HBG, Independent Directors Sacked

boonboon said:
1. What directors of a JV legally owe

Once someone sits on the board of a joint venture company, they owe duties to the JV itself, not to whoever appointed them.

Under Australian law (Corporations Act + general law), directors must:

Act in the best interests of the JV

Act for a proper purpose

Avoid misuse of position or information

Manage conflicts appropriately


That duty does not change just because:

They are an employee of a shareholder, or

They were nominated by the parent company


So you’re absolutely right on the principle:

> If acting in the parent’s interests conflicts with the JV’s interests, the director must put the JV first.




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2. Does that mean employee-directors are “in conflict”?

Technically: yes, a structural conflict exists

Because:

As employees, they owe duties to their employer

As directors, they owe duties to the JV

Those interests will not always align


This is often called a “potential” or “situational” conflict, not an automatic breach.

Practically: this is extremely common

Most JVs are set up exactly like this:

Each shareholder appoints directors

Many of those directors are senior employees

Everyone knows they bring a shareholder perspective


Courts and regulators accept this reality — as long as it’s managed properly.


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3. How this conflict is usually managed (and made lawful)

Well-drafted JV structures rely on several safeguards:

a) Disclosure

Employee-directors must:

Disclose their employment relationship

Disclose specific conflicts when they arise (e.g. a contract between JV and parent)


b) Recusal

When there’s a direct conflict (e.g. pricing, disputes, enforcement of shareholder rights):

The conflicted director may need to abstain from discussion or voting


c) Shareholder agreement protections

JV agreements often:

Explicitly allow nominee directors

Acknowledge their dual roles

Define when they can receive/share information with the parent

Set reserved matters requiring shareholder (not board) approval


d) Board composition balance

Having:

Independent directors, or

Equal representation from JV partners


reduces the risk that the board becomes a proxy battleground for parents.


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4. What directors cannot do

Even with all the above, an employee-director cannot:

Advance the parent’s interests at the JV’s expense

Use JV information to benefit the parent improperly

Sabotage the JV to improve the parent’s negotiating position

Treat themselves as a “delegate” rather than an independent decision-maker


Courts are very clear on this point.


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5. So are they “meant” to act against their employer if required?

Uncomfortably, yes.

If a genuine conflict arises:

The director must prioritise the JV

Or step aside from the decision

Or, in extreme cases, resign from one role


That tension is real, and it’s one reason JV boards can be tricky.


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6. Why companies still do it anyway

Because employee-directors:

Understand the business deeply

Can move faster than independents

Ensure the shareholder’s investment is properly overseen


The legal system accepts this as long as governance is tight.


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Bottom line

✔️ Yes, there is an inherent conflict risk

✔️ Yes, JV directors owe duties to the JV, not their employer

❌ No, this does not automatically make the arrangement improper or unlawful

✅ The key issue is how conflicts are disclosed and managed
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Great post.

Everything you've mentioned above boonboon, who has the power to make sure that a JV is governed as per above?
 
mtd#2 said:
Great post.

Everything you've mentioned above boonboon, who has the power to make sure that a JV is governed as per above?
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Agree, great post @ boonboon.

ASIC can take enforcement action where there’s a breach of the corporations act. Not sure what would trigger a response, perhaps an anonymous whistleblower!

Presumably the NRL could also step in if they have given HBG notice to fix their governance and were shown to be in breach.
 
I can't believe that some of you want to give HBG another chance. All they have done is sack Richo, take over the board, and then bring back Barry to try to cover it up as if they somehow lost the battle. They have continuously made poor or underhanded decisions for far too long!
I want new owners who will dissolve this notion of a Joint Venture. Make it 1 club from top to bottom. Clean house of this BS as much as possible.
 
Tiger-ferret said:
He’s a politician. They always target a lesser issue to distract from a bigger problem. Seems like they are doing something.

I would use an example from the Bondi attack but I don’t want to derail the topic.
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As long as he put HBG on a short leash and really did make them aware that he was prepared to place an administrator in. Now HBG have the boardroom iv got no doubt we will be back here in 18 months - 2 years. Then we will hopefully be on our way out of this 25 year misery were all in. I'm just curious if the treat is real if that will have any impact on the HBG board with all the power plays. Would the threat of losing Wests Tigers be enough to stop anymore power moves. Hypothetically if there was another round of directors banned for 8 years might the N.R.L just step in. Who would want to be known as being involved with a boardroom coup at HBG that led to the N.R.L intervening and potentially taking Wests Tigers from them. No one. So the rats who ruined us have consolidated their power in our boardroom and by PVL making threats and doing nothing he's helped them consolidate power in the HBG boardroom aswell. Noone would be game now to challenge them with the threat of N.R.L intervention hanging above their head, so noone from within HBG can do anything to help us now, we all just have to hope the egos are too big and there incompetence so great they screw up again like they have been for years on our board.
 
HBG are fully in control , they have the numbers to do what ever so all of what happens this coming season is on them , 100% , do I think there will be changes of this board , yes I think Burgess will push his misses onto the board adding a female balance but also using her as his voice .
One thing I was not sure of with roar interview was question we have 2 spots left are we looking at players and what position , new guy said yes we are then spun away from it , is this about right we may be looking to fill the 30 before kickoff 2026
 
cktiger said:
They have the board numbers and total control.
Why are you saying they have no say?
Do you actually believe your own ridiculous spin on this?
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Read again, I’m sayjng fans are expecting HBG to pour money into Wests Tigers, but not have any say in big decisions.
It is not realistic as anyone who pours money into a club will ensure they have a say in big decisions.
The reasoning being given is we have not been successful on the rugby league field, so they don’t have any right to be involved in big decisions because of it, but if we become successful they will be allowed to have their say ?
 
426Tlgerland said:
HBG are fully in control , they have the numbers to do what ever so all of what happens this coming season is on them , 100% , do I think there will be changes of this board , yes I think Burgess will push his misses onto the board adding a female balance but also using her as his voice .
One thing I was not sure of with roar interview was question we have 2 spots left are we looking at players and what position , new guy said yes we are then spun away from it , is this about right we may be looking to fill the 30 before kickoff 2026
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Who knows about the 2 spots left, it was a shit Q&A, all he tried to do on it was smooth things other and blow smoke up there, crappy vid.
 
Vicious said:
Read again, I’m sayjng fans are expecting HBG to pour money into Wests Tigers, but not have any say in big decisions.
It is not realistic as anyone who pours money into a club will ensure they have a say in big decisions.
The reasoning being given is we have not been successful on the rugby league field, so they don’t have any right to be involved in big decisions because of it, but if we become successful they will be allowed to have their say ?
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Unless they realise they don't know what they are doing and get people to run thw place that can.
 
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