Directors: responsibilities & liabilities

In today’s business climate of corporate transparency and accountability, an organisation’s officers and directors face a myriad of employment-related exposures. Claims can come from many sources, employees, regulators, shareholders, creditors, customers, etc. Ever-changing regulations, increased employee awareness of employment rights as well as the rise of shareholder activism means directors are more frequently at risk, translating to rising claims and escalating settlement costs. Whilst a majority of directors should already be aware of their duties, as outlined in the Companies Act 2006, there are additional obligations they need to follow to avoid penalties, disqualification from serving as a director or even imprisonment. These necessary supplemental responsibilities include the following:

Civil Penalties

  • Financial Services and Markets Act 2000 and Financial Services Act 2012: Both deal with the abuse of confidential inside information in connection with the company’s finances. For example, if a director were to disclose false or misleading financial information.

Criminal Offences

  • Fraud Act 2006: Knowingly making an untrue or misleading representation, or purposely failing to disclose legally required information.
  • Bribery Act 2010: Offering, promising or giving a bribe; requesting, agreeing to receive or accepting a bribe; bribing a foreign public official to obtain or retain business; and failure to prevent bribery.
  • Equality Act 2010: Discrimination (direct or indirect), harassment or victimisation due to a person’s age, gender, sexual orientation, race, religion or belief.
  • Environmental legislation: An environmental offence that occurs due to neglect or explicit consent.
  • Data Protection Act 1998: Knowingly or recklessly obtaining, disclosing or procuring private information without the owner’s consent.

With such a considerable number of obligations to fulfil, it would be prudent of your company to protect itself from potential fines and penalties with directors’ and officers’ liability insurance. This type of cover protects against breach of trust and duty, neglect, error, misleading statements and wrongful trading. For more information, contact your local A-Plan Commercial team.