Foreword
A director l.~+kin~ at thv aclivitics of those who create public
policy might be li，~4ivcn li>r diag，osing a case of\" acute.
schizophrctfia. ()n the ~，n，. hand w，: have seen widespread
intcn st in cnsttring that public companies apl)oint independent
non-cxccutivc dir~. ct~.s， cuhnitmting in the Banking Act 1986
(which ~ics the Bank ha inK them). In n dcathl)cd conversiot~ by Parliament to the
virtues of it~dct>cndctlt dircct~，rs immediately prior Ic， the 1987
General Eh cti~，u. the indetittig，d)le Sit\" Brandon Rhys Williams
at last sit trod his private m，: ml)ct\"s Bill through the Commons
(~;omtnhtcc and n ~t t+ctal rt，c~>mtncndati0f indcF， Cl+dCnt n+m-cxccuti cc directors has been made to all
quoted companies It the (ihairtnan of The Stock Exchange.
()t~ tlw ~thcr ha~d ，，vc haw: soon Pa.rliament， the courts， and
the adminislrathm gteatly increase the responsibilities and
thcrcli+rc tlw pcrs~mal li，tbilitics ot those satm: directors. The
wrongthl\" trading and. ，~t)~)~. ~ all， the disqualilication provisions
of the lnsol+cnc Act 1!17，5 are now realities supported vigor-
ottsl by the l)i F，，trttnctlt ol+ Trade and lndustry s enforcing
oiticct+s and thc ~ ~Jutts.
Nor is lcgisl~tti~m the onl，， sc， urcc of enhancod responsibility.
New economic pt-csstlrcs on linaneial institutions are making
them liu nt(>rc t c;Id}， +is shareholders， to ensure that directors
fully disch:ugc the tiduciarv duty that they owe to their
compalfiCs.
We arc asking individuals t~ risk both their livelihood and the
v，hoic of their assets t)~r a ti e which good practice suggests
shouh-I not tm m~tc than the individual concerned might bc
prep+areal t~> h+sv at any tim，. as the price of his all-important
independence as a dilcct<>r.
A surprishtg nuntt>er al)tn ar to tw willing to take this risk， and
plainly one way of stu+rtcning the odds is to have a proper
undcrstimding ~l what the risks and penahies amount to. This is
where l+oosc and Yclland come in. +The Company Director: His
function， powcFs and duties is the standard legal work of
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