Directors duties training

Companies Act and Directors’ Duties

CISA

1 point

3 modules

NOTE

This course is useful for directors, prescribed officers, executives, senior managers and employees involved in governance, oversight or strategic decision-making.

It may be useful alongside King V & Corporate Governance, Conflicts of Interest, Ethics in a Nutshell, Anti-Bribery and Corruption and other governance awareness courses.

overview

Director decisions carry personal consequences

The Companies Act does not treat directorship as an honorary role. Directors and prescribed officers must act within the company’s governing documents and meet statutory duties involving good faith, proper purpose, the company’s best interests, care, skill, diligence and conflicts of interest.

Those duties are engaged before resolutions, approvals, delegations and financial decisions are made.

This course gives directors, prescribed officers and senior decision-makers a practical awareness foundation so they can recognise when a duty is at stake, follow the right process and know when to seek advice.

The course

Know the duty behind the decision

The course explains who is treated as a director or prescribed officer, eligibility and disqualification, the role of governing documents, delegation and reliance, resignation, and the disclosure and management of personal financial interests.

It covers the standards of conduct in section 76 of the Companies Act: acting in good faith, for a proper purpose and in the best interests of the company, and exercising the required care, skill and diligence. It also explains the business judgement rule, potential liability for breach, indemnity and insurance.

Practical topics include company records and CIPC filings, the solvency and liquidity test, circumstances in which CIPC may require a company to cease trading, and when business rescue procedures must be followed.

Scenario-based examples connect these duties to the decisions directors and prescribed officers make in practice.

Director accountability

A commercially attractive decision can still create exposure if conflicts, information or the required process are ignored.

Legal consequences

These duties have teeth

The Companies Act creates more than a statement of good practice. Section 77 can make a director or prescribed officer personally liable for loss, damages or costs arising from certain breaches. Under section 162, a court may declare a director delinquent or place them under probation. Failures involving personal financial interests can also compromise the validity of a decision unless the Act’s requirements are properly addressed.

The CIPC administers and enforces the Companies Act, while courts determine remedies such as liability and delinquency. Training and awareness can help decision-makers recognise the moments that require disclosure, proper information, documented process, escalation or professional advice before the organisation commits itself.

Give directors Companies Act awareness before key decisions.

Got questions? Start here.

Who should complete this Companies Act and directors’ duties course?

It is designed for directors, prescribed officers, executives, senior managers and employees whose work supports governance, oversight or strategy. It is also suitable for newly appointed directors who need a structured introduction to their responsibilities.

What duties does the Companies Act place on directors?

The course explains the duties to act in good faith, for a proper purpose and in the best interests of the company, and to exercise the required care, skill and diligence. It also covers personal financial interests, governing documents, delegation, reliance and the need to remain properly informed.

Can directors be held personally liable for a breach of duty?

Yes. Section 77 of the Companies Act provides for personal liability for loss, damages or costs arising from certain breaches by directors and prescribed officers. Depending on the conduct, a court may also declare a director delinquent or place them under probation. The course explains this exposure at an awareness level; it does not provide legal advice.

Does the course cover conflicts of interest and the business judgement rule?

Yes. Learners work through the disclosure and management of personal financial interests and the conditions associated with the business judgement rule, including being appropriately informed, addressing conflicts and having a rational basis for believing a decision is in the company’s best interests.

What practical board decisions does the course address?

It connects the law to approvals, resolutions, conflicts, delegation, record-keeping, CIPC filings, the solvency and liquidity test, financial distress and business rescue. Scenarios help learners recognise when to pause, disclose, document, escalate or obtain advice.

Can the course support director induction or be customised?

Yes. The course can support new-director induction and refresher training. It can also be customised to reflect the organisation’s Memorandum of Incorporation, delegation framework, conflicts process, board policies, approval thresholds and escalation routes.

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