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Training Course Summary:

It is increasingly important for directors to be aware of the duties that they owe to their companies and the liabilities that they are potentially under. The draft Companies Bill introduced as a result of the recent Company Law review shows that the Government intends to impose a statutory liability on directors to ensure that a framework is in place setting the parameters to which they must adhere in their conduct. This course will consider in detail the duties owed by directors to their companies and also consider how directors are appointed and removed, and the steps they can take to protect themselves from potential liabilities.

Course Objectives:
This course is designed to make directors and their advisers aware of the increasingly onerous duties imposed upon them by law and show them how they can legally minimise their personal exposure to risk:
What a director is and who can be treated as a director in law
How a director is appointed and his employment contract
The need to understand the company's constitution
The duties owed to the company
How those duties can be enforced by the company
When a director can fall under personal liability
Defences open to directors when they are sued

Who Should Attend:

All who are interested in the role of the company director, including directors and those advising them such as company secretaries, accountants and solicitors.

Training Course Overview/Content:

Introduction: The Memorandum of Association. The Articles of Association. The role of the Director.
Appointment of directors: First directors. Subsequent directors. Who can be a director. Register of directors. Retirement and removal of directors.
Powers and limitations of directors: Powers. Limitations.
Duties of directors: Introduction. Good faith. Skill and care. Competition and confidentiality. Ultra Vires. To whom duties are owed.
Liabilities of directors: Wrongful and fraudulent trading. Shadow director.
Meetings: General Meetings. Board meetings.
Service agreements.
The Report and Accounts: Accounting principles. Reporting standards. Basic financial information. Statutory accounts. The limitation of accounts.