# Conduct of directors, employees and agents

> act-s493 — as in force on 2026-06-04 — C2026C00232 · Compilation No. 171 — https://www.legislation.gov.au/C2026C00232/latest/text

493 Conduct of directors, employees and agents
          (1) Where, in proceedings for an offence against this Act or the
              regulations or for a civil penalty order, it is necessary to establish
              the state of mind of a body corporate in relation to particular
              conduct, it is sufficient to show:
                (a) the conduct was engaged in by a director, employee or agent
                    of the body corporate within the scope of his or her actual or
                    apparent authority; and
                (b) that the director, employee or agent had the state of mind.
          (2) Any conduct engaged in on behalf of a body corporate by a
              director, employee or agent of the body corporate within the scope
              of his or her actual or apparent authority shall be taken, for the
              purposes of a prosecution for an offence against this Act or the
              regulations or of proceedings for a civil penalty order, to have been
              engaged in also by the body corporate unless the body corporate
              establishes that the body corporate took reasonable precautions and
              exercised due diligence to avoid the conduct.
          (3) Where, in proceedings for an offence against this Act or the
              regulations or for a civil penalty order, it is necessary to establish
              the state of mind of a person other than a body corporate in relation
              to particular conduct, it is sufficient to show:
                (a) that the conduct was engaged in by an employee or agent of
                    the person within the scope of his or her actual or apparent
                    authority; and
                (b) that the employee or agent had the state of mind.
          (4) Any conduct engaged in on behalf of a person other than a body
              corporate by an employee or agent of the person within the scope
              of his or her actual or apparent authority shall be taken, for the
              purposes of a prosecution for an offence against this Act or the
              regulations or of proceedings for a civil penalty order, to have been
              engaged in also by the first-mentioned person unless the
              first-mentioned person establishes that the first-mentioned person
              took reasonable precautions and exercised due diligence to avoid
              the conduct.









          (5) Where:
                (a) a person other than a body corporate is convicted of an
                    offence; and
                (b) the person would not have been convicted of the offence if
                    subsections (3) and (4) had not been enacted;
              the person is not liable to be punished by imprisonment for that
              offence.
          (6) A reference in subsection (1) or (3) to the state of mind of a person
              includes a reference to:
                (a) the knowledge, intention, opinion, belief or purpose of the
                    person; and
                (b) the person’s reasons for the intention, opinion, belief or
                    purpose.
          (7) A reference in this section to a director of a body corporate
              includes a reference to a constituent member of a body corporate
              incorporated for a public purpose by a law of the Commonwealth,
              of a State or of a Territory.
          (8) A reference in this section to engaging in conduct includes a
              reference to failing or refusing to engage in conduct.