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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

Singapore: Budgets, governance and capital markets

Nothing is normal in Singapore under COVID-19 conditions. The business world is trying to adhere to good governance principles while staying afloat, as well as deal with unpredictable capital markets.

Employee engagement during Covid-19

This know-how guide outlines why appointing an employee director and directors’ use of social media have particular relevance during COVID-19. These suggestions can no longer be described as radical. Companies have shown far greater agility because much more significant changes have been made as a result of COVID-19.

What investors need to know about responsible tax

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Responsible tax is not familiar enough for investors, finds Carlos Torneros, although things must change if the investment industry wants to improve its ESG credentials.

Technical news in brief February 2020

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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.

Trust in business during the coronavirus

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These are anxious times for everybody. The entire country, indeed the entire globe, is united against the coronavirus and its impact.

Boards in the age of COVID-19

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Audit reform, cyber threats, climate risk - these were some of the risks recently on board members’ minds until the impact of COVID-19 pushed them rapidly down the agenda.

COVID-19: implications for AGMs

1 April 2020: while AGMs are vital for companies, during the current climate the health of directors and shareholders must take priority

External resources

Implications of the COVID-19 outbreak on the half-yearly financial reports

ESMA 20-05-2020

Public statement issued by the European Securities and Markets Authority (ESMA) providing recommendations and highlighting areas of focus. The statement discusses the application of IAS 34; disclosures reflecting significant uncertainties, going concern and risks linked to COVID-19; impairment of non-financial assets; presentation of COVID-19 related items in the statement of profit or loss; interim management reports.

FRC Company Guidance (Updated 20 May 2020) (COVID-19): Guidance for companies on Corporate Governance and Reporting (Including Interim Reports)

FRC 20-05-2020

Guidance for companies published by the FRC highlighting key issues for boards and addressing common challenges for preparers of annual reports and other corporate reporting, particularly regarding disclosures. Updated to include explanations of how organisations should report exceptional items and alternative performance measures (APMs). The high-level guide provides notes on management information, risk management and internal controls systems, dividends and capital maintenance, corporate reporting, strategic report and viability statement, going concern and material uncertainties, significant judgements and estimation uncertainty, events after the reporting date, and interim reports.

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.

Measures in respect of Company filings AGMs and other general meetings during Covid-19

FRC 17-04-2020

A Q&A from the FRC and the Department for Business, Energy & Industrial Strategy (BEIS) providing information for companies that are finding it difficult to meet statutory obligations to hold meetings and to file documentation on the Companies Register. It discusses flexibility on AGMs and other general meetings, how meetings will be quorate, why virtual meetings are not encouraged, responsibilities to shareholders, extension of deadlines, and changing the accounting reference period.

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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