Author Topic: The Duties of a Non Executive Director NED.  (Read 3072 times)

0 Members and 1 Guest are viewing this topic.

Got Signal

  • Guest
The Duties of a Non Executive Director NED.
« on: September 09, 2011, 09:48:19 AM »
Des

Not sure if your aware of the role of Non Executive Directors NEDs have the following duties. The essence of the role is all about Due Diligence. (From the wiki web)
Quote
A non-executive director or outside director is a member of the board of directors of a company who does not form part of the executive management team. He or she is not an employee of the company or affiliated with it in any other way. They are differentiated from inside directors, who are members of the board who also serve or previously served as executive managers of the company (most often as corporate officers).
 
Non-executive directors have responsibilities in the following areas, according to the Higgs Report, commissioned by the British Government and updated further in years  2007/08/10
 
Strategy: Non-executive directors should constructively challenge and contribute to the development of strategy.
 Performance: Non-executive directors should scrutinise the performance of management in meeting agreed goals and objectives and monitoring, and where necessary removing, senior management and in succession planning.
 
Risk: Non-executive directors should satisfy themselves that financial information is accurate and that financial controls and systems of risk management are robust and defensible.
 
People: Non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, senior management and in succession planning.
 
NEDs should also provide independent views on:
Resources
Appointments
Standards of conduct

Governance
 
Non-executive directors are the custodians of the governance process. They are not involved in the day-to-day running of business but monitor the executive activity and contribute to the development of strategy.
 



Offline Richard Symonds

  • Member
  • *****
  • Posts: 4022
Re: The Duties of a Non Executive Director NED.
« Reply #1 on: September 09, 2011, 10:05:46 AM »
Well well well Garry it looks as though you cannot avoid responsibility on any count.

The question is will your colleagues leave you 'hanging' out to dry.

I wouldn't be in your shoes for a pension!!

Thank you Got Signal for that information.
All my posts are my own opinion and do not represent any political organization or group

Got Signal

  • Guest
Re: The Duties of a Non Executive Director NED.
« Reply #2 on: September 09, 2011, 10:12:59 AM »
Thank you Got Signal for that information.

Thank you, but it was nothing really it was all down to Des Morgan who pointed the way across the web its easy with a search engine to find almost anything.

Offline Outoftowner

  • Member
  • *****
  • Posts: 1632
  • Gender: Male
  • Hello !
Re: The Duties of a Non Executive Director NED.
« Reply #3 on: September 09, 2011, 10:25:51 AM »
Got Signal, You're getting good at this. Well done!

Now if we construct a "Tick List" for all the items that a Non-Executive Director should do then looked at Gary's record on DC, how many "ticks" would he get?

Who said "None"?
What's it all about?

Offline Des Morgan

  • Member
  • *****
  • Posts: 1904
  • Gender: Male
  • Hello !
Re: The Duties of a Non Executive Director NED.
« Reply #4 on: September 10, 2011, 08:03:40 AM »
Quote
Not sure if your aware of the role of Non Executive Directors NEDs have the following duties. The essence of the role is all about Due Diligence

Wonderful research Got Signal - yes indeed, I did know the legal liabilities of a NED (unlike Garry Perkins, it would seem)

Being a NED used to be a nice little number - a bit of prestige, sometimes a little salary and expenses but often without any responsibility or accountability.

Attend a few meetings, shake a few hands be seen at the AGM - and that was it.

Now of course being a NED carries potential consequences if you don't do the job that is required of a NED.  I think it fair to say Coun Perkins failed in performing any of the functions of a NED including any oversight of the four main ones - Resources,
Appointments, Standards of conduct and Governance

Of course I am yet to be persuaded that Coun Perkins appointment was as a NED - no Cpuncil papers (that i have seen) refer to his appointment in this way

Offline jennyb

  • Member
  • *****
  • Posts: 1813
  • Gender: Female
  • Kareen
Re: The Duties of a Non Executive Director NED.
« Reply #5 on: September 10, 2011, 08:40:32 AM »

In the vernacular of the West of Scotland  a NED  = a CHAV

Somebody told me that.....

