The ICSA Director's Guide 5th edition

Contents

1. Fundamentals about directors

Chapter 1 details the basics of the role of director, including who can be appointed and how, different types of directors, due diligence, induction and training and remuneration.

2. Director's powers, governance and company management

Chapter 2 looks at how directors exercise the powers and includes conduct of board meetings, corporate governance , board effectiveness and risk management and internal control.

3. Length of service

Chapter 3 gives of an overview of how directors can leave the board, including resignation and removal. Chapter also looks at succession planning.

4. Statutory statement of director's duties

Chapter 4 looks at the statutory statement of director's duties contained in the Companies Act 2006.

5. Disclosure requirements

Chapter 5 discusses the information that directors are required to disclose arising under the Companies Act 2006.

6. Administrative duties

Chapter 6 looks at the general duties that directors are responsible for, imposed by the Companies Act 2006 and common law.

7. Restricted and prohibited transactions

Chapter 7 gives details of restrictions and prohibitions on directors  performing certain acts such as loans to directors, substantial property transactions, service contracts and payment for loss of office.

8. Shareholders

Chapter 8 looks at the relationship between the board and its shareholders. This chapter includes information on share ownership , general meetings and communication.

9. Financial accounts

Chapter 9 looks at the director's responsibility in terms a company's accounts.

10. Health and safety

Chapter 10 gives an overview of the director's responsibility for the health and safety in a company

11. Stakeholders

Chapter 11 discusses the statutory duties that directors have to stakeholders other than the shareholders. These include employees, the environment, customers and creditors.

12. The struggling company

Chapter 12 deals with directors duties in relation to voluntary arrangement, administration and liquidation.

13. Penalties for breach of duty

Chapter 13 details what punishments are can be faced for directors who fail to carry out their duties.

Appendicies

• Appendix 1: The UK Corporate Governance Code
• Appendix 2: ICSA Guidance Note: Joining the right board: due diligence for prospective directors
• Appendix 3: ICSA Guidance Note: Induction of directors
• Appendix 4: ICSA Guidance Note: Directors’ Service Contracts
• Appendix 5: ICSA Guidance Note: Sample non-executive director’s appointment letter
• Appendix 6: Final Recommendations of the Walker Review
• Appendix 7: Turnbull Report: Internal Control – Guidance for Directors on the Combined Code
• Appendix 8: The UK Stewardship Code
• Appendix 9: LR 9 Annex 1 THE MODEL CODE (R);
• Appendix 10: Data protection principles
• Appendix 11: Schedule of recommended retention periods
• Appendix 12: FRC Guidance on Audit Committees
• Appendix 13: Basic contents of the written statement of employment
• Appendix 14: Duties once placed in liquidation
• Appendix 15 Matters for determining fitness of directors (CDDA 1986, s 9(1A))
• Glossary
• Directory
• Index