Directors should ensure the information they provide to shareholders is clear and comprehensible, not misleading and does not hide material particulars. However, in the absence of a special relationship, directors do not owe fiduciary duties to their company's shareholders.
Directors who delegated responsibility for key issues to non-directors were disqualified as unfit to be concerned in the management of their company.
Directors and shareholders should ensure they know enough about directors' duties to know when a proposed act or omission by one or more directors may amount to a breach of directors' duties.
The board of directors has an essential role in company governance and setting the strategic direction of the business. The right board of directors brings your company specialist knowledge and expertise in key business areas, such as management, finance or technology.
Company directors are responsible for the management of their companies. They must act in a way most likely to promote the success of the business and benefit its shareholders. They also have responsibilities to the company’s employees, its trading partners, and the state.
Successful companies use board meetings to create and improve key business strategies. A similar approach can benefit smaller businesses and strategy meetings in general.
Financial and accounting duties and responsibilities of directors
Detailed statement from ICAEW, principally concerning the main duties and responsibilities of a financial or accounting nature owed by directors, but also including more general duties and responsibilities.
Guide to the duties and responsibilities of directors
Shorter summary of directors' duties.
A collection of resources on directors and corporate governance, maintained by ICAEW Library.
The non-executive director's legal position - liability and insurance, due diligence
Online articles, eBooks, reports and guidance, curated by ICAEW's Special Interest Group for NEDs.
Director’s Liabilities: Hiding in the Shadows
Article from law firm Pitmans, originally published in the Solicitors Journal on 12 November 2013. The article provides a useful reminder that the duties and liabilities imposed on directors also apply to de facto directors, highlighting the recent case of Re UKLI Ltd Secretary of State for Business, Innovation and Skills v Chohan and others  EWHC 680 Ch.
Company directors and competition law
Guidance from the Office of Fair Trading (OFT) designed to help company directors understand their responsibilities under competition law. Produced in June 2011.
Running a limited company
Guidance from GOV.UK on directors' responsibilities.
Directors' duties and responsibilities
Factsheet produced by the Institute of Directors (IoD) in May 2016. The IoD also have a further factsheet on De facto directors and their liabilities.
Corporate Governance and Directors' Duties 2010: Q&A
Guide answering some of the most frequently asked questions on directors' duties, published by UK commercial law firm Nabarro LLP in June 2010. The guide was reproduced from ‘PLC Cross-border Corporate Governance and Directors' Duties Handbook 2010’ published by the Practical Law Company.
Companies Act 2006: GC100 guidance on directors' conflicts of interest
Guidance paper published by the Association of General Counsel and Company Secretaries of the FTSE 100 (GC100) on 18 January 2008 focusing on directors' conflicts of interest following the implementation of the Companies Act 2006.
Companies Act 2006: GC100 paper on directors' duties
Guidance note published by the Association of General Counsel and Company Secretaries of the FTSE 100 (GC100) on 1 February 2007 with the stated aim of establishing best practice for compliance with the codified directors' duties. The full text of the guidance note was available to download in Word format.
The Companies Act 2006: Directors’ Duties Guidance
Short guide to the new duties codified under the Act, with examples. Produced by the Corporate Responsibility Coalition in October 2007.
Guide to Directors’ Responsibilities Under the Companies Act 2006
Lengthy guide to directors' duties from ACCA. Produced in July 2007.
Articles and books in the Library collection
Rights and duties of directors
Sets out the rights, powers and duties of directors as prescribed by company law and associated legislation
The company director: powers, duties and liabilities
Detailed guide to directors' duties. Covers the complex relationships of directors with fellow directors, the company, its employees and shareholders.
Find more resources
To find out how you can borrow books from the Library please see our guide to book loans.
You can obtain copies of articles or extracts of books and reports by post, fax or email through our document supply service.