A company secretary who has sole control of a company's bank accounts and financial records is a senior executive officer who owes fiduciary duties to the company. In the absence of express board directions, the secretary's implied authority to make payments extends only to payments for goods or services provided to the company or to discharge liabilities properly incurred in the ordinary course of business. Payments to related companies of which the secretary is also a director, made without board authority and for the benefit of those other companies, constitute breach of fiduciary duty and of the statutory duties under s 232(4) and (6) of the Corporations Law.
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