Question
of the week
Question of the week

Curious. Interesting. Informative.

18 August 2017

Over to you

Companies, Trusts, Partnerships & Superannuation
Federal

Asked

Ability for director to appoint an attorney to carry out directorial responsibilities

Dear Mentor, 

Can a director of a company appoint an attorney to carry out their responsibilities as a director?

Thank you for any comments you can offer.

Kind regards

Answered

Thank you for the question.

The following is an extract from our Companies, Trusts and Partnerships commentary in relation to delegation by directors:

Although most company constitutions permit the appointment of an alternate director, not many permit the appointment of an attorney by a director. A general power of attorney by a director does not enable the attorney to exercise the donor’s directorial duties. The donor is not empowered to make the delegation.

The company constitution may contain a specific power:

- empowering a director to delegate their directorial duties which may then be effected by a power of attorney;

- empowering the directors to resolve that a director may delegate his directorial duties which may then be effected by a power of attorney.

The company may by resolution of directors pursuant to s 198D Corporations Act 2001 delegate its responsibility, unless the constitution otherwise provides.

Regards

Mentor