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Smooth flow of trade depends on the use of agents. This may be because:
• Sole traders / Partnerships have limited ability to conduct business (lower resources), unless
other people are used to work on their behalf;
• The natural persons who are involved cannot be present to conduct business in multiple
locations simultaneously, so they must rely on others to make agreements or deliver services
on their behalf; or
• A Corporation is only a legal entity or fictitious legal person and so can only act through the
agency of human beings to get anything done.

Agency is a contract under which one party (the principal) engages another party (the agent) to
perform some service on their behalf. In the majority of cases, it is impossible for agents to seek
specific authority for every deal or detail within a deal. Agents must, therefore, be allowed some
degree of discretion in the conduct of routine transactions. There are two problems in such a
delegation of authority:
• The desires / goals of the principal and agent have a conflict; and
• It is difficult or expensive for the principal to verify what the agent is actually doing (whether he
is working appropriately or not).

The agent (the manager) is working on behalf of the principal (the shareholders), who does not
observe the actions of the agent. This information asymmetry (where one party has more or better
information than the other) causes the agency problem.

An agent is a fiduciary (a person on whom duty is imposed), and is:

• Expected to be extremely loyal to the person to whom he owe the duty;
• Must not put his personal interests before the duty, and
• Must not profit from their position as a fiduciary, unless the principal consents.
• The fiduciary relationship is highlighted by good faith, loyalty and trust.

The primary agency relationships in business are those (1) between share-holders and managers and
(2) between debt-holders and share-holders.

Management, specifically the CEO, have their own objectives to pursue. The classical ones are
empire-building, risk-averse investments and manipulating financial figures to optimize bonuses and
share-price-related options.

Bond-holders typically value a risk-averse strategy since that will increase the chances of getting
their investment back. Share-holders on the other hand are willing to take on very risky projects. If the
risky projects succeed they will get all of the profits themselves, whereas if the projects fail the risk is
shared with the bondholder. Therefore Bond-holders will have costly and large schemes (contracts) in
place prohibiting the management from taking on very risky projects should they arise, or they will
simply raise the interest rate which in turn increases the cost of capital for the company (against the
interests of the Share-holders).

An agency cost is an economic concept that relates to the cost incurred by an entity (such as
organizations) associated with problems such as divergent management-shareholder objectives and
information asymmetry. The costs consist of two main sources:
• The costs inherently associated with using an agent (e.g., the risk that agents will use
organizational resource for their own benefit) and
• The costs of techniques used to mitigate the problems associated with using an agent (e.g.,
the costs of producing financial statements or the use of stock options to align executive
interests to shareholder interests).
Agency loss is zero when the agent takes actions that are entirely consistent with the principal’s
interests. As the agent’s actions diverge from the principal’s interests, agency loss increases

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To overcome the Principal-agent (agency) problem the Principal provides appropriate incentives to
agents so that they act in the way principals wishes. These incentives include piece
rates/commissions, profit sharing, efficiency wages, performance measurement (including financial
statements), the agent posting a bond, or fear of firing.

Monitoring costs are expenditures paid by the principal to measure, observe and control an agent’s
behavior. They may include:
• Cost to provide data (financial statements) to shareholders (Principal)
• Cost of audits of financial statements,
• Cost to hold Annual General Meetings,
• Cost of giving incentives to the agents.

Too much monitoring will reduce managerial entrepreneurship. Certain aspects of monitoring may also
be imposed by legislative practices. In the UK companies are required to provide statements of
compliance with the Combined Code (including Cadbury and Greenbury reports) on corporate
governance.

Bonding Costs: Given that agents ultimately bear monitoring costs, they are likely to set up structures
that will see them act in shareholder’s best interests, or compensate them accordingly if they don’t.
The cost of establishing and adhering to these systems are known as bonding costs

Residual Loss: Despite monitoring and bonding, the interest of managers and shareholders are still
unlikely to be fully aligned. Therefore, there are still agency losses arising from conflicts of interest.
These are known as residual loss. i.e. Directors furnishing themselves with expensive cars.

Corporate governance is the set of processes, customs, policies, laws and institutions affecting the
way a company is directed, administered or controlled. Corporate governance also includes the
relationships among the many stakeholders involved and the goals for which the company is
governed. The principal stakeholders are the share-holders, management and the board of directors.
Other stakeholders include customers, creditors (e.g., banks, bond-holders), employees, suppliers,
regulators, and the community at large.

