Directors & governance
Director Identification Numbers, statutory directors' duties under the Corporations Act, insolvent trading safe harbour, continuous disclosure, and the Financial Accountability Regime.
18
Obligations
20
Regulators
9
Recent enforcement
Regulators
Obligations (18)
- criticalCWLTHcurrentFAR deferred remuneration arrangements (40% deferral 4 years)
FAR accountable persons must have 40% of variable remuneration deferred 4 years.
- criticalCWLTHcurrentPay company PAYG/GST/SG or face Director Penalty Notice (DPN)
Directors personally liable for unpaid company PAYG, GST + SG via DPN regime.
- criticalCWLTHcurrentAppoint voluntary administrator under Part 5.3A Corporations Act
Directors can place company in voluntary administration when insolvent — pause creditor claims for restructuring window.
- criticalCWLTHcurrentComply with ASX continuous disclosure (Listing Rule 3.1)
Listed entities must immediately disclose price-sensitive information to the market.
- criticalCWLTHcurrentComply with directors' general law and statutory duties
Directors owe duties of care and diligence (s 180), good faith (s 181), no improper use of position (s 182) or information (s 183).
- criticalCWLTHcurrentRegister security interests on the PPSR
Secured creditors must register on the Personal Property Securities Register to preserve priority.
- criticalCWLTHcurrentPrevent insolvent trading (s 588G)
Directors must prevent the company incurring debts while insolvent — or face personal liability.
- criticalCWLTHcurrentApply for a Director Identification Number (Director ID)
Every director needs a Director ID before appointment — apply via ABRS.
- criticalCWLTHcurrentComply with Financial Accountability Regime (FAR) accountability obligations
Banking entities from 15 March 2024; insurers and super trustees from 15 March 2025.
- highCWLTHcurrentDischarge of directors' duties — practical evidence
Directors must contemporaneously document discharge of duties for defence in s 180-183 cases.
- highCWLTHcurrentComply with corporate whistleblower protections (Part 9.4AAA Corporations Act)
Public companies and large proprietary companies must have a whistleblower policy and protect disclosers.
- highVICcurrentPay Victorian stamp duty on residential property
Variable rates by purchase price; foreign purchaser surcharge 8%. PPR concession available.
- highNSWcurrentPay NSW transfer duty on residential property acquisitions
Variable transfer duty rates; foreign purchaser additional duty 9%.
- highCWLTHcurrentSimplified Debt Restructuring (small business)
Small companies (<$1M liabilities) can use SDR to restructure without full external admin.
- highCWLTHcurrentPersonal bankruptcy declaration or debt agreement
Individuals with unmanageable personal debt can voluntarily petition for bankruptcy via AFSA.
- highQLDcurrentPay QLD transfer duty on residential property
QLD transfer duty progressive; foreign acquirer additional duty 8% (from 1 July 2024).
- mediumCWLTHupcomingBeneficial ownership transparency (Tranche 3 — under consultation)
Proposed beneficial ownership register for unlisted companies and trusts — consultation through 2024-2025; commencement TBD.
- mediumCWLTHcurrentAdopt the Voluntary AI Safety Standard (DISR 2024)
10 voluntary guardrails for safe + responsible AI deployment; mandatory regime in development.
Recent enforcement
- asicenforcement focus2025FAR Banking (in force 15 March 2024) — first ASIC/APRA actions
FAR (Financial Accountability Regime) banking phase began 15 March 2024. First wave of accountability statements + maps + accountable persons; insurance + super phase from March 2025.
- asiccivil penalty$500.0M2024ASIC v ANZ Banking Group (continuous disclosure)
ANZ admitted to continuous disclosure contraventions in connection with a 2015 institutional share placement, including failure to disclose that a substantial parcel of the placement was acquired by the underwriters.
- asiccriminal conviction2024ASIC v Daniel Hooper (Director ID failure)
Mr Hooper was the director of multiple companies and failed to apply for a Director Identification Number despite repeated requests from ABRS.
- asiccivil penalty$5.0M2024ASIC v Noumi (Freedom Foods)
Noumi (formerly Freedom Foods) admitted continuous disclosure + directors' duties breaches over inventory misstatements + accounting irregularities.
- apraregulatory review2024APRA fine against Mercer (super governance)
APRA review concluded Mercer Super governance + risk management did not meet prudential expectations; required undertakings.
- asicinfringement2024ASIC v Rio Tinto Limited (continuous disclosure)
ASIC concerns over the timeliness of Rio Tinto's continuous disclosure following the Juukan Gorge events and subsequent leadership review.
- asicinvestigation2024ASIC actions arising from Greensill Capital collapse
ASIC investigation into directors' conduct around the late-2020 / early-2021 collapse of Greensill Capital.
- apracapital directive2023APRA $250M additional capital — IAG (governance)
Following risk culture and governance weaknesses, APRA required IAG to hold an additional $250M operational risk capital.
- asiccivil penalty$7.0M2019ASIC v Commonwealth Bank of Australia (FCA continuous disclosure)
ASIC alleged CBA failed to disclose timely information about AML/CTF non-compliance risk identified internally.