Chspter 6 - Time Committment

Question 1

Code H

Answer 1

NEDs should have sufficient time to meet their board responsibilities.

Question 2

Code provision 14

Answer 2

Requires board members’ attendance at individual meetings to be recorded in AR&A

Question 3

Issues with NED time committment

Answer 3

1. Overboarding (taking on too many board member roles) (FRC Guidance BE)
2. Insufficient time to prepare for meetings leading to ineffective challenge
3. Insufficient time to learn about the company

Question 4

Code provision 25

Answer 4

When appointing, board should consider other demands on directors time. Prospective directors should disclose significant commitments.

ADDITIONAL COMMITTMENTS SHOULD NOT BE TAKEN ON WITHOUT BOARD APPROVAL (reason for permission explained in AR&A)

Question 5

Who may consider adding a limit on number/scale of other appointments?

Answer 5

The nomination committee to address overboarding. (FRC Guidance)