The Independent Board Director

Selecting and Using the Best Non-Executive Directors to Benefit Your Business

David Clutterbuck, Peter Waine

Publisher: McGraw-Hill, 1994

ISBN: 0-07-707801-2

Synopsis:

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Table of Contents:

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1. So What Is a Non-Executive Director?
• What Do We Mean by 'Independent'?
• The Independent Director and the Shareholders
• What Are Independent Directors for?
• Why Do Companies Need Independent Directors?
• Summary
• References
2. Who Are These Independent Directors and What Do They Do?
• What Does an Effective Independent Director Do?
• Who Are These Independent Directors?
• The Ideal Independent Director
• Special Situations
• Summary
• References
3. Why Do People Become Independent Directors
• Why Do Talented Managers Become Independent Directors?
• Why Suitable Candidates Do Not Become Independent Directors
• What Background and Knowledge Should an Independent Director Bring?
• Measuring the Independent Director's Contribution
• Summary
• References
4. How Can Independent Directors Contribute More?
• Inducting the Independent Director
• What Can the Company Do To Train Independent Directors?
• Measuring Effectiveness
• The Board Meeting
• How Independent Directors Could Contribute More at Board Meetings
• Outside the Boardroom
• Summary
• References
5. What Are the Legal Responsibilities, and What Contract Should an Independent Director Sign?
• The Legal Responsibilities
• The Contract
• Summary
• References
6. Choosing and Using Independent Directors
• Defining the Role: What Precisely Do You Want the Independent Director To Do?
• Researching and Selecting Candidates
• Making the Approach
• Who Should Choose the New Independent Director?
• Summary
• References
7. How To Become an Independent Director and When To Stop
• How To Become an Independent Director
• When the Independent Director Should Resign
• Summary
• In Conclusion
• References
8. Appendix 1: More Legal Background
9. Appendix 2: A Recommeded Letter of Engagement
10. Appendix 3: The Survey