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Company directors

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

In this section

 

Eyes wide open - directorship pitfalls

Mark McLaughlin, from the Bloomsbury Accounting and Tax Service, highlights the salutary tale of an accountant who accepted the role of company director in another individual’s business but later regretted it.

The role of boards in managing risk

The raft of risks facing a business are more complex, interrelated, and fast-moving than ever before. Good risk management, therefore, is key to helping organisations thrive – not just survive. We examine how boards can help their organisations manage risk more effectively and foster resilience in such uncertain times.

The 10 distinct roles of the board member

What is the role of a charity trustee? There are at least several roles or archetypes that every board member will (or should!) encounter on their journey.

Strategic Report and Directors Report Factsheet

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.

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 ICAEW Connect and Reflect report, we describe the benefits of social media for directors.

Webinars and other recordings

Crisis series - Crisis prevention: the role of directors and the board

Hear from our expert panel to help you prepare your organisation and board for preventing a crisis.

Disclaimer: The opinions expressed by external guest speakers in interviews or other publications included on this website are, by their nature, those of the speaker. They are not necessarily fully endorsed by the ICAEW or purport to reflect the official policies and views of the ICAEW or its members.

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.

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.

Rights and duties of directors

Guide to the rights and powers of directors and their specific duties under company law and associated legislation.

Directors' duties

Key information on the legal general duties of company directors under the UK Companies Act 2006.

Directors: types, appointment and removal

Practical guidance on the types of company director and the legal process of appointing or removing a director.

Directors: specific duties

Chapter addressing the legal specific duties of company directors and their liabilities under the Companies Act 2006.

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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.

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.

Directors

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.

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As a board director are you sufficiently savvy?

The author makes pointers to directors on financial aspects of running a company that directors should be aware of and issues which they should should consider as apart of their role and responsibilities.

Directors duties: managing potential conflicts of industry

The article focuses on the duties of directors especially in the management of possible conflicts of interest. Topics discussed include an overview of directors, the duties of directors, the serious consequences encountered by directors, the avoidance of the conflicts of interest, and the provisions of the Compact Act 2006, Section 175.

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 .

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Useful links

Hampton Alexander-Review

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

Government guidance on the duties of a director and a director's responsibility to Companies House.

Competition disqualification orders

Guidance from the Office of Fair Trading (OFT) designed to help company directors understand their responsibilities under competition law.

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'.

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