Officer Personal Liability Under s.144 OHS Act 2004: What Victorian Directors Must Know

Most directors of Victorian manufacturing companies know their business carries safety duties. Fewer realise they personally carry one too — separate from the company's, and enforceable against them by name.

That personal exposure sits in section 144 of the Occupational Health and Safety Act 2004 (Vic), headed "Liability of officers of bodies corporate." It's the provision WorkSafe and the courts use to reach past the company and into the boardroom.

What the company owes vs what you owe

Section 21 of the Act puts the primary duty on the employer: to provide and maintain, so far as is reasonably practicable, "a working environment that is safe and without risks to health." That duty sits with the company — it's the company that gets charged when the plant floor isn't safe.

Section 144 is different. It doesn't create a new day-to-day safety duty for officers. It's an attribution provision: if the company contravenes the Act or regulations, and that contravention is "attributable to an officer of the body corporate failing to take reasonable care," the officer is personally guilty of an offence too — regardless of whether the company itself is ever convicted.

That last point matters. Under s.144(4), an officer "may be convicted or found guilty of an offence… whether or not the body corporate has been convicted or found guilty of the offence committed by it." A prosecution against you doesn't depend on one against the company succeeding, or even happening.

Who counts as an "officer"

For most of the Act, "officer" takes its meaning from section 9 of the Corporations Act 2001 (Cth) — directors, company secretaries, and people who make or participate in decisions affecting the whole or a substantial part of the business.

Part 8 of the OHS Act — where s.144 sits — uses a wider test. Its note confirms "officer of a body corporate" here "includes a person who makes or participates in the making of decisions that affect the whole or a substantial part of the body corporate's business and a person who has the capacity to affect significantly the body corporate's financial standing."

In practice, for a small-to-mid Victorian manufacturer that means directors on the company's board; a general manager or plant manager who effectively runs the business and controls its budget, even without a "director" title; and an owner-operator who is both majority shareholder and the person making day-to-day operational and spending calls.

It typically does not capture a safety coordinator, HSR, or line supervisor who carries out safety tasks but has no decision-making authority over the business or its finances — though their reports and warnings to management are exactly the evidence a court will later look at when assessing what an officer knew.

What "reasonable care" actually means

This is worth getting precise about, because generic online advice blurs it. States that adopted the "model" Work Health and Safety laws give officers an explicit statutory due diligence duty with a defined checklist (WHS Act s.27). Victoria never adopted those model laws. The OHS Act 2004 is Victoria's own statute, and s.144 doesn't use the words "due diligence" or set out a checklist.

Instead, s.144(3) tells a court what to weigh when deciding if an officer failed to take reasonable care:

• (a) what the officer knew about the matter concerned;
• (b) the extent of the officer's ability to make, or participate in making, decisions that affect the body corporate in relation to that matter;
• (c) whether the company's contravention is also attributable to an act or omission of someone else; and
• (d) any other relevant matter.

So the test is knowledge and influence, not a fixed checklist. A court asks: did this officer know, or should they reasonably have known, about the risk — and did they have the power to do something about it? An officer with real authority over budgets and equipment who was told about a guarding defect and did nothing is in a very different position from a minority shareholder with no operational role.

That said, the practical steps that satisfy a court on knowledge and action look a lot like what "due diligence" means elsewhere. Show you kept yourself informed, resourced safety properly, and acted on what you were told, and you're addressing exactly what s.144(3) asks a court to weigh.

Why this matters more after a serious incident

The stakes aren't theoretical. Section 144(1) sets the officer's own penalty at a fine not exceeding the maximum fine that applies to an individual for the same contravention by the company — except where the underlying contravention is a breach of section 39G(1), workplace manslaughter, in which case the officer's own fine can run to 10,000 penalty units. Section 39G(1) applies where a person (not a volunteer) engages in negligent conduct that breaches a safety duty and causes a death. If a fatal or serious incident is linked back to a duty failure a court finds attributable to your own lack of reasonable care, s.144 puts your name — not just the company's — on the outcome.

One carve-out: s.144(5) exempts a genuine volunteer officer from prosecution under this section for anything done in that capacity. That won't help a paid director or owner-operator.

What to actually do about it

You don't fix personal officer exposure with a policy update. It's fixed by making sure the information flowing into the boardroom — and the follow-through out of it — is real. That means being able to show, if asked:

1. Current knowledge. You know the plant's main hazards now, not from a folder untouched since 2022.
2. A working information channel. Issues raised by supervisors, HSRs, or WorkSafe inspections reach you, and notifiable incidents reach you within WorkSafe's reporting timeframes — with a record of what you did in response.
3. Real resourcing. Budget and time actually go to fixing known risks — guarding, plant registration, training — not just to approving a policy document.
4. Follow-through. Incidents get properly investigated and findings come back to management, not just to a file.
5. A paper trail. Minutes, emails, sign-offs, training records — because in a prosecution, "what the officer knew" gets tested against what's documented, not what's remembered.

None of this is exotic. It's the difference between a business that's audit-ready and one that only finds its gaps when an inspector or a coroner does.

FAQ

Does section 144 apply to every manager, or just directors? It applies to "officers," which under Part 8 of the OHS Act includes anyone who makes or participates in decisions affecting the whole or a substantial part of the business, or who can significantly affect its financial standing — not just people with a formal director title. A plant manager or owner-operator with real decision-making power can be an officer even without that title.

Can I be prosecuted personally even if the company isn't convicted? Yes. Section 144(4) states an officer may be convicted "whether or not the body corporate has been convicted or found guilty of the offence committed by it." The two prosecutions are legally independent.

Is this the same as the "due diligence" duty I've read about for directors in other states? No — a common mix-up. Other states and territories run the model Work Health and Safety Act, which gives officers an explicit statutory due diligence duty (WHS Act s.27). Victoria never adopted the model laws. Section 144 instead makes an officer liable where the company's breach is "attributable to" the officer's own failure to take reasonable care, assessed against what they knew and their ability to act — a different legal test, though the practical steps that protect you look similar.

What's the maximum penalty an officer faces under s.144? Ordinarily, a fine not exceeding the maximum fine that applies to an individual for the same contravention committed by the company. Where the underlying contravention is workplace manslaughter under section 39G(1), the officer's own fine can reach 10,000 penalty units. Section 144 itself sets fines, not imprisonment, for the officer.

Does being a volunteer director protect me? If you're a genuine volunteer (acting without payment, regardless of reimbursed expenses), section 144(5) exempts you from prosecution under this section for anything done as a volunteer. Paid directors and owner-operators aren't covered.

Understanding your personal exposure under s.144 only helps if it changes what happens on your plant floor. If you're not confident your safety systems would hold up the way your knowledge and actions need to, book a site assessment with Ardmor and get a clear picture of the gaps before WorkSafe — or a court — finds them for you.

This article is general information for Victorian manufacturers, not legal advice. Last updated: 20 September 2026.