以下文字节选自历年真题，划线部分为结合案例进行分析的部分，未划线部分为通用文字（需要熟练掌握），考试时结合案例进行具体分析。

The role and value of the non-executive directors on the board

The non-executive directors (NEDs) are not employees of the company and are not involved in its day-to-day running. The non-executive directors usually receive a flat fee for their services, and are engaged under a contract for service.

The role of NEDs is to provide a balancing influence on the board of directors and help to minimise conflicts of interest. The Higgs Report, published in 2003, summarised their role as:

– to contribute to the strategic plan

– to scrutinise the performance of the executive directors

– to provide an external perspective on risk management

– to deal with people issues, such as the future shape of the board and resolution of conflicts.

Importantly, the NEDs should have high ethical standards and act with integrity and probity. Their main role is to support the executive directors and monitor its conduct, demonstrating a willingness to listen, question, debate and challenge.

It is recognised as best practice that a company should have more non-executive directors than executive directors. This is the case for Rail Co, as can be seen from its structure highlighted on the Rail Co website. The NEDs of Rail Co are responsible for running the four board committees which are set up to monitor the performance of Rail Co in key areas such as health and safety and audit and risk management The NEDs are also responsible for setting and reviewing the directors’

remuneration and evaluating the corporate governance structure and activities of Rail Co and ensuring that the board is adequately governed, structured and staffed. This is particularly relevant and important to a public sector company such as Rail Co, where transparency and public scrutiny are prevalent.

The chairman is also a non-executive director and plays a key role in the business. The chairman has the ultimate role of leading the board, whilst the chief executive leads the business. Therefore, the roles of chairman and chief executive are complementary and interlinked.

The NEDs of Co can add value to the business by:

– broadening the horizons and experience of existing executive directors, particularly if they come from a wide range of both public and private sector organisations.

– facilitating the cross-fertilisation of ideas, particularly in terms of business strategy and planning.

– playing a vital part to play in appraising and commenting on Rail Co’s achievement of value for money and advising on strategies to improve this.

A team of executive and non-executive directors needs to be made up of people with business acumen and hands-on experience. Non-executive directors should be able to fill the gaps in expertise not available in the executive team and provide independent and objective scrutiny to the direction of such organisations in the public interest.