A director sits on the board of a company and takes part in governing it. The role is not the same as senior management: directors set direction, oversee management and carry legal duties that come with the office itself, whether or not they are employed by the company.
This guide sets out director duties and responsibilities in practical terms, the rhythm the role runs on, and how it differs between company types. It sits in the Management Leadership duties and responsibilities cluster, part of the wider job duties guide.
What Does a Director Do?
Directors decide the things a company cannot leave to management: strategy, major transactions, appointments to senior roles, financial statements, dividends and risk appetite. Between meetings they monitor performance against what was agreed and hold management to account for it.
The distinction people miss is between governing and managing. A director who starts running the business day to day has stopped being able to oversee it objectively, and in a smaller company where the same people do both, keeping the two hats visibly separate takes deliberate effort.
Key Director Duties and Responsibilities
- Attending board meetings prepared, having read the board pack.
- Setting and approving strategy, budgets and major business decisions.
- Overseeing management performance and holding executives to account.
- Approving annual financial statements and satisfying themselves as to solvency and liquidity where required.
- Overseeing risk management, internal controls and compliance.
- Declaring personal financial interests and recusing from conflicted decisions.
- Acting in good faith, for a proper purpose and in the best interests of the company.
- Applying reasonable care, skill and diligence to board business.
- Serving on board committees such as audit, risk or remuneration where appointed.
- Ensuring the company meets its statutory filing and reporting obligations.
- Monitoring the company’s financial position, particularly signs of distress.
- Maintaining confidentiality over board and company information.
Daily Tasks of a Director
Non-executive directors work to a meeting cycle rather than a working day; executive directors carry these duties on top of a management role.
- Before a meeting: read the pack, identify questions and check for any interest to declare.
- At the meeting: declare interests, test management’s proposals, contribute to decisions and ensure dissent is recorded.
- After the meeting: review the draft minutes for accuracy and follow up matters assigned.
- Between meetings: committee work, monitoring performance reports and staying informed about the business.
- Annually: approve financial statements, review strategy and participate in board evaluation.
Director Skills and Competencies
- Financial literacy: reading financial statements well enough to ask the right question.
- Independent judgement: forming a view rather than following the room.
- Constructive challenge: testing management without becoming adversarial.
- Governance knowledge: understanding the Companies Act duties and the company’s own rules.
- Discretion: board information stays in the boardroom.
- Commitment: the time to prepare properly, not just to attend.
Director Duties by Workplace or Industry
Private and Owner-Managed Companies
Directors are usually also shareholders and managers. The duties still apply in full, and the common failure is treating company money and assets as personal, which is exactly what the fiduciary duties prohibit.
Listed and Large Companies
Formal board and committee structures, disclosure obligations, governance code expectations and independent non-executive requirements add substantial process to the underlying duties.
Non-Profit Companies and Boards
Directors of non-profit companies carry the same statutory duties despite serving voluntarily, with the added responsibility of ensuring funds are applied to the stated objects.
State-Owned and Regulated Entities
Additional legislation, public accountability and prescribed reporting apply on top of company law, and appointments often carry defined competence requirements.
Director Duties for a CV
Name the company type, your board role and any committees. Use the duties for a CV guide for the method.
- Served as a non-executive director of a private company with annual turnover of R240 million.
- Chaired the audit and risk committee, overseeing the external audit and the risk register.
- Approved annual financial statements and reviewed solvency and liquidity before dividend declarations.
- Maintained a declared interests register and recused from conflicted decisions.
Related Job Roles and Responsibilities
These guides cover the roles and next steps most closely related to this one.
- Director fiduciary duties
- Chairperson duties and responsibilities
- Trustee duties and responsibilities
- General Manager duties and responsibilities
- Fiduciary duties
Frequently Asked Questions About Director Duties
What are the duties of a director?
Attending board meetings prepared, setting and approving strategy and budgets, overseeing management, approving financial statements, overseeing risk and compliance, declaring personal financial interests, acting in good faith and in the company’s best interests, applying care skill and diligence, and monitoring the financial position.
Do non-executive directors have the same duties?
Yes. The statutory duties attach to the office of director, not to whether the person is employed or paid. A part-time or unpaid non-executive director carries them in full, which is why accepting an appointment casually is unwise.
Can a director be held personally liable?
In defined circumstances, yes. The Companies Act provides for director liability in certain cases, and a director who breaches their duties may be required to compensate the company for loss. The detail depends entirely on the facts, so take legal advice about any specific concern.
What is the difference between a director and a manager?
A manager runs part of the business and reports upward. A director governs the company as a whole, appoints and oversees management, and carries statutory duties. Executive directors do both, which is why keeping the two roles distinct matters.
This page is general information, not legal advice. The Companies Act, the common law and your company’s memorandum of incorporation govern director duties and take precedence over this guide.
Last reviewed: 2 September 2026