Rights and Duties of Directors 2018/19 (Directors' Handbook Series)

"Rights and Duties of Directors 2018/19 is a highly practical and comprehensive publication which clearly sets out the rights and powers of directors and their duties. Highly practical and comprehensive, it details each and every duty in relation to the core administration, compliance and disclosure requirements of company law and other closely associated legislation. The 17th edition is fully revised and updated to take account of the wide ranging changes and new case law since the 16th edition."--Bloomsbury Publishing. Preface About the Author Contents Directors' Handbook Series Table of Cases Table of Statutes Table of Statutory Instruments Table of European and International Legislation 1. The nature of office of director Definition Requirement for directors Types of director Eligibility Appointment of directors Composition of the Board Succession planning Induction and training 2. Directors, the Board and the company secretary The role of the Board and power to act Board effectiveness and decision-making Appointment and role of the chairman Matters reserved for the Board Board meetings Committees of directors The Board and the company secretary Board evaluation Disagreements amongst directors 3. Directors' rights Appointment and resignation of officers Meetings of directors Calls on partly paid shares Transfer of shares Allotment of shares Meetings of shareholders Rights in relation to contracts Payment of dividends Contract of service and remuneration – executive directors Letter of appointment – non-executive directors Compensation Indemnity Access to information and accounting records Pensions to former directors Service address 4. Statutory statement of directors' general duties To whom duty is owed General duties Common law origins 5. Breach of duty by a director Dismissal of the director Breach of general duties Breach of statutory duties Personal liability Disqualification Voluntary disqualification undertaking Ratification of breaches of duty 6. Statutory duties of directors Appointment and removal of company officers Maintenance, inspection and disclosure of information in statutory books Documents, forms and returns for submission to Companies House Retention and disposal of records Display of company name and other details Directors' interests in transactions and arrangements Directors' interests in shares and debentures Substantial property transactions Loans to directors Service contracts Takeovers and mergers Directors' and officers' indemnity insurance Disclosure of information during an investigation 7. Accounting and financial responsibilities of directors Accounting duties of directors Other financial responsibilities 8. Directors' duties and the members Ownership of shares Meetings of members Minority interest Derivative action Communication with members 9. Directors' duties in public and listed companies Public issues Unlisted offers Listed offers Listed companies and continuing obligations Prohibition on dealing in share options Insider dealing Market abuse 10. Directors and corporate governance Corporate governance recommendations and reviews Key corporate governance components Directors' remuneration Communication and relations with shareholders and stakeholders The Stewardship Code 11. Directors' duties and employment issues Requirements of CA 2006 Contracts of employment Handbook and policies Dismissal Equal opportunities and discrimination Transfer of undertakings and employment rights Other statutory rights Health and safety requirements Employers' liability insurance Employers' practices liability insurance Employment of immigrant workers Employment of children and young persons Employees and pensions Employment records and data protection 12. Directors' duties and the environment The Environment Act 1995 The Environmental Protection Act 1990 Environmental permit Prevention and remediation of environmental damage Environmental reporting Environmental policy statements Environmental management systems Control of major accidents Packaging Waste Carbon Reduction Commitment ('CRC') Insurance 13. Duties and the customer HSWA requirements Product safety Consumer rights Contract terms Trade descriptions Commercial practice Competition and consumer protection Marketing and selling Advertising Disability discrimination Data protection Consumer credit 14. Directors, creditors and insolvency Duties to creditors generally Duties in relation to the struggling company Duties on appointment of a liquidator Duties and winding up Penalties and breach of duty Personal liability of directors Upcoming changes 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 filing 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 filing 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 Glossary Index 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.