Board Committees
This committee acts as a bridge between the external auditor and the board to ensure accounts are accurate.
The Audit Committee
The legal duty to act honestly and in the best interest of the company (no stealing, no conflict of interest).
Duty of Trust
This person leads the Board of Directors, whereas the CEO leads the management.
The Chairman
The problem when a director is too busy with other jobs to read the files before the meeting.
Insufficient Attention
This committee decides the pay and bonuses of the top executives.
The Remuneration Committee
The legal duty to not be negligent and to use reasonable skill and diligence.
Duty of Care
This term describes the situation when the CEO is also the Chairman of the Board.
CEO Duality
The social reason why directors rarely criticize the CEO during meetings.
Avoidance of Conflict
This committee proposes new candidates for the board to prevent the CEO from choosing his friends.
The Nomination Committee
The legal principle that protects directors from being sued for bad business decisions if they acted in good faith.
The Business Judgment Rule
According to the UK Code, this is the main reason to separate the roles of CEO and Chairman.
Checks and Balances
The problem when a director is a friend of the CEO or does business with the firm.
Lack of Independence