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

Neglect
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

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'.