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Directors of UK companies have an extensive range of legal responsibilities, not just in relation to managing the company but also to employees, shareholders, customers and other stakeholders.

Now in its fourth edition, The ICSA Director’s Guide explains all the core duties and liabilities of being a director from appointment to resignation, including disclosures, shareholder relations and corporate governance.

With the recommendations of the Walker Review and the new UK Code on Corporate Governance published, you need to be sure that your company’s directors are up to speed with the latest developments.

Commentary has been thoroughly revised to take account of:

•The final implementation of the Companies Act 2006
• The new UK Code on Corporate Governance
• Changes in the Model Articles affecting the way directors manage the Company
• The Equality Act 2006 and current Equality Bill
• Changes to take-over and merger provisions
• Shareholder nominee information rights and SAIL requirements
• Updated information on conflicts of interest and benefiting from third parties
• Updated cases and statistics on directors’ disqualification and personal liability, unfair dismissal, corporate manslaughter and health and safety incidents
• The current data protection fine position
• ACAS disciplinary and grievance code

In a market increasingly sensitive to the duties and actions of directors, this guide is the essential reference for both seasoned and newly appointed directors, executive and non-executive, to help them identify and comply with their duties prescribed by company law and regulation.

•  ISBN: 9781860724480 •   Published July 2010 • £34.95

Contents
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Fundamentals about directors
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Directors’ powers and company management
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Length of service
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Origin of directors’ duties
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Disclosure requirements
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Administrative duties
·
        
Restricted and prohibited transactions
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Shareholders
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Financial accounts
·
        
Health and safety
·
        
Stakeholders
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The struggling company
·
        
Penalties for breach of duty
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Plus appendices including:
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The Combined Code 2006: Code of Best Practice
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Guidance on Internal Control (The Turnbull Guidance)
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Continuing Obligations – the Model Code: Annex LR9
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Due diligence for directors
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Induction of directors
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Statutory forms and filing periods
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Document retention periods
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Data protection principles
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Matters for determining unfitness of directors

About the author
Martha Bruce: Martha Bruce, FCIS, is a Chartered Secretary and partner of David Venus and Partners, a leading firm of Chartered Secretaries in practice.