ICAEW.com works better with JavaScript enabled.

Company directors

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

Contents
Back to top

Need to know

ICAEW's guide to directors' duties and responsibilities

This ICAEW guide provides an overview of directors' duties and responsibilities, 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.
See more
office

Articles & features

IAASB and IESBA seek candidates for board roles
  • Jan 2024
  • ICAEW Insights
The International Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants are looking for skilled applicants to fill board appointments.
Eyes wide open - directorship pitfalls
  • Jun 2023
  • Bloomsbury Professional Online
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
  • Feb 2023
  • ICAEW Insights
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
  • Feb 2023
  • Stephen Cahill
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.
See more

Guidance

Exclusive Strategic Report and Directors Report Factsheet
  • Helpsheets and support
  • Aug 2023
  • PDF (516kb)
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.
CORPORATE GOVERNANCE Employee engagement during Covid-19
  • Helpsheets and support
  • Jun 2020
  • Corpore Governance Department
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.
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.
CORPORATE GOVERNANCE Coronavirus: How can directors support effective whistleblowing in the current crisis?
  • Helpsheets and support
  • Apr 2020
  • Corporate Governance Department
Practical guidance for directors on the importance of whistleblowing during the continually evolving COVID-19 crisis.
See more

Webinars and other recordings

Crisis prevention The role of directors and the board
  • Video
  • Mar 2024
How can you be an effective director in the time of COVID-19
  • Video
  • Aug 2021
Current Issues for IPs
  • Video
  • Jun 2021
Narrative reporting part 3 s172 and beyond
  • Video
  • Jun 2021
See more

Legal alert

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.
Declaimer:

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.

See more

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 Rights and duties of directors
  • eBook
  • 2023
  • Mark Cardale
  • Bloomsbury Professional
  • Rights and Duties of Directors
Guide to the rights and powers of directors and their specific duties under company law and associated legislation.
Exclusive Directors' duties
  • eBook chapter
  • 2023
  • 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: types, appointment and removal
  • eBook chapter
  • 2023
  • 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: specific duties
  • eBook chapter
  • 2023
  • 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.

See more

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
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 Directors' duties and liabilities
  • eBook chapter
  • 2017
  • ICSA Publishing
  • ICSA Publishing
  • The ICSA Corporate Governance Handbook
Chapter 4 looks at the directors' duties in common law, statutory duties, disqualification, liability for breach of duties and Directors and Officers Insurance.
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.
Exclusive Directors' meetings and resolutions
  • eBook chapter
  • 2016
  • Douglas Armour
  • ICSA Publishing
  • Company Secretarys Handbook
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.
Exclusive Directors
  • eBook chapter
  • 2016
  • Douglas Armour
  • ICSA Publishing
  • Company Secretarys Handbook
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.

See more

Industry press

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.
Exclusive As a board director are you sufficiently savvy?
  • Sep 2019
  • Jean Pousson
  • Chartered Institute of Credit Management
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.
Exclusive Directors duties: managing potential conflicts of industry
  • Apr 2019
  • Kyri Papantoniou
  • Reed Business Information
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.
Exclusive Safeguarding the crown jewels: the board's role
  • Jul 2018
  • Emily Mossburg, Clay Young
  • National Association of Corporate Directors
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 .
Exclusive The board role in compliance
  • Mar 2018
  • Michael Volkov
  • Vanguard
Corporate scandals have made it clear that boards need to pay closer attention to compliance. The article explains how an effective board can build stronger relationships with compliance staff in the interest of strong corporate governance.
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.

See more

Useful links

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.
Guidance on directors duties: section 172 and stakeholder considerations
  • Oct 2018
  • GC100
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'.
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.

See more
Can't find what you're looking for?

The ICAEW Library can give you the right information from trustworthy, professional sources that aren't freely available online. Contact us for expert help with your enquiries and research.