Director duties news content | IoD NZ

type: Director duties
date: 15/10/26

Boardroom Premium

The risk was there. Did the board see it?

The risk was there. Did the board see it?

Critical information can be buried, softened or overlooked. Directors still have a duty to find out what they need to know.

Accountability
Due diligence

type: Director duties
date: 29/09/26

Boardroom Premium

The photo on the wall test

The photo on the wall test

What would a future director blame your board for missing? Four directors ask how boards can see vulnerability before harm occurs.

Accountability
Governance failures

type: Director duties
date: 17/09/26

Boardroom Premium

Borrowed credibility is not due diligence

Borrowed credibility is not due diligence

Not-for-profit boards may lack big recruitment budgets, but cannot afford shortcuts. Due diligence depends more on discipline than dollars.

Board evaluation
Due diligence
Not-for-profit governance

type: Director duties
date: 16/09/26

Boardroom Premium

Have we actually overreached? Recognising when your business needs to pivot

Have we actually overreached? Recognising when your business needs to pivot

Family-owned Ernslaw One moved closer to contractors to improve safety. CEO Darren Mann MInstD says the next challenge is knowing when to…

Family business
Health and safety

type: Director duties
date: 14/09/26

Boardroom Premium

The $15 million bet Malaghan chose to take

The $15 million bet Malaghan chose to take

David Downs CMInstD explains how a board backed fundamental science when neither the outcome nor the funding was guaranteed.

Decision making
Not-for-profit governance
Purpose

type: Director duties
date: 03/09/26

Forestry slash and directors’ duties: when environmental risk becomes personal

Forestry slash and directors’ duties: when environmental risk becomes personal

A Gisborne forestry case shows how environmental compliance failures can leave directors personally liable.

Climate change and nature governance
Compliance
Liability

type: Director duties
date: 02/09/26

Boardroom Premium

Share registers: a duty directors cannot outsource

Share registers: a duty directors cannot outsource

Recent requests for shareholder information show why boards need confidence in the processes for maintaining and disclosing it.

Compliance
Privacy
Shareholders

type: Director duties
date: 31/08/26

No vote, but still responsible?

No vote, but still responsible?

A vote gives formal power. Without one, a board or committee member’s influence, participation and responsibility can be harder to define.

Accountability
Compliance
Public sector

type: Director duties
date: 21/08/26

Is your workplace ready for a citizen’s arrest?

Is your workplace ready for a citizen’s arrest?

Expanded citizen’s arrest powers could expose staff to confrontations their policies and training were never designed to handle.

Due diligence
Health and safety

type: Director duties
date: 17/08/26

Boardroom Premium

When personal conviction collides with organisational purpose

When personal conviction collides with organisational purpose

Directors retain their beliefs and causes. What happens when public conduct appears at odds with the organisation they serve?

Conflict of interests
Purpose

type: Director duties
date: 07/08/26

New address protections for directors

New address protections for directors

Directors concerned about their safety can apply to replace their public home address with an alternative address from 18 November 2026.

type: Director duties
date: 28/07/26

Boardroom Premium

When helpful advice starts to look like governance

When helpful advice starts to look like governance

Dentons partner Chris Parke says advisory boards strengthen decision-making when advice and authority remain clearly separate.

Compliance
Liability

type: Director duties
date: 07/07/26

Boardroom Premium

High-friction customers: the hidden cost boards cannot ignore

High-friction customers: the hidden cost boards cannot ignore

Vexatious complaints, sovereign citizen-style claims and AI-assisted obstruction are creating real costs for some organisations.

Compliance

type: Director duties
date: 02/07/26

Psychosocial harm: the risk boards may not see

Psychosocial harm: the risk boards may not see

Australia shows what enforcement looks like. New Zealand boards need leading indicators before psychosocial harm shows up.

Health and safety

type: Director duties
date: 28/05/26

DENTONS

QEX penalties put directors’ financial reporting duties in the spotlight

QEX penalties put directors’ financial reporting duties in the spotlight

The first FMA civil proceedings remind directors of FMC reporting entities they may face personal liability for late financial statements.

