Quick answer: Under section 27 of the Work Health and Safety Act, officers of a business, generally its directors and company secretaries along with others who exercise significant influence over it, have their own personal duty to exercise due diligence to ensure the business meets its WHS obligations. It's separate from the business's own duties, and it's about governance and assurance rather than doing the safety work yourself.
When something goes seriously wrong at work, the first question is usually what the business did wrong. Under WHS law there's a second question, which is what the people running it did. That's the officer duty, and plenty of Queensland directors and senior managers have never been told it exists.
Who counts as an officer
For a company, directors and company secretaries are officers. The WHS Act borrows its definition from the Corporations Act, which can also capture other people who exercise significant influence over the organisation, for example someone who makes, or takes part in making, decisions that affect the whole or a substantial part of the business, or who has the capacity to significantly affect the company's financial standing. Being senior doesn't automatically make someone an officer, and a modest job title doesn't rule it out. It comes down to the authority and influence a person actually exercises, so it's worth confirming who in your business falls into this group rather than assuming. The duty attaches to the individual, not just the company. You can read the duty itself in section 27 of the Work Health and Safety Act 2011 (Qld) and the definition in the Corporations Act.
What due diligence involves
Section 27(5) says due diligence includes taking reasonable steps to do six things. They are to acquire and keep up-to-date knowledge of work health and safety matters; to gain an understanding of the nature of the business's operations and generally of the hazards and risks that come with them; to ensure the business has available for use, and uses, appropriate resources and processes to eliminate or minimise risks to health and safety; to ensure it has appropriate processes for receiving and considering information about incidents, hazards and risks and responding in a timely way; to ensure it has, and implements, processes for complying with its duties under the Act, such as reporting notifiable incidents, consulting with workers, complying with notices, and providing training and instruction; and to verify the provision and use of the resources and processes covered by the third, fourth and fifth of those steps.
Because the Act says due diligence 'includes' these steps, the list isn't exhaustive, so ticking off the six doesn't guarantee you've met the duty. It is the framework a regulator or court is likely to measure you against.
A six-question self-check for directors
One practical way to use the six elements is to ask yourself a question for each. If you can't answer one confidently, that's usually the place to start.
- Knowledge: How do you keep your WHS knowledge up to date, and when did you last do it?
- Operations and risks: Could you describe the main hazards in your business without asking someone else?
- Resources and processes: Are the right resources and processes available to manage those risks, and are they used in practice?
- Information: How do incident, hazard and near-miss reports reach you, and what happens once they do?
- Compliance processes: Does the business have, and implement, processes for things like reporting notifiable incidents, consulting with workers, complying with notices and training?
- Verification: How do you know the resources and processes in questions 3 to 5 are provided and used, and what independent evidence do you have?
This isn't a legal test, and it doesn't replace advice on your own circumstances, but it's a useful way to see where your governance is strong and where it relies on assumption.
What it doesn't mean
Due diligence doesn't mean personally running the safety program or signing off every SWMS. Officers can delegate the work. What they can't hand over is the duty itself, so delegation only helps if there's a way of checking the delegated work is being done. It's also why engaging a consultant doesn't transfer anything. A consultant can supply knowledge and capacity, but the officer still has to understand the advice and act on it.
What it looks like in practice
In practice, an officer should be able to demonstrate how due diligence is being exercised, not simply state that safety is taken seriously. That usually means WHS as a standing item in management or board meetings with real data behind it, such as incident trends, overdue corrective actions and audit results; resourcing decisions that reflect the risks you've identified; records of officers visiting sites or following up concerns; and some form of independent verification, since the last of the six elements is about checking that systems work, not just that they exist.
Verification is where a lot of businesses are thin. Management gets a monthly report written by the same people who run the system, which tells you what they believe is happening. An independent audit or inspection tests whether that's true, and gives officers something concrete to point to. For businesses without a dedicated safety role, ongoing contracted safety management can supply the regular reporting and review that feeds this.
If your business also runs heavy vehicle work, executives carry a similar but separate due diligence duty under the Heavy Vehicle National Law, which we cover in our post on when a business needs a Chain of Responsibility audit.
Frequently asked questions
Do officers need to be WHS experts?
No, but they do need to keep their knowledge current and understand how the business operates and what its main hazards are. Where the expertise is missing, bringing it in is part of meeting the duty, not a way around it.
Can an officer be personally prosecuted?
Yes. An officer can be prosecuted for failing to exercise due diligence whether or not the business itself has been convicted, and the duty sits alongside the business's own duties rather than replacing them.
Does hiring a safety manager or consultant satisfy the duty?
Not on its own. It can be a valuable part of how due diligence is carried out, but the officer still has to understand the reports, resource the fixes and verify that things are happening.
Checking where you stand
If you're a director or senior manager and you're not sure you could show how you've met these six elements, Overwatch Safety Solutions offers an Officer Due Diligence Review. We assess your governance, reporting and verification against the six elements in section 27(5), identify the gaps, and give you a clear action plan. If you'd like ongoing support after that, contracted safety management can carry the regular reporting and verification.
References: Work Health and Safety Act 2011 (Qld), section 27; Corporations Act 2001 (Cth), officer of a corporation (section 9AD).