Directors’ duties disputes sit at the intersection of corporate governance and risk, regulatory enforcement, insurance and high-stakes commercial litigation. Throughout this intensive you will examine the legal and practical issues that shape claims involving directors and officers - from recent authorities on breaches of duty and competition and consumer law exposure to D&O insurance, indemnities, board evaluation processes and defensible decision-making. Gain practical insights to help you assess liability, develop case strategy, advise on risk and navigate the evidentiary and governance issues that arise when boardroom decisions become the subject of scrutiny.
Thursday, 18 March 2027
Chair:
Kirsten Mander, Chair, Legalsuper; Non-Executive Director and Chair Audit & Risk Committee, Bayside Health
11.35am to 12.25pm Navigating Duty and Judgement: An Analysis of Director Decision Making
- Discharging your duty of care and diligence through informed judgement
- Acting in the interests of the company: understand your sources of decision-making powers
- Avoiding strategic and governance risks: be aware of cognitive biases
- How to ensure defensible decision making: processes, procedures & controls
- Directors have rights – believe it or not!
Presented by Stephen Howell, Director and Principal Advisor, Effective Governance of HopgoodGanim
Description
Attend and earn 4 CPD units in Substantive Law
This program is applicable to practitioners from all States & Territories
12.25pm to 1.15pm Board Evaluations: A Practical Guide for Directors Duties and Risks
Board evaluations are an expected feature of good governance, yet many boards still treat them as an annual compliance exercise. Take a practical look at how board directors can design and run board evaluations that lead to real improvement in board performance and renewal, and how the process connects to directors' duties and regulatory expectations.
- Why evaluations matter: the link between board effectiveness, director’s duties and governance failures examined in recent inquiries and enforcement actions
- Choosing the right approach: self-assessment, peer review, chair led conversations and independent externally facilitated reviews and when each is appropriate
- Scope and design of the Board evaluation: evaluating the Board as a whole, committees, the chair and individual directors and setting clear objectives
- Difficult conversations and using the evaluation findings to deal with underperformance, board dynamics
- From findings to action: turning results of the evaluation process into an agreed action plan, tracking process and linking outcomes to succession planning and renewal
- Disclosure and legal considerations and record keeping
- Common pitfalls and lessons from practice
Presented by Sonia Petering AM, FACID, Principal, Sonia Petering Lawyer; Faculty Member, Australian Institute of Company Directors; Non-Executive Director, SIS Australia Holdings Pty Ltd; Non-Executive Director, Propel Funeral Partners; Council member Queen’s College, Board University of Melbourne Law School Foundation
10.40am to 11.20am Directors and Officers Insurance and Indemnities: Limits and Lessons
- D&O Fundamentals: understanding the structure and operation of a D&O Policy, sides A, B and C
- D&O coverage features: key definitions, covers, extensions and exclusions
- Notification of claims and circumstances: why it’s important to get it right, problems created by late and vague notifications
- Managing a D&O Claim: potential sources of claims, typical allegations and recent trends
- D&O risk assessment: what are the attributes of a good / challenged risk?
- Market cycles: soft / hard market
Presented by Melita Simic, Managing Principal and Senior Vice President, and Jason Howard, Managing Director, Chief Client Officer and Head of Risk Management, Marsh Pacific
11.20am to 11.35am Break
9.00am to 9.50am Directors and Breaches of Duties: Learnings from Bekier and Other Cases
Presented by Chris Dobbs, Barrister, 6th Floor Selborne Wentworth Chambers
9.50am to 10.40am Directors Compliance with Competition and Consumer Law: Risks and Requirements
Presented by Adrian Kuti, Head of Competition and Co-Head of Consumer & Retail, Clayton Utz
Presenters
Adrian Kuti, Head of Competition and Co-Head of Consumer & Retail, Clayton UtzAdrian's expertise spans competition and consumer law, telecommunications, technology and automotive regulatory issues, and franchising and general commercial and contractual advisory matters. Adrian is a trusted legal and strategic adviser to large corporate and government business enterprises in the technology, telecommunications, retail/consumer goods, automotive and financial services sectors in particular. He advises on competition/antitrust law, Australian Consumer Law, telco, technology and automotive regulatory matters and Franchising Code issues, as well as on the commercial aspects of wholesale telecommunications and infrastructure procurement, supply and customer contracts, automotive dealer agreements and other distribution, reseller and commercial contracting arrangements.
