R

Free tool

Director duties self-check

s 180-184 + insolvent trading (s 588G) + safe harbour (s 588GA). Score your personal liability posture across the 8 core practices that ASIC + the courts look for.

Your practice
red25/100

High personal liability exposure — urgent uplift required

Priorities

  1. Adopt board paper review schedule (typically 5-7 days before meeting) + minute confirmation of review.
  2. Document board inquiry process — when management is questioned, by whom, and how response is recorded.
  3. Build conflicts register + standing agenda item to declare interests at each meeting (s 191).
  4. Establish direct access to independent legal + financial advice for the board (typically via board charter).

Exposures flagged

  • Care + diligence (s 180): directors must read + understand board papers; passive directors found liable in Centro 2011.
  • Reliance on others (s 189) requires good-faith reasonable inquiries — independent advice access is the strongest evidence.
  • Care + diligence (s 180): directors must actively inquire into matters of concern, not just accept management.
  • Safe harbour (s 588GA) requires documented restructuring plan + appropriately qualified advice.
  • D&O insurance is not a duty but is a material risk control.
  • Conflicts (s 191): material personal interests must be declared at every meeting + recorded in minutes.
  • Documented dissent (minutes) protects director against later liability for board decisions disagreed with.

Sources