Duties of Board and Committee Members
Publication Date 16 May 2030
OverviewThe discussion of the duties and liabilities involved in directing and managing bodies corporate to date has generally been limited to the duties imposed by the common law on company directors (and the statutory duties under the Corporations Act that mirror those common law duties). However, the duties, and potential liabilities, imposed on company directors under many Commonwealth and State laws (or other forms of regulation) now extend well beyond basic directors' duties. Recent years have also seen an increase in the level of regulation applying to those who are engaged in the direction and management of other kinds of corporate bodies, including charities and other not- for- profit organisations, government owned corporations, indigenous corporations, universities, hospitals and other statutory bodies, strata title bodies corporate and incorporated associations. In Duties of Board and Committee Members, Bruce Cowley and Stephen Knight, two leading corporate advisory lawyers, provide a comprehensive guide to the duties and liabilities of the persons engaged in the direction and management of each of these different entity types by undertaking a thorough examination of the relevant entity-specific legislation as well as the guidance provided by relevant regulatory bodies and recent decisions of the courts. By providing a compendium of the laws applying to each of these different kinds of entities in the one place, it is intended that this book serve as a useful reference for those serving on boards and management committees, the lawyers who advise them, academics who teach about those laws as well as judges and regulators who are tasked with applying or enforcing them From the Foreword by The Honourable P A Keane AC, Justice of the High Court of Australia: "The authors are to be congratulated for meeting a need whose time has certainly come. Those involved in corporate activity, and the lawyers who advise them, will find this volume an essential source of clear guidance in relation to the vast and growing points of intersection between their activity and the law. " . About the authors Bruce Cowley Bruce is a senior corporate lawyer based in Brisbane with over 35 years' experience advising Australia's top public and private companies and government corporations. He is a Partner of MinterEllison and has been the Chairman of the MinterEllison Partnership Board since 2013. Acknowledged as one of Australia's leading corporate advisers and a significant contributor to corporate law and regulatory reform in this country, his experience spans capital markets, mergers and acquisitions and high-level corporate and commercial advice. Stephen Knight Stephen is a Partner in MinterEllison's Corporate M&A division and is based in Brisbane. He has more than 10 years' experience in private practice advising clients on public and private mergers and acquisitions and capital raisings. Stephen also advises company boards and directors on corporate governance matters involving, among other things, compliance with applicable companies legislation, ASIC policy and the ASX Listing Rules. Stephen has performed in-house legal and company secretarial functions while on secondment to an ASX listed client and has previously served as company secretary for a charity constituted as a company limited by guarantee.