The Company Directors Disqualification Act 1986, s2 provides that where a person is convicted of an indictable offence, whether on indictment or summarily, in connection with the promotion, formation, management, liquidation or striking off of a company, or with the receivership of a company's property or with his being an administrative receiver of a company, the court may impose disqualification from being a company director (etc).

Court considers duties to act in good faith and to avoid conflicts of interest in Odyssey Entertainment Ltd (in liquidation) v Kamp and others

Restructuring & Insolvency analysis: The High Court has confirmed that an order for strike out and summary judgment can be obtained against directors in Insolvency Act 1986 (IA 1986) proceedings based on findings made by the First-tier Tribunal (Tax Chamber) (FTT) in respect of an offending company. The judgment provides helpful precedent to office-holders that are pursuing directors in relation to fraud, following findings made by another court or tribunal regarding knowledge, even where the parties in question had not been party to the original proceedings. In this case, the FTT had made no explicit findings of dishonesty, yet the defence of the first respondent was struck out and summary judgment was granted by the High Court in favor of the liquidator. Written by Lauren Wright, associate at Addleshaw Goddard LLP.

A director, officer or agents thereof are liable to account to the company for accepting gifts from promoters during the time of promotion.

The European Commission's Directorate-General for Energy has taken additional steps to establish the European Network of Network Operators of Hydrogen (ENNOH) in 2025 following agreement among future Hydrogen Transmission Network Operators (HTNOs) on draft rules required in order to establish this new network. Under the Hydrogen and Gas Markets Decarbonisation Package, future HTNOs are required to submit the draft documents that were agreed to the European Union Agency for the Cooperation of Energy Regulators (ACER) and the Commission by 1 September 2024 at the latest. ACER then will have four months to consult stakeholders and formulate its opinion and following this, the Commission will have three months to publish an opinion. The companies will have three months to adjust and finalise the documents, before ENNOH can be established (probably in Spring 2025).

A director of a company is responsible for the day-to-day management of that company. The directors make decisions on behalf of the company in order that it can carry on its business.

For the purposes of the Code in general, 'directors' includes persons in accordance with whose instructions the directors or a director are accustomed to act (ie shadow directors).

A professional association for British directors working in the audiovisual sector. It is a CMO for the distribution of secondary rights payments to directors.

This glossary contains a summary and definition of some of the most common terms and phrases used in the context of a company’s board of directors and company secretary. A Word or phrase Definition Alternate director An individual (whether another director or any other person) appointed by a director to exercise that director’s powers and carry out that director’s responsibilities in relation to the taking of decisions by the directors, in the absence of the alternate's appointor. Unlike the Table A articles, the Model Articles for private companies limited by shares do not contain provisions about the appointment or removal of alternate directors. A company that has adopted bespoke articles of association may include provisions for the appointment, removal, rights and responsibilities of alternates (for example see clauses 23–25 of Precedent: Articles of association—private limited company). Articles of association Generally referred to simply as the Articles. The principal constitutional document of a company (along with the Memorandum of association), dealing with management and administration issues, most notably the powers of directors, the transfer

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 as distinct from: ◦ secondary liability eg for aiding and abetting, and ◦ inchoate liability eg as a conspirator • is limited to a consideration of the law of England and Wales The offences covered by this Practice Note are punishable by fine or imprisonment, or both, as specified below. Please note that a subscription to Lexis+® UK Corporate Crime will be required to view some of the Practice Notes referenced in this document. While fines imposed by a magistrates' court (ie on summary conviction) for offences committed in England and Wales before 12 March 2012 are subject to a cap (£5,000) there is no cap on fines imposed by a Crown Court (ie on indictment). Note that for offences committed in England and Wales on or after 12 March 2015, there is no upper limit to the fine which the magistrates' court can impose. Statutes

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 the course of business of the company. One way in which a director might be protected from liability is by the company purchasing a directors' and officers' insurance policy (D&O policy). Companies Act provisions The Companies Act 2006 (CA 2006) contains a general prohibition against exempting or indemnifying directors against liabilities. However, there are statutory exceptions to the general rule providing that directors can be protected from liability by: • the acquisition and maintenance of insurance by the company for its directors against liabilities • the company giving qualifying indemnities to its directors against certain liabilities Prior to 2005, companies were prohibited from acquiring insurance or giving indemnities to protect its directors. Such permission came about due to recognition of the need for a proportionate balance between: • ensuring that directors do not act dishonestly or negligently, and • sufficiently protecting directors from liabilities in

Restructuring & Insolvency analysis: The Court of Appeal held that payment of a dividend (in the sum of USD $84.7m) by Rockrose UKCS8 LLC (UKCS8) around the time that a share purchase agreement (SPA) was agreed between its parent company, RockRose Energy Limited (Rockrose), and Fujairah International Oil & Gas Corporation (FIOGC) under which Rockrose agreed to sell its membership interest in UKCS8 to FIOGC was in contravention of section 238 of the Insolvency Act 1986 (IA 1986). The Court of Appeal clarified that the ‘transaction’ in this case was the payment of the dividend, an afterthought decided upon after the SPA was agreed. It dismissed the argument that the dividend payment was made in good faith for commercial benefit, holding that the benefit of the dividend payment was attributed to RockRose, and not UKCS8. Written by Anamitra Mukhopadhyay, associate, Restructuring & Insolvency, Trowers & Hamlins LLP.