Directors´ Duties

The recent high profile decision involving the directors and senior management of James Hardie has put the spotlight on potential personal liability for individuals in relation to the actions of the companies they represent. Although the case involved a large publicly-listed company and centred around the contents of statements made to the ASX, the potential application to businesses generally should not be ignored.

Under the Corporations Act 2001 (Act) there are a number of obligations placed on "directors" and "officers" of a company. These definitions extend well beyond individuals that are formally appointed as directors to include individuals:

• that act in the position of a director without being validly appointed;