The positive effect of good corporate governance on different stakeholders ultimately is a

strengthened economy, and hence good corporate governance is a tool for socio-economic
development.

Due to information asymmetry, and the fact that all information is generated by the Agent
(management), the Principal (share holders) appoint auditors to ensure validity and reliability of
information.
1. Auditors have their own interest i.e. fee, reputation
2. Auditor must be independent from management, to serve interest of shareholders
3. Auditor has to deal with management to conduct audit, and to get his fee, so he may be perceived
not to serve shareholders completely.
4. For effective monitoring, auditor should be technically competent and up-to-date with current
business approaches.

Over time, markets have become largely institutionalized: buyers and sellers are largely institutions
(e.g., pension funds, mutual funds, hedge funds, exchange traded funds, other investor groups;
insurance companies, banks, brokers, and other financial institutions).

Unfortunately, there has been a concurrent lapse in the oversight of large corporations, which are now
almost all owned by large institutions. The Board of Directors of large corporations used to be chosen
by the principal shareholders, who usually had an emotional as well as monetary investment in the
company (i.e. Ford), and the Board diligently kept an eye on the company and its principal executives.
Nowadays, if the owning institutions don't like what the President/CEO is doing and they feel that firing

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them will likely be costly ("golden handshake") and/or time consuming, they will simply sell out their
interest (divestment). Rarely institutional investors will support shareholder resolutions on such
matters as executive pay and anti-takeover measures.

Accountability is defined as "A is accountable to B when A is obliged to inform B about A’s (past or
future) actions and decisions, to justify them, and to suffer punishment in the case of eventual
misconduct".

Agent accountability:
1) Directors are accountable to the shareholders
2) Directors should prove that they are discharging their duties efficiently (clean audit report, good
results, compliance with codes)
3) If shareholders are not satisfied with performance, they can remove the management
4) There are number of Codes of Conduct issued by Government and Stock Exchanges which needs
to be complied (voluntarily).

Directors and Board of Directors

"A company is an entity distinct alike from its shareholders and its directors. Some of its powers may,
according to its articles, be exercised by directors; certain other powers may be reserved for the
shareholders in general meeting. If powers of management are vested in the directors, they and they
alone can exercise these powers. The only way in which the general body of shareholders can control
the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises
under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot
themselves usurp the powers which by the articles are vested in the directors any more than the
directors can usurp the powers vested by the articles in the general body of shareholders."
Shaw & Sons (Salford) Ltd v Shaw

A board of directors is a group of people elected by the owners of a business entity, who have
decision-making authority, voting authority, and specific responsibilities which in each case is separate
and distinct from the authority and responsibilities of owners and managers of the business entity. The
body sometimes has a different name, such as board of trustees, board of governors, board of
managers, or executive board. It is often simply referred to as "the board."

A board's activities are determined by the powers, duties, and responsibilities delegated to it or
conferred on it by an authority outside itself. These matters are typically detailed in the organization's
bylaws (articles of association). The bylaws commonly also specify the number of members of the
board, how they are to be chosen, and when they are to meet.

Duties of Directors
1. Acting in Good Faith: the directors must act "bona fide" in what they consider—not what the court
may consider—is in the interests of the company. Difficult Questions arise i.e. it may be for the
benefit of a corporate group as a whole for a company to guarantee the debts of a "sister"
company. Similarly, conceptually at least, there is no benefit to a company in returning profits to
shareholders by way of dividend
2. Proper Purpose: in many instances an improper purpose is readily evident, i.e. a director looking
to make money for himself, or divert an investment opportunity to a relative; such breaches usually
involve a breach of the director's duty to act in good faith. Greater difficulties arise where the
director, whilst acting in good faith, is serving a purpose that is not regarded by the law as proper.
3. Unfettered Discretion: Directors cannot, without the consent of the company, fetter their discretion
(in relation to the exercise of their powers), and cannot bind themselves to vote in a particular way
at future board meetings. The company remains bound, if it made a specific contract, but the
directors retain the discretion to vote against taking the future actions (they may cancel the
contract itself.)

