This article compares the principles governing the interpretation of the statutory duties of honesty and propriety. It is demonstrated that the present formulation of the content of the duties of propriety, which concentrates on the existence of breach of fiduciary duty, is excessively broad, because it does not contain a substantive qualification identifying use of position or information in a manner that involves harm to the interests of shareholders. This problem is demonstrated to recur in the leading cases on s 232(5) and (6), especially the High Court decision in R v Byrnes. The article argues that this problem should be resolved by concentrating on situations that represent abuses of the office of the defendant. The advantages of this approach over the present law are discussed. The article concludes with a suggestion that it may be time to re-examine the application of fiduciary principles to directors, especially those of large listed corporations.