Director’s tasks
A director's tasks can include:
- setting up and monitoring the company’s big picture – for example strategy, risk management and employee wellbeing
- setting up policies and making decisions
- filing legal documents
- calling meetings – for example, to review how the business is operating
- keeping records
- setting up contracts with suppliers, lenders and others
- following all the laws relevant to your company.
Director's legal duties
Directors have legal, ethical and commercial responsibilities – duties that protect both you and the company. You’re also expected to take an active interest in the company and stay informed – even if you’re not handling daily operations.
If you care about the business, the following duties should feel natural. Failing to meet them can have serious consequences for you and the company.
Act in good faith
Always act in the best interests of the company. Use your judgement carefully – claiming good intentions won’t excuse poor decisions. Be honest about conflicts of interest, like having ties to a supplier. You don't need to avoid conflicts entirely, but you do need to declare and manage them transparently.
Conflicts of interest practice guide - Institute of Directors New Zealand
Have a duty of care
You’re expected to understand and stay involved in all aspects of the business, even beyond your areas of focus. Make thoughtful, informed decisions – don't just follow others. Ask questions, seek expert advice when needed, and prepare properly for meetings. Keep up with company performance so you can make sound, responsible choices.
Use your powers for good
Only act within the powers you’ve been given. Use your influence positively – don't overstep, even with good intentions. For example, don’t bypass managers or manipulate shareholder control. Respect the structure of the company and support it through responsible leadership.
Follow the Companies Act and your constitution
You must comply with the Companies Act 1993, which outlines your powers and responsibilities. If your company has a constitution, follow that too. It may cover things like meeting frequency or voting rules. The right governance team can help ensure you meet all legal organisational obligations.
Be able to meet your commitments
Don’t commit your company to anything it can’t realistically deliver – whether it's an order, a purchase, or a contract. Always consider the company’s financial position before agreeing to obligations. Acting responsibly helps protect your business and your reputation.
Trade sensibly to protect your creditors
Always ensure the company can pay its debts. Avoid trading in ways that could cause harm to suppliers or creditors. Keep accurate financial records and understand them. If trouble arises, get expert help early – trading recklessly could make you personally liable for company debts.
Use company information appropriately
Use company information responsibly and only for company-related purposes. Share details only when legally required or in the company’s best interest. Never use insider knowledge for personal gain, like trading shares ahead of public news. Sensitive information should only be used with proper authorisation.
Winning twice could mean losing
Amit runs a small tech company that develops apps for other companies. He’s looking to work with larger clients. He pitches for two projects with nationwide chains and is offered both of them. They’d both fit in with his business plan, but he knows he only has enough staff to work on one of them.
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