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4. Conflict of Duty and Interest: A) where a director enters into a transaction with a company, there is
a conflict between the director's interest (to do well for himself out of the transaction) and his duty
to the company (to ensure that the company gets as much as it can out of the transaction). B)
Directors must not, without the informed consent of the company, use for their own profit the
company's assets, opportunities, or information. C) Directors cannot compete directly with the
company without a conflict of interests arising. Similarly, they should not act as directors of
competing companies, as their duties to each company would then conflict with each other.
5. Care and Skill: A director need not exhibit in the performance of his duties a greater degree of skill
than may reasonably be expected from a person of his knowledge and experience

In a number of "corporate scandals" of the 1990s, one notable feature revealed in subsequent
investigations is that boards were not aware of the activities of the managers that they hired, and the
true financial state of the corporation. A number of factors may be involved in this tendency:
a) Most boards largely rely on management to report information to them, thus allowing
management to place the desired 'spin' on information, or even conceal or lie about the true
state of a company.
b) Boards of directors are part-time bodies, whose members meet only occasionally and may not
know each other particularly well. This unfamiliarity can make it difficult for board members to
question management.
c) CEOs tend to be rather forceful personalities. In some cases, CEOs are accused of exercising
too much influence over the company's board.
d) Directors may not have the time or the skills required to understand the details of corporate
business, allowing management to obscure problems.
e) The same directors who appointed the present CEO oversee his or her performance. This
makes it difficult for some directors to dispassionately evaluate the CEO's performance.
f) Directors often feel that a judgement of a manager, particularly one who has performed well in
the past, should be respected. This can be quite legitimate, but poses problems if the manager's
judgement is indeed flawed.
g) All of the above may contribute to a culture of "not rocking the boat" at board meetings.

The UK and the US have traditionally been in favour of the unitary board where all directors -
executive and non-executive – sit on a single board. In continental Europe it has been more common
for the directors' functions to be split between a high level supervisory board and a management or
executive board.

UK boards usually have a reasonably balanced number of executives and non-executives. Contrast
this with a US board, where there may only be two executives and sometimes only one, the CEO who
is often the chairman.

In this situation of potentially unfettered power, US non-executives could argue that they outnumber
the CEO in board meetings and can easily challenge the information provided to them. But there
perhaps is the core of the issue, non-executive directors can only question the information they are
given by the CEO.
Supervisory Board (NED)

Management Board (Executives)

Advantages of Two – Tier Board / Unitary board

Unitary Board
1) NED expertise available in running of the
company, rather than just supervising
2) NED more active and responsible
3) Quicker decision making
4) Reduction in possible fraud as wider
involvement of NED in management
5) Improved investor confidence
Two Tier Board
i. Clear separation between operations and
management
ii. Worker representation in operations
management (Codetermination Act 1976)
iii. Management focus more on operations
iv. Direct power of supervisory board over
management (right to appoint them)

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Non Executive Directors (NED's)

a) A non-executive director (NED, also NXD) or outside director is a member of the board of directors
of a company who does not form part of the executive management team.
b) He or she is not an employee of the company or affiliated with it in any other way.
c) They are differentiated from inside directors, who are members of the board also serving as
executive managers of the company (most often as corporate officers).

A) Strategy Role: contribute to development of strategy of the company; challenging the strategy
produced by Executive Directors and offering advice

B) Scrutinizing Role: Review the performance of management. Hold management accountable for its
decisions taken and results obtained.

C) Risk Role: Ensure Company has adequate system of internal controls and system of risk
management in place.

D) People Role: Appointment, remuneration, appraisals of senior management, succession planning

Lack of unity and trust can put pressure on board operation. The quality of NED willing to serve may
also be poor.

The Combined Code states:

a) The board should meet sufficiently regularly to discharge its duties effectively.
b) There should be a formal schedule of matters specifically reserved for its decision.
c) The annual report should include a statement of how the board operates, including a high level
statement of which types of decisions are to be taken by the board and which are to be delegated
to management.
d) The annual report should identify the chairman, the deputy chairman (where there is one), the
chief executive, the senior independent director and the chairmen and members of the
nomination, audit and remuneration committees.
e) It should also set out the number of meetings of the board and those committees and individual
attendance by directors.
f) Where directors have concerns which cannot be resolved about the running of the company or a
proposed action, they should ensure that their concerns are recorded in the board minutes.
g) On resignation, a non- executive director should provide a written statement to the chairman, for
circulation to the board, if they have any such concerns.
h) The Company should arrange appropriate insurance cover in respect of legal action against its
directors.

Board Balance:
The board should include a balance of executive and NED's (and in particular independent non-
executive directors) such that no individual or small group of individuals can dominate the board's
decision taking.
1. The board should not be so large as to be unwieldy.
2. The board should be of sufficient size that the balance of skills and experience is appropriate for
the requirements of the business and that changes to the board's composition can be managed
without undue disruption.
3. To ensure that power and information are not concentrated in one or two individuals, there should
be a strong presence on the board of both executive and non-executive directors.
4. No one other than the committee chairman and members is entitled to be present at a meeting of
nomination, audit or remuneration committee, but others may attend at the invitation of the
committee.

