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abcd. 2nd YOUNGER MEMBERS CONVENTION. 1-2 December 2003 Moat House, Glasgow. abcd. Alan Frost Corporate Governance. Queen Mab Consultancy Ltd. abcd. “The delicate die early, and I, as a survivor, among bleak winds and plumping rain, have been sometimes tempted to envy them their fate”.
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abcd 2nd YOUNGER MEMBERSCONVENTION 1-2 December 2003 Moat House, Glasgow
abcd Alan FrostCorporate Governance Queen Mab Consultancy Ltd
abcd “The delicate die early, and I, as a survivor, among bleak winds and plumping rain, have been sometimes tempted to envy them their fate” Edinburgh: Picturesque Notes Robert Louis Stevenson
Queen Mab Consultancy Teachers’ Building Society Bournemouth University INVESCO Pensions Ltd NFU Mutual Car Crash Line Group plc Regular Forces Employment Association Ltd United Kingdom Falklands Islands Trust Pluralism in Action
Holding Boards Private Companies Divisional Boards Subsidiary Boards (Minorities, Joint Ventures, Associates) Charities, Quangos and other non-profit Types of Board
Chairman Chief Executive Other Executives Associates The old retainer The family The maverick The court jester The hybrid The professional Types of Director - Simple
Organiser Focuser Challenger Probe Discloser Honest Broker Architect Types of Director - Advanced
Builder Lateral Thinker Conscience Summariser Mentor Ambassador Bulldog Types of Director - Advanced
The Directorship Dial Envisioning Integrating Discovering Controlling
Cadbury (1992) Greenbury (1995) Hampel (1998) Turnbull (1999) Company Law Review (2001) Higgs (2003) Revised Combined Code (2003) Governance Reviews
Guidance for chairmen & NEDs Summary of duties of nomination and remuneration committees Appointment procedure (due diligence, sample letter, induction, performance evaluation Audit committees Annual reports New Combined Code
Are structures meeting objectives? Diversity Refreshment process Sub-committees Information flow Timing and length of meetings Appraisal of Board
Balance between executives and NEDs Technical competences Informal meetings Nature of debate Interpersonal relationships Role definition Other questions
Quality of people Culture Size of Board Expertise available Stakeholders Quality of Board
Job definition Measure competencies Self-assessment SMART 360° Review Fireside chat Issues Personal appraisal
Guiding principles (FSA, FENTO, NHS etc) Nolan’s Seven Principles of Public Life Job Description Role Definition Induction process Constructive feedback Review/Explore/Agree SMART objectives A Modern Framework for Governance
…..and thanks for listening Alan Frost Discussion