Directors’ Duties in Australia

>> Protecting Yourself in Australia

In acting as a director for any company:

  • exercise care and independent judgement. Act reasonably, with integrity and commonsense.  Challenge things when you are uncomfortable, and raise concerns promptly.  Seek help and work as a team with your colleagues and  functional specialists to get help and support where needed and find appropriate solutions
  • monitor the financial situation of the company continuously, whether or not you are the finance director. Ensure the right level and regularity of financial information is available,  take time to review it and ask questions
  • if you become concerned the company is in, or may face, financial difficulties, take steps to minimise losses and alert the issue immediately to so that appropriate and timely advice can be provided.  Do not simply keep quiet and hope for the best
  • take steps to understand the company’s legal obligations and be scrupulous in obtaining clear and un-conflicted legal advice when issues of compliance with law are being considered. Exercise care in reviewing continuous disclosure obligations and issues
  • regularly consider at board meetings items of key importance to your entity e.g. HS&E, export controls, employee issues, compliance and ethics considerations, key contracts.  Maintain minutes of directors’ meetings
  • keep in mind the requirements of your employment contract and powers granted under the company’s constitution – do not exceed your powers never sign a contract or licence without understanding what you are signing, being comfortable that you are authorised to sign it

Latest version updated 21st March 2018

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