Compliance
From our sponsors

type: Director duties
date: 13/05/26

Boardroom Premium

The Star Casino case: when governance looks right but isn’t

The Star Casino case: when governance looks right but isn’t

An IoD webinar examining the Star case highlights how issues can develop and asks whether boards would see them in time to act.

type: Director duties
date: 30/04/26

Boardroom Premium

What boards can’t see in their supply chains

What boards can’t see in their supply chains

Disruptions rarely start where boards are looking. As supply chains grow more opaque, the gap between accountability and visibility widens.

Supply chains

type: Director duties
date: 29/04/26

Boardroom Premium

When culture is exposed: what directors can learn from Pharmac

When culture is exposed: what directors can learn from Pharmac

Internal communications obtained under the Privacy Act reveal a disconnect between behaviour and the treatment of stakeholders.

Accountability

type: Director duties
date: 17/04/26

DENTONS

Directors on notice: Court reinforces due diligence expectations under HSWA

Directors on notice: Court reinforces due diligence expectations under HSWA

High Court upholds conviction of former Ports of Auckland chief executive, reinforcing directors’ duty to actively oversee safety risks.

Director duties
From our sponsors
Health and safety

type: Director duties
date: 10/04/26

Widespread deregistration hits incorporated societies

Widespread deregistration hits incorporated societies

Officers and committee members may now face personal liability, alongside challenges with contracts, banking and assets.

Compliance

type: Director duties
date: 20/03/26

Boardroom Premium

Wearing the silver fern in the boardroom

Wearing the silver fern in the boardroom

What does it mean to represent New Zealand in the boardroom, and are we supporting the best and brightest to step forward?

Board composition
Leadership

type: Director duties
date: 13/03/26

Dentons | HSE Global

Boardroom Premium

Health and safety reform: Key implications for directors and officers

Health and safety reform: Key implications for directors and officers

Proposed reforms to the Health and Safety at Work Act aim to prioritise critical risks and clarify officers’ duties.

From our sponsors
Health and safety
Policy and legislation

type: Director duties
date: 06/03/26

Boardroom Premium

Accountable for everything. In control of little

Accountable for everything. In control of little

Richard Westlake CFInstD reflects on rising pressures, personal risk and what must change to keep capable directors around the table.

Liability

type: Director duties
date: 06/03/26

Health and Safety Amendment Bill: Alignment, ambition and what’s missing

Health and Safety Amendment Bill: Alignment, ambition and what’s missing

The Bill aligns with some IoD priorities but misses others. This article seeks member feedback on the proposed IoD submission.

Health and safety
Policy and legislation

type: Director duties
date: 05/03/26

Boardroom Premium

PAYE, GST and personal risk: Why tax arrears are a governance issue

PAYE, GST and personal risk: Why tax arrears are a governance issue

Tax arrears and creditor action are accelerating failures. What boards must watch now, and when to seek independent advice.

type: Director duties
date: 26/02/26

Boardroom Premium

Driving risk: a governance blind spot

Driving risk: a governance blind spot

Fatigue and distraction remain leading causes of serious work-related harm. The question is whether boards actively oversee the risk.

Health and safety

type: Director duties
date: 16/02/26

OPINION

IMHO: The risk of risk aversion

IMHO: The risk of risk aversion

We should not tolerate dishonest or careless corporate behaviour, but good risk judgement is about taking risk, not avoiding it.

type: Director duties
date: 16/01/26

Boardroom Premium

Managing conflicts of interest: we all need to lift our game

Managing conflicts of interest: we all need to lift our game

Declaring a conflict is only the first step. Boards must ensure conflicts are properly recorded, actively managed and transparent.

Conflict of interests
Ethics

type: Director duties
date: 21/11/25

Optimism and activism: key themes in 2025 Director Sentiment Survey

Optimism and activism: key themes in 2025 Director Sentiment Survey

Directors are cautiously optimistic about the economy as shareholder and member activism rises, especially in the public sector.

Stakeholders

type: Director duties
date: 14/11/25

New Companies Register privacy law a step forward – but more to do

New Companies Register privacy law a step forward – but more to do

The IoD welcomes new protections for directors’ home addresses but continues to call for an easier process and clearer implementation.

