The Governance Institute of Australia has published the third edition of its “Duties of Officers and Directors” guide.
The third edition has been substantially updated to reflect recent developments and sets out:
* officers’ and directors’ duties as defined in the Corporations Act and interpreted in case law;
* fiduciary duties and the individuals that need to keep them in mind;
* ways to understand and resolve conflicts of interest;
* the board’s discretion in decision-making;
* indemnity for personal liability; and
* determining independence.
New content includes:
* A new chapter on ‘Culture and whistleblowing’
* New content in the ‘Other responsibilities’ chapter, such as:
* Banking Executive Accountability Regime
* APRA Governance Standards
* cyber security
* competition and consumer protection
* modern slavery reporting requirement.
* Updates stemming from ASX Corporate Governance Council’ Corporate Governance Principles and Recommendations, fourth edition
The very public nature of some of the cases, and also the events leading to the banking royal commission brought the topic of
corporate duties and standards even further into the spotlight. As a result, the standards expected of those with stewardship
responsibilities are tending to increase.
“Duties of Officers and Directors” is available to Governance Institute members to download at no cost, and for purchase by non-members.