•         Make sure that you know your duties under the 2006 Act.

•         Make sure that all relevant employees and managers are also aware of directors duties – this will include the company’s senior and junior managers and people responsible for preparing board papers and presentations, business planning and review and any others involved in governance of the company.

•         Review your company's policy on minutes of meetings and decide how you will comply with section 172 (duty to promote success) and how this will documented (minutes, briefing papers, presentations, external advice, business review etc).

•         Review the terms of reference of any board committees, in particular in view of the duty under section 172.

•         Review your company's policies generally in view of section 172.

•         Familiarise yourself with the constitution of your company, in particular any limitations on the powers of your company or the directors (see above Duty to act within powers (section 171)).

•         Decide whether the articles of association of your company (whether public or private) should be amended to permit independent director authorisation of conflicts of interest (see above Duty to avoid conflicts of interest).

•         Consider whether the articles of association should be amended to:

•         Include authorisation for directors to act in a way which would otherwise breach section 173, such as authority to delegate certain functions (see Duty to exercise independent judgment)

•         Provide for specific conflicts of interest, such as multiple directorships (see above Duty to avoid conflicts of interest).

•         Remove redundant provisions arising from the change of law on conflicts of interest, such as provisions which provide that a director may enter into transactions or arrangements with the company in certain circumstances (see above Duty to declare interest in proposed transaction or arrangement with the company).

•         Include, if appropriate, a requirement for member approval of certain transactions or arrangements that would otherwise only need to be authorised by directors (under section 175 or declared to the board under section 177).

•         Include or retain restrictions on a director's participation in board discussions on matters to which sections 177 and 182 apply.

•         Provide that where directors accept certain benefits from third parties, such as benefits under a specified value, they will not be in breach of their duty to the company under section 176 (see above Duty not to accept benefits from third parties).

•         Review their Directors’ and Officers’ insurance policies to make sure that the defence of derivative claims (i.e. by shareholders) under the 2006 Act is covered, and ensure the terms of any indemnity from the company includes permitted third party liabilities (see Indemnity and insurance).