Directors and senior managers often assume WHS is something the safety team looks after. Under the WHS Act, that isn’t an option. Officers have a personal duty to exercise due diligence to make sure the business complies with its WHS obligations, and they can be prosecuted personally if they don’t.
This guide explains who counts as an officer, what due diligence means in practice, and the questions every board or leadership team should be asking.
Key takeaways
- An officer is someone who makes, or takes part in making, decisions that affect the whole or a substantial part of the business.
- Officers must exercise due diligence, which the WHS Act breaks into six elements.
- The duty is personal. Officers can rely on competent advice, but they must still check that it’s right.
- In NSW, officers can face industrial manslaughter charges where grossly negligent conduct causes a death.
- Good due diligence is about asking the right questions and verifying the answers.
Who is an officer?
Officers generally include directors, company secretaries, the CEO and other senior executives who make or take part in significant decisions about the business, or who can significantly affect its financial standing. Middle managers and site supervisors are not usually officers, although they have their own duties as workers.
In a small company, the directors are officers. Volunteer officers, such as unpaid board members of a not-for-profit, must still exercise due diligence, but can’t be prosecuted for failing to meet the officer duty.
The six elements of due diligence
Section 27 of the WHS Act sets out what due diligence includes. In plain English, officers must take reasonable steps to:
- Keep up to date with WHS. Acquire and maintain knowledge of WHS matters and how the law applies to the business.
- Understand the operations. Know the nature of the business and the hazards and risks that come with it.
- Make sure resources are provided. Ensure the business has appropriate resources and processes to eliminate or minimise risks, and that they are used.
- Make sure information flows. Ensure there are processes for receiving and considering information about incidents, hazards and risks, and for responding in a timely way.
- Make sure the business complies. Ensure there are processes for meeting WHS duties, such as consultation, incident notification, licensing and training, and that they are used.
- Verify. Check that the resources and processes in points 3 to 5 are actually provided and used.
What due diligence looks like in practice
- A standing WHS item at every board or leadership meeting, with meaningful information rather than just injury rates
- A short annual briefing for officers on legal changes, such as the NSW WHS Regulation 2025 and psychosocial risk requirements
- Site visits where officers talk to workers and supervisors about how the work is really done
- A register of critical risks, reviewed by leadership, with a named owner for each key control
- Budget and staffing decisions that explicitly consider WHS risk
- Incident reports that reach officers promptly, with follow-up on corrective actions
- Independent audits that test whether controls work, with findings tracked to close-out
- Minutes and records that show what officers asked, what they were told and what they decided
Can officers rely on other people?
Yes, to a point. Officers can rely on advice from competent employees and consultants, but they must still ask questions, understand the answers and check that what they’re told is accurate. The duty to verify is what separates real due diligence from simply receiving reports.
What’s at stake
Officers who fail to exercise due diligence can face significant personal fines and, for the most serious offences, imprisonment. In NSW, the industrial manslaughter offence, which commenced on 16 September 2024, applies to officers as well as businesses. It carries a maximum penalty of 25 years’ imprisonment for an individual where grossly negligent conduct that breaches a WHS duty causes a person’s death.
Questions for your next board meeting
- What are our five most serious WHS risks, and how do we know the controls are working?
- What incidents and near misses have we had since the last meeting, and what did we change as a result?
- Are there any overdue corrective actions or audit findings?
- Have there been any regulator visits, notices or complaints?
- Are our WHS resources (people, budget, systems) adequate for the work we’re doing?
- When did an officer last visit a site and talk to workers about safety?
Help for directors and leadership teams
We deliver officer briefings, set up practical due diligence reporting and carry out independent audits that give officers evidence they can rely on.
Frequently asked questions
Is a site manager an officer?
Usually not. Officers make or take part in decisions that affect the whole or a substantial part of the business. Site managers and supervisors have duties as workers and are often the people officers rely on for information.
Do small businesses have officers?
Yes. In a small company, the director or directors are officers. Being small doesn’t remove the duty, although what is reasonable will reflect the size and nature of the business.
Can an officer delegate due diligence to a safety manager?
No. Officers can use advisers to help them, but the duty to exercise due diligence remains personal and can’t be transferred.
Sources and further reading
- SafeWork NSW: Officer due diligence quick reference guide
- SafeWork NSW: Industrial Manslaughter Act 2024
- Comcare: Due diligence for officers
This article is general information only and is not legal advice. Last reviewed October 2026.