Non-executive directors guide to avoiding court action for failure to carry out due diligence – company secretarial guidance notes and best practice guides.

This short guidance takes the form of a model board resolution designed to help company directors to comply with the UK Corporate Governance Code, company secretarial terms of reference and example documents.

Protection can be made available to directors in discharging their responsibilities following changes introduced in the Companies Act 2006 – company secretarial guidance notes and best practice guides.

Recommendations on the additional voting facilities for shareholders to give their appointed proxy.

A sample letter of appointment for non-executive directors that reflects good practice – adapt the text and content to suit your own company and circumstances.

It is essential that the audit committee is properly constituted with a clear remit and identified authority.

The terms of reference for the nominations committee for a company seeking to comply fully with the requirements of the UK Corporate Governance Code.

There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors.

Clarification of the chairman's obligations regarding polls.