(c) Risk management & internal control

　　(d) Make recommendations to board committees on remuneration policy, executive remuneration and terms of employment

　　<3>Division of responsibilities between chairman and CEO

　　There should be a clear division of responsibilities at the head of the company between chairman (running of the board) and CEO (running of the company’s business). The reasons are:

　　a. Avoid unfettered control of decision-making process

　　b. Both jobs are demanding roles and no one person can do both job well

　　c. The separation of roles avoids the risk of conflicts of interest

　　d. The board cannot make the CEO truly accountable for management if it is led by the CEO

　　e. Separation of the roles means that the board is more able to express its concerns effectively

　　f. The UK Combined Code also suggests that the CEO should not go on to become chairman of the same company

　　<4>Alternative arrangement

　　a. The UK Cadbury Report recommendation that if the posts were held by the same individual, there should be a strong independent element on the board with a recognized senior member.

　　b. The UK Higgs Report suggests that a senior independent NEDs should be appointed who would be available to shareholders who have concerns that have not been resolved through the normal channels.

　　1.2.3 Broad members – NEDs (no executive / managerial responsibilities)

　　<1>Purposes of NEDs

　　a. Provide a balancing influence

　　b. Play a key role in reducing conflicts of interest between management (including executive directors) and shareholders

　　c. Provide reassurance to shareholders (particularly institutional shareholders) that management is acting in the interests of organization.

　　<2>Role of NEDs – Higgs report

　　a. Strategy: contribute to, and challenge the direction of strategy, give appropriate advice

　　b. Scrutiny/performance: review the performance of management in meeting objectives, hold management accountable for its decisions taken and results obtained.

　　c. Risk: ensure company has adequate system of internal control and system of risk management in place.

　　d. People: appointment or removal of managers to ensure appropriate succession planning, determine remuneration and appraisals for executives, have an important and inescapable relationship with shareholders

　　<3>Number of NEDs

　　a. Cadbury report: ‘include NEDs of sufficient character and number for their views to carry significant weight’

　　b. New York stock exchange rules: a majority of non-executive directors (more than half the board)

　　c. Singapore code: at least a third of the board should be independent NEDs

　　<4>Independent of non-executive directors

　　a. Requirement of independence

　　(a) The board should include NEDs of sufficient caliber and number, and NEDs should be independent of management and free from financial and other relationship with the corporation

　　(b) It is vital that NEDs is and is seem to be independent

　　(c) The board should identify all independent NEDs in the annual report

　　b. Threats of independence

　　(a) Has been an employee of the group within the last five years

　　(b) Has had a material business relationship with the company within the last three years

　　(c) Received/receive additional remuneration apart from director’s fee; participates in company share option or performance-related pay scheme; or is a member of the company’s pension scheme

　　(d) Has close family ties with any of the directors, senior employees or advisers

　　(e) Holds cross-directorships/has significant links with other directors

　　(f) Represents a significant shareholder

　　(g) Has served on the board for more than ten years

　　c. Safeguards of independence

　　(a) No business, financial or other connection with the company, apart from reasonable fees

　　(b) No cross-directorships or cross-shareholdings (conflict of interest and threat to independence)