This article identifies the vulnerabilities for ICAEW members who act as a shadow or de-facto director.
This ICAEW guide provides an overview of directors' responsibilities and duties, including on internal governance, transactions between a company and its directors or shareholders, and corporate administration. It also covers responsibilities in relation to insolvent or financially challenged companies, as well as penalties for breach of directors' responsibilities.
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.
Articles and features
Directors’ duties to ‘have regard to’ a wide range of stakeholders has been with us since the Companies Act (2006). Stakeholders includes company employees.
Many will be familiar with the duty in s172 of the Companies Act 2006 which requires directors of UK companies to consider the principle of "enlightened shareholder value" when making decisions.
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.
This article looks at the principles that divide culpability and responsibility and how the directors should address potential liability.
Guidance and reports
Directors are subject to a variety of sanctions for breach of their duties.
Further information on companies, directors and company law.
Directors are responsible for ensuring their company complies with requirements applicable to certain transactions, including raising money from shareholders.
Webinars and other recordings
In this short 20 minute webinar, you will gain an increase understanding of today’s complex annual report requirements.
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.
Beatriz Araujo & Jo Hewitt, Baker McKenzie and Joan Medland, PwC discuss the role and duties of directors.
This webinar looked at some of the more challenging aspects of accounting for financial instruments under FRS 102, highlighting practical examples and recent amendments to the standard. Broadcast 31 May 2018.
Neil Butler runs through the legal duties and responsibilities that company directors must comply with.
Simon Lowe, Chairman of Grant Thornton Governance Institute, and Elizabeth Richards, Head of Corporate Governance, ICAEW, discuss the factors that constitute effective corporate governance.
Learn how to make the most of your NED or Board skills.
Hear an overview of bribery including offences, defences, and adequate procedures.
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.
A director’s failure to avoid a ‘situational conflict’ or to get authorisation for it was a breach of his company law duties, and amounted to unfair prejudice to minority shareholders - but the victims’ failure to complain at the time meant their claim failed.
Dissenting directors in a boardroom dispute should not 'go public' with the dispute or with confidential company information, and confine these to debate and discussion within the boardroom - or risk breaching their statutory duty to exercise independence in their role, a ruling makes clear.
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 firstname.lastname@example.org.
Chapter 4 looks at the directors' duties in common law, statutory duties, disqualification, liability for breach of duties and Directors and Officers Insurance.
Chapter 15 examines aspects of the additional responsibilities of directors of public companies whose shares are listed and traded on a public market.
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.
Chapter 10 discusses risk management and business objectives, risk management and organisational culture, the boards responsibility for internal control and risk management, the audit/risk committee and the internal audit function.
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.
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 .
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 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.
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'.
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.
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.
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.
Guidance on the role of the non-executive director published by the Institute of Directors
Guidance for directors of private companies from ICAS that gives 'a useful steer on both the statutory duties and wider expectations to help fulfil this important role more effectively'
The guide highlights the difference between the role of the board and the role of the executive team in leading and managing culture, looks at questions that boards might ask of themselves and of their executive and offers a ‘roadmap’ to help boards assess their approach is to governing culture.
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.