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This chapter assesses what a director is and the different types of director that exist. Section 250 of the Companies Act 2006 (CA 2006) provides that a director ‘includes any person occupying the position of director, by whatever name called’. A person validly appointed as a director is known as a de jure director, whereas a person who has not been validly appointed, but who acts as a director, is known as a de facto director. A shadow director is ‘a person in accordance with whose directions or instructions the directors of a company are accustomed to act’. Other types of director include executive director, non-executive director, and alternate director. Meanwhile, certain persons such as major shareholders or creditors may have power to nominate a person to the board, and this nominated person is known as a nominee director. Many companies appoint some of their directors to specific board roles.

Chapter

This chapter assesses what a director is and the different types of director that exist. Section 250 of the Companies Act 2006 (CA 2006) provides that a director ‘includes any person occupying the position of director, by whatever name called’. A person validly appointed as a director is known as a de jure director, whereas a person who has not been validly appointed, but who acts as a director, is known as a de facto director. A shadow director is ‘a person in accordance with whose directions or instructions the directors of a company are accustomed to act’. Other types of director include executive director, non-executive director, and alternate director. Meanwhile, certain persons such as major shareholders or creditors may have the power to nominate a person to the board, and this nominated person is known as a nominee director. Many companies will appoint some of its directors to specific board roles.

Chapter

In addition to their fiduciary obligations, directors are subject to duties of care and skill. This chapter discusses the statutory standard of care, skill, and diligence; the content of the duty; and the duty to exercise independent judgement. In looking at care and skill, key issues are the extent to which delegation is possible and the degree to which the delegating director must maintain a residual duty of supervision. The chapter considers the law’s expectations of executive and non-executive directors, including the level of knowledge that they must bring to bear and examines how the standard required reflects their differing roles in the management of the business.

Chapter

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the UK corporate governance system and some of the key corporate governance topics. It begins by looking at what corporate governance is and how the UK’s corporate governance system has evolved. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It also discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.

Chapter

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter explores important issues in company management and corporate governance, starting by examining the role of directors and shareholders (and the relationship between them) and the separation of ‘ownership and control’. Since the early 1990s, the governance of listed companies has been dominated by self-regulatory codes (currently the UK Corporate Governance Code). This chapter examines how these codes operate and considers key themes in corporate governance, including the role of non-executive directors and auditors; the position of institutional investors; and executive remuneration.

Chapter

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter explores the corporate governance debate in the UK in terms of industry and the government. After presenting the background to the UK debate, it considers UK corporate theory and the industry and government responses to the corporate governance debate. It then examines the Sarbanes-Oxley Act that became law in the USA in July 2002; the UK Government’s independent review of non-executive directors (the Higgs Review); the link between corporate governance failure and the 2008 financial crisis; and it outlines a number of corporate governance reforms that have been adopted between 2009 and 2020 including the UK Government Corporate Governance Reform programme and the latest developments in the UK Corporate Governance Code.

Chapter

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter explores the corporate governance debate in the UK in terms of industry and the government. After presenting the background to the UK debate, it considers UK corporate theory and the industry and government response to the corporate governance debate. It then examines the Sarbanes–Oxley Act that became law in the USA in July 2002; the UK Government’s independent review of non-executive directors (the Higgs Review); the link between corporate governance failure and the 2008 financial crisis; and it outlines a number of corporate governance reforms that have been adopted between 2009 and 2020 including the UK Government Corporate Governance Reform programme and the latest developments in the UK Corporate Governance Code.