The Treasury Laws Amendment (Miscellaneous and Technical Amendments) Regulations 2025 (Cth) has been registered to amend the Corporations Regulations 2001 (Cth) by replacing all references to “executive officer” with “senior manager”.
This makes the Corporations Regulations consistent with the Corporations Act.
“Senior managers” are people who make or participate in decisions that affect the whole or a substantial part of the business or who have the capacity to affect significantly the business’s financial standing: see section 9 of the Corporations Act.
Senior company employees are designated variously as fit and proper persons, key management personnel, senior managers and responsible managers.
But not every senior employee is a company “officer” as defined in section 9AD who has the statutory duties of an officer.
ASIC uses the term “responsible manager” to clarify that the people it looks at for organisational competence for the purposes of a licensee’s AFSL and Australian Credit Licence do not need to be “officers” of the body corporate as defined in section 9AD.
The Criminal Code (Cth) also uses the term “high managerial agent”: it means an employee, agent or officer of the body corporate with duties of such responsibility that his or her conduct may fairly be assumed to represent the body corporate’s policy.
The Financial Accountability Regime Act uses the term “accountable person”.
An accountable person will meet the criteria and hold a responsibility under section 10(1) of the FAR Act (general responsibilities) and/or hold one or more of the responsibilities in relation to or positions in the accountable entity under the Minister rules.
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Author: David Jacobson
Principal, Bright Corporate Law
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About David Jacobson
The information contained in this article is not legal advice. It is not to be relied upon as a full statement of the law. You should seek professional advice for your specific needs and circumstances before acting or relying on any of the content.
