The Directors are responsible for the safe and legal running of the company. They must ensure the company complies with any laws applicable to the company’s operations, and also comply with the general duties that the law imposes on individuals that take on the role of director. Some of the key responsibilities that a director takes on include:
the duty to exercise your powers and duties with the care and diligence;
the duty to exercise your powers and duties in good faith in the best interests of the company and for a proper purpose;
the duties not to improperly use your position, or information obtained through your position, to gain an advantage for yourself or someone else, or to cause detriment to the company, and
the duty to prevent the company from trading while insolvent.
In general, the Secretary is responsible for many of the compliance and governance-related administrative tasks of the board and organisation. As company secretaries are an ‘officer’ under the Corporations Act, many of the duties that apply to directors apply to secretaries also, as well as a number of other reporting obligations related to keeping up to date ASIC records. A proprietary company is not required to have a Secretary but are permitted to voluntarily.
Broadly speaking, the shareholders are the owners of a company. A shareholder invests and is liable to the company for the amount agreed to be paid in return for a number of shares. Typically the investment affords the shareholder the right to have a say in relation to key aspects of how the company is run, such as the right to appoint or dismiss the directors of the company. A Shareholder typically also receives the financial benefits from the company.