The Company Director s Desktop Guide 3rd Edition by David M Martin ISBN 1854184067 9781854184061

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Product details:

ISBN 10: 1854184067 
ISBN 13: 9781854184061
Author: David M Martin

The Company Director’s Desktop Guide has been providing accessible, expert guidance and assurance to company directors for many years.

This comprehensive, user-friendly guide assures Company Directors that they can be assured that they comply with an ever-growing maze of UK legislation and minimize their exposure to personal liability.

The tasks and responsibilities of the company director are becoming more demanding as the amount and complexity of legislation increases. This is a practically oriented book, ideal for company directors who: have no legal training—it refers to the law but is jargon-free; need to know what to do and what not to do—it is packed with checklists, hints and warnings; are pressed for time—the book focuses on the essentials; and are concerned about liabilities—it outlines how these can arise and provides guidance on how to minimize their effects.

The Company Director s Desktop Guide 3rd Table of contents:

Part I: The Director’s Role and Responsibilities

• Chapter 1: Who is a Company Director?
  • Definition of a Director (De Jure, De Facto, Shadow Directors)
  • Types of Directors (Executive, Non-Executive, Independent Non-Executive)
  • Appointment and Removal of Directors
  • Company Secretary’s Role vs. Director’s Role
• Chapter 2: Directors’ Duties: An Overview
  • Common Law and Fiduciary Duties
  • Statutory Duties (e.g., Companies Act provisions)
  • Duty to Act Within Powers
  • Duty to Promote the Success of the Company
  • Duty to Exercise Independent Judgment
  • Duty to Exercise Reasonable Care, Skill, and Diligence
  • Duty to Avoid Conflicts of Interest
  • Duty Not to Accept Benefits from Third Parties
  • Duty to Declare Interest in Proposed Transactions or Arrangements
• Chapter 3: Personal Liability of Directors
  • Circumstances Leading to Personal Liability
  • Wrongful Trading and Fraudulent Trading
  • Breach of Duty and Negligence
  • Insolvency and Directors’ Responsibilities
  • Disqualification of Directors
• Chapter 4: Corporate Governance Best Practices
  • Principles of Good Corporate Governance (e.g., UK Corporate Governance Code, King Report if relevant contextually)
  • Role of the Board of Directors
  • Board Committees (Audit, Remuneration, Nomination)
  • Board Effectiveness Reviews

Part II: Boardroom Dynamics and Decision-Making

• Chapter 5: Board Meetings and Resolutions
  • Calling and Convening Board Meetings
  • Quorum Requirements
  • Taking Minutes and Record Keeping
  • Types of Resolutions (Ordinary, Special)
  • Written Resolutions
• Chapter 6: Strategic Planning and Oversight
  • The Board’s Role in Setting Strategy
  • Monitoring Performance and Risk Management
  • Delegation of Authority
  • Succession Planning for the Board and Senior Management
• Chapter 7: Managing Conflicts of Interest
  • Identifying Potential Conflicts
  • Disclosure Requirements
  • Managing and Resolving Conflicts Ethically and Legally
  • Related Party Transactions

Part III: Financial and Compliance Responsibilities

• Chapter 8: Financial Oversight and Reporting
  • Understanding Financial Statements (Balance Sheet, Income Statement, Cash Flow)
  • Responsibilities for Financial Controls and Internal Audit
  • Reporting Requirements (Annual Accounts, Statutory Filings)
  • Dealing with Auditors
• Chapter 9: Risk Management for Directors
  • Identifying and Assessing Business Risks (Operational, Financial, Reputational, Cyber)
  • Developing Risk Mitigation Strategies
  • Crisis Management Planning
  • Director and Officer (D&O) Insurance
• Chapter 10: Legal Compliance and Regulatory Landscape
  • Data Protection (e.g., GDPR if relevant jurisdiction)
  • Health and Safety Obligations
  • Competition Law
  • Anti-Bribery and Corruption (e.g., UK Bribery Act)
  • Environmental Regulations
  • Consumer Protection

Part IV: Specific Scenarios and Advanced Topics

• Chapter 11: Raising Capital and Shareholder Relations
  • Types of Funding (Equity, Debt)
  • Shareholder Agreements
  • Communicating with Shareholders
  • Dividends and Distributions
• Chapter 12: Mergers, Acquisitions, and Disposals
  • The Director’s Role in M&A Transactions
  • Due Diligence
  • Legal and Financial Implications
• Chapter 13: Directors in Distress: Insolvency and Restructuring
  • Signs of Financial Difficulty
  • Duties When Approaching Insolvency
  • Administration, Liquidation, and Receivership
  • Rescue and Restructuring Options
• Chapter 14: International Aspects of Directorship
  • Cross-Border Operations and Subsidiaries
  • Varying Legal and Governance Frameworks
  • Compliance Challenges in Multiple Jurisdictions
• Chapter 15: Ethics, Social Responsibility, and Sustainability
  • The Ethical Dimension of Directorship
  • Corporate Social Responsibility (CSR)
  • Environmental, Social, and Governance (ESG) Factors
  • Stakeholder Engagement

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Tags: David M Martin, Company, Director