《公司法》第181條規定，官員或公司的誠信義務。公司的董事或其他職務必須履行其職責，使其是出於善意、公司利益和有目的地履行職責。即使職責沖突，他們也必須誠實行事。第182條規定，公司董事不應濫用職權。公司董事擁有權力，因此，他們不能利用自己的職位以任何方式獲得優勢，從而可能對職位R v Byrnes (1995) 130 ALR 529造成潛在的有害風險。第183條規定，公司董事不得濫用職權。當他們遇到對自己有利的信息時，他們不能濫用這些信息。因其地位而獲得的資料必須僅用於其正當目的和原始意圖。它不應該以任何損害公司利益的方式使用
Corporations Act 2001 (Cth) s 9, describes who can be considered as a director. A person who is in the management duty of a company could be considered a director. The law does not require them to be officially appointed as a director. The law checks to find out if the established directors of the company work under the major guidance of one people, then that person would also become a director. However, this need not be the only qualification.
Section 181 of the Corporations Act states that the duties of good faith for an officer or corporation. A director or other office of a corporation must discharge their duties such that they did it in good faith and the interests of the corporation and for a purpose. They must act honestly even if they have conflicting duties.Section 182 states that the director of the corporation should not abuse his position. The director of the corporation holds power, and hence, they can not make use of their position to gain advantage in any way which could cause a potentially detrimentally risk to the position R v Byrnes (1995) 130 ALR 529. Section 183 states that directors of a corporation should not abuse their power. When they across information that could be of advantage to themselves then they must not abuse that information. Information obtained because of their position must be used only for its rightful purpose and original intention. It should not be made use of in any ways that results in detriment for the company
According to the corporations Act, the director owes a duty of due diligence and due care. They should not be negligent in their duties, and according to both the general law and under the corporations Act section 180, they are to exercise their due care and diligence with proper efforts shown.
The members of the company who have a duty of care are the executive directors of the company, officers, the non-executive directors of the company, the company chairman and more. Under statutory duty, the director has to show that they worked with due diligence, which any person in that state would reasonably have been expected to do so. The defenses afforded against the duty of care breach are as follows. Firstly, the business judgment rule defence can be applied if the directors can claim that they made a positive business judgment. Alternatively, they should be able to show they made a rational decision and had no personal interest in it. Secondly, they can claim protection with the reliance defense rule in which the director show they relied on professional advice when they made the decisions. Thirdly, they can show delegation defense where they show they delegate their powers of decisions.