Governance of WHS Responsibilities

Governing WHS Risks – Responsibilities of Directors

Directors have individual legal obligations under nation-wide Work Health and Safety (WHS) model laws to exercise due diligence to confirm their organisation complies with its obligations to keep workers and other affected people safe.

The Australian Institute of Company Directors (AICD) recently released a paper in collaboration with King & Wood Mallesons focused on psychosocial hazard oversight (available in full here).  WCA Solutions is committed to supporting clients in the safe, efficient operation of their business and sharing best practice information.   We have broadened the focus to workplace health, safety and wellbeing generally, and share our key points below.

The Board’s Governance Role

Boards play a vital role in shaping a strong organisational safety culture by modelling good behaviour and ensuring management is equipped to manage risks. This includes taking reasonable steps to understand workplace hazards and confirming that appropriate resources and processes are in place to eliminate or minimise risks as far as reasonably practicable.

Given the evolving nature of WHS risks, effective governance requires regular oversight, clear expectations for management reporting, and a structured approach to monitoring internal controls. While management implements risk controls, Directors must oversee these efforts, review reports, assess culture, and challenge assumptions where necessary. Strong Board oversight supports clear policies, training, and reporting mechanisms that drive continuous improvement in psychosocial and physical safety.

Directors’ Due Diligence Obligations

Individual directors play a fundamental role in setting the ‘tone from the top’ and have a duty to exercise due diligence to confirm that their organisation is meeting its WHS obligations. Notably, an officer’s duty is a personal duty, meaning they can be prosecuted for failing to take reasonable steps to comply with their duty, assessed in the context of the organisation’s overall safety and health management system. While non-executive directors have not been the focus of WHS regulators to date, this can change, and regulatory expectations are rising.

A summary of the reasonable steps outlined in the legislation is below. The AICD provides more guidance on Directors’ due diligence obligations here.

Some red flags for Directors include regulatory action, the absence of a robust safety governance plan, lack of board reporting on operational risks, failure to act on identified risks, and insufficient training on health and safety matters (see box below).

Meeting Directors’ Due Diligence obligations

Under the model WHS Act, directors have specific due diligence obligations. Those obligations and how they apply will be highly fact- and organization-specific, typically requiring regular reporting from management, assurance of management’s risk management approaches and at times, the support of expert advice.

Set out below are suggested areas of focus and scrutiny for Directors to apply:

1. Leadership & Culture
   To foster a culture that minimizes harm, leadership must set a clear tone from the top, build on existing strengths in safety culture, and ensure confidence in the metrics used to monitor high-risk hazards
2. Knowledge
   Board and senior leaders must be well-informed about the organisation’s safety management system and receive regular briefings and up-to-date training on WHS laws and risks relevant to their industry to ensure effective oversight and governance.
3. Risk Management
   Effective management of risks requires a fit-for-purpose risk management system that is actively used, adequately resourced, includes worker consultation, and ensures controls are in place, verified, and reported on.
4. Reporting
   Robust oversight of workplace risks requires regular board-level reporting, effective workforce consultation processes, and independent assurance mechanisms to ensure compliance with WHS laws and continuous improvement based on actionable findings.

Governance Red Flags:

1. Roles & Responsibilities
   Senior management’s limited understanding of workplace hazards—along with unclear WHS responsibilities—undermines effective identification and management of these risks
2. Risk Management & Reporting
   The absence of a safety management system, risk assessment processes, and clear reporting of hazards to the board reflects a systemic gap in the organization’s approach to managing psychosocial health and safety.
3. Workplace Consultation & Complaints
   Inadequate worker consultation, a pattern of unresolved complaints, and the dismissal or mismanagement of safety, health and wellbeing issues—often handled solely by legal without broader leadership input—undermine trust, obscure systemic risks, and contribute to reputational and cultural harm

Officer Duties for Boards and Executives