Directors are required to make important decisions in an environment of increasing legal, commercial and regulatory complexity.

While the fundamental duties of directors remain well established, applying them in practice is not always straightforward.

We have refreshed our Directors’ duties guide to provide boards and directors with a clear, practical reference covering the key issues they need to keep in view. Written for directors rather than lawyers, it brings together the core legal duties and explains how they apply to board processes, decision-making and risk oversight.

The guide covers:

• the respective roles of the board and management

• directors’ core duties under the Companies Act 1993

• conflicts of interest

• sound board processes and decision-making

• financial stress and insolvent-trading risk

• insurance and indemnities

• Māori governance considerations

• wider statutory duties and potential liability exposures.

It also considers the evolving issues boards are increasingly expected to engage with, including artificial intelligence, cyber risk, climate exposure, conduct and organisational culture. Throughout the guide, practical checklists and examples help directors identify the questions to ask, the warning signs to look for and when further advice may be needed.

Our specialists regularly advise directors and boards on governance, decision-making and risk. Please contact one of the team if you would like to discuss how any of the issues covered in the guide apply to your organisation.

Download a printable version here