Guidance to help directors run effective boards

By Alice Telfer, Head of Business Policy and Public Sector, ICAS Policy Leadership

22 May 2018

The ICAS Business Policy Panel has produced a guide for directors of private companies.

The ICAS guide for executive and non-executive directors of private companies, 'Guidance for Directors of Private Companies', outlines the roles and responsibilities of directors.

The aim of the guide is to assist existing and potential directors, as well as shareholders/owners, to help identify what you need to know, and where you need to look to find good practice on effective boards.

While the guide is primarily aimed at directors of private companies it contains good practice for effective boards which is useful for directors of any organisation.

In addition to outlining the key statutory duties and responsibilities of directors under company law, it explains good practice on corporate governance, operational responsibilities and includes practical tips from experienced CAs and board members to help directors fulfil their role effectively.  It also provides guidance on how to manage expectations and risks as well as what to do when dealing with business difficulties.

Guidance is provided to inform decision making on whether to recruit a non-executive director as well as for the potential non-executive director on whether to accept an appointment.

Key themes for boards today

Seven current themes for boards are also explored: building trust in business; board culture; board effectiveness; ethics and values; sustainability; and bribery and corruption.

Norman Murray CA, Chairman of The Edrington Group Ltd and past President of ICAS said: "Business has a significant and important impact on society. The expectation of directors goes beyond the legal requirements. Behaving in the public interest and the public perspective is increasingly important.

"Culture, values and ethics come from the tone at the top so directors play a critical role in setting an appropriate business culture, living the values and ensuring the right climate exists for principled, ethical decision making."

The guide also contains helpful checklists covering company documents, compliance and appointment as well as a comprehensive set of questions for board members on company governance.

Access the guide

The guide is designed to be viewed online or as a printed copy.


  • Committees and boards
  • Corporate Governance
  • Private sector

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