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2nd YOUNGER MEMBERS CONVENTION

abcd. 2nd YOUNGER MEMBERS CONVENTION. 1-2 December 2003 Moat House, Glasgow. abcd. Alan Frost Corporate Governance. Queen Mab Consultancy Ltd. abcd. “The delicate die early, and I, as a survivor, among bleak winds and plumping rain, have been sometimes tempted to envy them their fate”.

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2nd YOUNGER MEMBERS CONVENTION

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  1. abcd 2nd YOUNGER MEMBERSCONVENTION 1-2 December 2003 Moat House, Glasgow

  2. abcd Alan FrostCorporate Governance Queen Mab Consultancy Ltd

  3. abcd “The delicate die early, and I, as a survivor, among bleak winds and plumping rain, have been sometimes tempted to envy them their fate” Edinburgh: Picturesque Notes Robert Louis Stevenson

  4. Queen Mab Consultancy Teachers’ Building Society Bournemouth University INVESCO Pensions Ltd NFU Mutual Car Crash Line Group plc Regular Forces Employment Association Ltd United Kingdom Falklands Islands Trust Pluralism in Action

  5. Tuscany

  6. Holding Boards Private Companies Divisional Boards Subsidiary Boards (Minorities, Joint Ventures, Associates) Charities, Quangos and other non-profit Types of Board

  7. Chairman Chief Executive Other Executives Associates The old retainer The family The maverick The court jester The hybrid The professional Types of Director - Simple

  8. Organiser Focuser Challenger Probe Discloser Honest Broker Architect Types of Director - Advanced

  9. Builder Lateral Thinker Conscience Summariser Mentor Ambassador Bulldog Types of Director - Advanced

  10. The Directorship Dial Envisioning Integrating Discovering Controlling

  11. Cadbury (1992) Greenbury (1995) Hampel (1998) Turnbull (1999) Company Law Review (2001) Higgs (2003) Revised Combined Code (2003) Governance Reviews

  12. Guidance for chairmen & NEDs Summary of duties of nomination and remuneration committees Appointment procedure (due diligence, sample letter, induction, performance evaluation Audit committees Annual reports New Combined Code

  13. Are structures meeting objectives? Diversity Refreshment process Sub-committees Information flow Timing and length of meetings Appraisal of Board

  14. Balance between executives and NEDs Technical competences Informal meetings Nature of debate Interpersonal relationships Role definition Other questions

  15. Quality of people Culture Size of Board Expertise available Stakeholders Quality of Board

  16. Job definition Measure competencies Self-assessment SMART 360° Review Fireside chat Issues Personal appraisal

  17. Guiding principles (FSA, FENTO, NHS etc) Nolan’s Seven Principles of Public Life Job Description Role Definition Induction process Constructive feedback Review/Explore/Agree SMART objectives A Modern Framework for Governance

  18. …..and thanks for listening Alan Frost Discussion

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