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Company directors

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

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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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Articles & features

Exclusive CORPORATE GOVERNANCE COMMUNITY AIM’s new rules: what do the changes mean for corporate governance?
  • 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
  • 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
  • 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
  • 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.
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Guidance

Exclusive Strategic Report and Directors Report Factsheet
  • Helpsheets and support
  • Jul 2025
  • PDF (519kb)
  • Corporate Reporting Faculty
This factsheet provides an overview of the scope and content requirements for the strategic report and directors’ report for UK companies. This applies to both UK GAAP and IFRS reporters.
Exclusive TECHNICAL ADVISORY SERVICES Can I be a trustee/director for my non-audit client?
  • Helpsheets and support
  • Mar 2023
  • Technical Advisory Services
Helpsheet giving guidance to ICAEW members on ethical and legal issues when acting as a trustee or director for a non-audit client. It outlines risks to objectivity, required safeguards, and stresses the importance of independence and professional judgment.
CORPORATE GOVERNANCE Why company directors should use social media
  • Thought leadership report
  • May 2020
  • PDF (1,312kb)
  • Corporate Governance Department
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 ICAEW Connect and Reflect report, we describe the benefits of social media for directors.
BUSINESS LAW Companies, directors and company law
  • Helpsheets and support
  • Oct 2018
  • Business Law Department
Further information on companies, directors and company law.
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Webinars and other recordings

Exclusive CORPORATE GOVERNANCE Crisis prevention: the role of directors and the board
  • Webinar
  • Mar 2024
Hear from our expert panel to help you prepare your organisation and board for preventing a crisis.
Exclusive Top tips for s172(1) statements and other narrative reporting
  • Webinar
  • Oct 2021
With two years’ experience of implementing s172(1) reporting requirements to draw on, this webinar explores examples of best practice observed to date and provides top tips for further improvement.
Exclusive Narrative reporting part 3 - s172 and beyond
  • Webinar
  • Oct 2020
Prepare for the 2020/21 reporting season with implementation experience from the first wave of s172(1) statements.
Exclusive CORPORATE GOVERNANCE COMMUNITY How can you be an effective director in the time of COVID-19?
  • Webinar
  • Apr 2020
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.
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Bloomsbury Accounting and Tax Service

Eligible firms have free access to Bloomsbury Professional's comprehensive online library, comprising around 80 titles from some of the country's leading tax and accounting subject matter experts. Find out who is eligible and how you can access the Accounting and Tax Service.
Exclusive Directors: types, appointment and removal
  • eBook chapter
  • 2025
  • Saleem Sheikh
  • Bloomsbury Professional
  • Company Law Handbook
Practical guidance on the types of company director and the legal process of appointing or removing a director.
Exclusive Directors' duties
  • eBook chapter
  • 2025
  • Saleem Sheikh
  • Bloomsbury Professional
  • Company Law Handbook
Key information on the legal general duties of company directors under the UK Companies Act 2006.
Exclusive Directors: specific duties
  • eBook chapter
  • 2025
  • Saleem Sheikh
  • Bloomsbury Professional
  • Company Law Handbook
Chapter addressing the legal specific duties of company directors and their liabilities under the Companies Act 2006.
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 Acceptable usage terms.

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
Octopus

eBooks

The Library & Information Service provides a collection of eBooks as a benefit of membership. Please note that ICSA 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
Exclusive Board leadership
  • eBook chapter
  • 2024
  • Richard Leblanc (Editor)
  • ICAEW
  • Handbook of Board Governance
Explores the practical realities of corporate governance in public, private, and not-for-profit environments. Part 10 looks at various aspects of leadership from chair of the board and board subcommittees and gives role descriptions of both, as well as leadership guidance and a checklist for directors.
Exclusive Financial governance
  • eBook chapter
  • 2024
  • Richard Leblanc (Editor)
  • Wiley
  • Handbook of Board Governance
Explores the practical realities of corporate governance in public, private, and not-for-profit environments. Part 5 looks at the audit committee's oversight of external audit, internal audit, risk management, technology and cybersecurity. Also covered are directors' responsibilities towards insolvency, fraud and financial reporting issues (mostly related to IFRS).
Exclusive Rights and duties of directors
  • eBook
  • 2022
  • Mark Cardale
  • Bloomsbury
Covers a vast range of topics, from a director's personal affairs on appointment to more general questions affecting the conduct of a company's affairs, both on a day-to-day operational basis and in relation to future strategy and governance.
Exclusive Executive directors
  • eBook chapter
  • 2017
  • ICSA Publishing
  • ICSA Publishing
  • The ICSA Corporate Governance Handbook
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.
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.

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Useful links

NSRF — navigating the transition: a guide for boards
  • Jan 2025
  • Securities Commission Malaysia
Guide from the Securities Commission Malaysia (SC), to assist company boards in adopting the Malaysian National Sustainability Reporting Framework (NSRF).
FTSE Women Leaders Review
  • Mar 2024
  • FTSE Women Leaders
Successor report to the Hampton-Alexander Review and the Davies Reviews. Reports on progress for women serving on boards, and for women in the two senior management layers below the board in 400 companies.
Hampton Alexander-Review
  • Nov 2019
  • HM Government
Reports of the Hampton-Alexander review into increasing the number of women in senior positions in FTSE 350 companies. This review looked at ways to ensure to that talented women at the top of business are recognised, promoted and rewarded. The focus of the review is on both senior women below the company board and increased female representation on FTSE boards..
Being a company director
  • Feb 2019
  • HM Government
Government guidance on the duties of a director and a director's responsibility to Companies House.
Competition disqualification orders
  • Feb 2019
  • HM Government
Guidance from the Office of Fair Trading (OFT) designed to help company directors understand their responsibilities under competition law.
Disclaimer

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.

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