SDP1 - The Role of Directors:

Duties, Responsibilities and Legal Obligations

Level Advanced.
Course Description The director plays a central role in companies. As a member of the board, the director is responsible for the running of the company and wields almost exclusively the management powers of the company.

Directors also face numerous obligations imposed on them by various legislative enactments and regulations as well as common law principles. These responsibilities and the multiple roles that directors are called upon to undertake could translate into greater liabilities for them.
Course Objectives
  1. Explain the structure and operations of the board.
  2. Describe the role and duties of directors on a board, and directors' inter- relationships.
  3. Explain the consequences of a breach of director obligations.
Course Outline
  1. Structure of the Board.
    • Division of power.
    • Shareholder litigation.
    • Shareholder ratification.
    • Residual powers of a General Meeting.
  2. Role of Directors and Their Relationship Vis-à-Vis Each Other.
    • Inter-relationship between directors.
    • Scope of roles and functions of different categories of directors.
    • The director as an informed adviser to the board.
    • Director behaviour and constructive dissent.
    • Time commitment.
    • Corporate governance principles.
  3. Operations of the Board.
    • Capacity of the company.
    • Corporate power and juridical acts.
    • Agency role.
    • Corporate governance measures.
  4. Directors’ Duties.
    • Function and sources of duties.
    • The director as a fiduciary.
    • Duty of good faith, due care and diligence.
    • Conflicts of interest.
    • Multiple directorships.
  5. Liabilities.
    • Impact of roles on duties.
    • Consequences of breach.
Target Audience
Aspiring, newly-appointed and current board members, senior management of corporations, government and nonprofit organisations and senior partners of professional firms who interact with the board of corporations and would like to understand the intricacies of board roles and responsibilities.
Course Duration 3 days.
Format Classroom lectures, case studies, discussions, exchanges.
Course Fees
(including 7% GST)
SID member: $2,996    Non-member: $3,424
CPD Hours 24 hours.

Course Dates

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