Company directors and company secretaries

Typically, the constitution of a company will vest the powers of oversight and management of the corporate entity in the appointed directors of the company. The day to day management of the company, especially in the case of large companies, will usually fall to the CEO and management, although executive directors will be responsible for discharging both management and board duties. The responsibilities that an executive director has in his or her management capacity will differ from the responsibilities they have in their capacity as a director. The Corporations Act 2001 (Cth) (Corporations Act) includes requirements (including notifications) in respect of the appointment of directors, and also contains duties and requirements applicable to directors in connection with their appointment.

Authored Matthew Latham, Partner, Jones Day. Updated by the LexisNexis Legal Writer team.

The role of company directors

Typically, the constitution of a company will vest the powers of oversight and management of the corporate entity in the appointed directors of the company. The day to day management of the company, especially in the case of large companies, will usually fall to the CEO and management, although executive directors will be responsible for discharging both management and board duties. The responsibilities that an executive director has in his or her management capacity will differ from the responsibilities they have in their capacity as a director. The Corporations Act 2001 (Cth) (Corporations Act) includes requirements (including notifications) in respect of the appointment of directors, and also contains duties and requirements applicable to directors in connection with their appointment.

As a general proposition, the office of director is a personal one; it can only be discharged by the person who holds the office of director and cannot be exercised by the director’s attorney or other delegate, subject to a director’s power to delegate (s 198D). Any exception to this rule must be stated in the company’s constitution. The office of a director is not a property right, and is therefore vacated on the director’s death and cannot be “handed down” as personal property.