The leadership and stewardship obligation in the Victorian Public Entity Directors' Code of Conduct 2006 extends beyond conduct directly affecting the assets managed by the public entity; there must be a sufficient connection between the impugned conduct and the director's position, but the obligation encompasses protection of intangible assets including reputation and goodwill. The equitable doctrine of informed consent to fiduciary conflicts does not apply to the Code's prohibition on conflicts of interest, which requires directors to declare their interest and withdraw from deliberations. Declaratory relief to vindicate reputation requires evidence beyond the applicant's own assertions of reputational harm.
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