BAFNED

Requirements of All Directors

• Provide entrepreneurial leadership of the company within a framework of prudent and effective controls.


• Set the company's strategic aims, ensure that the necessary resources are in place and review management performance.


• Set the company's values and standards and ensure that its obligations to its shareholders and others are understood and met including compliance with all relevant laws, regulations and best practices.

• Strategy. They should constructively challenge and help develop proposals on strategy.


• Performance. They should review the performance of management in meeting objectives and monitor the corporate reporting.


• Risk and Audit. They should ensure the integrity of systems of management information and financial information and the adequacy of financial controls and risk management in accordance with best principles of corporate governance. They have an important role on the audit committee.


• People. They are involved in determining remuneration of executive directors, in management succession planning and in appointing and, where necessary, removing directors.

The Effective Non-Executive Director
• Observes and upholds the highest ethical standards of integrity.


• Supports executives in their leadership while monitoring their conduct.


• Questions intelligently, debates constructively, challenges rigorously and decides dispassionately.


• Listens sensitively to others, inside and outside the Board.


• Gains the trust and respect of other Board members, and


• Promotes the highest standards of corporate governance and seeks compliance with local Codes, where these exist.

The Independent Non-Executive Director:

• Directors can be considered Independent only when they are independent in character and judgement, and there are no relationships or circumstances which could affect the director's judgement.


• Excluded are therefore:
  
  • Former employees until five years after employment,
  
  
  • Those with a material business relationship with the company,
  
  
  • Those receiving additional remuneration from the company apart from director's fees and those who are a member of the company's pension scheme,
  
  
  • Those with close family ties with any of the company's directors, advisers or senior employees,
  
  
  • Those who have cross directorships or have significant links with other directors,
  
  
  • Those who represent a significant shareholder.