The Independent Board Director

The benefits of having non-executive directors on boards are many — if they are well-chosen, well used and well supported with information. Sadly, in a very high proportion of companies, these criteria are not fulfilled. Some companies, particularly small and medium sized, don't have non-executive directors. This practical, down-to-earth guide aims to help top management make the most of a valuable but under-used resource. It also provides advice for those people who would have much to offer as an NXD, but do not know how to secure their place on someone else's board.

1. So What Is a Non-Executive Director?
• What Do We Mean by 'Independent'?
• The Independent Director and the Shareholders
• What Are Independent Directors for?
• Why Do Companies Need Independent Directors?
• Summary
• References
2. Who Are These Independent Directors and What Do They Do?
• What Does an Effective Independent Director Do?
• Who Are These Independent Directors?
• The Ideal Independent Director
• Special Situations
• Summary
• References
3. Why Do People Become Independent Directors
• Why Do Talented Managers Become Independent Directors?
• Why Suitable Candidates Do Not Become Independent Directors
• What Background and Knowledge Should an Independent Director Bring?
• Measuring the Independent Director's Contribution
• Summary
• References
4. How Can Independent Directors Contribute More?
• Inducting the Independent Director
• What Can the Company Do To Train Independent Directors?
• Measuring Effectiveness
• The Board Meeting
• How Independent Directors Could Contribute More at Board Meetings
• Outside the Boardroom
• Summary
• References
5. What Are the Legal Responsibilities, and What Contract Should an Independent Director Sign?
• The Legal Responsibilities
• The Contract
• Summary
• References
6. Choosing and Using Independent Directors
• Defining the Role: What Precisely Do You Want the Independent Director To Do?
• Researching and Selecting Candidates
• Making the Approach
• Who Should Choose the New Independent Director?
• Summary
• References
7. How To Become an Independent Director and When To Stop
• How To Become an Independent Director
• When the Independent Director Should Resign
• Summary
• In Conclusion
• References

• Appendix 1: More Legal Background
• Appendix 2: A Recommended Letter of Engagement
• Appendix 3: The Survey

Debates the difference between Executive or Managing Director and Independent Director. A bit too anglo-saxon, but it is well written.