Roles & Responsibilities of the Board

The Board is responsible for the overall direction and control of the organisation.

The Board has the right to delegate the day to day affairs of the organisation to other officers, ie. the Management.

The Board has the obligation to ensure that the systems and controls of the organisation allow for proper monitoring and conformity with the law.

Each Board member has a personal duty of care which requires them to exercise the degree of care and diligence that a reasonable person in a similar position in the organisation would exercise.

If Board members fulfil their obligations,  then they have the right to rely on Management to carry out the day to day affairs of the Company.

If the Board acts as above then they should be absolved from legal liability.

Management is required to act in accordance with the law and with the policies, systems and procedures as set down by the Board.

If Managers act accordingly then responsibility for any damage should be with the organisation as a whole.

If Board members or Management do not act as above, they should be personally liable for the results of their actions.

The Four Basic Duties of  the Board are:
To act with all the care and diligence that a reasonable person might be expected to show in the role. To reasonably inform themselves about  matters  and make decisions in good faith for the best interests of the organisation.

To act in good faith in the best interests of the organisation, including avoiding conflicts of interest, and to reveal and manage conflicts if they arise. This is both a duty of fidelity and trust, known as a ‘fiduciary duty’.

To not improperly use their position for personal gain or to the detriment to the organisation.

To not improperly use the information they gain in the course of their  duties for personal gain or to the detriment to the organisation.

Additional Duties and Responsibilities:
In addition to the four basic duties, Board members have a duty to ensure that a company not trade whilst insolvent or where they suspect it might be insolvent.

Take reasonable steps to ensure that a company complies with its obligations in the Corporations Act related to keeping of financial records and financial reporting;

Disclose matters relating to the affairs of the organisation in which he/she has a material personal interest.