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Code Provision
a) The board should identify in the annual report each NED it considers to be independent.
b) The board should determine whether the director is independent in character and judgment and
whether there are relationships or circumstances which are likely to affect, or could appear to
affect, the director's judgment.
c) The board should state its reasons if it determines that a director is independent notwithstanding
the existence of relationships or circumstances which may appear relevant to its determination,
including if the director:

has been an employee of the company or group within the last five years;

has, or has had within the last three years, a material business relationship with the
company either directly, or as a partner, shareholder, director or senior employee of a
body that has such a relationship with the company;

has received or receives additional remuneration from the company apart from a director's
fee, participates in the company's share option or a performance-related pay scheme, or
is a member of the company's pension scheme;

has close family ties with any of the company's advisers, directors or senior employees;

holds cross-directorships or has significant links with other directors through involvement
in other companies or bodies;

represents a significant shareholder;

or has served on the board for more than nine years from the date of their first election.
d) Except for smaller companies, at least half the board, excluding the chairman, should comprise
NED's determined by the board to be independent. A smaller company should have at least two
independent NED.
e) The board should appoint one of the independent NED to be the senior independent director. The
senior independent director should be available to shareholders if they have concerns which
contact through the normal channels of chairman, chief executive or finance director has failed to
resolve or for which such contact is inappropriate.

Chairman and Chief Executive

There should be a clear division of responsibilities at the head of the company between the running of
the board and the executive responsibility for the running of the company's business. No one
individual should have unfettered powers of decision.
a) The chairman is responsible for leadership of the board, ensuring its effectiveness on all aspects
of its role and setting its agenda.
b) The chairman is also responsible for ensuring that the directors receive accurate, timely and clear
information.
c) The chairman should ensure effective communication with shareholders.
d) The chairman should also facilitate the effective contribution of NED's in particular and ensure
constructive relations between executive and non-executive directors.
e) Chairman sets agenda of the Board Meeting and chair these meetings

Code Provision
1. The roles of chairman and chief executive should not be exercised by the same individual.
2. The division of responsibilities between the chairman and chief executive should be clearly
established, set out in writing and agreed by the board.
3. The chairman should (on appointment) meet the independence criteria.
4. A chief executive should not go on to be chairman of the same company. If exceptionally a board
decides that a chief executive should become chairman, the board should consult major
shareholders in advance and should set out its reasons to shareholders at the time of the
appointment and in the next annual report.
5. The chairman should ensure that new directors receive a full, formal and tailored induction on
joining the board. As part of this, the company should offer to major shareholders the opportunity
to meet a new non-executive director
6. The board should ensure that directors, especially non-executive directors, have access to
independent professional advice at the company's expense where they judge it necessary to
discharge their responsibilities as directors.

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7. Committees should be provided with sufficient resources to undertake their duties.

8. All directors should have access to the advice and services of the company secretary, who is
responsible to the board for ensuring that board procedures are complied with.
9. Both the appointment and removal of the company secretary should be a matter for the board as a
whole.
10. The board should state in the annual report how performance evaluation of the board, its
committees and its individual directors has been conducted.
11. The NED's, led by the senior independent director, should be responsible for performance
evaluation of the chairman, taking into account the views of executive directors
.
Re-election of Directors
All directors should be submitted for re-election at regular intervals, subject to continued satisfactory
performance.

Code Provision
1. The board should ensure planned and progressive refreshing of the board.
2. All directors should be subject to election by shareholders at the first annual general meeting after
their appointment, and to re-election thereafter at intervals of no more than three years.
3. The names of directors submitted for election or re-election should be accompanied by sufficient
biographical details and any other relevant information to enable shareholders to take an informed
decision on their election.
4. NED should be appointed for specified terms subject to re-election and to Companies Acts
provisions relating to the removal of a director.
5. The board should set out to shareholders in the papers accompanying a resolution to elect a NED
why they believe an individual should be elected.
6. The chairman should confirm to shareholders when proposing re-election that, following formal
performance evaluation, the individual's performance continues to be effective and to demonstrate
commitment to the role.
7. Any term beyond six years (e.g. two three-year terms) for a non-executive director should be
subject to particularly rigorous review, and should take into account the need for progressive
refreshing of the board.
8. NED may serve longer than nine years (e.g. three three-year terms), subject to annual re-election.
Serving more than nine years could be relevant to the determination of NED's independence.

