Directors' Duties and the Board's Role in Regulatory Compliance Guide

Directors' Duties and the Board's Role in Regulatory Compliance JanuaryGuide 2017 www.simpsongrierson.com

Contents

Section Page Introduction ...... 1 Overview ...... 2 General Duties ...... 3 Key Lessons and Examples ...... 6 Regulatory Compliance Framework ...... 15 Key Statutory Responsibilities ...... 17 Insurance and Indemnities ...... 28

Introduction

This guide provides an overview of the sources of directors' duties and the board's role in SIMPSON GRIERSON regulatory compliance, and explains the impact that recent cases have had on those duties. In Simpson Grierson is one of New Zealand's particular, it outlines obligations following leading commercial law firms, and also one of legislative developments in the area of the largest. We have over 330 staff, including workplace health and safety. 50 partners and more than 175 other legal staff in our Auckland, Wellington, and The information contained in this guide has Christchurch offices. been written by Simpson Grierson. It is current as at January 2017. We are a full-service law firm and are proud of our reputation for providing expert, yet Every effort has been taken to ensure practical, advice across all areas of commercial accuracy, but Simpson Grierson is not liable for law. any errors or omissions. This guide should not be relied on in lieu of legal advice. If you We have excellent international connections. require advice on any aspect covered by this We are New Zealand's only member of Lex guide, you should seek the assistance of a Mundi, the world's leading association of professional adviser. independent law firms. We are a co-founder of the Pacific Rim Advisory Council. Our If you would like further information on partners include members of the International director liability issues, please contact us. Bar Association and the Inter-Pacific Bar Association.

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John Rooney

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