Deloitte Top 200: The quiet revolution

Photo / Jason Mann

Managers and company directors are increasingly being held legally responsible for the actions of others writes Travis Atkinson.

There's a quiet revolution going on in New Zealand corporate culture. Over the past five years there has been a resurgence of regulation designed to protect consumers and workers. The implications for the personal liability of directors and managers of our companies is far reaching.

In many cases, new rules are being written that make directors and managers personally responsible for the actions of their company and the people that work under their authority.

Coming into the global financial crisis, New Zealand was one of the least regulated economies in the world. Many of us considered our regime admirably "light hand" until we got our wakeup call through disasters like the finance company meltdowns of 2007-9 and the Pike River mine disaster of 2010.

It was clear we needed to up our game to protect consumers and workers, and the government has been busy doing just that. Over the past five years a concerted government programme of new legislation and regulations started bringing our regulatory framework into line with the rest of the developed world.

A big part of that change has been a significant shift to make directors and senior managers directly liable for their actions or omissions in ways that they haven't been in the past.

First to be tightened up was the finance sector. Frustrated by the difficultly of convicting directors after the finance company meltdowns, the government moved to make directors' responsibility more explicit in a range of areas. Paramount among these has been the disclosures they make to mum and dad investors when they issue securities.

The latest focus of regulatory redress is our health and safety regime. A new Health and Safety Act is due to come into force next year and potentially will have an even greater impact on company directors and the managers of their companies.

66 per cent of New Zealand CEOs rated cyber threats such as data security as a significant risk to their company's growth in 2015.

For many industries, the new Health and Safety Act will require nothing short of a culture change. Under the new Act there will be an explicit articulation of directors' and senior managers' duty of care for employees and contractors, and an obligation to proactively manage the health and safety of those under their care.

The new regime will give more power to whistle-blowers as well. If a work environment is shown to be dangerous, regardless of whether anyone has been injured or not, then the managers and directors may be held personally responsible. Negligence can result in fines of up to $600,000 and five years imprisonment.

Next on the block will be privacy legislation. Our Privacy Act was world leading when it came into force in 1993 -- but that was before the internet permeated every corner of our lives and our personal data became so valuable.

There's no doubt that New Zealand business leaders appreciate the significance of potential threat. In PWC's latest Annual Global CEO Survey, 66 per cent of New Zealand CEOs rated cyber threats such as data security as a significant risk to their company's growth in 2015, up from 40 per cent in 2014.

New privacy legislation is currently making its way through Parliament to redress the omissions of the current legislation.

Among those will be companies being held responsible for the protection of the personal data they hold on you. This new legislation will impose another new slew of liabilities on companies and individuals.

All this represents a significant change in New Zealand corporate culture. Compared to a decade ago there's a greater expectation that company directors and managers will be professional and personally accountable for the decisions they oversee.

It means directors and managers have a greater duty to be more engaged in the day-to-day activities of their company, and that they have a responsibility to up-skill themselves on their liabilities. It also means they would be prudent to contact their insurance broker and ask for a personal liability assessment and audit of the cover that they hold.

• Travis Atkinson is executive general manager of NZI.