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directors, the ideals behind TPM for directors to maximise the 'joint welfare of the team as a whole' also takes prominence.

Over 94% of directors believed that directors’ duties encompassed interests of stakeholders other than shareholders, consistent with the view of Owen J in Bell Group Ud²³, that the shareholders does not always embody 'the company as a whole'. In addition, a majority of respondent directors understood acting in the "best interests of the company' to mean balancing all stakeholder interests. which aligns with the director's role as the mediating hierach in TPM. The shift from the traditional shareholder-oriented governance model is also evidenced by the importance of customer satisfaction, which was rated most important to over 97% of directors.

Despite this, it does not necessarily entail that an actively 'mediating hierarch' is pursued within corporations, thus it would be rash to suggest that there is significant departure from the traditional understanding of Australia’s corporate governance dominated by the shareholder primacy model.

Australia

The scope of power conferred to directors under the Corporations Act is consistent with the mediator role in TPM. Henry observes a shareholder-centric reality in corporate governance, yet common law such as ACCR v CBA has indicated a favouring of TPM ideals. In practicality, the normative theory of TPM have flaws and weaknesses that prevents it from gaining traction as the dominant view/ where shareholder primacy and its narrow vision of corporate management's obligations continue to dominate.

The orthodox view in corporate law towards the role of directors is one of the shareholder primacy conception observed in the principal-agent model. The PAM posits that in acting as the shareholders agent, there is a fiduciary duty¹⁴ to maximises shareholder welfare. Milion challenges Blair and Stout's view on the current utility and constitution of the TPM within corporate law, in emphasising that the practicality of the model is overstated. This was madę in his argument that although the TPM's principles of the board as a mediator can be justified, corporate law is also equally capable of accepting a directors commitment to shareholder primacy¹⁵.

" Tłic Bell Group Ud (in Ikj) v Westpac Bonking Corporation (No 9) [200SJ WASC 239

^M See, e g. Michoel P. Doo<ey 8 E. Norman Veosey, The Role ofthe Boord in Derivotive Litigotion: Delaware Law and the Current ALI Proposals Compared. 44 Sus. Law. 503,522 (2989), 25 Richard A. Rosner, Economic Analysis of Loiv 460 n.l (Sth eó. 2 998)

FAKE. See, e g., Bombridge. supra notę 22, ot 2424-25 ("At least m Delaware, the shareholder weolth mammuańon norm thus remoins o morę occurate descnption of the Iow than ony of Its compehtors "); Bernard Błock & Relnier Kraakman, A Self-Enforcing Model of Corporote Lee/. 109 Hor/. L. Re/. 1911,1921 (1996) ('The efficiency gcal of mox/mizing the compan/s zalue to mvestors remains, In our vieiv, the prinopat funchon of corporate Iow.");

“ David Milion, 'New Gome Plan or Business os Usaol? A Cntigue of the Team Production Model' (2000) 86 VAI Re/1001,1003

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