Role of the board of directors and company secretary

The Role of the board of directors and company secretary guidance note provides authoritative insight into the distinct legal and operational responsibilities that shape effective corporate governance. Authored by experienced legal practitioners, this note outlines the scope of directors’ powers under the Corporations Act and company constitutions, as well as the critical compliance and administrative duties of company secretaries. Practitioners must understand these roles to navigate complex statutory obligations and governance challenges.

Topics Covered

• Role of the board of directors
• Managing director
• Limitations on the board's powers
• Delegation of the board's powers
• Role of the company secretary
• Additional specific responsibilities of company secretary of listed company

Essential Insights

• Assess the broad statutory powers the board exercises versus restrictions imposed by company constitutions and the Corporations Act.
• Recognise the critical legal duties directors owe, including good faith and reasonable care, and their impact on board governance.
• Explore how delegation of powers to managing directors or committees operates, and the accountability that remains with the board.
• Understand the company secretary’s pivotal compliance role, including statutory reporting and record-keeping obligations under the Corporations Act.
• Consider the heightened disclosure and regulatory requirements imposed on company secretaries of ASX-listed entities.
• Identify potential legal risks arising from overlapping roles, such as company secretaries holding multiple corporate positions.