The directors of a company – collectively referred to as ‘the board' – are vested with authority to manage the company. A company must act through its authorised agents, the directors, and those acting under the authority of the board. Hence, companies can only contract through the signature of their directors and company secretary.
Directors (along with lawyers and trustees) are a classic category of fiduciary. This means they have both the power to alter legal rights of another entity, and the concomitant duty to ensure that their powers are used in the strictest good faith to ensure their power is not misused.
As officers of corporations, they are also bound to follow the requirements of the Corporations Act 2001 (Cth) (Corporations Act). As a result, directors have duties arising out of both the common law and statute.
