Directors have a duty


  • of care and diligence
  • not to improperly use their position or information
  • not to trade while insolvent
  • of good faith
  • to disclose conflicts of interest

Duties of directors and other officers

The Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act) sets out the duties required of directors and other officers. These duties are consistent with the duties under common law and in the Corporations Act 2001.

The common law (that’s the law developed by judges) imposes special duties on directors and other officers of a corporation, such as a duty of loyalty and a duty of care. The CATSI Act also imposes duties on directors and other officers. Some of these duties overlap.

Directors and other officers owe these duties to the whole corporation—this means to all its members—and also to stakeholders (such as funding bodies and creditors).

Directors and other officers

The directors make up the governing body of the corporation. They are  appointed by the members

Once appointed the directors have full authority over the corporation and are ultimately responsible for its management.

The Constitution spells out the legal duties that keep the directors loyal and accountable to the corporation; answerable to the corporation’s members—and also to stakeholders.