The One-Tier Board
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The One-Tier Board (IVOR nr. 85) 2012/2.4.12:2.4.12 Summary of composition of the board in the UK
The One-Tier Board (IVOR nr. 85) 2012/2.4.12
2.4.12 Summary of composition of the board in the UK
Documentgegevens:
Mr. W.J.L. Calkoen, datum 16-02-2012
- Datum
16-02-2012
- Auteur
Mr. W.J.L. Calkoen
- JCDI
JCDI:ADS594920:1
- Vakgebied(en)
Ondernemingsrecht (V)
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The UK has a one-tier board system, and is used to this system.
The aim of the UK Codes is to create a dialogue among a balanced team of executive and non-executive directors. All, or almost all, of the executive directors are on the board. NEDs are in a slight majority. Practically all of UK listed companies have a separate chairman. The chairman has an important role.
Other measures created by the Codes are independent NEDs, no overly large boards, usually, NEDs only on the committees and formal regulations for the division of responsibilities.
The UK board composition differs from the composition in the US, where only the CEO and about 6 to 9 independent directors are board members. The aim in the US is that the strong majority of independent directors gives independent counterbalance to the CEO. 30% of US listed companies have separate non-CEO chairmen. The other 70% have the one person who is both CEO and chairman and a lead director for counterbalance. In the UK the company secretary has a clear and important role of supporting the chairman in corporate governance and in preparing the annual report and accounts.