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.
Appendices
- 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
- Directory
- Index
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