Topic Gateway Series UK Company Law Other significant developments incorporated into CA 06 include: a statutory statement of directors'duties encouragement for electronic communication with shareholders protection against liability for forward-looking statements. See below for further detail BERR list the benefits of the CA 06 to companies,shareholders and others at: www.berr.gov.uk/bbf/co-act-2006/Major%20Benefits%20to%20Business/page35194.html [Accessed 25 April 2008] Companies Act 2006 The Companies Act 2006 is available online at: www.opsi.gov.uk/acts/acts2006a.htm [Accessed 25 April 2008] The main sections likely to be of interest to members are(but are not confined to): Directors'duties (sections 170-177).CA 06 embedded in statute the concept of Enlightened Shareholder Value,which introduced a statutory statement of directors'duties.This clarified that directors must continue to promote the success of the company for the benefit of its shareholders.However,they also have to take into account wider factors such as the company's impact on the environment and the need to foster relationships with customers,suppliers and other stakeholders. Contents of Directors'Report and Business Review(sections 416-417) Electronic Communication with Shareholders(Schedule 5,Part 3).The goal is to make it common practice for shareholders to vote electronically,and for companies to distribute annual reports and other communications electronically. This is one of the biggest money(and tree)saving aspects of the Act,hence its early implementation. Forward looking statements(section 463).Directors are protected against statements(including forward looking statements which didn't subsequently come true)if they were made in good faith and carefully.A director can be held liable for statements in the directors'report only if the director knew they were untrue or misleading (or was reckless as to whether they were untrue or misleading)or if the director knew an omission was dishonestly concealing a material fact. 4Topic Gateway Series UK Company Law 4 Other significant developments incorporated into CA 06 include: • a statutory statement of directors’ duties • encouragement for electronic communication with shareholders • protection against liability for forward-looking statements. See below for further detail. BERR list the benefits of the CA 06 to companies, shareholders and others at: www.berr.gov.uk/bbf/co-act-2006/Major%20Benefits%20to%20Business/page35194.html [Accessed 25 April 2008] Companies Act 2006 The Companies Act 2006 is available online at: www.opsi.gov.uk/acts/acts2006a.htm [Accessed 25 April 2008] The main sections likely to be of interest to members are (but are not confined to): Directors’ duties (sections 170 -177). CA 06 embedded in statute the concept of Enlightened Shareholder Value, which introduced a statutory statement of directors’ duties. This clarified that directors must continue to promote the success of the company for the benefit of its shareholders. However, they also have to take into account wider factors such as the company’s impact on the environment and the need to foster relationships with customers, suppliers and other stakeholders. Contents of Directors’ Report and Business Review (sections 416-417) Electronic Communication with Shareholders (Schedule 5, Part 3). The goal is to make it common practice for shareholders to vote electronically, and for companies to distribute annual reports and other communications electronically. This is one of the biggest money (and tree) saving aspects of the Act, hence its early implementation. Forward looking statements (section 463). Directors are protected against statements (including forward looking statements which didn’t subsequently come true) if they were made in good faith and carefully. A director can be held liable for statements in the directors’ report only if the director knew they were untrue or misleading (or was reckless as to whether they were untrue or misleading) or if the director knew an omission was dishonestly concealing a material fact