Directors UK meaning

When appointing and removing pension trustees: Make sure the authority to appoint or dismiss trustees is always exercised solely for a legitimate and proper purpose. Carefully review the trust deed and rules, confirming that every appointment, removal or retirement of a trustee is carried out strictly in line with those documents. Where a company serves as sole trustee, refer to the company’s articles and ensure directors are appointed, removed or retire strictly in accordance with those provisions. Identify whether any restrictions apply to the appointment or removal of trustees—for example, a minimum or maximum number—and make certain the proposed action does not contravene any such restrictions...

This Checklist outlines the requirements of the UK Corporate Governance Code and the Disclosure Guidance and Transparency Rules concerning the composition of audit committees in quoted companies, alongside best practice set out by leading representative bodies for institutional investors. It further reflects guidance issued by the Quoted Companies Alliance for small and mid-size quoted entities, and by the Association of Investment Companies for investment companies. The summary draws on the UK Corporate Governance Code (UKCG Code) to set expectations for committee make-up and expertise. Quoted companies (other than investment companies) The audit committee must consist of at least three independent non-executive directors, or two for smaller companies (ie those outside the FTSE 350). The chair of the board should not sit on the committee. The board should assure itself that at least one committee member has recent and relevant financial experience. As a whole, the audit committee should possess competence relevant to the sector in which the company operates... ...

This checklist provides a concise guide to the actions required and the documents to assemble for an unlimited company to re-register as a private limited company under Part 7 of the Companies Act 2006 (CA 2006). Preliminary considerations Step Notes/Resources Tick box when step complete or matter considered Are the company and its directors fully informed of the additional restrictions and obligations that apply to private limited companies when compared with unlimited companies? If not, ensure they understand: the need to file accounts; members’ status will shift from unlimited liability to liability limited to the amount paid for their shares (or to the amount set out in the statement of guarantee, if the company is to be limited by guarantee); the company will be subject to share capital maintenance rules that did not previously apply to it as an unlimited company. Re-registration of an unlimited company as limited CA 2006, s 448 CA 2006, ss...

In this issue: Horizon scanning Directors Status and worker categories Cross-border, international and jurisdictional issues Recruitment Protected characteristics Prohibited Conduct (discrimination etc) Diversity and gender pay gap Maternity, parents and carers Financial services and banking: employment issues Data protection and employee information Bribery, modern slavery, tax evasion and fraud Employment Tribunals Scotland Ireland LexTalk®Employment: a Lexis®Nexis community Dates for your diary Trackers New Q&As Employment resources on Lexis+® Daily and weekly news alerts Horizon scanning BTC launches call for evidence on Employment Rights Bill The Business and Trade Committee (BTC) has opened its first request for evidence for a new inquiry into the Employment Rights Bill (ERB). The inquiry will collect written and oral submissions to steer the Bill’s subsequent passage through Parliament and to gauge whether it is set to meet its stated aims. Written evidence should be submitted by Friday...

In this issue: Companies House Corporate governance Equity capital markets Accounts and reports Economic Crime and Corporate Transparency Act Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Companies House Companies House announces fee changes from February 2026 Companies House has confirmed a revised fees schedule from 1 February 2026, following its annual assessment to align charges with the cost of providing services. Notably, the digital incorporation filing fee will rise to £100, and the digital confirmation statement fee will increase to £50. These adjustments are set out in the Registrar of Companies (Fees) (Amendment) Regulations 2025 (SI 2025/1137), which were laid before Parliament on 30 October 2025 and take effect on 1 February 2026. The accompanying explanatory memorandum states that the updated fees are intended to recover increased costs linked to implementing the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) and the Economic...

In this issue: Corporate governance Environmental, social and governance issues Directors Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Corporate governance FRC publishes report to support transition to UK Stewardship Code 2026 The Financial Reporting Council (FRC) has issued ‘Preparing for the UK Stewardship Code 2026: Applying insights from current reporting’ to support signatories as they move to the refreshed Code, which comes into force on 1 January 2026. The publication offers pragmatic guidance and examples of high-quality disclosures to help asset owners, asset managers and service providers align with the Code’s simplified reporting framework. Under the 2026 Code, a dual reporting approach applies: a Policy and Context Disclosure must be lodged every four years, complemented by an annual Activities and Outcomes Report showing how the Principles are put into practice. The FRC’s paper also explores areas including engagement disclosures, the selection and oversight of external managers,...

Firms sometimes extend low-interest (or interest-free) borrowing to directors or staff as part of a remuneration package, or on particular occasions, to assist the individual with major financial outlays. As with any other form of employment reward, where a loan is made by a third party rather than by the employer, the disguised remuneration rules in Part 7A of Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) must be considered first, since those provisions take precedence over most mechanisms for charging employment income to tax (including the benefits code). For further information, see: Disguised remuneration and EBTs—overview and, also, regarding the loan charge within the disguised remuneration rules, refer to Practice Note: Disguised remuneration—history of the loan charge. If no third party is involved (eg where the employer itself advances the loan), or an exemption from the disguised remuneration regime applies, the provisions in the benefits code for employment-related loans outlined below may instead govern the position for the particular loan in question...

