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This statement was issued in October 2008 by the Institute of Chartered Accountants in England and Wales, principally concerning the main duties and responsibilities of a financial or accounting nature owed by directors to their company and its shareholders and others, but also including an overview of more general duties and responsibilities.
It sets out, where appropriate, what is considered to be good practice rather than what may be acceptable as the legal minimum required.
There is no comprehensive definition of a director in statute, the only guidance given being that the term 'director' includes any person occupying the position of director, by whatever name called (Companies Act 2006, section 250).
For example, in some companies management may be entrusted to 'Governors' or 'Council Members'. Further, and separately, the word director in some statutory provisions includes a de facto director, that is a person who acts as a director without having been appointed.
At the time of issue no model articles are yet prescribed.
Accordingly references to typical articles herein are to the 1985 Act Table A (modified in 2007) that apply to companies formed under the 1985 Act (on or after 1 October 2007).
The statement is concerned with companies in the United Kingdom subject to the provisions of the Companies Act 2006.
It has, with one exception (see below), been prepared on the basis of the complete implementation of that Act, in relation to a company formed under that Act, whereas at the time of issue some provisions of the Act have not yet commenced and readers should be aware that certain 1985 Act provisions and transitional adaptations remain in force until 1 October 2009 (see Appendix B for a list of commencement dates, extracted from the Final Implementation Timetable published by BERR in December 2007).
English counsel have confirmed that this statement is consistent with the English law as at 1 October 2008 had the 2006 Act been fully implemented as at that date.Where Table A articles apply by default to a company - i.e.by statutory provision in lieu of specific provision by the company - it is the version of Table A in force at the time of the company's formation that is relevant.However, the guidance in this statement does not apply to members of a Limited Liability Partnership, whether they be designated members or otherwise.
Certain specialised areas, including special rules for charitable companies and banks are not covered.
References to legislation should be taken to mean legislation as amended up to 1 October 2008.