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To Members of the
Institute: A service introducing members
to companies for appointment as non-executive
directors, through maintaining a voluntary "Members'
Register For Non-Executive Director Appointments".
To Requesting Companies:
A service introducing members for consideration
of appointment by:-
- Listed companies searching for independent
non-executive directors
- Companies seeking to enhance leadership at
the board level
- Venture capital firms or business development
funds placing non-executive directors on the
boards of companies invested by them
Conditions of Service
- Prior to the service, a requesting company
is required to sign a Company Undertaking Document
to acknowledge the ex-gratia service of the
Institute being provided as a service to its
members. Requirement of the company is defined
via a simple Questionnaire on Company Specification
for NED.
- The Institute provides members and requesting
companies with this service free of charge.
But in order to further the Institute's mission
of promoting good corporate governance, the
Institute will be grateful for a donation of
a discretionary amount from the requesting company
for this purpose, unconditional on any appointment
resulted from the introduction by the Institute.
- Based on the Questionnaire completed by a
requesting company, the Institute approaches
members in the Register with matched profiles
to seek their consent to be introduced. Members
consenting are required to sign a Member Undertaking
Document to acknowledge the ex-gratia service
of the Institute being provided as a service
to its members and are requested to update their
profiles in the Register, if necessary.
- A list is then forwarded to the requesting
company together with the personal profiles
of the respective members from the Register.
- The requesting company is free to approach
the members introduced. Both the appointing
and appointed parties acknowledge that they
are solely responsible for their respective
analysis, negotiation and decision and hold
the Institute free from liability whatsoever.
On the role of Non-Executive
Directors
The Institute is of firm belief that non-executive
directors (NED), particularly independent non-executive
directors, can make a valuable contribution to
the boards of companies. Companies are advised
to consider which of the following roles of NED,
in addition to undertaking fiduciary duties, suit
their respective current and likely future development:-
| "Wise-man" |
bringing knowledge and experience to the
board and aiding decision-making. |
| Specialist |
providing special skills and expertise to
the board. |
| "Window
on the world" |
serving as the source of external information. |
| Judge |
seeing issues in their totality and providing
objective judgment. |
| "Contact
person" |
linking the board with useful networks,
organizations or individuals. |
| Catalyst |
questioning existing assumptions, introducing
new ideas, stimulating change. |
| Ambassador |
representing the company outside. |
| Status
provider |
bringing standing, credibility and reputation
to the board. |
| Monitor |
being an objective overseer of management;
hiring and firing top managers. |
| "Watchdog" |
acting as an independent voice, eg for minority
shareholders. |
| Confidant |
serving as a sounding-board for the chairman,
chief executive, etc. |
| "Safety
valve" |
mediating in crises in major conflicts between
board members. |
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