Why Directors Are Accountable To Their Shareholders.
Executive Directors are appointed to specific posts at an operational level. Executive directors, including the Executive Chairman, shall not generally exceed 1/3rd of the total strength of the Board. Director
They are differentiated from inside directors, who are members of the board also serving as executive managers of the company (most often as corporate officers). On the whole, non-executive directors are the custodians of the governance process. Performance: Non-executive directors should scrutinise the performance of management in meeting agreed goals and objectives and monitoring, and where necessary removing, senior management and in succession planning. Directors Directors must be contactable by the Chairman and the Secretary on short notice and be available for special meetings of the Board when necessary. Non-Executive Directors ( NEDs ) Non-Executive Directors do not ordinarily get involved in day-to-day management and there will be no reporting lines within a company to a Non Exec. Non-executive Directors are appointed by the full Board following recommendations from the Nomination Committee. A non-executive director (NED, also NXD) or outside director is a member of the board of directors of a company who does not form part of the executive management team. The Non-Executive Directors shall comprise eminent professionals, drawn from amongst persons with experience in business / finance / law / public enterprises. The Board shall determine from time to time the retirement age for both Executive and Non-Executive Directors. The non-executive directors are the independent element in Unilever's governance. Business "Independent Directors help executive directors to get the most out of their business. They use their broad business experience and judgement to provide encouragement and watch for pitfalls. The undoubted skill of the emerging entrepreneur can benefit from the support of energetic, seasoned business professionals as much as the long-established family firm. Be involved in the creation of sound business policy and strategyReviewing the detailed plans and budgets which will implement policy and strategyBe a confidential sounding board for the Chairman and Chief ExecutiveIndependently reviewing the management structureObjectively assessing the company's overall performanceProviding outside experience of the workings of other companies and industriesProviding contacts with third parties such as financial sources, grant availability, etc. Executive Directors are elected or appointed to three-year terms by the Governors. The other Executive Directors are elected by the other members. The Non-Executive Directors Association was established in 2006 to "Represent Non-Executive Directors and ensure they are properly trained and developed. In my experience Non-Executive Directors are often less risk averse than the management who have to live with the risks daily. |