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LibraryMost Recent Article"A Question of Leadership" by Professor John Mellor - recently published in Professional Investor, the official journal of the UK Society of Investment Professionals, as lead article in the corporate-governance-themed December/January 2004/2005 edition. Foundation PublicationsA GUIDE FOR NON-EXECUTIVE DIRECTORS IN THE PRIVATE AND PUBLIC SECTORS foundation fidirs publications no.1 - June 2004by Professor John Mellor MBA Ph.D, Chairman and Founder of the Foundation for Independent Directors and Visiting Professor of Corporate Governance at Bristol Business School "IntroductionIt is widely accepted that non-executive directors are the custodians of the governance process in publicly listed companies and can play a useful role on the boards of private companies and other entities in both the private and public sectors. The demands of the role, however, give rise to profound implications not only for the levels of professionalism and commitment required to be effective but also for the process of recruitment, appointment and diversity in the range of candidates. The Government initiated Higgs Review of the Role of Non-Executive Directors sought to address these, and other, issues and its conclusions, with a few exceptions, have been drawn together in the new Combined Code published in July 2003 and applying from 1 st November 2003. The Code applies to companies listed on the main London Exchange only (i.e. it does not apply to AIM or OFEX listed companies), and it does not carry the force of law. "Comply" or "explain" non compliance is however a requirement of the Listing Rules. The Code is now a rich source of reference material for non-executive directors. This publication is both a source and guide to that material and written with private sector companies generally, and their non-executive directors, in mind. It is also intended to be a useful source of reference for non-executive directors of public sector entities, for which many aspects from private sector practice apply but with some important differences. Within the public sector are a host of entities and activities stretching from central to local government. This is a formidable arena but the role and responsibilities of non-executives, and comparisons with their private sector counterparts, can be understood from examining the boards of central government organisations and some "public bodies". The key point to remember is the different objectives of the two governance regimes. Whereas governance in the private sector is ultimately focused upon maximisation of shareholder value, that in central government is focused on delivering the public service objectives (within the policy set by Ministers) of the organisation with good value for money, regularity and propriety. Contents The Guide is divided into two sections, each presented under main headings for easy access. Non-executive directors in the private sector
Five appendices accompany this section. The first of these is from the Companies Law Review on "General principles by which directors are bound", and three further ones from the Code on "Performance e valuation of non-executive directors", "Pre-appointment due diligence checklist for new board members" and a "Sample letter of non-executive director appointment" for immediate information. The fifth appendix lists additional selected references to the Code. All material is cross-referenced with the Combined Code where appropriate. Non-executive directors in the public sectorThis section compliments the section for the private sector by focusing on the important differences in the role and its context.
A short sixth appendix lists two useful websites." To register an interest in one or more copies email drjohnmellor@foundationfidirs.com or visit our " contact us " page for further details. BooksA PRACTICAL GUIDE TO CORPORATE GOVERNANCE by Richard Smerdon 1 chapter by Professor Mellor: "Corporate Governance and Central Government" Publishers: Sweet & Maxwell [released in April 2004] GEE CORPORATE GOVERNANCE HANDBOOK 2 chapters by Professor Mellor: "Non-Executive Directors" and "Nomination Committees" Publishers: Sweet & Maxwell [released in March 2004] PeriodicalsA QUESTION OF LEADERSHIPAn article by Dr John Mellor, published as lead article in the corporate-governance-themed December/January 2004/2005 edition of the Professional Investor, the official journal of the UK Society of Investment Professionals. "Corporate governance - The purpose of it all - In the midst of all the regulatory brouhaha, it's easy to forget that corporate governance is meant to support enterprise and wealth creation, says John Mellor." PRACTICAL GOVERNANCE Article by Professor Mellor "Non-Executive Directors in Focus - a regime for professional recognition" Published in the May edition 2002 GOVERNANCE Article by Professor Mellor: "On behalf of the Non-Executive Director" Published in the July edition, 2001 November 2006 |
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