Directors’ Legal Responsibilities: A handbook for Australian boards

The first job of the board is to create the conditions for the company to innovate and thrive, writes Professor Pamela Hanrahan in her new release, Directors’ Legal Responsibilities: A handbook for Australian boards.

In a complex and fast-changing environment, legal literacy is essential for company directors. This important new resource explains the foundational legal responsibilities of Australian directors that underpin sound corporate governance and behaviour.

Written in plain English by one of Australia’s leading corporate law academics, the Handbook brings to life key legislation and caselaw that shape how boards must act across a range of domains, including in public and privately-held commercial companies, not-for-profits, fiduciary and trustee companies, and government-owned enterprises. Covering the fundamentals of a director’s role, their duties of loyalty and care, and their special responsibilities in companies in financial distress, it establishes directors’ legal duties as one of the three legs of the tripod – with ethical responsibility and stakeholder accountability – that supports responsible decision-making at the top of Australian companies.

Special chapters deal with directors’ role in corporate social responsibility, and in managing emerging non-financial risks in areas including cyber security and data governance, climate resilience, and corporate culture.

Australian Securities and Investments Commission chair Joe Longo says that the book should be on every director’s reading list in his foreword, noting the many common challenges faced by directors.

About the author: Dr Pamela Hanrahan is Professor of Commercial Law and Regulation at the UNSW Business School and a Senior Fellow of the Melbourne Law School. She is a member of the Australian Institute of Company Directors’ National Corporate Governance Committee, Deputy Chair of the Business Law Section of the Law Council of Australia, and an experienced non-executive director. Pamela is the author of the popular ‘Directors Counsel’ column in the AICD’s member magazine Company Director.