The Corporations and Markets Advisory Committee has released a Discussion Paper on Corporate duties below board level

The paper reviews the personal duties and liabilities under the Corporations Act of corporate
officers, employees and other individuals below board level. It puts forward preliminary proposals to:

• extend the duties in ss 180 (care and diligence) and 181 (good faith and proper purpose) beyond directors and some corporate officers to ‘any other person who takes part, or is concerned, in the management of that corporation’
• extend the prohibitions in ss 182 and 183 (dealing with improper use of corporate position or information) beyond directors, other officers and employees of a corporation to ‘any other person who performs functions, or otherwise acts, for or on behalf of that corporation’
• extend the prohibitions in ss 1309(1) and 1307 (providing false information) beyond officers and employees of a corporation to ‘any other person who performs functions, or otherwise acts, for or on behalf of that corporation’.

The paper also discusses whether there should be a general provision in the Corporations Act, as
recommended in the HIH Royal Commission report, prohibiting individuals from acting dishonestly in connection with the performance or satisfaction of any obligation imposed on a corporation by any statute.

The Advisory Committee has called for submissions by 26 August 2005. The Committee will then
prepare its final report, taking into account these submissions.

The Advisory Committee Discussion Paper on Personal liability for corporate fault, differs from this paper in focusing on the circumstances in which directors and corporate managers may be criminally liable for corporate misconduct in consequence of their
formal position or function in a company, without the need to establish misconduct on their own part.