This Thesis explores the evolving changes to the roles, duties, obligations and powers of Directors.
The assumption is made that the Director and the Company are to remain pivotal to the success of the free enterprise system. Thus the question of the role of Directors under full or partial nationalisation or on Government Boards eg. TAA and QANTAS is not considered.
The legal concept in Australia is developed by a discussion of the basic nature of a Director, his legally assigned role in the Company, fiduciary duties and obligations, common law and statutory duties of honesty, skill and care, his authority and liabilities. The United States legal position is described, and for comparative purposes the nationalised trends of Europe and Britain mentioned.
The non-legal or business viewpoint of the place, role and duties of Directors is extensively developed. Current developments of Inside/Outside Directors, Audit Committees, Boards' role in Planning and Strategy, Director's liability Insurance and Social Responsibility are discussed.
The results of exploratory and qualititative research is then described. The research sought the manner in which Directors currently discharge their functions and opinions on trends and suggested "improvements" in the way directors operate individually and collectively.
It is concluded that accelerating change is just over the horizon. It is important for that change to be generated and controlled from within rather from government dictate which may destroy the entrepreneurial role of Directors in a free enterprise economy. Substantial changes to the Companies Act are suggested. Firstly, the removal of much petty statutory responsibility from Directors to Management. Statutory acknowledgment of the real role of Directors which is developing is required, A strengthening and clarifying of Section 229 is required which would then make it the key provision governing Directors. At the conclusion a suggested specification for the role duties of Directors is made. It is then suggested that liabilities be restricted to default thereunder.