ABSTRACT
The non-executive directors (NEDs) appointment has to be tailored to avoid big ones. In more minor situations where there is a conflict, the conflicted individual will leave the room - and it is almost always the person concerned who draws attention to the conflict and leaves. The institutions have no objection to people being NEDs who are not independent, as long as there are enough independent NEDs. Even on the most effective Board, it is unlikely that at every Board meeting the NEDs are sufficiently informed about all the decisions they are expected to take. Mentoring is absolutely vital. CEOs have a lot of pressure on them and it is essential that they can talk to their chairman with confidence. Audit Committee Chairmen can have a profound influence. There is something to be said for having all the directors on the Audit Committee since they are all legally responsible.
