What Australia Corporations Act 2001 - Directors' Duties (Part 2D.1) requires
Part 2D.1 of the Corporations Act 2001 (Cth) prescribes the fundamental duties of officers and directors of corporations, applicable to directors, company secretaries, and other officers who participate in management decisions. Section 180 imposes a duty of care and diligence requiring directors to exercise powers and discharge duties with the degree of care and diligence that a reasonable person would exercise if they were a director in the company's circumstances. The business judgment rule in Section 180(2) provides a safe harbour for directors who make business judgments in good faith and in the rational belief that the judgment is in the best interests of the corporation. Section 181 requires directors to act in good faith in the best interests of the corporation and for a proper purpose. Section 182 prohibits improper use of a director's position to gain a personal advantage or cause detriment to the corporation. Section 183 prohibits improper use of information obtained as an officer to gain an advantage or cause detriment. Serious contraventions of these duties may also constitute criminal offences under Section 184.
Pillar: Legal & IP Sovereignty · Authority: Australian Securities and Investments Commission (ASIC) · Version: 1.0.1 · Last updated:
Primary source: https://www.asic.gov.au/about-asic/news-centre/speeches/the-times-they-are-a-changin-but-directors-duties-aren-t/
SHA-256 integrity: 672702f920eee7f05c05548db50b26c3453c5d93a7f411e844ec065d93ec2d72
Primary Citations — 12 traced to source
- Corporations Act 2001 (Cth), Section 180 - Duty of care and diligence: directors must exercise powers with degree of care and diligence that a reasonable person would exercise
- Corporations Act 2001 (Cth), Section 180(2) - Business judgment rule: safe harbour for directors making business judgments in good faith with rational belief in the best interests of the corporation
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