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Chapter 3




               For listed companies:

                    appoint appropriate NEDs

                    establish remuneration committee

                    establish nominations committee

                    establish audit committee


                    assess its own performance and report it annually to shareholders

                    submit themselves for re-election at regular intervals.

               NB All directors in FTSE 350 companies should be put forward for re-election every
               year


               1.2  Potential problems for boards

                    rely on management to report information to them allowing problems to be
                     obscured

                    A board that meets only occasionally may be unfamiliar with each other. This can
                     make it difficult for board members to question management.

                    CEOs forceful personalities exercising too much influence over the rest of the
                     board.

                    CEO's performance is judged by the same directors who appointed him/her
                     making it difficult for an unbiased evaluation.


               1.3  What is Diversity?

                             Diversity describes the range of visible and non-visible differences that
                             exist between people.

                             Managing diversity harnesses these differences to create a productive
                             environment in which everybody feels valued, where talents are fully
                             utilised and in which organisational goals are met.



















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