STOP PRESS: Abolition of non-dom regime and remittance basis of taxation from 2025–26 The Finance Act 2025 has scrapped the remittance basis and, from 6 April 2025, substitutes a residence-based system. The reforms bring in a new Foreign Income and Gains (FIG) regime and revise the rules for overseas workday relief. For detailed guidance on these updates, refer to Practice Note: The abolition of the remittance basis of taxation from 2025–26. The UK operates a comprehensive framework for taxing employment income. This Practice Note explains the core income tax principles for employment income and the way they attach to earnings. Keep in mind that any form of remuneration connected to an individual’s employment can give rise to income tax and National Insurance contributions (NICs) liabilities (for NICs, potentially affecting both employer and employee), together with possible apprenticeship levy costs for the employer. In addition, intricate provisions govern the withholding and collection of income tax on employment income and employee NICs under the Pay As You Earn (PAYE) system. These...

Film and TV glossary A–B Film and TV glossary E–H Film and TV glossary I–L Film and TV glossary M–P Film and TV glossary R–S Film and TV glossary T–W CAP Code for non-broadcast media The UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code) serves as the principal framework governing non-broadcast adverts, promotional sales activity and direct marketing messages. It is drafted by the Committee on Advertising Practice (CAP), a self-regulatory body whose membership comprises organisations representing advertising, sales promotion, direct marketing and media industries. The Advertising Standards Authority (ASA) polices the CAP Code and may require the withdrawal or amendment of any advertisement that contravenes these standards. Refer to Practice Note: Advertising law and regulation. Channel 4 Channel 4 operates as a ‘publisher-broadcaster’: it produces no programmes internally, commissioning content from production companies across the UK. Cinematograph film Under the Copyright Act 1956 (CA 1956), films gained protection as...

[ Insert organisation name ] is proud of how we conduct our business. Our Code of ethics sets out the standards and policies that govern our operations and applies to everyone. Please read the Code carefully, make sure you understand it, and use it to guide your work. If you have any queries about the Code or its application, please speak with [ insert contact details ]. 1 What is fraud? 1.1 In broad terms, fraud is a criminal act involving deception or theft to secure an advantage. 1.2 The failure to prevent fraud offence under the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) covers a wide range of fraud offences carried out for the benefit of our organisation, including: fraud by false representation fraud by failing to disclose information fraud by abuse of position obtaining services dishonestly participation in a fraudulent business false statements by company directors false accounting fraudulent trading cheating the...

Memorandum prepared by [ Name of Firm ] for the directors of [ insert company name ] (the Company) providing guidance on annual environmental reporting obligations and disclosures 1 Scope This memorandum sets out the principal environmental disclosures the Company must present in its annual report and accounts. It reviews and explains the Companies Act 2006 (CA 2006) obligation to provide climate-related disclosures in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), the need to state greenhouse gas (GHG) emissions, energy consumption and actions to improve energy efficiency under the Streamlined Energy and Carbon Reporting (SECR) regime, and other environmental legislation [ , as well as relevant principles and provisions within the QCA Corporate Governance Code (QCA Code) and the Wates Corporate Governance Principles for Large Private Companies (Wates Principles) ]. It also offers practical guidance for companies when assembling their environmental disclosures for reporting purposes. [ As an AIM company, the Company is subject to continuing disclosure obligations under the AIM...

1 General information Person(s) carrying out the audit: [ Provide name(s) of the individual(s) undertaking the audit ] Auditor classification: ☐ Internal ☐ External Audit dates: From [ enter date ] to [ enter date ] Audit type: ☐ Organisation-wide ☐ Targeted—[ Specify exactly what was targeted, e.g. property transactions funded by cryptoassets ] Office(s) in scope: [ Provide details of the offices included in this audit ] 2 Executive summary [ Provide a concise overview of the report findings ] [ Summary of recommendations: ] Importance — Number of recommendations Critical: [ Insert number of recommendations classified as critical ] Important: [ Insert number of recommendations classified as important ] 'Housekeeping': [ Insert number of recommendations classified as ‘Housekeeping’ ] 3 Scope of audit 3.1 This audit has been undertaken to: 3.1.1 review and assess the adequacy and effectiveness of the organisation’s policies, controls...

The general definition of ‘director’ is not exhaustive. Under the Companies Act 2006 (CA 2006), the term ‘director’ covers any person who holds the office of director, whatever title they go by. As a result, it spans both executive directors and non-executive directors (NEDs)...