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Directors' duties and corporate governance

The coronavirus COVID-19 pandemic is disrupting the way companies maintain their corporate governance responsibilities. This page collects together ICAEW insights and externally-produced resources which offer practical advice for directors and boards on how to conduct AGMs and board meetings, file accounts and discharge their other duties.

We want to know about the issues affecting you, your business and your clients. We would love to hear of any ideas you have for new resources or information that we are not yet covering. If you have insight and ideas for additional guidance or policy input to government, please tell us.

ICAEW insights

Technical news in brief February 2021

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ICAEW's Audit and Assurance Faculty brings you the latest technical updates on developments in auditing and assurance, financial reporting and ethics. Please note Only Audit and Assurance Faculty members and Faculties Online subscribers have access to these technical updates.


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Download the magazine from the Audit & Assurance Faculty.

Corporate Governance Briefing May 2021

Updates on UK, US, EU and other international developments. This paper provides an update on publications since the last Corporate Governance Committee meeting.

Tax, ethics and fraud

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Sophie Wales explains the application of ethics to tax work, including how to approach fraudulent COVID-19 support claims.

ICAEW technical round-up: March 2021

This month’s top technical stories on ICAEW Insights include updates on the government’s corporate governance reforms, Budget and Tax Day announcements and further news on COVID support schemes.

Audit quality – how to raise the bar

What steps can and should audit committees, audit regulators, investors and auditors in the UK take to improve audit quality? This essay from the Audit and Assurance Faculty examines audit quality in terms of ownership, behavioural aspects, and structural drivers.

Uncertain times

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Outlining key findings from the Financial Reporting Lab's reports on reporting in times of uncertainty and s172 disclosures.

Social justice movements reach the boardroom in 2020

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Writing for the Financial Services Faculty, Carlos Tornero assesses whether the social justice movements of 2020 have changed decision-making in corporate boardrooms.

Improving employee engagement

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An Employee Director can make the difference

Three Things We Learned About Corporate Governance in 2020

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This challenging year was an inflection point for companies from a corporate governance perspective. As we look towards 2021, we reflect on key learnings from 2020.

NAO criticises disarray in government COVID-19 procurement

19 November 2020: 8,600 pandemic-related contracts worth £18bn were entered into in the period up to 31 July 2020, but a lack of transparency in how they were awarded has given rise to serious concerns about how public money has been spent.

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External resources

Company Guidance (Updated 4 December 2020) (COVID-19)

FRC 04-12-2020

Consolidated guidance issued by the FRC for companies on corporate governance and reporting. The document covers management information, risk management and internal controls systems, dividends and capital maintenance, corporate reporting, the strategic report, viability statement, and financial statements. It supersedes previous guidance.

Summary of Covid-19 Financial Reporting Considerations

IFAC 03-06-2020

Overview produced by IFAC highlighting key financial reporting challenges and implications from COVID-19 with analysis and links to further resources. The summary covers going concern, events after the reporting period, fair value measurement and impairment of non-financial assets, expected credit losses, lease accounting, hedge accounting, deferred tax assets, revenue recognition, and interim financial reporting.

Disincorporation and downsizing: Get the details right

AccountingWEB 01-05-2020

In this AccountingWEB article, Mark McLaughlin examines key considerations for company owners when disincorporating their business due to the impact of COVID-19. It looks at options for dispensing with the company and tax issues around transfer of closing trading stock, capital allowances, VAT, capital gains on transfer of chargeable assets, SDLT, and intangible fixed assets. Part 2 of the article continues with discussion of distributions on winding up, the targeted anti-avoidance rule (TAAR), tax avoidance motives, transactions in securities, and IHT.

Modern slavery reporting during the coronavirus (COVID-19) pandemic

GOV.UK 20-04-2020

Guidance issued by the Home Office announcing that businesses which need to delay the publication of their modern slavery statement by up to six months due to coronavirus-related pressures will not be penalised. It also highlights specific issues to consider in addressing modern slavery risks during the pandemic.

Good practice for virtual board and committee meetings

ICSA 28-03-2020

Guidance note issued by ICSA on the use of virtual meetings, which aims to help companies struggling with the impact of COVID-19. The document discusses how to choose the right technology and communication channel (including a comparison of virtual meeting providers), how to organise and structure virtual meetings, suggested ground rules for participants, alternatives to meetings, and notes for the Chair, the Company Secretary and presenters.

AGMs and impact of COVID-19

ICSA 27-03-2020

Updated guidance issued by ICSA offering advice for UK listed companies on how to ensure that AGMs are quorate, who should chair meetings, which directors will be allowed or expected to attend the general meeting and where to hold the meeting in the event of the planned venue being unavailable or otherwise inaccessible.

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