Nomination Committee
There should be a nomination committee which should lead the process for board appointments and
make recommendations to the board.
A committee that is a subset of a larger committee is called a subcommittee. [Where
the larger group has a name other than "committee" - for example, "Board" or
"Commission", the smaller group(s) would be called committee(s), not
subcommittee(s)]

Nomination Committee is a Board committee. Board delegates certain responsibilities to its

committees because:
a) It generally includes only those people who have expertise in the task; thereby reducing the size of
the committee and increasing efficiency in decision making.
b) It reduces Board's workload, as difficult tasks are delegated to subcommittees.

The nomination committee should make its terms of reference, explaining its role and the authority
available delegated to it by the board.

1. A majority of members of the nomination committee should be independent NED.

2. The chairman or an independent NED should chair the committee
3. The chairman should not chair the nomination committee when it is dealing with the appointment
of a successor to the chairmanship.

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4. The nomination committee should evaluate the balance of skills, knowledge and experience on
the board and, prepare a description of the role and capabilities required for a particular
appointment
5. For the appointment of a chairman, the nomination committee should:
a. Prepare a job specification, including an assessment of the time commitment expected,
recognizing the need for availability in the event of crises.
b. A chairman's other significant commitments should be disclosed to the board before
appointment and included in the annual report.
c. Changes to such commitments should be reported to the board as they arise, and
included in the next annual report.
d. No individual should be appointed to a second chairmanship of a FTSE 100 company.
6. For NED's:
a. The terms and conditions of appointment of NED's should be made available for
inspection.
b. The letter of appointment should set out the expected time commitment.
c. NED's should undertake that they will have sufficient time to meet what is expected of
them.
d. Their other significant commitments should be disclosed to the board before appointment,
with a broad indication of the time involved and the board should be informed of
subsequent changes.
e. The board should not agree to a full time executive director taking on more than one non-
executive directorship in a FTSE 100 company nor the chairmanship of such a company.
7. A separate section of the annual report should describe the work of the nomination committee,
including the process it has used in relation to board appointments.
8. An explanation should be given if neither an external search consultancy nor open advertising has
been used in the appointment of a chairman or a NED.
9. The chairman should arrange for the chairmen of the audit, remuneration and nomination
committees to be available to answer questions at the AGM and for all directors to attend.

Duties of the nomination Committee

The committee should:
a) Be responsible for identifying and nominating for the approval of the board, candidates to fill board
vacancies as and when they arise;
b) Before making an appointment, evaluate the balance of skills, knowledge and experience on the
board and, in the light of this evaluation, prepare a description of the role and capabilities required
for a particular appointment;
c) Review annually the time required from a non-executive director. Performance evaluation should
be used to assess whether the non-executive director is spending enough time to fulfill their
duties;
d) Consider candidates from a wide range of backgrounds and look beyond the "usual suspects";
e) Give full consideration to succession planning in the course of its work, taking into account the
challenges and opportunities facing the company and what skills and expertise are therefore
needed on the board in the future;
f) Regularly review the structure, size and composition (including the skills, knowledge and
experience) of the board and make recommendations to the board with regard to any changes;
g) Keep under review the leadership needs of the organization, both executive and non-executive,
with a view to ensuring the continued ability of the organization to compete effectively in the
marketplace;
h) Make a statement in the annual report about its activities;
i) The process used for appointments and explain if external advice or open advertising has not
been used; the membership of the committee, number of committee meetings and attendance
over the course of the year;
j) Make available its terms of reference explaining clearly its role and the authority delegated to it by
the board;

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k) And ensure that on appointment to the board, non-executive directors receive a formal letter of
appointment setting out clearly what is expected of them in terms of time commitment, committee
service and involvement outside board meetings.

The committee should make recommendations to the board for:

a) Plans for succession for both executive and NED's;
b) Re-appointment of any NED at the conclusion of their specified term of office;
c) Re-election by shareholders of any director under the retirement by rotation provisions in the
company's articles of association;
d) The continuation in office of any director at any time; and
e) Appointment of any director to executive or other office other than to the positions of chairman and
chief executive, the recommendation for which would be considered at a meeting of the board.

