The mistake most junior boards make is treating director duties as a single topic ("governance"). In practice the duties come from five separate sources, each with its own evidence requirements and its own penalty regime. A board that is strong in one source is not automatically strong in any of the others.
| Source | Core duty | Where boards fall short |
|---|---|---|
| Corporations Act s180-184, s588G |
Care and diligence, good faith, proper use of position and information, solvent trading. | Thin evidence of informed decision-making. Standing solvency declarations not tied to a 13-week cash forecast. Board packs read for five minutes before the meeting. |
| ASX Listing Rules 3.1, 5.8, 11.1 |
Continuous disclosure, JORC-aligned mining and exploration results, significant change notifications. | No disclosure committee. No rumour protocol. A log of what was disclosed but no log of what was considered and not disclosed. |
| Model WHS Act s27 officer duty |
Officer due diligence: knowledge, understanding, resources, incident response, compliance, verification. | Zero director site visits in the last twelve months. HSE dashboard reports lag indicators only. No evidence that directors have verified the processes they are accountable for. |
| JORC Code 2012 |
Transparent, balanced, materiality-tested disclosure of exploration, resource and reserve information. | Competent Person consent letters filed away somewhere. No Table 1 review before market announcement. Board signs off on headlines without seeing the supporting JORC table. |
| Environmental and state mining law | EPBC Act compliance, rehabilitation bond adequacy, state tenement conditions, water and tailings obligations. | Rehabilitation bonds set at project approval and never re-tested as disturbance expanded. Tenement expenditure commitments missed due to administrative oversight rather than strategic choice. |
Every few years the bar for what counts as board-level due diligence in the Australian listed mining sector moves up. Each move is driven by the same pattern: a regulator or court makes an example of a director on a single transaction or incident, and the market absorbs the new standard of care as the floor.
Three forces have combined to reset director-duty expectations in the junior resources sector.
ASX has been explicit that junior miners will be held to the same disclosure standard as large caps on ore reserves, exploration results and material transactions. Chapter 5 updates in recent cycles have narrowed the latitude around JORC-aligned reporting and the evidence a Competent Person signs off on.
Harmonised WHS Acts have been used to prosecute officers of exploration companies as well as operating miners. Officer due diligence under s27 is now understood by regulators to require evidence, not merely good intentions.
Australian super funds and offshore institutional investors apply governance screens at IPO and at re-rate points. A board that cannot produce a skills matrix, a conflicts register, a continuous disclosure policy and a director induction pack is a board that gets discounted or excluded.
There is a single question that cuts through the complexity: can the board produce the evidence that supports each duty at one week's notice? The question has three components — current, accessible, owned. If any of those three fails, the duty is not Covered. The duty is Partial at best, and in a regulatory or litigation setting, Partial reads as Gap.
A board that cannot produce the evidence within a week has, for practical purposes, no defence. A board that can, has a defence that does most of the work before the first question is asked.
The evidence test
Patterns repeat across junior miner boards that get into trouble. Six are worth naming.
The annual directors' declaration and the ongoing solvency resolutions are passed without a supporting evidentiary pack. The CFO says the numbers work, the Chair signs, and the board moves on. In a post-insolvency s588G proceeding, that pattern is where personal liability crystallises.
A disclosure policy exists but has not been tested against a real-time decision in the last twelve months. When a drill result, a tenement outcome, or an offtake term sheet lands, there is no practised protocol for deciding whether, when and how to disclose.
The Competent Person gives a consent on a draft announcement that the board signs off. Nobody on the board has walked the Table 1 against the announcement headlines to test coherence. In the ASX scrutiny cycle, that is where selective disclosure emerges.
The board receives an HSE dashboard at every meeting, but directors have not verified any of the underlying processes in the last year. No site visits, no shadowing of an incident review, no testing of the reporting chain.
The environmental manager reports that things are on track. No director has read the tenement conditions or tested the rehabilitation bond adequacy against the current disturbance footprint.
The board charter, committee charters and policies were drafted at listing by the company's lawyers. The board has not reviewed them since. Regulators and investors treat static documents as a negative signal.
A junior board does not need a big-four governance program to meet the evidence test. It needs a short, opinionated stack — and the discipline to keep it operating.
Four moves. Done in one board cycle, they take the duty matrix from a one-time exercise to a working evidence layer.
Forty duties. Nine categories. The Chair's one-page evidence view.
Get the template →s27(5) limb by limb, with the evidence a junior board should keep.
Read article →Six gap patterns junior-miner boards consistently miss at renewal.
Read article →Tuned for the junior miner operating rhythm: quarterly lodgement windows, AGM timing, tenement renewal cycles, and the regulatory news that actually matters.
Book a 30-minute Compliance Walk-Through. We'll show you where the evidence is thin and what a live duty map looks like on your data.