2022 Leaders and Directors Corporate Governance Ideas & Codes This is a round up and signposting of globally recognised reference sources of good corporate governance and ideas, to improve or expand your corporate governance practices. Each section consists of the heading, an explanatory introduction and a link, which is also the heading, to a pdf… Read more »
Share Buybacks Review for Directors This article is aimed at directors and the board of directors, it is an overview of share buybacks. This author has also been published on the Institute of Directors’ (IoD) website as a lead article their August 2020 Governance section. Share buybacks are hugely important in the USA. They totalled $800bn… Read more »
Wrongful Trading and Director Personal Liabilities tend to go together. If a company is deemed to be Wrongfully Trading and goes into administration or liquidation, the directors would incur personal liabilities. Even if outright dishonesty is not involved. Wrongful Trading is placing orders with no reasonable expectation of being able to pay for them when… Read more »
Leading Better Performing Teams. People naturally want to do well, both for themselves and others. Make it as easy as possible for them to do this. Explain to them what the team’s purpose is and why it is worth doing well. This should not be about making more sales or profits for the company. It… Read more »
Strategic Report s172 Duty CA2006 Large companies must explain, in their Strategic Reports, how their directors have fulfilled their section 172, Companies Act 2006 duty to promote the success if the company. Compliance with this requirement is proving challenging for many board directors. As “how” is much more difficult to explain than “if”. A simple… Read more »
10% CGT Tax Break for Directors, Entrepreneurs and Shareholders Reduced by 90%. During the period of fear, uncertainty and doubt created by the Corona virus the taxman took the opportunity to savagely and surreptitiously cut one of the most useful tax breaks for entrepreneurs and other significant shareholders. Previously, subject to meeting certain criteria, directors… Read more »
Introduction These are difficult times, most staff are feeling isolated from their friends, family and their workplace colleagues. They miss their colleagues, the workplace banter and the normally constant reassurance as to their fit and importance to the organisation. They are feeling anxious about their future, both health-wise and job-wise. It is of paramount importance… Read more »
Legally, according to the CA2006, NEDs and Executive Directors have exactly the same powers and duties. This is because the CA2006 defines a director as anyone fulfilling the role of a director, howsoever named. This broad definition is why Shadow Directors and De Facto Directors are classified as directors and hence in the event of… Read more »
Board Directors must by law participate fully in Board discussions. You have to “exercise Independent Judgement” under s173 of the CA2006 (Companies Act). You must also “exercise Reasonable Care, Skill and Diligence”, under s174 of the CA2006. You can only fulfil your S173 and s174 duties, if you pay proper attention to the subject being… Read more »
Directors stay in control under Covid Insolvency Laws. The 20 day Moratorium process under the 2020 Corporate Insolvency and Governance Act, CIGA 2020, protects the company from new legal recovery actions by creditors. It can easily be extended for an extra 20 days. It leaves the board in control, subject to an independent Monitor. Previously… Read more »
