Directors and Officers: Best Practice Guide
This is your chance to hear valuable insights from experts and thought leaders as they examine the most pressing issues affecting the boardroom. Topics that will be explored include board evaluations, ethics and corporate misconduct, directors’ liability under the Health and Safety at Work Act, and Insurance and indemnities. Get the latest updates, cases and walk away with the key skills to enhance decision making and implement best practice. WEB233NZA42
Description
Attend and earn 4 CPD hours
Chair: Aaron Nicholls, Director, Nicholls Law Limited
9.00am to 10.00am Board Evaluations: A Practical Guide
Board evaluations are an important part of best practice in governance. Gain a practical guide to evaluating board performance including:
- What are board evaluations and why they are important
- What should be reviewed
- Different process options
- How to deal with review outcomes
Presented by Julie Hardaker, Director, Julie Hardaker Lawyers
10.05am to 11.05am Corporate Misconduct and Ethical Considerations
There is a consistent trend around the world, and domestically, for organisational integrity to be closely examined, both by regulators and other stakeholders. Boards and senior managers of every organisation should be concerned about corporate culture, and the internal and external threats to their organisation’s integrity and ethical dealings. A failure to properly manage the risks of an ethical or legal breach by your organisation can lead to government investigations and prosecutions, individual and corporate liability in both criminal and civil law, and significant reputational damage to your organisation and to the individuals within it.
In this session you will look at:
- The increasing criminalisation and enforcement of corporate misconduct by regulators
- The increasing importance of ethical business more broadly, including in respect of supply-chain integrity and corporate social responsibility
- What it means to take a “risk based approach” to organisational integrity, and how to balance “compliance” with the commercial requirements to get business done
- Specific examples of some of the key threats to organisational integrity, including:
- sanctions
- anti-bribery & corruption
- cartels
- anti-money laundering and countering terrorist financing
- How cross-border investigations can develop, and need to be managed, including matters touching on Australia, the USA and the UK
Presented by Aaron Lloyd, Partner, MinterEllisonRuddWatts
11.15am to 12.15pm Director and Officer Liability Under the Health and Safety at Work Act
Examine the framework and application of the Health and Safety at Work Act with a focus on Directors and Officer liability, including:
- The purpose of the HSWA and an update on the Government’s work-related fatalities goal set in 2013
- An outline of Directors’ and Officers’ duties and liability under the Act
- Analysis of recent trends and cases
- Good governance measures for Directors and Officers
- Discussion on the relevance of the Criminal Proceeds (Recovery) Act 2009 and the future landscape for Director and Officer health and safety liability
Presented by John Farrow, Partner, Anderson Lloyd
12.20pm to 1.20pm Directors’ Duties under the Companies Act: where are things at now?
- Fundamental company law concepts
- Stay on top of recent cases
- A duty to creditors?
- Illegitimate trading, troubled waters, robbing Peter to pay Paul, and lights at the end of tunnels – what to make of it all?
- Benefit from practical insights in relation to director and officer liabilities
Presented by Nick Malarao, Partner and Kathleen Morrison, Partner, Meredith Connell
Learning Objectives
- Examine board evaluation as a function of best practice and governance
- Receive valuable insights on corporate misconduct and ethics
- Stay on top of recent cases and Director and Officer health and safety liability
- Benefit from practical real word insights in relation to director and officer liabilities
Presenters
Aaron Nicholls
Aaron Nicholls is the director of Nicholls Law Limited . Admitted in 1996 Aaron practised in several small general practice firms in Auckland before joining Edwards Clark Dickie (ECD legal) in 2011. He is a commercial lawyer who regularly deals with Insolvency matters in the High Court and strives to provide effective advice to business clients based on the experience gained from that exposure to litigation and is an independent director of Tiger Brokers since August 2016. Aaron also has a background working in trusts, estates, relationship property, residential and commercial conveyancing.
Julie Hardaker
Julie Hardaker has practiced law for nearly 25 years and operates her own law firm in Hamilton. She practices in employment law, relationship property and public law. Julie is also a governance professional and a Chartered Fellow of The Chartered Governance Institute. She is chair of Governance New Zealand and Women on Boards, a director of Bay Venues Limited, and former chair of New Zealand’s Environmental Protection Authority. Julie holds other private and not-for-profit board roles. Julie was mayor of Hamilton from 2010 - 2016. Julie has a strong interest in governance training and supporting women to achieve governance success. She regularly presents at conferences on legal issues, governance topics and women in leadership.
Aaron Lloyd
Aaron Lloyd is a partner at MinterEllisonRuddWatts. He is an experienced litigator, having argued cases before all of New Zealand ‘s major courts, and has been involved in cross border litigation also involving the United States and United Kingdom. An area of specialisation for Aaron is white collar criminal and regulatory matters, and Aaron advises clients on risk management in respect of organisational integrity matters including anti-bribery and corruption, anti-money laundering, sanctions, competition law, and sports integrity matters.
John Farrow
John Farrow is a Partner co-leading Anderson Lloyd's national employment team. He specialises in Employment and Health & Safety law. John's expertise covers the full range of employment matters, including those which involve criminal and civil aspects. John has represented employees, senior executives, small to medium businesses, councils, local authorities, and corporates. He is a LEADR-accredited Mediator, Member of the Institute of Directors and is an 'Association of Workplace Investigators' Certificate-holder. John is named in the 'Best Lawyers in New Zealand' publication, Labour and Employment Law category, and as a 'next generation partner' in the Legal 500.
Nick Malarao
Nick leads Meredith Connell’s Insolvency, Recoveries and Enforcement team, the largest such practice in the country. An experienced litigator with special expertise in the areas of insolvency, company law, tax and civil enforcement, Nick has an 22 year track record of maximising returns for creditors and insolvency practitioners in the most efficient and effective manner possible, using the full range of legal and commercial options available. Nick was lead counsel in the Madsen-Ries (as liquidator of Debut Homes Ltd (in Liq)) v Cooper [2020] NZSC 100; [2021] 1 NZLR 43, the first substantive directors’ duties decided by the Supreme Court. Throughout his career, Nick has also represented Inland Revenue and the other Crown bodies in a wide range of significant civil actions and criminal prosecutions at every level of the court system. In 2018, Nick sat on the government’s expert Tax Working Group, chaired by Sir Michael Cullen, which considered ways to improve the structure, fairness and balance of the tax system. He is a member of RITANZ and is regularly invited to speak at insolvency law conferences and seminars.
Kathleen Morrison
Kathleen is a civil litigation partner, providing a range of advisory and advocacy services. She combines first-rate advocacy with practical, commercial business sense. This enables her to provide practical, no-nonsense, to-the-point advice. Kathleen acts for various government clients and is experienced in assisting them with a wide spectrum of civil litigation, pursuing and defending claims, and regulatory issues. She also acts for a broad range of private commercial clients and private liquidators. Kathleen specialises in all aspects of personal and corporate insolvency, debt recovery, enforcement and trust law. She also works in partnership with professional services firms in advising boards. As counsel, Kathleen has appeared in the District Court, High Court, and Court of Appeal.