Role of the Company Director and the Board

Module Aim
This module introduces the director and board as being responsible for the organisation’s
corporate governance. It looks at the role, duties and legal responsibilities of a director and the
workings of a board. In particular, the course sets the context in which the director and board
works, creating a climate which is in/entrepreneurial in nature where risks are managed within an
increasingly regulated environment.

Module Syllabus
1. The board's corporate governance role
• Evolving concepts of corporate governance
• Governance principles and codes from private, public and charity sectors, including the
impact on the board of working across jurisdiction
• Key corporate governance issues
• Risk management.

2. The legal status of a company

• The concept of the company as a separate legal entity
• The concept of limited liability
• Organisational forms
• The key components of a company’s constitution.

3. The essential differences between governance, direction, management and

ownership

Governance

Direction
• The different types of director
• The duties that a director owes to the company.

Management
• The difference between governance and management; board strategy and management
strategy
• The relationship between the board and management.

Ownership
• General meetings
• Members’ resolutions
• The relationship between the board and members
• Shareholder agreements

2007 syllabus - Final version Dec 06.doc

• Shareholders and stakeholders.

4. The role of the board and identifying good practice in the organisation and the
running of a board
• The purpose of a board
• The tasks of the board
• The schedule of reserved matters
• The complexity of the board's tasks and board dilemmas
• Factors affecting the composition, size, structure and style of the board and frequency of
meetings
• Typical board structures in the UK and elsewhere
• Planning and managing board meetings
• The quality and timeliness of information for board meetings
• Board committees
• Evaluating and improving board performance
• The role of the board in determining the organisation's understanding of corporate
responsibility.

5. The roles directors play and key director relationships in different types of
company and context
• The roles of various directors and the company secretary
• The relationship between the chairman and the managing director/ CEO
• The concepts of independence and inclusion as applied to directors
• Selection and appointment of directors
• Induction, appraisal and training of directors
• Succession planning
• Resignation and removal of directors
• Insurance aspects.

2007 syllabus - Final version Dec 06.doc

 The Director and the Law
Module Aim
This module provides an essential introduction to the duties and legal responsibilities of a
director. It sets out and puts in context the legal and regulatory framework within which the
organisation operates.
It follows on from the module ‘The Role of the Company Director and the Board’.

Module Syllabus
6. The legal duties and liabilities of individual directors and the board
• The duty of care and skill
• Fiduciary duties
• Duties to third parties
• Consequences of a breach of duty and directors’ potential personal liabilities
• Dispute resolution via litigation, arbitration or alternative dispute resolution
• The key aspects of Company Law Reform.

7. Disclosure of information requirements and other associated legal

requirements
• Disclosure requirements for directors
• Disclosure requirements for companies
• Annual Reports
• Substantial property transactions between a director and the company
• Loan transactions between a director and the company
• Fraudulent and wrongful trading
• Corporate insolvency
• Insider dealing and market abuse liabilities
• Grounds for disqualification.

8. The law relating to directors and employees and other parties

Employees
• Independent contractors
• The contract of employment
• Employment rights
• Disciplinary, grievance and dismissal issues
• Termination of employment
• Discrimination
• Stakeholder pensions and the personal responsibility of directors in relation to payment of
pension contributions

2007 syllabus - Final version Dec 06.doc

• Other statutory rights – TUPE, minimum wage, maternity/paternity rights, working time
regulations
• Information and consultation.

Health and safety

• General duties under the Health and Safety at Work Act, 1974
• Corporate manslaughter/killing
• Directors’ responsibilities for health and safety.

Suppliers, customers and other contracting parties

• Essential elements of a valid contract and contractual terms and conditions
• Product safety and liability
• Unfair trading practices
• Consumer protection
• Trades Description.

Intellectual property rights

• Essential principles in relation to patents, copyright, design rights, trade marks and know
how.

2007 syllabus - Final version Dec 06.doc