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It will appear following the next full update of this section of the regulations.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.It is hoped that the statement will be useful to members acting as directors and to members generally in conveying to directors the extent of these responsibilities.Directors of companies, whether public or private, have various responsibilities towards their companies, breach of which may not only be detrimental to those companies and their shareholders, but also may lead to civil and criminal liability of the individual director concerned.The aim of this statement is to provide guidance to members who are directors as to their responsibilities, principally in relation to financial and accounting matters, but also including an overview of their general duties.Normally the first directors are chosen by the subscribers to the company's Memorandum and thereafter by procedures as provided by the Articles, eg by the members in general meeting or by written resolution.

A company must have a minimum of two directors if public, and a minimum of one if private (Companies Act 2006, section 154).

A director, by whatever title, is one who is in practice responsible for the management of a company's affairs.

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).

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.

References to legislation should be taken to mean legislation as amended up to 1 October 2008.


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