A station manager engaged in day-to-day operational tasks of running a cattle station under the general supervision and instruction of directors, who has no involvement in policy formation, significant decision-making, or the company's financial affairs, is not an 'officer' within the meaning of s 9 of the Corporations Act 2001 (Cth), even where the manager's recommendations on cattle sales are frequently accepted by directors. The case also confirms that an appellate court will not disturb credibility findings merely because contemporaneous documents are capable of a different interpretation where the trial judge has given detailed reasons for preferring the witnesses' explanations.
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