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The recommendations aim to increase rigour and transparency in the appointment process, to encourage meritocracy and to widen the spread of experience in UK boardrooms. They include:
- Proposals to promote meritocracy in the boardroom through an open, fair and rigorous appointments process and to widen the pool of candidates
- Proposing a new, clear description of the role of the non-executive director
- That the roles of chairman and chief executive should be separated, and that the chief executive should not go on to become chairman of the same company
- A new definition of independence that addresses relationships that would, or could, affect a director’s objectivity. At least half the board would need to meet the new test, as would members of the audit and remuneration committees and the majority of the nomination committee
- Promoting closer relationships between non-executive directors and major shareholders
- Significantly improved induction and professional development for directors
- Recommending that the performance of individual directors, and of the board as a whole, should be evaluated at least annually
- Proposals to clarify the liabilities of non-executive directors
- Recognising that some of the new Code provisions may be less relevant or take longer to achieve for smaller companies.
Derek Higgs rejected a US-style legislative approach, opting instead to build on the existing framework for UK corporate governance.
He said: “My hope is that, taken together, the recommendations of this Review will significantly raise the bar for board practice and corporate performance in the UK.
“I do not presume that a one-size fits all approach to governance is appropriate. The Review is not a blue-print for box tickers, but a counsel of best practice that can be intelligently applied.” |