Did You Know? · Corporate & Commercial Contracts

Do you know an independent director's liability is narrower by statute, not by convention?

Section 149(12) limits liability to acts with their knowledge, consent or connivance, or a failure to act diligently - not blanket protection.

Section 149(12) of the Companies Act expressly limits an independent director's liability to acts of omission or commission by the company that occurred with their knowledge (attributable through board processes), consent, or connivance, or where they failed to act diligently. This is a statutory carve-out, distinct from an executive director's liability, though it is frequently misunderstood as offering blanket protection - it does not cover every default of the company.