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.
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.
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.
Chapter 3 gives of an overview of how directors can leave the board, including resignation and removal. Chapter also looks at succession planning.
Chapter 4 looks at the statutory statement of director's duties contained in the Companies Act 2006.
Chapter 5 discusses the information that directors are required to disclose arising under the Companies Act 2006.
Chapter 6 looks at the general duties that directors are responsible for, imposed by the Companies Act 2006 and common law.
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.
Chapter 8 looks at the relationship between the board and its shareholders. This chapter includes information on share ownership , general meetings and communication.
Chapter 9 looks at the director's responsibility in terms a company's accounts.
Chapter 10 gives an overview of the director's responsibility for the health and safety in a company
Chapter 11 discusses the statutory duties that directors have to stakeholders other than the shareholders. These include employees, the environment, customers and creditors.
Chapter 12 deals with directors duties in relation to voluntary arrangement, administration and liquidation.
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 3: ICSA Guidance Note: Induction of directors
Appendix 4: ICSA Guidance Note: Directors’ Service Contracts
Appendix 6: Final Recommendations of the Walker Review
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 14: Duties once placed in liquidation
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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.
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