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Roles, duties and responsibilities

Find out more about the duties and responsibilities of the chair of the board, company director, non-executive director and company secretary.

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Need to know

ICAEW's guide to directors' duties

This guide provides an overview of directors' duties and responsibilities. It covers responsibilities in relation to insolvent or financially challenged companies, as well as penalties for breach of directors' responsibilities.
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Company directors

Exclusive CORPORATE GOVERNANCE COMMUNITY AIM’s new rules: what do the changes mean for corporate governance?
  • Article
  • Sep 2026
  • Victoria Geroe
AIM’s rule overhaul gives growth and founder led companies more flexibility but also demands sharper board judgement. Victoria Geroe, Corporate Governance & Stewardship Manager, explores what the changes mean for boards, investors and governance professionals and how to use this new flexibility without weakening accountability or transparency.
Exclusive CORPORATE GOVERNANCE Wates Corporate Governance Principles for large private companies – seven years on
  • Article
  • May 2026
  • ICAEW
The Wates Principles were developed to give large private companies in the UK a framework for raising standards and demonstrating good governance, at a time when new legislation required them to report on their corporate governance arrangements. Since their introduction in 2018, there are now over 500 of the UK largest privately-owned businesses – with a combined annual turnover of more than £850 billion – that voluntarily apply the Wates Principles.
Exclusive CORPORATE GOVERNANCE The role of boards in managing risk
  • Article
  • Apr 2026
  • ICAEW
This session sought to help boards, directors and their advisers to improve their approach to managing risk. The session drew on the Risk Coalition’s latest publication ‘Raising your Game’, which provides cross-sector guidance for boards and their committees with risk oversight responsibility.
Exclusive CORPORATE GOVERNANCE The role of the Board in shaping culture and how to measure success
  • Article
  • Apr 2026
  • ICAEW
Peter Drucker said that ‘Culture eats Strategy for Breakfast’. The board is responsible for setting both and there is compelling evidence that poor corporate culture plays a significant role in unexpected corporate collapses.
TNFD guide affirms nature as a director’s duty
  • Article
  • Jun 2025
  • ICAEW Insights
The first in a series of new guides from the global taskforce helps board members ask better questions about senior management teams’ strategic approach to nature issues.
Exclusive CORPORATE GOVERNANCE Corporate Governance Reform are we there yet? The Audit Committee and Auditor view
  • Article
  • May 2025
  • ICAEW
In this session at the ICAEW Corporate Governance Conference 2025, the panel explored whether recent regulatory and legislative developments have put us in a better position on external audit and corporate governance than we were Pre-Carillion - ie, will we be better able to prevent sudden disorderly corporate collapses?
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CPD Training courses

Stay on top of the rapidly evolving corporate governance landscape and discover how to be a high-performing board director.
Corporate governance courses All CPD courses
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Non-Executive Directors

Exclusive Updated FRC Guidance on NED remuneration
  • Article
  • Dec 2025
  • ICAEW
On 5 November, the Financial Reporting Council (FRC) issued updated guidance on non-executive director (NED) remuneration to clarify the existing position in the UK Corporate Governance Code 2024 (the Code).
How much is too much for an NED salary?
  • Article
  • Aug 2024
  • ICAEW Insights
More technical expertise, an increased time commitment and greater professional risk – the demands placed on NEDs have ramped up, but remuneration has remained unchanged. Is it time for a pay rise?
Demystifying the role of NEDs in the public sector
  • Article
  • May 2024
  • ICAEW Insights
Chartered accountants possess many of the skills required to be an effective NED in the public sector. We explain what the role entails, how interested members can find vacancies and why they are so desperately needed.
CORPORATE GOVERNANCE COMMUNITY Exploring governance - What is the role of a NED?
  • Article
  • Jun 2023
  • David Levenson
As governance codes have developed, the role played by non-executive directors (NEDs) on boards has become more prominent and exposed. In his series reflecting on how to create a high performing board, executive coach David Levenson outlines the responsibilities of NEDs.
Exclusive CORPORATE GOVERNANCE COMMUNITY Taking on the role of ‘Non-Executive Director’… boards do need You!
  • Article
  • Sep 2021
  • Louis Cooper
The role of the Non-Executive Director (‘NED’) can be both challenging and rewarding, but it is important to know what you are getting into.
Taking on the role of ‘Non-Executive Director’… boards do need you!
  • Article
  • Jul 2021
  • Louis Cooper
Six simple tips to consider on the path to becoming a Non-Executive Director (NED). The role is critical to a well-run company and boards are waking-up to the need to find the next generation NEDs.
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The role of the CFO and board in driving growth

