Spring 2009 Newsletter Content Oh for a little hindsight Can't pay, won't pay? Shock in Essex Car tax You signed it Don't be late Age before beauty? IHT and falling prices More paper Shopping around Less paper PAYE or not PAYE... Flat rate scheme A change of heart There are limits Do your duty Free lunch VAT a mess Dissatisfaction guaranteed Don't believe it! Too late Tax on tick £100 note Temp reminder

Do your duty The Companies Act 2006 has imposed new duties on directors from 1 October 2008. It may be surprising to find out that there was no explicit law before that which required directors always to act in the best interests of their company, but the Act has put into statute what was previously a duty under the common law. Directors are now under a duty to avoid situations in which their own interests conflict with their company's - they should not compete with the company or use information obtained in their work to their own advantage at the company's expense. It's inevitable that conflicts will arise from time to time. When that happens, the director should tell the board and abstain from any vote which decides whether the situation is acceptable. As an alternative, the shareholders can approve a conflict by passing a simple majority resolution in a meeting. Also, be aware that directors are not allowed to accept a benefit from a third party - a supplier or a customer, say - which might constitute a conflict of interest. This rule aims to outlaw anything that might be seen as a bribe. It is not intended to outlaw all corporate hospitality, but if in doubt, a director should either refuse an offer or should put it to the shareholders. If a director does not do this, the company - or an administrator who takes over the company in insolvency - may have claims against the director to make good any lost profits. If you think you have a conflict of interest, it's important to be open about it, and get it approved.