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ARTICLE · 27 JUNE 2019

Across the board: Non-executive directors - Part 1

This article examines the differences between non-executive and executive directors according to law and in practice.

AustraliaCorporate/Commercial Law

While the Corporations Act 2001 (Cth) draws no distinction between executive and non-executive directors, commercial practice clearly delineates these roles by referring to executives as management and non-executives as non-employee directors, often with industry expertise or absolute independence. Nevertheless, the same legislative duties apply to all directors regardless of whether they are executive or non-executive.

Introduction

In the final report of the Banking and Financial Services Royal Commission, Commissioner Hayne noted three chief benefits of including non-executive directors on ASIC's board, being:

  1. enhancing the internal oversight function of the board of directors;

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