The Non-executive Director's Handbook is an indispensable guide that deals with the changing role and responsibilities of the Non-Executive Director in companies today. It recognises the increasing importance of the position, the growing pressures on Non-Executive Directors and the need for full compliance with the latest legislation and regulation in order to avoid heavy fines and penalties. This book provides practical information and guidance on all aspects of the role. Written specially for and about non-executive directors the book incorporates useful checklists and summaries.
This book provides best practice guidelines on all the duties and responsibilities of non-executive directors, and in this second edition has been fully revised and updated in-line with the new 2006/07 UK Company Law Reform Bill.
Coverage includes: corporate stategy; risk management; ethics (especially in line with Global Reporting Initiative (GRI) guidelines); governance (updated to cover the current version of the Combined Code); how to improve a companys efficiency and effectiveness; UK Auditing Standards moving to International Standards on Auditing (ISAs); updates for recent developments, including revision of Turnbull Guidance and impact of Sarbanes-Oxley Act, along with updates in recent developments in Pension Arrangements, especially in connection with the UK Pensions Act 2004.
On Audit Matters, among many changes over the first edition the book now covers new Ethical Standards for Auditors ? especially those on independence and the provision of non-audit services to an audit client. The move from UK Auditing Standards to International Standards on Auditing (ISAs) now covered. New company law requirement for directors to disclose all relevant information to the auditors and new reporting responsibilities of auditors in respect of the Directors? Report. On Directors Duties and Liabilities: new coverage of changes to company law provisions on indemnities and defence costs along with the latest Company Law Reform Bill proposals on directors duties and recent changes to Listing Rules and Model Code. On Directors Remuneration and Benefits - (Disclosure, remuneration report, service contracts and appendix) have been updated alongwith the Implementation of FRS 20 ?Share-based payment? and coverage of the Proposals in the Company Law Reform Bill on directors? service contracts. On Financial Reporting: the UK framework for the adoption of International Accounting Standards (IASs) is now covered: changes to the role of the ASB, UITF and FRRP; impact of IASs on the true and fair requirement; new requirements on statement of directors? responsibilities; impact of the EC Fair Value Directive and related UK accounting standards; new rules on form and content of Directors Report; latest ASB recommendations on the Operating & Financial Review (OFR); changes to the form and content of summary financial statements; changes to interim reporting under IASs; new APB requirements on internet reporting. On Fraud and Illegal Acts: this section of the book has been updated for recent developments, new guidance etc, as has the section on "Going Concern." On Internal Control: recent developments now covered, including revision of Turnbull Guidance and impact of Sarbanes-Oxley Act. Pension Arrangements; updated for recent developments, including Pensions Act 2004 and related regulations ASB proposals to change pension disclosures in company accounts; Pensions Regulator's proposals for changes to the accounts of pension schemes; More wide-ranging ASB review of pensions accounting. On Remuneration Committee: changes to Combined Code on membership of remuneration committee, and on Risk Management: updates for recent developments, and new guidance.
- New ethical standards for auditors, notably those relating to the independence and provision of non-audit services to an audit client; the move from National to International Standards on Auditing (ISAs) and the new company law which requires directors to disclose all relevant information to auditors. The handbook also examines auditors' new reporting responsibilities.
- Directors' duties and liabilities including coverage of changes to the company law provisions on indemnities and defence costs and the Companies Act 2006 provisions on Directors' duties, together with recent changes to Listing Rules and the Model Code.
- Directors' remuneration and benefits along with the Implementation of new accounting requirements under the Companies Act 2006.
- Financial reporting: foremostly the UK framework for the adoption of International Accounting Standards (IASs); changes to the role of the ASB, UITF and FRRP; impact of IASs on the true and fair requirement; impact of the EC Fair Value Directive and related UK accounting standards; latest ASB recommendations on the Operating & Financial Review (OFR); changes to the form and content of summary financial statements; changes to interim reporting under the EC Transparency Directive.
- Fraud and illegal acts
- Internal control in response to the revision of the Turnbull Guidance and the impact of the Sarbanes-Oxley Act for companies registered with the SEC.
- Pension arrangement updates in respect of the Pensions Act 2004, ASB proposals for a more wide-ranging review of pensions' accounting, pension disclosures in company accounts, Pensions Regulator's proposals for changes to pension scheme accounts.
- The remuneration committee, including changes to the Combined Code.
