Directors and company secretaries

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Directors and company secretaries guidance:

The UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good governance in relation to board appointments and...

Practice Note

BREXIT IMPACT: The information to be given when appointing a corporate secretary will be affected by Brexit. For further details, see Impact of Brexit on appointment of...

Practice Note

Definition A public company must have a company secretary (as required by section 271 of the Companies Act 2006 (CA 2006)), who must have the requisite knowledge and...

Practice Note

The Companies Act 2006 (CA 2006) contains provisions that require credit transactions for the benefit of directors, persons connected with directors and related...

Practice Note

The Companies Act 2006 (CA 2006) contains provisions relating to the consequences of a failure to obtain the required members' approval of credit transactions made by a...

Practice Note

Definition of 'director' The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position of director, by whatever name called'. Within...

Practice Note

A director who is in any way, directly or indirectly, interested in: • a proposed transaction or arrangement with the company of which they are a director, or • a...

Practice Note

A director who is in any way, directly or indirectly, interested in: • a proposed transaction or arrangement with the company of which they are a director, or • a...

Practice Note

This Practice Note describes the criminal offences that are of most relevance to company directors, and: • focuses on offences which an individual commits as a principal...

Practice Note

A director of a company limited by shares is exposed to a wide range of potential liabilities that could arise as a result of their acts or omissions carried out during...

Practice Note

Directors, and in some cases shadow directors, owe numerous duties to a company. Many of those duties have been developed by the courts over hundreds of years from more...

Practice Note

Directors are the agents of a company who manage its day-to-day business and owe a number of duties to it. Many of those duties have been developed over hundreds of years...

Practice Note

The main directors’ duties developed by the courts were set out in statute for the first time in the Companies Act 2006 (CA 2006), ss 171–177 and all of those statutory...

Practice Note

The main directors’ duties developed by the courts were set out in statute for the first time in sections 171–177 of the Companies Act 2006 (CA 2006), and all of those...

Practice Note

Directors are the agents of a company who manage its day-to-day business and owe a number of duties to it. The Companies Act 2006 (CA 2006) codified for the first time...

Practice Note

The duty to promote the success of the company is one of the general duties owed to a company by its directors under the Companies Act 2006 (CA 2006). For an introduction...

Practice Note

The Companies Act 2006 (CA 2006) requires any provision in a director's service contract under which the guaranteed term of the director's employment is, or may be,...

Practice Note

Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a director or to...

Practice Note

This Practice Note outlines the regulatory framework for remuneration of directors of quoted and unquoted traded companies against the current backdrop of increased...

Practice Note

This Practice Note focuses on the additional statutory and regulatory requirements applicable to UK listed companies in relation to directors’ service contracts, covering...

Practice Note

The Companies Act 2006 (CA 2006) requires a company to:CA 2006, ss 227–230 • retain copies of directors’ service contracts • make copies of directors’...

Practice Note

This Practice Note outlines the requirements on directors to disclose their interests in shares under the Companies Act 2006 and the Market Abuse Regulation (including...

Practice Note

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company, the no conflict and...

Practice Note

The Companies Act 2006 (CA 2006) contains provisions that require loans from a company to its directors or persons connected with its directors and related arrangements...

Practice Note

The Companies Act 2006 (CA 2006) contains provisions relating to the consequences of a failure to obtain the required members' approval of loans made by a company to...

Practice Note

The non-executive director (NED) is not a statutory creation and is, essentially, a creature of corporate governance. There is no legal distinction in the Companies Act...

Practice Note

The concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board effectiveness, including on board and board committee...

Practice Note

The Companies Act 2006 (CA 2006) contains provisions relating to payments made by a company to a director as compensation for loss of office. Shareholder approval is...

Practice Note

The Companies Act 2006 (CA 2006) contains provisions relating to payments made by a company to a director for loss of office in connection with a share transfer resulting...

Practice Note

The Companies Act 2006 (CA 2006) contains provisions that require payments made by a company to a director for loss of office in connection with the transfer of the whole...

Practice Note