Remuneration Committee
a) The remuneration committee should judge where to position their company relative to other
companies.
b) They should use such comparisons with caution, in view of the risk of an upward ratchet (moving
in one direction) of remuneration levels with no corresponding improvement in performance.
c) They should also be sensitive to pay and employment conditions elsewhere in the group,
especially when determining annual salary increases

Code Provisions
1. The performance-related elements of remuneration should form a significant proportion of the total
remuneration package of executive directors and should be designed to align their interests with
those of shareholders and to give these directors keen incentives to perform at the highest levels.
2. Executive share options should not be offered at a discount save as permitted by the relevant
provisions of the Listing Rules.
3. Levels of remuneration for NED's should reflect the time commitment and responsibilities of the
role.
4. Remuneration for NED's should not include share options.
5. If, exceptionally, options are granted, shareholder approval should be sought in advance and any
shares acquired by exercise of the options should be held until at least one year after the NED
leaves the board.
6. Holding of share options could be relevant to the determination of a NED's independence.
7. Where a company releases an executive director to serve as a NED elsewhere, the remuneration
report should include a statement as to whether or not the director will retain such earnings and if
so, what the remuneration is.

Service Contracts and Compensation

a) The remuneration committee should carefully consider what compensation commitments
(including pension contributions and all other elements) their director's terms of appointment
would entail in the event of early termination.
b) The aim should be to avoid rewarding poor performance. They should take a robust line on
reducing compensation to reflect departing directors' obligations to mitigate loss.
c) Notice or contract periods should be set at one year or less. If it is necessary to offer longer
notice or contract periods to new directors recruited from outside, such periods should reduce to
one year or less after the initial period.

Working of the remuneration Committee

• The remuneration committee should consult the chairman and/or chief executive about their
proposals relating to the remuneration of other executive directors.
• The remuneration committee should also be responsible for appointing any consultants in respect
of executive director remuneration.

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• Where executive directors or senior management are involved in advising or supporting the
remuneration committee, care should be taken to recognize and avoid conflicts of interest.
• The chairman of the board should ensure that the company maintains contact as required with its
principal shareholders about remuneration in the same way as for other matters.

Code provisions
1. The board should establish a remuneration committee of at least three, or in the case of smaller
companies two, members, who should all be independent NED's.
2. The remuneration committee should make available its terms of reference, explaining its role and
the authority delegated to it by the board.
3. Where remuneration consultants are appointed a statement should be made available of whether
they have any other connection with the company.
4. The remuneration committee should have delegated responsibility for setting remuneration for all
executive directors and the chairman, including pension rights and any compensation payments.
5. The committee should also recommend and monitor the level and structure of remuneration for
senior management.
6. The definition of "senior management" for this purpose should be determined by the board but
should normally include the first layer of management below board level.
7. The board itself or, where required by the Articles of Association, the shareholders should
determine the remuneration of the NED within the limits set in the Articles of Association.
8. Where permitted by the Articles, the board may however delegate this responsibility to a
committee, which might include the chief executive.
9. Shareholders should be invited specifically to approve all new long-term incentive schemes (as
defined in the Listing Rules) and significant changes to existing schemes, save in the
circumstances permitted by the Listing Rules.

Remuneration should be sufficient to:

• keep the board motivated to increase performance
• give rewards when someone show good results
• board feels they are being paid appropriately for their efforts
• their remuneration is at pace with the market rates

To achieve maximum return, an organization's remuneration strategy must be integrated with business
and human resource strategies.

Activity 1
Flick plc (quoted on LSE) is planning to acquire 20% stake in UUL (also listed on LSE). Flick plc is
considered to be adhering to the principles of good corporate governance.

UUL is predominantly a family owned concern, with 51% shares vested with the Johnson family. Mr.
Johnson is the Chairman board of directors, while Mr. Smith (son of Mr. Johnson) is the CEO. There
are 8 members in the board of director of UUL (including Chairman and CEO), of which 5 belong to
the Johnson family and work as full time paid directors. Other 3 directors are representative of Global
Bank Limited, which leads the consortium of the lender institutions.

Required:
a) Comment on the board structure of UUL? Does it comply with the Code?
b) How can Flick plc insist on putting their director on the board? Describe whether the director
should be a paid director or NED?
c) What role does a NED play in a company? Describe?
d) What effect will the acquisition have on Flick plc, if it acquires UUL in current state, without any
change? Consider the case where Flick plc requires more funds for the acquisition.

Corporate governance is defined as 'an internal system encompassing policies, processes and
people, which serves the needs of shareholders and other stakeholders, by directing and controlling

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