It takes wisdom to know what you know and wisdom to know what you don't know and when to call in those who do. Often the people who do know will advise that evidence and research are very helpful when making decisions. Who knows it might even save a bit of money.

Offline Des Morgan

  • Member
  • *****
  • Posts: 1904
  • Gender: Male
  • Hello !
Re: The Duties of a Non Executive Director NED.
« Reply #6 on: September 10, 2011, 03:20:19 PM »
Quote
In the vernacular of the West of Scotland  a NED  = a CHAV
Somebody told me that.....

Hi Jennyb - well in Swindon and specifically in Penhill a CHAV can only ever mean one thing - watch out the silent one is approaching - be afraid....be very afraid - ah well here we go again  :bottom:

Offline Outoftowner

  • Member
  • *****
  • Posts: 1632
  • Gender: Male
  • Hello !
Re: The Duties of a Non Executive Director NED.
« Reply #7 on: October 09, 2011, 04:34:29 PM »
As we know, Digital City (UK)  accounts were due to be filed at Companies House on 14/05/2011  and have still not been. Now to compound this oversight, the company annual return, where they list Company Directors, Company Address etc has become overdue. It should have been filed on 11/09/2011.

Here’s a little reminder for the remaining Directors of Digital City (UK) Ltd., particularly Gary Perkins, Deputy Leader of Swindon Borough Council.

From the Companies House Web-site:

Company Accounts.

Quote
How much are late filing penalties?

The level of the penalty depends on how late the accounts reach Companies House and is shown in the following table.
Length of delay (measured from the date the accounts are due)    

Penalty :
Private company    
Not more than 1 month    £150    
More than 1 month but not more than 3 months    £375    
More than 3 months but not more than 6 months    £750    
More than 6 months    £1,500    


And "Annual Return".

Quote
Which companies must send an annual return to Companies House?

Every company must deliver an annual return to Companies House at least once every 12 months. The company's director(s) and the secretary (where applicable), are responsible for ensuring that they deliver the annual return to Companies House within 28 days after the anniversary of incorporation of a company or of the anniversary of the made-up date of the last annual return.

If you do not deliver the company’s annual return, the Registrar might assume that the company is no longer carrying on business or in operation and take steps to strike it from the register.

Remember: It is a criminal offence not to deliver the company's annual return within 28 days of the made-up date, for which Companies House may prosecute the company and its officers.

And just to make it clear:

Quote
Are late filing penalties the same as fines imposed on company directors for non-filing of annual returns and accounts?

No. They are entirely different. Failure to file accounts or annual returns is a criminal offence which can result in directors being fined personally in the criminal courts.

(Words in Bold marked by me.)

So for those who think that nothing criminal has occurred.. well it may just be that it has now!
What's it all about?

Offline Des Morgan

  • Member
  • *****
  • Posts: 1904
  • Gender: Male
  • Hello !
Re: The Duties of a Non Executive Director NED.
« Reply #8 on: October 10, 2011, 12:08:18 PM »
Quote
Dear Mr Robins 

I apologise for bringing your attention to this Company once again. However I believe the Company to be late in filing their Annual Return.  It is my understanding that the Annual return should have been filed on the 11 September 2011, it is now the 10 October 2011. 

The non filing or indeed the late filing of an annual return is a criminal offence as defined on your website

Failure to file accounts or annual returns is a criminal offence which can result in directors being fined personally in the criminal courts.

In view of the late filing, I would ask whether it would be the intention of Companies House to initiate proceedings against the directors of Digital City UK Limited.  If it is not, perhaps you could advise under what circumstances the sanction would be imposed

Let's see what the response is.

Offline Outoftowner

  • Member
  • *****
  • Posts: 1632
  • Gender: Male
  • Hello !
Re: The Duties of a Non Executive Director NED.
« Reply #9 on: October 10, 2011, 01:29:46 PM »
This is the way to return certain favours Des.

Best served cold!
What's it all about?