Kirsten Mander, Chair, Legalsuper; Non-Executive Director and Chair Audit & Risk Committee, Bayside Health
Kirsten Mander is an experienced director, executive and lawyer. She has over 30 years' experience in the financial services, health and minerals sectors within Australia and internationally. She is currently chair of legalsuper, the superannuation fund for Australia’s legal community, and a director of Peninsula Health and chair of its Audit and Risk and MePACS Committees. She was formerly chair of the Victorian Assisted Reproductive Treatment Authority, the International Women’s Development Agency and a director on various boards including the Law Institute of Victoria and chair of its Ethics Committee. Prior to this she had over 20 years’ experience as a senior executive, general counsel & company secretary for a number of Australia's top companies in various sectors, namely Australian Unity, Sigma Pharmaceuticals, TRUenergy, Smorgon Steel Group and Western Mining, working throughout Australasia, Asia and the former Soviet Union. She holds a Master of Laws from Melbourne University and is a fellow of the Australian Institute of Company Directors and the Governance Institute of Australia.
Sonia Petering AM, FACID Principal, Sonia Petering Lawyer
Sonia runs her own broadly based commercial legal practice with a particular specialty in representing landowners of native vegetation in their negotiations with ASX listed and other companies on native vegetation offset agreements. Sonia is also an experienced non executive director and Chair in various highly regulated sectors including professional services, financial services, insurance, biotechnology and healthcare. Currently, she is Chair of ASX listed QantmIP Limited (ASX:QIP); Chair of Vitrafy Life Sciences Pty Ltd and a non executive director of TAL Dai Ichi Life Australia Pty Ltd. Sonia is also a member of the University of Melbourne Law School Foundation. Sonia is a member of and chairs various board committees - including Remuneration and Audit and Risk Committees. Sonia has previously served as Chair of Virtus Health Ltd, Rural Finance Corporation, and board member of Transport Accident Commission and Cuscal. Sonia served as a member of the Hazelwood Mine Fire Inquiry with Justice Bernard Teague and Professor John Catford, submitting their final report to the Governor of Victoria in August 2014. Sonia completed her law and commerce degrees (LLB and B. Com) at the University of Melbourne. In other roles, Sonia recently assisted the State Government of Victoria Minister for Water as one of the members of the selection panel for the 18 Water Corporation Board appointments interviewing many aspiring board members. Sonia is a Fellow of the Australian Institute of Company Directors (AICD) and a member of Chief Executive Women and Law Institute of Victoria.
Stephen Howell, Director and Principal Advisor, Effective Governance of Hopgood Ganim
Stephen heads up the Effective Governance team, the governance practice of HopgoodGanim Lawyers. Stephen is a corporate governance consultant, forensic accountant, non-executive chairman and director and former CFO, company secretary, external auditor, and corporate regulator. He is a fellow of CPAA with over 30 years’ experience as a governance professional. He consults predominantly to corporate boards, university governing bodies, the boards of government owned corporate and trading entities, regulatory boards, and the boards of large, registered charities across Australia and the Asia Pacific region. Stephen’s clients operate in the financial services sector, state and federal governments, faith-based education and health providers, charities, ASX/public companies, private companies, universities and hospital and health services.
Chris Dobbs, Barrister, 6th Floor Selborne Wentworth Chambers
Chris Dobbs is a corporations and commercial barrister at 6th Floor Selborne Wentworth Chambers . He is experienced in financial services law and insolvency. Before his call to the Bar he worked at places such as ASIC, Amex and the ASX. He frequently writes for Lexis Nexis. He has a young son and two pups and enjoys his motorcycle.
Melita Simic, Managing Principal and Senior Vice President, Marsh Pacific
Melita was admitted to legal practice in 1994 following completion of combined degrees in economics and laws from the University of Sydney. Melita joined Marsh in 2003 and leads the Technical Service team for Marsh for the Pacific region. Melita specialises in directors and officers liability, professional indemnity, crime and cyber insurance and related major claims. Prior to joining Marsh, Melita was a senior associate in the insurance division of Allens Arthur Robinson (now Allens Linklaters) and prior to that a solicitor in the insurance and financial services division of Phillips Fox (now DLA Piper). At both Allens and Phillips Fox, Melita specialised in insurance related litigation and advice. Melita is a regular speaker at industry forums on topical insurance related issues and the author of numerous Marsh White Papers and Client Alerts. Melita was also the author of Marsh’s Public Submission into the Inquiry into Litigation Funding and the Regulation of the Class Action Industry.
Jason Howard, Managing Director, Chief Client Officer and Head of Risk Management, Marsh Pacific
