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Directors' disclosures

This guide provides an overview of the provisions relating to the disclosure of information about the directors of a UK-incorporated company. It gives a summary of the relevant law and regulation impacting on listed companies (both Main Market and AIM), but is also of relevance for UK private companies.

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Directors' disclosures

Carol Shutkever and Sarah Hawes
ICSA Publishing Ltd, 2013

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Contents

1. Introduction and legal framework

Chapter 1 looks at the rules governing UK companies. Obligations to make disclosures relating to directors arise from a number of sources including the Companies Act 2006, the Financial Servies and Markets Act 2000 and the UK Corporate Governance Code.

2. Directors' personal details: appointment and resignation

Chapter 2 looks at the details that must be provided to the Registrar when a company is established, a new director is appointed or a director is removed. Statutory books, directors' residential addresses and confidentiality orders are also covered as are the additional obligations imposed on listed companies.

3. Directors' service contracts

Chapter 3 looks at directors' service contracts which set out the principal terms of a director's employment. Includes shareholder approval, rights of inspection and payments for loss of office.

4. Disclosures about directors in an annual financial report

Chapter 4 looks at the information related to directors in annual financial reports and the requirements for different types of companies.

5. Directors as shareholders

Chapter 5 looks at the requirements relating to directors as shareholders under the Companies Act 2006 and the disclosure regime relating to dealings by directors of listed companies.

6. Disqualification of directors

Chapter 6 looks at the grounds for disqualification of a director and disclosures relating to disqualification.

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Copyright

This publication is the copyright of ICSA Publishing Ltd.

All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form, or by any means, electronic, mechanical, photocopying, recording or otherwise, without prior permission, in writing, from the publisher. This publication is a general guide and is correct at the time of writing.

Disclaimer

The publication does not necessarily deal with every important topic or cover every aspect of the topics with which it deals. It is not intended to provide legal advice and should not be treated as a substitute for legal advice. Legal advice should always be sought before taking action based on the information provided. The authors bear no responsibility for errors and omissions.

The Institute of Chartered Accountants in England and Wales (as distributor) disclaims all liability for any errors or omissions.