ABSTRACT
If legal input to directors’ duties is to be relevant and useful, legislators must be clear about what the public company board is intended to achieve. The key to the role of directors is the allocation of their working time. Active involvement by the board in managerial issues has to some extent to be traded off against the independence required to monitor the executive. In the first instance, somebody must give instructions as to the activities of the company and its manner of working. Where there is no ‘owner-management’ to decide business priorities, it must be for the board to set business targets and plan for the long term. Management is then focused on meeting those targets and keeping company operations running smoothly. Several guides to directorship (for example, those of Professor Colin Coulson-Thomas,1 Sir Adrian Cadbury,2 Sir Geoffrey Mills3 and the Institute of Directors4) emphasise that directors are distinguished from management by their longer time horizon and broader strategic outlook. All counsel that directors should not be appointed merely because they have succeeded in management roles or served in executive posts, but because they have the capability for oversight.
