The Non-Executive Director is an independent individual and the UK Combined Code sets out guidelines on how this independence must be determined and maintained. The Combined Code has been adopted by the Irish Stock Exchange and applies to publicly-quoted companies. It is good practice for privately owned companies to adopt the same standards and very useful for Non-Executive Directors to be aware of this code.
Non-Executive Directors must not:
Have been an employee of the company in the last 5 years
Have had a material business interest in the company for the last 3 years
Receive income other than director fees
Participate in the company’s share option/performance related remuneration or pension scheme
Have close family ties with company advisers, directors or senior employees
Have conflicting cross directorships
Represent significant shareholders
Serve as a Non-Executive Director for more than 9 years with the same company
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