The Responsibilities of Company Directors

Foreword by Sir Adrian Cadbury Acknowledgements 1 Introduction *'The business of book learning' *How to use this book *Notes 2 Appointment of directors *Who is a director? *Appointment of first and subsequent directors *Typical provisions governing appointment *Minimum and maximum number *Age limit *Managing directors *Checklist: Appointment of directors *Notes 3 Powers of directors - know your articles! *Powers contained in articles *Limitation of powers *Powers exceeded *Usual amendments to articles *The director's powers to enable the company to borrow *Powers exercised collectively *Checklist: Powers of directors 4 Duties of directors *To whom do you owe your duty? *Good faith *Skill and care *The interests of employees *Nominee directors *The interests of creditors *Personal or secret profit *Interest in contracts *Contracts with the company *The Hampel Report 1997 *Additional duties when also company secretary *The future *Checklist: Duties of directors *Notes 5 Your relations with shareholders *Share transfers *Compulsory acquisition of shares *Financial assistance for acquisition of shares *Insider dealing *The registers *Unfair prejudice *The directors' report *Checklist: Your relations with shareholders *Notes 6 Relations of directors with one another: fate chooses your relations - you choose your fellow directors *Disagreement with fellow directors *Resignation *Department of Trade and Industry investigation *Winding-up *Court application *Checklist: Your relations with your fellow directors 7 Proceedings of directors *The board meeting *The general meeting *Checklist: Directors' proceedings *Notes 8 Directors' remuneration - management and money go hand in hand *Expenses *Your tax treatment *Share incentive schemes - a share of the action *Loans to directors *Checklist: Directors' remuneration 9 Directors' service contracts *Written particulars of terms *Notice *The service contract *Checklist: Directors' service contracts *Notes 10 Resignation, removal and retirement - should I stay or should I go? *Resignation *Removal *Compensation for loss of office *Retirement *Checklist: Your resignation, removal and retirement *Notes 11 Disqualification of directors, and wrongful and fraudulent trading *Disqualification *Disqualification order *Grounds *Disqualification by the articles *Wrongful trading *Fraudulent trading *Qualification shares *Disqualified director hotline *Checklist: Disqualification of directors, and wrongful *and fraudulent trading *Notes 12 Directors and officers insurance *Background *Availability *Cover provided *Taxation treatment *Checklist: Directors and officers insurance *Notes Bibliography