Advice & Assistance
Researh & Briefings
Deaths, Inquests & Prosecutions
Corporate  Crime & safety Database
Safety Statistics
Obtaining Safety Information
CCA Responses to Consultation Documents
CCA Advocacy
CCA Press Releases
CCA Publications
Support the CCA
Search the CCA site
Contact Us
Quick Links ->
Directors Duties - the Legal Position
Main Director Duties Page
What's New on CCA Site
Home Page

What legal obligations are imposed upon company directors

The law is not crystal clear on this point, but it appears that Company Directors have no positive legal obligations to ensure that their company is complying with safety law. The reason for this is explained below.

1 A company has a separate legal identity from both the directors that manage it and the employees that work for it. Duties placed upon a 'company' do not place duties upon the 'directors' of the company.
2 All the principal safety duties contained in health and safety law are placed upon ‘employers’, ‘manufacturers’, etc. In the context of a company, an employer or manufacturer will always be the ‘company’. General health and safety duties therefore impose duties on companies and not on directors. Whilst directors may want to ensure that their company does not breach health and safety law, the duties placed upon the company do not require the individual directors to take any particular action. Their failure to act in a particular situation may of course result in the company failing to comply with a duty and in the company commiting an offence.
3. There are however two sections of the Health and Safety at Work Act 1974 which may impose some form of obligations on company directors

Section 37

This section allows company directors to be prosecuted if an offence by the company has resulted from the directors’ ‘consent’, ‘connivance’ or ‘neglect’. To see section in full, Click Here

Consent and Connivance
A person consents to an offence if s/he is aware that an offence is going on and agrees to it in some way. A person connives in an offence if s/he is aware that an offence is going on and does nothing about it.

This section does not impose any explicit duties on directors, as such; it simply allows prosecution to take place if particular conduct exists.

However, the section does appear to impose an implicit duty that if a director is aware that an offence is being committed by the company, the director has a duty to stop it continuing. This is an implicit duty because although the section does not state it, a failure by a Director to take action to stop his company commiting an offence, once s/he is aware of it, can result in him/her commiting an offence.

It should be noted that it is an offence by a director whether or not s/he is aware that the particular conduct in question is or is not an offence. This could be interpreted to mean that a director has a duty to assess whether particular conduct on the part of his company (of which he is aware) is or is not an offence. However, that is entirely speculative and there is no case law on this point

What about ‘neglect’? Although a director can be prosecuted for 'neglect. section 37 does not impose any legal duty for directors to do something. Ordinarily, a person can only act with 'neglect' if there is a failure to comply with a legal duty imposed upon that person to do something. It would therefore seem, at first glance, that allowing a director to be prosecuted for "neglect" is meaningless when the act itself does not impose any legal duty for him to act.

However, the reason that directors can be prosecuted under section 37 for ‘neglect’ is that the courts have stated that, for the purposes of this section, it is not necessary to for a duty to be ‘legal’ in order for a prosecution to take place: any imposed duty - legal or not - is sufficient. Therefore a breach of a duty contained in a safety policy can, for example, result in a director being prosecuted. Whether or not prosecution can take place for neglect depends on whether the company has imposed duties upon the director concerned.

However, what is clear, is that section 37 does not impose any duty on directors to take any positive action towards the safety of the company. In other words, directors who insulate themselves from safety issues within their companies cannot be prosecuted for failing to take any action if in fact their company is unsafe and is breaking the law.
To read about Section 37 in detail, click here

Section 7

This places a duty upon all ‘employees’ to

"take reasonable care for the health and safety of himself and of other persons who may be affected by his acts of omissions at work.’

This section has traditionally been interpreted as imposing duties upon ‘shop-floor’ workers or junior managers, and the individuals who have been prosecuted for breaching the duty have been from either one of these two categories.

However, it would appear that section 7 does technically cover ‘executive directors’ - that is to say directors who are employed (through a contract of employment).

However, assuming that section 7 does in fact engage directors it is not at all clear:
• what these duties comprise;
• what they would mean in practice;

Also it is unlikely that these duties extend to the conduct of the directors when they act as ‘officers of the company’ rather than an ‘employees'.

4. The HSE has recently changed its guidance to inspectors suggeting that consideration be given to prosecuting directors under section 37 (to read about this click here) - however as far as the CCA understands no director has ever been prosecuted under section 7. It should also be noted that HSE’s voluntary guidance on ‘Directors Responsibilities for Health and Safety’ does not state that health and safety law imposes any legal duties upon company directors. It only talks about duties upon ‘employers’ (i.e companies, not directors) and does not even mention section 7 or section 37. Some lawyers also argue that the courts would not allow a prosecution of a director for a breach of section 7 as this wwould against the intention of parliament (which intended directors to be prosecuted under section 37).

Back to the Top

To main Directors Duties page


Section 37 of the HASAW Act 1974

(1) Where an offence under any at the relevant statutory provisions committed by a body corporate is proved to have been committed with the consent or connivance of, or to have been attributable to any neglect on the part of any director, manager, secretary or other similar officer of the body corporate or a person who was purporting to act in any such capacity, he as well as the body corporate shall be guilty of that offence and shall be liable to be proceeded against and punished accordingly.


Back to the Top


Meaning of Consent and Connivance
Bell v Alfred Franks & Bartlett Co. Ltd [1980] 1 All ER 356 at pp 360E-F and 362A.
Huckerby V Elliott [1970] 1 All ER189 at p.194

Neglect and Duty
•  Armour v Skeet [1977] SLT 71.


Back to the Top

Home -> Research & Briefings -> Director Duties
Page last updated on April 4, 2007