ICAEW.com works better with JavaScript enabled.

Company directors

Practical information and guidance on the duties, role and responsibilities of company directors

In this section


How employee directors add value

Directors’ duties to ‘have regard to’ a wide range of stakeholders has been with us since the Companies Act (2006). Stakeholders includes company employees.

UK pensions regulator: knocking on the boardroom door?

The legal and regulatory landscape governing defined benefit (DB) schemes is changing following the BHS and Carillion insolvencies: the Government published a White Paper on Protecting DB Schemes in March, and the UK Pensions Regulator has said it is changing its approach and getting tougher.

Webinars and other recordings

Narrative reporting - part 2

This webinar focuses on the new requirement, effective in 2019, to provide a s172 (1) report in the Strategic Report, setting out how directors have fulfilled their duty under s172.

Tax update, directors duties and responsibilities

Debbie Jennings, VAT Director, and Andrew Constable, partner, both at Kingston Smith LLP, join ICAEW's Charles Worth, Head of Business Law, and Matthew Rideout, Director of Business to discuss the latest tax matters.

Directors duties and responsibilities

Beatriz Araujo & Jo Hewitt, Baker McKenzie and Joan Medland, PwC discuss the role and duties of directors.

What is good corporate governance?

Simon Lowe, Chairman of Grant Thornton Governance Institute, and Elizabeth Richards, Head of Corporate Governance, ICAEW, discuss the factors that constitute effective corporate governance.

View from the boardroom - Enhancing your role on the Board - Making it count!

Learn how to make the most of your NED or Board skills.

Legal Alert is a monthly checklist from Atom Content Marketing highlighting new and pending laws, regulations, codes of practice and rulings that could have an impact on your business

Case law: High Court gives guidance on ‘de facto’ directors

Limited companies will welcome guidance on how to determine whether they have ‘de facto’ directors – those not formally appointed as directors but treated by a court as having fiduciary and other duties to the company as if they had been formally appointed because they have behaved as if they were full directors – following a recent High Court ruling.

Disclaimer: These publications from Atom Content Marketing are for general guidance only, for businesses in the United Kingdom governed by the laws of England. Atom Content Marketing, expert contributors and ICAEW (as distributor) disclaim all liability for any errors or omissions.

The Library & Information Service provides a collection of eBooks as a benefit of membership. Please note that ICSA and Credo publications are only available to ICAEW members and ACA students.  Please log in to access these titles. If you are unable to access an eBook, please see our Help and support or contact library@icaew.com.

Directors' duties and liabilities

Chapter 4 looks at the directors' duties in common law, statutory duties, disqualification, liability for breach of duties and Directors and Officers Insurance.

Governance of listed companies

Chapter 15 examines aspects of the additional responsibilities of directors of public companies whose shares are listed and traded on a public market.

Executive directors

Chapter 12 - The role of the executive director, chief executive and finance director are outlined as well as director remuneration and the roles and responsibilities of the remuneration committee. Pay, pensions and other benefits, disclosure requirements, contracts and severance are also covered.


An authoritative guide to company secretarial practice. Detailed commentary is accompanied by over 80 precedents. Chapter 6 of the handbook looks at directors and related procedures - types of directors, their role, responsibilities and liabilities, appointment and removal of.

Terms of use: You are permitted to access, download, copy, or print out content from eBooks for your own research or study only, subject to the terms of use set by our suppliers and any restrictions imposed by individual publishers. Please see individual supplier pages for full terms of use.

The Library & Information Service provides a collection of articles as a benefit of membership. Please log in to view these articles. If you are unable to access the articles, please see our Help and support page or contact library@icaew.com.

How can boards effectively oversee organizational culture?

The article offers information on the role of board of directors in organization culture. Topics discussed include important role in understanding and monitoring culture; views on the decision-making attitudes of boards; and employee surveys and exit interviews helps boards to oversee organizational culture effectively. It also mentions role of directors in resolving cultural issues.

From board seat to c-suite

The article focuses on the corporate practice of CEO (chief executive officer) succession, discussing the role of the board of directors in naming the CEO and the procedure strategic planning.

The board's role in promoting an ethical culture

The article discusses how boards of directors can encourage ethical behavior throughout the company. Pat Harned, chief executive officer of the Ethics and Compliance Initiative, says that board members generally recognize their responsibility to oversee ethics and compliance, however, they often fail to determine what information to look for.

Safeguarding the crown jewels: the board's role

The article focuses on the topic of cyber risk, discussing its challenges for company boards s and management. It looks at effective cyber-risk governance and the key questions to be answered by the management and considerations for board members should consider and questions the board should be asking management .

Terms of use: You are permitted to access articles subject to the terms of use set by our suppliers and any restrictions imposed by individual publishers. Please see individual supplier pages for full terms of use.

Guidance on directors duties: section 172 and stakeholder considerations

This guidance aims to provide practical help to directors on their performance of the section 172 duty - to act, in good faith, in a way that you believe 'would be most likely to promote the success of the company for the benefit of its shareholders as a whole'.

UK corporate governance code

The revised UK Corporate Governance Code was published by the FRC in July 2018. Section 5 Remuneration covers the role of the remuneration committee and exectuive remuneration.

Running a limited company

Guidance from GOV.UK on directors responsibilities and other company secretarial aspects of running a company.


Publication of the Institute of Directors, providing news and commentary.

De facto directors and their liabilities

IoD factsheet that explains the difference between De facto, De Jure, Shadow, Nominee and Alternate directors. Further factsheets are available on Director's duties and responsibilities and Controls over directors' powers among others.

ICAEW accepts no responsibility for the content on any site to which a hypertext link from this site exists. The links are provided ‘as is’ with no warranty, express or implied, for the information provided within them. Please see the full copyright and disclaimer notice.

* Some of the content on this web page was provided by the Chartered Accountants’ Trust for Education and Research, a registered charity, which owns the library and operates it for ICAEW.