ICAEW.com works better with JavaScript enabled.

The ICSA Director's Guide 5th edition

The ICSA Director's Guide explains all the core duties and liabilities of being a director from appointment to resignation, including disclosures, shareholder relations and corporate governance. It covers this essential information for executive and non-executive directors in a concise and easy to read guide.

The ICSA director's guide

Martha Bruce, ICSA Publishing Ltd, 2013

Download this eBook


1. Fundamentals about directors

Chapter 1 details the basics of the role of director, including who can be appointed and how, different types of directors, due diligence, induction and training and remuneration.

2. Director's powers, governance and company management

Chapter 2 looks at how directors exercise the powers and includes conduct of board meetings, corporate governance , board effectiveness and risk management and internal control.

3. Length of service

Chapter 3 gives of an overview of how directors can leave the board, including resignation and removal. Chapter also looks at succession planning.

4. Statutory statement of director's duties

Chapter 4 looks at the statutory statement of director's duties contained in the Companies Act 2006.

5. Disclosure requirements

Chapter 5 discusses the information that directors are required to disclose arising under the Companies Act 2006.

6. Administrative duties 

Chapter 6 looks at the general duties that directors are responsible for, imposed by the Companies Act 2006 and common law.

7. Restricted and prohibited transactions

Chapter 7 gives details of restrictions and prohibitions on directors  performing certain acts such as loans to directors, substantial property transactions, service contracts and payment for loss of office.

8. Shareholders

Chapter 8 looks at the relationship between the board and its shareholders. This chapter includes information on share ownership , general meetings and communication.

9. Financial accounts

Chapter 9 looks at the director's responsibility in terms a company's accounts.

10. Health and safety

Chapter 10 gives an overview of the director's responsibility for the health and safety in a company

11. Stakeholders

Chapter 11 discusses the statutory duties that directors have to stakeholders other than the shareholders. These include employees, the environment, customers and creditors. 

12. The struggling company

Chapter 12 deals with directors duties in relation to voluntary arrangement, administration and liquidation.

13. Penalties for breach of duty

Chapter 13 details what punishments are can be faced for directors who fail to carry out their duties.

Appendix 1: The UK Corporate Governance Code

Appendix 2: ICSA Guidance Note: Joining the right board: due diligence for prospective directors

Appendix 3: ICSA Guidance Note: Induction of directors

Appendix 4: ICSA Guidance Note: Directors’ Service Contracts

Appendix 5: ICSA Guidance Note: Sample non-executive director’s appointment letter

Appendix 6: Final Recommendations of the Walker Review

Appendix 7: Turnbull Report: Internal Control – Guidance for Directors on the Combined Code

Appendix 8: The UK Stewardship Code

Appendix 9: LR 9 Annex 1 THE MODEL CODE (R)

Appendix 10: Data protection principles

Appendix 11: Schedule of recommended retention periods

Appendix 12: FRC Guidance on Audit Committees

Appendix 13: Basic contents of the written statement of employment

Appendix 14: Duties once placed in liquidation

Appendix 15: Matters for determining fitness of directors (CDDA 1986, s 9(1A))




Terms of use

ICAEW members and ACA students can access the publication subject to the conditions set out in the terms of use, copyright statement and disclaimer below.

You are permitted to view, print and download this eBook for your personal use. Unless you have the permission of the copyright owner, you may not re-transmit the publication to anybody else.


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.


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.