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Company directors

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

In this section


Employee engagement during Covid-19

This know-how guide outlines why appointing an employee director and directors’ use of social media have particular relevance during COVID-19. These suggestions can no longer be described as radical. Companies have shown far greater agility because much more significant changes have been made as a result of COVID-19.

Why company directors should use social media

Directors should start using social media to engage with all stakeholders. Social media attracts an enormous number of users, including company employees, suppliers, and existing and new customers. In this most recent ICAEW Connect and Reflect report, we describe the benefits of social media for directors.

Webinars and other recordings

How can you be an effective director in the time of COVID-19?

In the current climate of business stress and uncertainty caused by the COVID-19 outbreak, now more than ever directors need a clear strategy and strong principles to see their boards through this storm.

7 reasons why being on a board is good for your career

This webinar is open to all and will benefit any member who is wishing to build their governance experience, regardless of gender

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: Unfairly prejudicial conduct at subsidiary level can result in successful claim by shareholder of parent company

Shareholders/directors in group situations should note that unfairly prejudicial conduct in relation to the affairs of a subsidiary company in a group may also amount to unfairly prejudicial conduct of the parent company’s affairs; and the subsidiary and parent may also be part of a quasi-partnership - widening the scope for an unfair prejudice claim.

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.

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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.

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.

Directors' meetings and resolutions

An authoritative guide to company secretarial practice. Detailed commentary is accompanied by over 80 precedents. Chapter 9 of the handbook - Directors' meetings and resolutions - looks at procedures around appointment of committees, board meetings minutes and the role of the company secretary in relation.

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A culture of inclusion

The article discusses the role of corporate board fostering company-wide diversity and culture of inclusion. Topics discussed include increasing diversity within the membership of the boards; plans of board to bring younger directors for gender and ethnic diversity; and boards role to foster a diverse and inclusive culture throughout all levels of an organisation.

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.

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 .

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.

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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'.

Navigating the stakeholder agenda: tackling the reporting challenge

Guidance designed to help companies and their boards show they have due regard for the stakeholders under section 172 of the Companies Act. Looks at what companies are currently doing and gives framework to help companies stakeholder engagement and how this should be reflected in the annual report.

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.

Corporate culture and the role of boards

FRC project to gain a better understanding of how boards are currently addressing culture. Gives good practice and case studies to help companies.

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