Duties and Responsibilities of Directors and Officers
by Professor Robert Baxt AO

ISBN: 9780987190154 Publisher: Australian Institute of Company Directors (2012)
Reviewed by: Julie Garland McLellan*

When a book gets issued in 20 editions and each one sells out there is a reasonable expectation of excellence in the mind of the buyer. In this instance buyers will find their expectations met or exceeded.

Rick Lee, Chairman of the Australian Institute of Company Directors described the book as an "essential addition to every director's desk" and I am inclined (for once) to agree without arguing. The risk of litigation and the complexity of the boardroom environment are increasing every year. Directors need to remain up-to-date with the developments in legislation and in societal acceptance of elements of the role which have not yet been cast into legislation but can be surmised from analysis of the trends in settlements and judgements over recent years.

Bob Baxt is a frequently cited expert of Corporations Law and the director's duties and is obviously the best qualified person in Australia to put forward a reasoned explanation of the myriad judgements, appeals and settlements that are shaping expectations of director performance. He is also, unlike some other legal eminences, a practical and businesslike writer with an efficiency of words and applicability of concepts that all governance commentators would do well to emulate.

The stories in each of the cases are sketched with enough information for a practised director to understand the motivations of the principal protagonists and, whilst there is little interpretation or characterisation, the plots are compelling and vivid.

The book is comprehensive and up-to-date and manages to be concise and readable. The result is a seamless coverage of topics such as statutory and fiduciary duties in both day-to-day and extreme situations followed by consideration of special circumstances such as insolvency, forgiveness (by shareholders and courts), and remedies for shareholders and stakeholders under both statutory and common law.

The best element of the book is the selection of practical ideas in the section titled 'Traps for the Unwary Director'. I read it carefully...twice. I suggest you do the same.

There is an appendix with brief summaries of the legal cases referred to in the body of the text and another which details the key provisions of Australian Corporations Law as established in the Corporations Act.

Like most books from this publisher the quality of the paper, printing and binding are superb making it a pleasure to curl up and read. The typeface is mercifully large and the serif font makes it a relaxing read. This is a book that readers will return to over and over as it addresses the niggling doubts that arise when reading papers, reviewing minutes or pondering strategy.

My copy is already getting a bit dog-eared but I am not too worried; I know I'll lend it to someone soon and then feel a pressing need to replace it so I can check references before the loan copy returns (if, indeed, it ever does). If you don't know me well enough to be confident of borrowing my copy before someone else beats you to it, I thoroughly recommend you buy a copy from the publisher.

Also, make sure you don't buy a previous edition; they are still available from several bookshops and libraries. Out-of-date information for directors is almost as dangerous as no information at all!

Available at www.companydirectors.com.au

* Julie Garland McLellan is a professional non-executive director, board and governance consultant and mentor. She is the author of "Presenting to Boards", Dilemmas, Dilemmas: Practical Case Studies for Company Directors, "The Director's Dilemma", "All Above Board: Great Governance for the Government Sector" and numerous articles on corporate strategy and governance.

Julie Garland McLellan to judge 2011 Global eBook Awards