Privacy

type: Director duties
date: 14/10/25

MARSH

Five global risks New Zealand directors should be watching

Five global risks New Zealand directors should be watching

New guidance from Marsh on building organisational resilience in response to rising economic, climate and tech-related risks.

Climate change and nature governance
From our sponsors

type: Director duties
date: 13/10/25

Safe at home? Not directors, not this year

Safe at home? Not directors, not this year

Many New Zealand directors say they have faced similar threats at home as Winston Peters.

Health and safety

type: Director duties
date: 01/10/25

Use it or lose it: re-register your incorporated society or risk deregistration

Use it or lose it: re-register your incorporated society or risk deregistration

With six months to go, now’s the time to update your constitution and protect your society’s future.

Not-for-profit governance

type: Director duties
date: 19/09/25

HSE Global

Lead the way: why boards must prioritise workplace health and safety

Lead the way: why boards must prioritise workplace health and safety

Despite repeated calls for change, workplace harm still costs $5.4 billion a year. Directors are urged to lead from the front line.

From our sponsors
Health and safety

type: Director duties
date: 09/09/25

Boards urged to ‘join dots’ on safety and productivity

Boards urged to ‘join dots’ on safety and productivity

Workplace harm cost $5.4 billion in 2024. Injuries are down, but time off per injury has doubled over the past decade, says new report.

Health and safety
Leadership

type: Director duties
date: 03/09/25

When GST and PAYE go unpaid: The governance red flags for directors

When GST and PAYE go unpaid: The governance red flags for directors

Tax governance isn’t optional – it’s central to solvency, reputation and director duties.

Director duties
Liability

type: Director duties
date: 21/08/25

M&A on the horizon: What directors need to watch

M&A on the horizon: What directors need to watch

Boards face both opportunity and risk as M&A momentum builds in key sectors.

Decision making
Future-proofing

type: Director duties
date: 08/08/25

DENTONS

Health and safety legal update – further uncertainty for directors

Health and safety legal update – further uncertainty for directors

Court decisions and regulatory reform are changing the health and safety governance landscape.

From our sponsors
Health and safety

type: Director duties
date: 08/08/25

Governance news bites – 8 August 2025

Governance news bites – 8 August 2025

A collection of governance-related news you might have missed in the past two weeks.

Health and safety

type: Director duties
date: 01/08/25

Global audit insights: converging risks and what directors must know

Global audit insights: converging risks and what directors must know

The pace and complexity of risk is accelerating, with AI, cyber threats, geopolitics and sustainability reshaping board oversight.

AI
Audit
Cyber security

type: Director duties
date: 25/07/25

Coldplay kiss cam: When private conduct becomes a governance risk

Coldplay kiss cam: When private conduct becomes a governance risk

A viral scandal shows why boards must prepare for reputation-led crises – and ensure culture, conduct and CEO oversight are robust.

Crisis management
Privacy

type: Director duties
date: 11/07/25

Governance news bites – 11 July

Governance news bites – 11 July

A collection of governance-related news that you might have missed in the past two weeks.

AI
Climate change and nature governance
Trade

type: Director duties
date: 27/06/25

Governance news bites – 27 June

Governance news bites – 27 June

A collection of governance-related news that you might have missed in the past two weeks.

Cyber security
Transparency

type: Director duties
date: 30/05/25

Governance news bites – 30 May

Governance news bites – 30 May

A collection of governance-related news that you might have missed in the past two weeks.

ESG
Supply chains

type: Director duties
date: 28/05/25

From Aotearoa to Arup: New Zealand’s health and safety governance guide goes global

From Aotearoa to Arup: New Zealand’s health and safety governance guide goes glo...

What connects Arup’s boardrooms and New Zealand’s directors? A shared toolkit for governing health and safety well.

Health and safety

type: Director duties
date: 15/04/25

Signals ignored: the UK Post Office scandal and the cost of governance silence

Signals ignored: the UK Post Office scandal and the cost of governance silence

A recent webinar on the UK Post Office scandal highlights what boards must do to challenge culture, data and direction.

Board dynamics

type: Director duties
date: 02/04/25

Simple steps to build a solid foundation for privacy

Simple steps to build a solid foundation for privacy

Training, empowerment and leadership from the boardroom are vital in establishing an effective privacy culture.

