Checklist · Directors, Governance & Board Advisory

Director Liability & Board Risk Audit

A board-level self-audit across eleven exposure areas - personal assets, shadow directorship, independent director oversight, insolvency triggers, related-party dealings, ESG, exits, founder disputes, dawn raids and AI governance.

14 pages

What this covers

Eleven areas of director exposure. Each opens with the question a director should be able to answer without reaching for a file, and closes with the evidence that proves the answer.

How to use it

Mark each item Yes, No or Not Applicable. For every "No", assign an owner, a remediation action, the evidence required and a target date. Preserve the completed audit with the board and committee papers. It is a triage tool for the board, not legal advice on a particular matter.

Inside

  • Personal assets at stake - Section 179 recovery, guarantees, MBP-1 discipline, GST exposure, D&O cover
  • Shadow directorship and officer-in-default mapping, dissent and resignation trails
  • Independent director oversight - query logs, information quality, financial integrity, DPDP oversight
  • Insolvency triggers - early warning, Section 66(2), preferential and undervalued transactions
  • Related-party dealings and insider information controls
  • ESG and value-chain readiness, including greenwashing review
  • M&A and exit diligence - cap-table, Press Note 3, FEMA, IP chain of title
  • Founder dispute protocol and deadlock breakers
  • Search and seizure emergency checklist
  • AI, synthetic content and data governance
  • Immediate remediation priorities, in order

The full audit is available to download below. It is marked for internal discussion and circulated on request.

Downloads