Kadzirange, C (2025) Improving Accountability and Enforcement of directors` liability in Company under the Companies Act 2006 in UK. Doctoral thesis, LJMU.

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Abstract

Directors` liability is of special interest and a problem since a striking balance must be made between shielding and holding a director accountable for breaching their obligations. A regulatory structure that can keep directors responsible must be established and handled efficiently to avoid corporate failures due to undesirable conduct. It is necessary to determine the causes of such behaviour and to ensure that steps are taken as a preventive mechanism for such failures. This thesis proposes expanding the Senior Managers Certificate Regime (SMCR) to all UK companies to ensure individual accountability. This thesis attempts to improve accountability and enforcement of directors` liability by ensuring that companies are managed responsibly. This thesis strives to bring clarity to statute law and case law regarding directors` roles. It also points out gaps and inconsistencies in the legislation governing the directors' obligations. This thesis finds upon examination and analysis of literature that, governance instruments, for instance, the UK Companies Act, Walker Review and UK Combined Code have not gone far enough to hold directors accountable. This thesis argues that the legal structures are not sufficient to function as a deterrent, to raise the director`s knowledge of the need to execute wise judgement for the sake of the business. Lack of personal consequences for directors is argued to be the cause of repeated bad behaviour at institutions. This thesis calls for a more radical approach to corporate governance using an effective tool, to ensure robustness in having competent, trained and qualified directors in companies. This thesis proposes Director Education as a model of accountability for company directors. Implementing mandatory pre-appointment director education would enhance standards by establishing a fundamental level of understanding. Consequently, the author argues that this would lead to a drop in misconduct, resulting in a reduction in the number of insolvencies and ultimately safeguarding creditors. Since this would encompass understanding of the applicable consequences, it would also function as deterrence. Therefore, Director Education offers xix a higher level of protection for creditors by preventing misconduct from happening in the first place.

Item Type:	Thesis (Doctoral)
Uncontrolled Keywords:	Law
Subjects:	K Law > K Law (General)
Divisions:	Law
SWORD Depositor:	A Symplectic
Date Deposited:	06 Feb 2025 10:26
Last Modified:	06 Feb 2025 10:26
DOI or ID number:	10.24377/LJMU.t.00025159
Supervisors:	Lui, A
URI:	https://researchonline.ljmu.ac.uk/id/eprint/25159

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