The board of directors is responsible for the general oversight of the company. However, recent case law has highlighted that the exact scope of the board’s role and the responsibilities of directors and officers is a complex and evolving issue. This topic examines the laws primarily contained in the Corporations Act 2001 (Cth) (“Act”) which govern the holding of office for directors and officers.

The Act outlines specific eligibility requirements for a person to become a director or company secretary. In addition, there are prescribed processes that need to be followed and notifications that need to take place for the appointment to be valid.

See Company directors and company secretaries.

When performing their duties, directors are often reliant on the advice and information provided by others, including management and advisors engaged by the company. The law recognises the fact that directors may need to rely on the advice and information provided by others but requires directors to apply a degree of scrutiny to this advice and information in properly discharging their duties.

See Reliance and delegation.

The Act has specific provisions which govern directors’ resignations, removal of directors, disqualification of directors and remuneration of directors.

See Resignation, removal and remuneration of directors.

There are a range of public notification requirements which apply when a director or company secretary changes their personal details or their personal shareholding changes. Both ASIC and (in the case of listed companies) the ASX require disclosures in relation to these changes.

See Change to company details and ASX notifications.