The new edition of this well-established title (the eighteenth in the series) covers a comprehensive range of topics, from the personal affairs of a director on appointment to the conduct of a company's business and questions of governance and strategy. It gives the reader an understanding of the practical application of all the legal and regulatory issues facing directors, both on a day-to-day operational basis and in relation to questions of importance to long term decision making. Updates to the previous edition include: - new material covering the AIM regime and the AIM Rules for companies, and the application of the Market Abuse Regulation to both listed and AIM companies following Brexit - an updated chapter on insolvency issues, covering the reforms and structures introduced by the Corporate Insolvency and Governance Act 2020 - new and updated sections on directors' 'general' duties under the Companies Act 2006 (including s.172) and on directors' disqualification - reviews of directors' reporting obligations in the Annual Report and otherwise, and of relations with shareholders The new edition also covers the administrative and accounting obligations of directors under the Companies Act 2006, the role of directors and board decision making, the listing regime and governance arrangements applicable to different types of company, employees and customers, aspects of competition law, requirements concerning the environment, and public company takeovers.
Available as an electronic publication, this e-Book provides easy access to formal guidance notes and other publications of third party institutions and organisations and supports cross referencing in the text. This book aims to be a compendium handbook with a legal basis and will help the reader to: - understand the full range of issues which may face directors and those proposing to become directors - provide information and guidance on matters which boards may need to address in their decision making processes, including appendices detailing some practical checklists and a practical Glossary of terms with electronic links to the text aiding the accessibility of the work to all readers. - broaden the horizons of those seeking to understand the extent of the legal, regulatory and practical considerations which may need to be considered in companies both large and small
It's an invaluable resource for company directors, company secretaries, and governance and HR professionals in organisations of all sizes, as well as their legal advisers, in house lawyers, company law practitioners, and financial advisers.
Read an extract of Rights and Duties of Directors
Table of Contents
1. The nature of office of director 2. Directors, the Board and the company secretary 3. Directors' rights 4. Statutory statement of directors' general duties 5. Breach of duty by a director 6. Statutory duties of directors 7. Accounting and financial responsibilities of directors 8. Directors' duties and the members 9. Directors' duties in public and listed companies 10. Directors and corporate governance 11. Directors' duties and employment issues 12. Directors' duties and the environment 13. Duties and the customer 14. Directors, creditors and insolvency Appendix 1 Checklist of matters to include in a director's service contract Appendix 2 Extract from ICSA guidance: a sample non-executive director's appointment letter (Guidance Note 111214) Appendix 3 CDDA 1986 Schedule 1: Matters for Determining Unfitness of Directors Appendix 4 Statutory registers Appendix 5 Inspection of company records Appendix 6 Companies Act 2006: statutory forms and fi ling periods Appendix 7 Schedule of recommended retention periods Appendix 8 Retention and disposal of records Appendix 9 General notice by director of interest in any contract of the company Appendix 10 Minute recording a director's disclosure of interest Appendix 11 Extract from Regulation 5 of the Consumer Protection from Unfair Trading Regulations 2008 Appendix 12 Directors' responsibilities: statement for a non- publicly traded company preparing financial statements under UK GAAP Appendix 13 Summary of companies' accounts fi ling obligations Appendix 14 Qualification as a very small, small or medium-sized group or company Appendix 15 Consumer Protection from Unfair Trading Regulations 2008 Schedule 1 Regulation 3(4)(d) Appendix 16 Wording of special resolution amending the Articles of Association of a private company to provide power to purchase own shares Appendix 17 Notice of redemption of shares Appendix 18 Summary of procedural requirements where resolutions of private companies are passed by written resolution Appendix 19 Special notice to company of resolution to remove a director Appendix 20 Draft format for a written resolution Appendix 21 Wording of a directors' responsibility statement Appendix 22 Modern Slavery Statement Example Appendix 23 Extract from ICSA Guidance on Terms of Reference – Remuneration Committee Appendix 24 Extract from ICSA Guidance on Terms of Reference – Audit Committee Appendix 25 Basic contents of the written statement of employment Appendix 26 Sample disciplinary and grievance policy (a modified extract from the Acas guide: Discipline and grievances at work, March 2015) Appendix 27 Example of a whistleblowing policy Appendix 28 HSE's health and safety leadership checklist Appendix 29 Punishment of offences under IA 1986 Appendix 30 Schedule A1 to IA 1986 – Punishment of offences whilst a voluntary arrangement is in force Appendix 31 Extract from ICSA Guidance on Terms of Reference – Nomination Committee Appendix 32 Extract from the ICSA Guidance on Induction of Directors (May 2015) Appendix 33 Extract from ICSA Guidance on Matters Reserved for the Board