Legal Duties and Liabilities of Directors of Commonwealth Board Members

Updated July 2015

 

Board members of corporate Commonwealth entities and Commonwealth controlled companies are subject to a range of duties.

Appointees and prospective appointees to such positions should be aware of their legal obligations as should advisors and such persons.

This guide covers legal duties and liabilities of Commonwealth board members, focusing on the Public Governance, Performance and Accountability Act 2013 (Cth) (PGPA Act), Public Governance, Performance and Accountability Rule 2014 (Cth) (PGPA Rule) and Corporations Act 2001 (Cth) (Corporations Act). It does not consider the Australian Charities and Not-for-profits Commission Act 2012 (Cth), or any requirements that may be imposed by a statutory authority’s enabling legislation or a company’s constitution.

This guide should be of particular interest to corporate Commonwealth entities, Commonwealth companies and to those serving or considering serving on boards of such entities. It does not address the position of non-corporate Commonwealth entities or advisory boards under the PGPA Act.

This guide includes:

  • an outline of the key duties of Commonwealth board members, the sources of those duties and the possible liabilities for breach;
  • an explanation of the key measures for board members to manage their potential exposure to personal liability; and
  • a checklist of issues to assist those considering joining a Commonwealth board.

This guide is current as at 1 July 2015.

Download Legal Duties an Liabilities Guide (8.7MB)