Privacy
Public sector

type: Director duties
date: 02/04/25

IoD welcomes clarification of health and safety duties, says more could be done

IoD welcomes clarification of health and safety duties, says more could be done

The Government is clarifying the duties of directors in health and safety, a move we advocated for.

Health and safety
Liability

type: Director duties
date: 30/01/25

HSE Global

Health and safety as a business enabler

Health and safety as a business enabler

New IoD national sponsor HSE Global brings international expertise and digital tools to drive sustainable performance.

From our sponsors
Health and safety

type: Director duties
date: 28/11/24

Dentons

Ex-Port of Auckland CEO guilty of health and safety breaches

Ex-Port of Auckland CEO guilty of health and safety breaches

Former Port of Auckland CEO Tony Gibson has been found guilty in relation to employee death in the workplace.

From our sponsors
Health and safety

type: Director duties
date: 19/11/24

Staying true to our values

Staying true to our values

Saunoamaali’i Karanina Sumeo says in continuing to do business with the US we need to be clear about our values.

Human rights
Leadership
Supply chains

type: Director duties
date: 23/09/24

Dentons

Reforming transparency

Reforming transparency

Impending changes for director address requirements will maintain transparency while enhancing privacy.

From our sponsors

type: Director duties
date: 30/08/24

Trust and respect build better boards

Trust and respect build better boards

Find out why having the right conversations within the right environment is needed for effective decision making.

Board dynamics
Due diligence

type: Director duties
date: 17/05/24

Revealed: the huge cost of New Zealand’s workplace bullying and harassment

Revealed: the huge cost of New Zealand’s workplace bullying and harassment

The cost of bullying and harassment to NZ employers is around $1.5 billion a year according to a damning new report.

Accountability

type: Director duties
date: 16/05/24

Support for removing director home address publication requirements

Support for removing director home address publication requirements

Changes to the Companies (Address Information) Amendment Bill sought to remove the harmful director home address publication requirement.

Privacy

type: Director duties
date: 14/05/24

Check your privilege

Check your privilege

A Canadian case raises issues of legal privilege when dealing with a privacy breach.

Privacy

type: Director duties
date: 09/05/24

Putting privacy on the boardroom table

Putting privacy on the boardroom table

Ignorance is not a legal defence under the Privacy Act, so make sure you understand your obligations.

Privacy

type: Director duties
date: 08/05/24

Dentons

A board’s worst nightmare, and the ramifications

A board’s worst nightmare, and the ramifications

All school boards urged to examine safety policy after Whangārei Boys' High School board charged over student death on caving trip.

From our sponsors
Health and safety
Schools

type: Director duties
date: 18/03/24

Worker exploitation: Ignorance is no longer a defence

Worker exploitation: Ignorance is no longer a defence

Modern slavery is out in the open and benefits businesses says Tania Donaldson, Manager of Employment System Guidance & Engagement (MBIE).

Accountability
Liability
Supply chains

type: Director duties
date: 22/02/24

Dentons

Knock knock? How best to address a director’s right to privacy

Knock knock? How best to address a director’s right to privacy

A Bill that would allow directors to keep their home addresses private is moving through Parliament.

From our sponsors
Privacy

type: Director duties
date: 16/01/24

Elon Musk’s drug use back on the agenda for the Tesla board

Elon Musk’s drug use back on the agenda for the Tesla board

Find out how Elon Musk’s reported drug use has Tesla board members facing a familiar quandary: deciding what, if anything, to do about the…

Board dynamics
Governance failures

type: Director duties
date: 14/12/23

Extinction or a chance to renew?

Extinction or a chance to renew?

Despite news to the contrary, the Incorporated Societies Act 2022 does not sound the death knell for incorporated societies.

type: Director duties
date: 15/11/23

Risky business: Thinking about board oversight

Risky business: Thinking about board oversight

Usual business risks are mounting, joined by climate, cyber and other risks. Is your board thinking about its risk oversight?

Supply chains

type: Director duties
date: 02/11/23

Dentons

When an employee’s worst family troubles become yours

When an employee’s worst family troubles become yours

How should a board of directors respond when an employee's family situation becomes a liability for the business?

