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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

How to embed Nature as a stakeholder in your business
  • Oct 2024
  • ICAEW Insights
Embedding nature as a stakeholder in your business could allow you to better fulfil your ESG obligations, directors’ duties and sustainability reporting responsibilities. But how does it work?
No limit to the liability of company directors
  • Aug 2024
  • ICAEW Insights
Personal liability to the tune of £18m is the sobering outcome in a case against two former directors of BHS.
IoD code of conduct for directors needs teeth, ICAEW warns
  • Jun 2024
  • ICAEW Insights
ICAEW expresses concerns about the effectiveness of a voluntary code with no enforcement mechanism or register of signatories.
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.
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Board Directors Training Programme

In today's complex and volatile business landscape there’s an increasing scrutiny on the role and performance of the board. In response to these increasing enhance your board performance with ICAEW’s new online programme. The e-learning provides a benchmark framework for directors to measure their own role and competencies, through the use of webinars, eLearning, case studies, and training films.

  • ICAEW Members 25% discount
Find out more See more corporate governance CPD courses

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 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.
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 Crisis series - Crisis prevention: the role of directors and the board
  • Webinar
  • Feb 2024
Hear from our expert panel to help you prepare your organisation and board for preventing a crisis.
Exclusive INTERNAL AUDIT COMMUNITY The role of internal audit in uncertain times
  • Webinar
  • Feb 2023
Listen to our webinar recording and hear from a Group Risk and Internal Audit Director about the role of internal audit in uncertain times.
How a board should balance major strategic issues with staff retention and wellbeing
  • Podcast
  • Nov 2022
In the second of two Insights In Focus special episodes an experienced panel discuss a dilemma facing a fictional UK-based food manufacturer.
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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
  • 2024
  • 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
  • 2024
  • 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
  • 2024
  • Saleem Sheikh
  • Bloomsbury Professional
  • Company Law Handbook
Chapter addressing the legal specific duties of company directors and their liabilities under the Companies Act 2006.
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.
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.

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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 Corporate governance handbook
  • eBook
  • 2017
  • Bernadette Barber | Barbara Allen
  • ICSA Publishing
The ICSA Corporate Governance Handbook provides full explanations of the statutory and regulatory regime applicable to listed companies but also,addresses how governance best practice might be applied by private companies, including subsidiaries.
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' 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 Company secretary's handbook (11th edition)
  • eBook
  • 2016
  • Douglas Armour
  • ICSA Publishing
An authoritative guide to company secretarial practice. Detailed commentary is accompanied by over 80 precedents. The 5th edition of this title is available through our Ebook Central subscription.
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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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 Board members acting independently for VAT purposes? Spain has its say
  • Jul 2024
  • Fernando Matesanz
  • Euromoney
Fernando Matesanz of Spanish VAT Services reports on a domestic ruling that draws on CJEU case law concerning the tax treatment of professional services provided by a company's board members,
Exclusive Generative AI: The board's role in strategic and responsible AI leadership
  • Apr 2024
  • Dannetta Bland, Lis O'Connor
  • NACD
The article focuses on the pivotal role of corporate board members in navigating the strategic and responsible adoption of artificial intelligence (AI) within companies. Topics include the implications of AI on responsible business practices, the transformative potential of Generative AI (GenAI), and the strategic oversight responsibilities of board members in managing AI's impact on business operations and ethical implications.
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.
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.

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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.

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