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Chapter 11: Directors and company secretary

This chapter provides guidance on the definition of a ‘director’, the appointment and qualification of directors, and their remuneration and contracts. It looks at types of directors, such as executive, managing, alternate and other special types of director. It also examines the retirement and removal of directors, and the procedure on a director ceasing to hold office, also covering defective appointment. This chapter provides guidance on the duties and powers of directors – their responsibilities, their duties under the Companies Act 2006, and their duties related to conflicts of interest, looking at BIS’s overview of directors’ duties, and covering directors’ and officers’ insurance and indemnities. This chapter examines transactions with directors and their other interests – such as contracts, loans, interests in shares and debentures both in listed and non listed companies. It provides guidance on the Model Code, and looks at market abuse and insider trading. It also examines the office and authority of the company secretary, and the procedures for appointment.

Precedents include:

  • Precedent 11.A Deed of waiver

  • Precedent 11.B Resolution (directors) appointing managing director (with service agreement)

  • Precedent 11.C Resolution (directors) appointing managing director (without service agreement)

  • Precedent 11.D Form of appointment of alternate director

  • Precedent 11.E Form of revocation of appointment of alternate director

  • Precedent 11.F Resolution (directors) approving appointment of alternate director

  • Precedent 11.G Board minute noting revocation of appointment of alternate director

  • Precedent 11.H Article for appointment of divisional directors

  • Precedent 11.I Special notice to remove a director

  • Precedent 11.J Notice to be given by the company to remove a director

  • Precedent 11.K Special resolution (members in general meeting) validating acts of directors

  • Precedent 11.L Article authorising directors to purchase and maintain in force directors’ and officers’ liability insurance

  • Precedent 11.M General notice of interests

  • Precedent 11.N Minute relating to general notice of interests

Sections

    Directors
    Appointment Of Directors
    Remuneration And Contracts
    Executive And Other Directors
    Retirement And Removal
    Directors' Duties And Powers
    Transactions With Directors And Other Interests Of Directors
    The Model Code, Market Abuse And Insider Dealing
    The Company Secretary
    Precedents
    Appendices