This paper responds to a request from the Government for the Committee to consider a number of recommendations in the HIH Royal Commission Report The Failure of HIH Insurance (April 2003).
In that report, the Commissioner, Justice Neville Owen, drew attention to possible gaps in the regulation of corporate behaviour below board level. He made the point that, without detracting from the overall responsibility of directors, the day to day management of companies, particularly larger ones, is often in the hands of managers 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.
The paper also discusses whether there should be a general provision in the Corporations Act, as recommended in the 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.