Top 11 Roles and duties of a UK company director
The Companies Act 2006 outlines that directors are legally responsible for overseeing the performance and activities of limited companies.
● Here is the place to appoint a new company director
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This is an important, all-encompassing job that can vary from one business to another. There are 10 essential duties and roles that a company director must fulfill.
10 most important duties of a company director
1. Follow the company's constitution.
Articles of association are the legal form of a limited company. It is a set of written rules and regulations that govern the company, its directors, and its members. Directors must adhere to the articles of association and only exercise their rights for their intended purposes.
2. Avoid conflicts of interest.
Directors of companies must be careful not to engage in conflicts of interest. Any potential conflicts of interest should be reported to the other directors, if any, and members.
3. Not accept benefits from third parties.
Directors must refuse to accept any benefits offered by third parties based on their company role. This will protect their integrity and prevent conflicts of interest. This can lead to misinterpretation and suspicion and could raise questions about the propriety of the company and the director.
4. Disclose interests in proposed transactions or arrangements
Directors should disclose to other directors and members if they are likely to gain from any proposed or existing arrangement or transaction.
One example is if a company plans to enter into a deal with a business owned by a spouse or other family member or a business in the director's ownership.
5. Maintain filing and reporting obligations
Directors must comply with UK corporate law by observing a limited number of reporting and filing obligations. This includes but isn't limited to:
● Register the company for Corporation Tax
● Register for VAT and PAYE
● Preparing and filing company tax returns and annual accounts
● Prepare and file confirmation statements
● Business taxes
● Accounting records and statutory registers must be kept.
● Notifying the company of any changes
● Maintaining company signage, addresses, and stationery
Other Important Roles
6. Your company's constitution
First, a director must exercise their authority under the company's constitution. The most important part of a company's constitution is its articles of association. These rules are important for both your company and your board.
You may have used model articles for public or private companies when you registered your company. You may also have your articles created with the assistance of a legal advisor.
Directors must be familiar with the articles as they can limit their decision-making power in certain ways. You could lose your financial rights if you go beyond your authority.
7. Promoting the success of the company
A company director's second role is to ensure the company's success. A new reporting requirement will be in effect for larger companies with over 250 employees starting in 2019.
Directors must act in a manner that promotes the company's and its shareholders' success. Directors must consider the potential consequences of their decisions for all stakeholders, including customers, employees, and communities.
They must also consider the environmental effects, reputation, long-term success, and all shareholders, including minority shareholders. Directorships may seem obvious. It has many implications.
The best interests of the company must be considered when making board decisions. This does not mean they should decide based on what is best for shareholders, executives or other business entities. Directors should have a broad perspective when evaluating these interests. They should consider the needs of other stakeholders and not just their financial position.
8. Independent judgment
Directors must exercise independent judgment as the third major duty. The Directors should have an independent view of the company's operations. Directors shouldn't be delegates that follow orders from major shareholders.
They should not be able to avoid making independent decisions without relying on other directors' or expert opinions. Directors must form their views, which can be difficult if they don't know the key aspects of the company.
9. Exercise reasonable care, skill and diligence
Previously, directors could be appointed for their reputation or name alone without expecting actually to do any work as board members. Directors are require to use reasonable skill, care, and diligence in their roles.
A reasonably diligent person should have the knowledge, skill, and experience that can reasonably be expect of someone performing the director's roles. Directors with specific skills or training, such as accountants or lawyers, are held to a higher standard than their less qualified counterparts in related matters.
10. Keeping a record
How does a director show they have fulfilled their legal obligations? The purpose of the minutes of board meetings is to record the board's decision-making process. These minutes must be kept for 10 years as required by law. It may be difficult to recall if your directors performed their duties regarding a key decision years later. Minutes can be vital proof that you did, which you might have reason to be thankful for.
11. Conflicts of interest and personal benefits
The third legal obligation is to ensure directors avoid conflicts of interest that could affect their objectivity. Directors must disclose to other board members any situations that may impose multiple demands on their attention or loyalty.
The other members of the board who not involved in conflict or shareholders will decide how to resolve the conflict or maintain the integrity and decision-making process.
Conflicts of interest can be caused by director relationships that are business-related or personal with people or entities who are affected or affected by company activities. This could also apply to situations where the director might be tempt to take advantage of company property, information, or opportunity on a personal level.
Gifts or benefits from third parties could also threaten the director's objectivity. Directors are required by law to disclose any interest in transactions or arrangements that may be made or proposed for the company.