Board-management relationship
Conflict of interests
From our sponsors

type: Director duties
date: 16/10/23

When a smiley face is worth a thousand words – and maybe a million dollars

When a smiley face is worth a thousand words – and maybe a million dollars

In the emoji economy, a wink and a nod could cost you a lot.

Court decisions
Liability

type: Director duties
date: 04/10/23

Author says sufficient due diligence needed to do business in China

Author says sufficient due diligence needed to do business in China

New bookThe China Tightrope sets out the faultlines that NZ businesses will need to navigate.

Due diligence
Human rights
Supply chains

type: Director duties
date: 07/09/23

Mainzeal: what about Sir Paul Collins?

Mainzeal: what about Sir Paul Collins?

What Sir Paul Collins did to mitigate his risk in the Mainzeal case is a lesson for all directors.

Court decisions
Liability

type: Director duties
date: 25/08/23

Institute of Directors’ Mainzeal statement

Institute of Directors’ Mainzeal statement

The Supreme Court has released its decision in the Mainzeal case, and it may have far-reaching effects on New Zealand’s director community

Court decisions
Director duties
Liability

type: Director duties
date: 25/08/23

Mainzeal – creditor protection, but cold comfort for directors

Mainzeal – creditor protection, but cold comfort for directors

The Supreme Court dismissed appeals by the directors in Richard Ciliang Yan v Mainzeal Property and Construction Limited.

Court decisions
Director duties
Liability

type: Director duties
date: 03/08/23

The Companies (Directors Duties) Amendment Act 2023 is now law

The Companies (Directors Duties) Amendment Act 2023 is now law

The Act amends section 131 of the Companies Act 1993 to “clarify” directors may consider a wide range of factors in making decisions.

Director duties
ESG
Stakeholders

type: Director duties
date: 27/07/23

Time to get ready for the Incorporated Societies Act 2022

Time to get ready for the Incorporated Societies Act 2022

Denton’s summary of changes to incorporated societies law, and implementation guidance.

Compliance
Not-for-profit governance

type: Director duties
date: 27/07/23

GNDI Survey Report reveals long-term focus critical for success

GNDI Survey Report reveals long-term focus critical for success

A survey by the Global Network of Director Institutes (GNDI) reveals long-term strategy is now critical.

Director duties
Diversity & inclusion

type: Director duties
date: 23/06/23

Making directors’ lives harder isn’t always bad

Making directors’ lives harder isn’t always bad

Directors might act in a more self-interested way if they better understood legal risks .

Director duties
Liability

type: Director duties
date: 13/06/23

Trust and misinformation: governance outtakes

Trust and misinformation: governance outtakes

Boards need to be considering the impacts of increasing misinformation and reducing trust on their organisations.

type: Director duties
date: 21/04/23

Governance (or the lack of it): a common thread

Governance (or the lack of it): a common thread

Want to get arrested? Ignore or resist governance and don’t have a board for your company.

Board-management relationship
Court decisions
Governance failures

type: Director duties
date: 24/03/23

New health and safety representatives and committees requirements proposed

New health and safety representatives and committees requirements proposed

The Health and Safety at Work Amendment Bill proposes to improve all workers access to Health and Safety Representatives and Committees.

Health and safety

type: Director duties
date: 10/03/23

Report urges curiosity and courage on H&S

Report urges curiosity and courage on H&S

Health and safety needs to be integrated into organisational purpose, says the Better Governance Project.

Health and safety

type: Director duties
date: 07/03/23

Speaking out: clarity on expectations and values

Speaking out: clarity on expectations and values

This is one of three opinion articles published as a package, looking at the issue of political neutrality in the public sector.

Director duties

type: Director duties
date: 28/02/23

Risk management: Twitter, FTX and what boards should not do

Risk management: Twitter, FTX and what boards should not do

When a company fails, it is often due to accumulated under-performance, strategic drift, and poor risk management.

Board-management relationship
Governance failures

type: Director duties
date: 15/02/23

After the storm

After the storm

Guidance for directors after Cyclone Gabrielle.

