The Non-executive director's handbook 4th edition
An essential source of reference and route map for the position of Non-executive director. Contains case studies and checklists throughout.
Contents
1. The role of the non-executive director
Chapter 1 looks at the role of the non-executive director which is intended to improve board effectiveness and contribute to better corporate governance. Includes 'Checklist: a framework for effective boards and corporate governance'.
2. Director's duties and liabilities
Chapter 2 is an a overview of the duties, responsibilities and liability of directors with special reference to the liabilities of NEDS. Includes 'Checklist: reducing the risk of personal liability'.
3. Becoming a NED
Chapter 3 gives an overview of the procedure for becoming a NED, due diligence required before accepting an appointment, appointment letters, terms of engagement and remuneration issues.
4. NEDs and the board of directors
Chapter 4 looks into the role of The NED on the board in more depth and looks at the issue of independence of NEDS and criticism of NEDS effectiveness.
5. Effective boards and board meetings
Chapter 5 gives an overview of the roles of the board, the chairman, the senior independent director (SID), the company secretary and board committees. The subjects of board composition, boardroom behaviour, conduct of board meetings and matters reserved for the board are looked at. Includes 'Checklist: for an effective board'
6. The nomination committee
Chapter 6 looks at the purpose, role and composition of the nomination committee. Includes 'Checklist for a nomination committee'.
7. The remuneration committee
Chapter 7 gives an overview of the work, composition and duties of the remuneration committee and looks into the issues for its consideration .Includes 'Checklist for a remuneration committee.
8. Financing reporting, auditing and the audit committee
Chapter 8 gives an overview of director's responsibility for financial reporting and also covers the work,roles, composition and reporting of the audit committee. Includes 'Checklist for an audit committee'.
9. Internal control and risk management
Chapter 9 looks at the board's responsibility for risk management and internal control. The audit committees role is looked at as is the possible need for a separate risk committee. Other topis covered include whistle-blowing procedures and Sarbanes-Oxley. Includes 'Checklist for the review of internal control and risk management systems'.
10. Director development and board performance evaluation
Chapter 10 looks at the induction, professional development, performance and evaluation of directors. Includes 'Checklist for evaluating board performance' and 'Checklist for evaluating personal performance'
11. Communication with stakeholders
Chapter 11 deals with shareholder relations with reference to the Uk Corporate Governance Code and Uk Stewardship Code. Disclosures and transparency, and Corporate Social responsibility are also covered.
Appendix 1: ICSA Guidance Note: Contents list for the annual report of a UK company
Appendix 2: ICSA Guidance Note: Matters reserved for the board
Appendix 3: ICSA Guidance Note: Sample non-executive director’s appointment letter
Appendix 4: FRC Guidance on Board Effectiveness
Appendix 5: General Duties of Directors – Companies Act 2006
This guide serves to provide an overview of some of the key law. It is not a substitute for independent legal service. You should seek legal advice if you are concerned about the issues raised in this guide.
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Disclaimer
The publication does not necessarily deal with every important topic or cover every aspect of the topics with which it deals. It is not intended to provide legal advice and should not be treated as a substitute for legal advice. Legal advice should always be sought before taking action based on the information provided. The authors bear no responsibility for errors and omissions.
The Institute of Chartered Accountants in England and Wales (as distributor) disclaims all liability for any errors or omissions.