In July 2010 ICSA published its review of the good practice guidelines update of the 2003 Higgs Report, commissioned by the FRC.

This is in response to the first stage of the consultation, further comments are due in by 14th October and final guidance is due to be published by the FRC by late 2010.

This Higgs Guidance is to be read in conjunction with the new UK Corporate Governance Code. It “seeks to avoid detail and prescription” and allows each Board to devise its own governance arrangements within the guidelines that best suits its business model.

The guideline is made up of 14 sections with detailed clauses within each, totalling 59 clauses of which a number have sub-clauses.


The primary sections are as follows :-
1. Preface
2. Introduction
3. The role of the board
4. The role of the chair
5. The role of the senior independent director
6. The role of the executive directors
7. The role of non-executive directors
8. The role of the company secretary
9. Decision making
10. Board composition
11. Establishing directors’ skill base – induction
12. Maintaining directors’ skill base – development
13. Evaluating the performance of the board and directors
14. Communicating with shareholders and other stakeholders
15. Appendix A – summary of the main principles of the UK Corporate Governance Code
16. Appendix B – General duties of directors – companies Act 2006 SS 170 – 177


This is a concise summary of pertinent issues around roles and responsibilities for directors.

They should not be viewed in a “tick-box” mindset but as a guidance of best practice and embraced to add value to the organisation for which they are a director.

These guidelines should help directors to give of their full value to the organisation, enable them to lead, to define strategy for the long term benefit of the company, make decisions as a team effectively, communicate with all stakeholders and to manage the various risks of that business.