Rights and Duties of Directors 2016

Martha Bruce FCIS is a qualified chartered secretary and director of Bruce Wallace Associates Limited.

• 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 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 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 FCA Handbook, LR 9 Annex 1, The Model Code (R) Appendix 23 Extract from ICSA Guidance on Terms of Reference – Remuneration Committee (Guidance Note 101019) Appendix 24 Extract from ICSA Guidance on Terms of Reference – Audit Committee (Guidance Note 101017) 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 (Guidance Note 101020) Appendix 32 ICSA Guidance on Induction of Directors (Guidance Note 120606) Appendix 33 Extract from ICSA Guidance on Matters Reserved for the Board