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EDITIONS
 Thursday, 6 June, 2002, 09:41 GMT 10:41 UK
The board room sheriffs get a job
City workers
When the economy gets a cold and the stock markets sneeze, companies can get into trouble. Peter Day of Radio 4's In Business looks behind the boardroom door at the role of the non-executive director who often assumes the role of company doctor, in good times and bad.

There have recently been some major corporate casualties in the shape of Enron in the USA and Marconi in the UK - and potentially, there may be more coming.

It's at times like these that the hard-hitting questions are fired from government and shareholders alike.

And it's at times like these that the directors should be there to absorb the flack and provide the answers when corporate governance goes wrong.

Briefcase with money
Non-executive directorship is no longer a gravy train
So behind the boardroom door, the board of directors will also include the non-executive director. Directors with non-managerial responsibilities.

It used to be that this special breed of directors enjoyed their role as a lucrative perk.

Times have changed

At one time, non-executive directors were chosen for their "name" emblazoned on the corporate stationery. Now it's on their individual merit.

But there is differing opinion as to what their role should really be.

Sir David Tweedie, Chairman of the International Accounting Standards Board, believes that as non-executive directors have little financial incentive they are able to retain an independence from management resulting in impartial action.

The Institute of Directors in Pall Mall, London
The IoD is a central home for all directors
Corporate governance has been under the spotlight after infamous corporate collapses such as with Maxwell and Polly Peck.

And it has been at the times of such corporate collapses that the non-executive director has played the policing role.

But George Cox, Director General of the Institute of Directors (IoD), believes that their role should be less of company policeman and more of a check on company management.

The National Association of Pension Funds has been reviewing the role of the non-executive director for some time. They have just published a report "Non-executive directors - what the investors expect".

Alan Rubinstein of the NAPF said "A board with well informed non executive directors who ask the right questions, and who are prepared to resign if they don't like the answers, are one of the best defences the shareholders have".

Office block
Non-executive directors have a high level of responsibility
He also suggests that although the non-executive is a director of the company and will receive remuneration, he or she is regarded as independently minded as opposed to being truly independent. But their responsibility can be great.

So how does the non-executive director do it?

For those who juggle many directorships, wrapping the mind around the workings of any company can be an art.

John Jackson who is a member of several big boards, described how he manages his time: "I never get stuck with the detail - you can easily not see the wood for the trees, and if you get embroiled in the detail you can drown".

But the art, he says, is not to be on any more boards than you can realistically give appropriate time to.

Rolls Royce - Silver Lady
Rewards are hard earned
How do you become a non-executive director?

The rewards can be comforting but the responsibilities onerous.

Peter Wain, co-founder of Hanson Green,a headhunting company for independent directors says that the going rate of �25-�30k p.a. is worth "getting out of bed" for, but it is a sum that can be walked away from if independence is compromised.

But, Lord Young, a non-executive sceptic, insists that while they may find a gravy train, companies must get back to basics and realise that the responsibility of the director is to the company.

London Stock Exchange
It's here that the results of good directorship are realised
If the non-executive directors do their job really well, the results will never be known to the outside world. It's only when things go wrong that they will get the attention.

In Business is broadcast on BBC Radio 4

See also:

21 Jan 02 | Business
19 Oct 01 | Business
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