Liability of Non-Executive Directors: Care, Skill and Diligence

Overview This guidance note is designed to help non-executive directors avoid a range of penalties – from fines, through to disqualification and imprisonment – if they fail to carry out their various duties. Prospective non-executives are also advised to undertake their own due   diligence before taking on the role, satisfying themselves that the company is…

FRC – Guidance on the Strategic Report

Overview The guidance encourages that the information provided in annual reports should be more relevant to shareholders. With that in mind, the guidance is framed in the context of the annual report as a whole. In practice, an annual report comprises a number of components. The information contained in each of these components has different…

Corporate Governance Reform – Green Paper

Overview This Green Paper is designed to stimulate a debate on a range of options for strengthening the UK’s corporate governance framework, including options for increasing shareholder influence over executive pay and strengthening the employee, customer and supplier voice at boardroom level.   Download Document   (more…)

Governing Culture: Risk & Opportunity?

Overview This guide explores in detail what board leadership of purpose, values and culture means in practive. It describes each of the six key pillars in more detail and gives examples of what the best boards do. It also shows, for each pillar, the relevant section from the ‘agenda of boards’ differentiating between the questions…

Other references

Practical Guide to Corporate Governance, 2014, Mark Cardale The Director’s Handbook: Your Duties Responsibilities and Liabilities, 2010, Institute of Directors The Independent Director, The Non-Executive Director’s Guide to Effective Board Presence, 2015, Gerry Brown (more…)