Director (D&O)

A Director is anyone who holds the position of director, whatever title they are given. Under the Corporations Act 2001 (Cth), this includes people formally appointed to the role. It also includes de facto directors. These are people who act as directors without a formal appointment. Shadow directors count too. These are people whose instructions the board usually follows. Directors owe fiduciary duties to the company. These include care, diligence, good faith, and avoiding conflicts of interest. D&O insurance protects directors from personal liability. This applies when a claim alleges they breached one of these duties. Management Liability policies usually cover directors for wrongful acts in their role. This covers board decisions, oversight of operations, and talks with shareholders and regulators.

A Director is anyone who holds the position of director, whatever title they are given. Under the Corporations Act 2001 (Cth), this includes people formally appointed to the role. It also includes de facto directors. These are people who act as directors without a formal appointment. Shadow directors count too. These are people whose instructions the board usually follows. Directors owe fiduciary duties to the company. These include care, diligence, good faith, and avoiding conflicts of interest. D&O insurance protects directors from personal liability. This applies when a claim alleges they breached one of these duties. Management Liability policies usually cover directors for wrongful acts in their role. This covers board decisions, oversight of operations, and talks with shareholders and regulators.