Directors' compliance - can any directors help with this?

[TUS373]

Please can anyone help on this one?

We have monthly board meetings, and I have been asked to prepare some kind of statement that appears as one of the first agenda items. Essentially, it should act as a reminder that we, as directors, behave in a 'certain' way. The only thing I am aware of is the Bribery Act 2010, but I am sure that there is a whole lot more out there that we need to give a regular nod to, but without re-writing War & Peace at the top of the Agenda and the Minutes.

Can others please share how they handle this kind of agenda item at board meetings, and suggest any modern form of words applicable to a UK limited company?

with thanks
TUS

[Eric Mc]

Companies Act 2006.

[red_slr]

Depending on the line of work H&S might be something to mention also.

[cailean]

An example from a plc - private company references may be slightly different:

Notice and Quorum

It was noted that under Article 26 of the Company’s Articles of Association that a quorum of two Directors was present and that the meeting was duly convened and constituted.

Directors Interests

In accordance with section 177 of the Companies Act 2006 (Act), the Directors declared the nature of their interests in the matters to be discussed at the meeting.

In accordance with Article 21.9 of the Company’s Articles those directors interested in the matters to be discussed were not permitted to be counted in the quorum or to vote on the matters to be discussed.

Directors Duties

It was noted that in accordance with the provisions and practices set out in the Companies Act 2006, a requirement existed for each director to act in such manner as he considers, in good faith, would be most likely to promote the success and interests of the Company for the benefit of its members as a whole and in doing so have regard (amongst other matters) to the provisions and requirements set out in Chapter 10 of Part 2 of the Companies Act 2006 (Duties). Such matters included:

• the likely consequences of any decision in the long term;
• the interests of the Company's employees;
• the need to foster the Company's business relationships with suppliers, customers and others;
• the impact of the Company's operations on the community and the environment;
• the desirability of the Company maintaining a reputation for high standards of business conduct; and
• the need to act fairly as between the members of the Company.

It was noted that, prior to any matter being declared as resolved, the Duties would be carefully and duly considered.

Apologies
....................

[bga]

cailean said:

Directors Duties

It was noted that in accordance with the provisions and practices set out in the Companies Act 2006, a requirement existed for each director to act in such manner as he considers, in good faith, would be most likely to promote the success and interests of the Company for the benefit of its members as a whole and in doing so have regard (amongst other matters) to the provisions and requirements set out in Chapter 10 of Part 2 of the Companies Act 2006 (Duties). Such matters included:

• the likely consequences of any decision in the long term;
• the interests of the Company's employees;
• the need to foster the Company's business relationships with suppliers, customers and others;
• the impact of the Company's operations on the community and the environment;
• the desirability of the Company maintaining a reputation for high standards of business conduct; and
• the need to act fairly as between the members of the Company.

We include something very similar to this to help focus.