WHEN N, a female engineer in her late 20s was offered a directorship in a company she had barely heard of, she was told that she “practically did not have to do anything”. She only had to sit back and receive a handsome monthly stipend.
What was unbeknownst to her were the potential exposure and liabilities that came along with the position—from civil claims involving alleged wrongful dismissal by the board or senior executives of the company to allegations of workplace sexual harassment or misconduct, enforcement actions by relevant authorities or regulatory bodies, criminal prosecutions, and so on and so forth. Section 17A of the MACC Act, 2009 provides that a director or officer (e.g. senior management or personnel with significant control over the company) may be found liable and penalised for bribery or corruption conducted by a “person associated with the commercial organisation”. This person is broadly defined under the Act to not only cover direct members of a “commercial organisation” such as directors, partners or employees, but also include a person who “performs services for or on behalf of the commercial organisation”.
