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The Role of Company Directors: Duties, Responsibilities & Liabilities

Module Leader: Martin Frost


Company directors play a vital and important role in the economy and the experience of serving on a company board can be a very enjoyable and rewarding experience. However, the duties and responsibilities imposed on directors by law have never been greater and care is required to ensure that directors comply with their duties and avoid incurring personal liability.

This informative and interactive full-day session has been created to provide new and existing directors (as well as senior managers and those considering becoming directors) with a solid understanding of the role, duties and responsibilities that are imposed upon directors and the potential risks if they fail to meet the required standards.  It will assist companies and their boards demonstrate that they have taken positive steps to ensure that their directors have been properly inducted and fully understand their role, know how to manage risks effectively and help significantly reduce the chances of financial and personal penalties arising in the future. 

Module aims 

This module aims to provide participants with:

  • A thorough introduction to the “General Duties” of company directors set out in the Companies Act 2006 together with a summary of the other key areas of law that can impose legal duties and liabilities on directors; 
  • An understanding of the risks facing directors and the penalties and liabilities that can be incurred; 
  • Knowledge of the steps and procedures directors can undertake to protect themselves from personal liability

Learning outcomes 

By the end of this module, participants will: 

  • Understand who the law considers to be a “director” and upon whom the legal duties and responsibilities of directors are imposed; 
  • Have a good understanding of the statutory General Duties of directors under the Companies Act and an awareness of the different sources from which legal duties can be placed on directors (eg the Insolvency Act 2006, health & safety legislation etc); 
  • Understand the minimum level of skill and care that all directors must exercise and the circumstances where a higher standard can be imposed; 
  • Be able to recognise conflicts of interest and understand how to utilise disclosure and ratification procedures to prevent directors breaching their duties in this complex area; 
  • Understand to whom directors owe their duties, how they can be enforced and what steps companies and their boards can take to manage or minimise these risks and protect directors from incurring personal liability.

The Role of Company Directors: Duties, Responsibilities & Liabilities: Course Agenda

9:30 am

Coffee & Registration

9:45 – 10:00 am

Introduction to the day and round the room intros

10:00 – 10:15 am

Who is a director?

  • Qualifications / Disqualifications
  • Executive v Non-Executive
  • Shadow and de facto directors

10:15 – 10:30 am

Group work – Director or Not?

10:30 – 11:30 am

General Duties under Companies Act 2006

  • Background and review of general duties
  • Duty to promote the success of the Company
  • Standard of skill and care
  • Conflicts of interest and disclosure of interests
  • To who are duties owed
  • Enforcement of duties
  • Remedies 

11:30 – 11:45 am

Coffee Break 

11:45 am – 12:45 pm

Group Work – Duties 

12:45 – 13:30


13:30 – 14:00

Duties imposed by the Insolvency Act

  • Wrongful trading
  • Fraudulent trading
  • Transactions at under-value
  • Preferences

14:00 – 14:45

Group work and case studies 

14:45 – 15:15

Regulatory Offences

  • Health & Safety
  • Corporate manslaughter 

15:15 – 15:30

Best Practice and how boards can minimise the risks 

15:30 – 16:00

Summary and Any Questions

The cost         

Our standard charge is £200 plus VAT per delegate for a full day course if it is being held at our premises or a venue close to our offices.  In addition, we do offer three for the price of two rates.

For a half day course, our fees are £125 plus VAT per delegate.

Should you require the course to be held in-house at your premises, then the fee would be £2,000 plus VAT for up to 12 attendees.  Should your premises be in London, then the fee would be £2500 plus VAT plus travel and hotel costs. 

For a half day course, our fee would be £1250 or £1500 for London plus travel costs.

If you are interested in reserving a place, please contact Hayley MacDonald.

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Delegate testimonials

“ I just want to add that yesterday’s seminar was absolutely brilliant, the speakers, their subject knowledge and content was exceptional and it was delivered in such a way that an otherwise difficult and sometimes ‘dry’ subject came across in manageable and enjoyable format.” Kate Swinton, Sweet Squared

“This was one of  only a handful of courses that I have  ever been on where I have walked away having thought that it was time well spent, and that I had  learnt something"  Gemma Gill, Call Credit Information Group Leeds  

“Well presented with  especially useful discussions about real case studies. Excellent training day throughout“. Saoirse Cowley, Government Legal Department

“Pitched at the right level; not too detailed but sufficient to enable an overall understanding of key aspects of employment law”.  Chris Brewster, Animal Care Plc 

“Excellent presentation, clear learning outcomes and very good case studies”. Attendee Chaucer Foods Limited 

“Excellent and entertaining delivery“.  Bred Duncan, Duncan Chartered Accountants 

“Very well presented. All information detailed and very well put across”.  Mathew Chafer, Begbies Traynor  

“Excellent presenters, dynamic case studies and examples”.  Camilla Reece, Financial Force  

“Really enjoyed the day ; learned something new ! Excellent facilitators“. Sarah Kelly, HR Manager CPP 

“Very well presented and very informative”.  Shanna Pindair, Yorkshire Energy Partnership 

“Detailed , very informative, great use of case studies to illustrate examples”. Alexandra Myer, Morrisons Supermarket Plc 

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