Board-management relationship
Crisis management

type: Director duties
date: 10/02/23

Seismic safety: Health and safety at work governance

Seismic safety: Health and safety at work governance

Are their inconsistencies in directors duties under the Building Act and HSWA?

Director duties
Health and safety

type: Director duties
date: 14/11/22

FTX is a signal to brush up on your red flags

FTX is a signal to brush up on your red flags

Broad principles that may give you a chance of spotting the next listed company fraud scandal.

Accountability

type: Director duties
date: 10/11/22

Biosecurity governance guide for boards

Biosecurity governance guide for boards

The Biosecurity Business Pledge group has launched two new biosecurity guides.

Board-management relationship
Trade

type: Director duties
date: 27/10/22

Directors duties: When should directors take creditor interests into account?

Directors duties: When should directors take creditor interests into account?

Do directors need to consider the interests of creditors, in addition to shareholders, into account?

Court decisions
Director duties

type: Director duties
date: 05/10/22

Risky business

Risky business

Can you be found to be a de facto director if you’ve resigned from office?

Court decisions
Director duties

type: Director duties
date: 13/09/22

A setting you can live with

A setting you can live with

What removing the Covid-19 traffic light system means for organisational governance.

Health and safety

type: Director duties
date: 18/08/22

Demand for “ethical” investments not matched by quality information (yet)

Demand for “ethical” investments not matched by quality information (yet)

FMA review highlights difficulty for investors to assess ESG disclosures.

ESG
Reporting
Stakeholders

type: Director duties
date: 07/07/22

Want a highly effective board?

Want a highly effective board?

A new survey shows the high performing attributes directors require.

Director duties

type: Director duties
date: 22/06/22

Be aware of cartel behaviour and penalties

Be aware of cartel behaviour and penalties

A cartel case in Australia has resulted in prison time for those involved.

Director duties

type: Director duties
date: 11/05/22

An opportunity for impact

An opportunity for impact

Recommendations for regulating modern slavery in supply chains in Aotearoa New Zealand.

Director duties
ESG
Supply chains

type: Director duties
date: 05/05/22

The new tax reporting requirements for trusts in New Zealand may have unintended positive effects

The new tax reporting requirements for trusts in New Zealand may have unintended...

IRD has finalised the new reporting requirements for domestic trusts in NZ.

type: Director duties
date: 28/04/22

OPNINON

Now is the time...

Now is the time...

for workplaces to aim for a better and more thriving future, for all of us.

Health and safety

type: Director duties
date: 27/04/22

Musk’s Twitter takeover

Musk’s Twitter takeover

A director’s first duty is to act in the best interests of the company, not its shareholders.

Director duties
Liability

type: Director duties
date: 23/03/22

A director's role in ensuring a mentally healthy workplace

A director's role in ensuring a mentally healthy workplace

Improving our understanding of mental health due diligence requirements under the HSWA.

Director duties
Health and safety
Wellbeing

type: Director duties
date: 22/03/22

You just sacked 800 people without warning. Now what?

You just sacked 800 people without warning. Now what?

The fallout from P&O's no-notice redundancy provides lessons for company directors.

Governance failures

type: Director duties
date: 22/03/22

Privacy win for directors

Privacy win for directors

Directors will soon be able to remove their home addresses from the Companies Register.

Privacy

type: Director duties
date: 25/02/22

Cutting through the Omicron noise

Cutting through the Omicron noise

Advice and tactics for business leaders and directors.

Health and safety
Leadership
SME governance

type: Director duties
date: 25/01/22

Potential double liability for directors of insolvent companies

Potential double liability for directors of insolvent companies

A director of an insolvent company may potentially have concurrent liability under the Companies Act 1993 and the Fair Trading Act 1986.

Court decisions
Director duties

type: Director duties
date: 21/01/22

Top five issues reveal no rest for New Zealand directors in 2022

Top five issues reveal no rest for New Zealand directors in 2022

There will be no ‘business as usual’ in 2022.

Climate change and nature governance

type: Director duties
date: 02/12/21

Independent review of Westpac provides good reminders for all boards

Independent review of Westpac provides good reminders for all boards

The report into Westpac New Zealand’s risk governance practices provides useful reminders for boards.

Director duties