The
recent decision of the Federal Court in Vocation1
provides further clarity for directors on the nature of the
continuous disclosure obligation and, perhaps more importantly, the
responsibility of officers and directors to ensure that the listed
entities they manage meet those obligations.
These were civil penalty proceedings commenced by ASIC against
Vocation Ltd (In Liquidation) (Vocation) and its
officers, Mark Hutchinson (CEO), John Dawkins
(Chair), and Manvinder Gréwal
(CFO). As such, the proceedings explored the range
of duties of corporate players from the chair of the board to
executives reporting to the board.
The Court found that the Chair and CEO had breached their
statutory duty of care and diligence by causing or permitting
Vocation to breach its continuous disclosure obligations. The Court
reiterated the limitations of an officer's reliance on others
in the discharge of their statutory duty, and provided further
guidance on the test for knowing