We spoke to prominent CFOs, CEOs and board members, to understand how they think about the long term, about growth and about the relationship between the two.

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Company secretary

What can firms cut from the audit report right now?
  • Article
  • Oct 2026
  • ICAEW Insights
The FRC’s revised auditor reporting standards aim to streamline the audit report and provide more useful information for investors. ICAEW experts explain what wording is no longer required, what must remain, and when the changes apply.
REGULATION AND CONDUCT October 2026 changes to the Audit Regulations
  • Article
  • Sep 2026
  • Professional Standards Department
From 1 October 2026 revised Audit Regulations will be in force. The main change (to regulation 2.19) clarifies that in some cases where a registered audit firm has breached the eligibility requirements, a dispensation to allow it to continue as a statutory auditor can be for no more than 90 days. This aligns with the requirements of the Companies Act 2006. Additional minor amendments have been made to clarify other items.
Exclusive CORPORATE GOVERNANCE COMMUNITY The company secretary: fit for the future?
  • Article
  • Sep 2026
  • Victoria Geroe
Once seen primarily as corporate administrators, company secretaries are now central to board effectiveness, regulatory readiness and responsible technology adoption. Victoria Geroe, Corporate Governance & Stewardship Manager, explores how the role is evolving and what governance professionals need to remain fit for the future.
Exclusive CORPORATE GOVERNANCE COMMUNITY AIM’s new rules: what do the changes mean for corporate governance?
  • Article
  • Sep 2026
  • Victoria Geroe
AIM’s rule overhaul gives growth and founder led companies more flexibility but also demands sharper board judgement. Victoria Geroe, Corporate Governance & Stewardship Manager, explores what the changes mean for boards, investors and governance professionals and how to use this new flexibility without weakening accountability or transparency.
CORPORATE REPORTING FACULTY Companies House cracks down on ID non-compliance
  • Article
  • Aug 2026
  • ICAEW Insights
Companies House has started reaching out to unverified directors and persons of significant control to improve ID verification compliance.
CORPORATE REPORTING FACULTY Companies House: Presenter verification deadline changed
  • Article
  • Aug 2026
  • ICAEW Insights
Requirements for those submitting information to Companies House have been deferred by a year.
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Chair of the board

Exclusive CORPORATE GOVERNANCE The role of the Audit Committee and how to be a successful Audit Committee Chair
  • Article
  • Apr 2026
  • ICAEW
This panel was hosted with the Audit Committee Chairs Independent Forum (ACCIF). ACCIF released a report in 2018 on “How to become an Audit Committee Chair and then succeed” based on over 140 interviews with Audit Committee Chairs, CFOs, Audit Partners and Board Chairs.
How to define material controls for Provision 29
  • Article
  • Feb 2026
  • ICAEW Corporate Governance Faculty
In the second Corporate Governance Community article on Provision 29, experienced audit committee chairs share the three key questions boards are asking about defining and matching principal risks and material controls.
Provision 29 dry runs: a way to engage the board?
  • Article
  • Feb 2026
As part of the Corporate Governance Community’s Provision 29 series, this article examines the merits of conducting a dry run ahead of next year’s declaration and considers the role of audit committee chairs in engaging the full board.
How are boards thinking about assurance for Provision 29?
  • Article
  • Feb 2026
After boards approve the framework for matching principal risks to material controls for Provision 29, their next step is defining the assurance structures to give them confidence that those controls are working effectively.
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