Introduction to Maintaining Independence
There is a danger that non-executive directors will not provide an independent voice. They may come under the influence of the executive directors and fail to challenge decisions and so promote proper accountability. The fact that non-executives are often executive directors of other companies may lead them to develop some empathy with the executive directors on the board.
The increasing burdens placed on non-executive directors mean that a lot of time must be spent in dealing with company affairs. Some, however, have been accused of accepting too many non-executive director appointments, which undermines their ability to devote time to increasingly complex board issues. The UK Code does not recommend any minimum time commitments for directors, but does state that all directors should allocate sufficient time to be able to carry out their duties effectively.
To encourage a diligent attitude, non-executives should be properly rewarded for the time spent on company business. There is a risk, however, of paying non-executives too handsomely for their efforts.
There is normally a large gulf between the total remuneration received by part-time, non-executive directors and that of full-time, executive directors. The 2009 annual report for Tesco plc showed that non-executive directors (excluding the chairman) were paid between £10,000 and £129,000 each and executive directors between £1.6 million and £5.1 million each.
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