For running the concern of companies, particularly big and public companies we need efficiency, transparence and answerability. Corporate administration is the procedure to command and to direct the companies for long term consequences[ 1 ]. There has been many ways to accomplish this via good corporate administration but failure of some large companies raised assorted inquiries and issues. One of these large corporate failures is the prostration of Enron, a successful company in the United States. ‘Enron Corporation ‘ was a symbol of success in the market and when it collapsed in 2001 the relevant regulative organic structures in the US decided to look in to the grounds of failure of this elephantine company. In the UK the authorities Internet Explorer Department of Trade Industry decided to look in to the grounds why such a successful company failed and to avoid such corporate catastrophes in the UK[ 2 ].There were many grounds for the prostration of Enron but one of the major concerns was the function Non-Executive Directors. For this intent Sir Derek Higgs was appointed to reexamine the function of NEDs and how to do the NEDs more effectual and better the corporate administration[ 3 ].
The recommendations made by Derek Higgs are called ‘Review of the function and effectivity of non-executive manager ‘s[ 4 ]. As the name of the reappraisal suggest at that place has been strong accent on the function of non-executive managers. Higgs has called the NEDs as the “ keepers of the administration procedure[ 5 ]“ . Most of the Higgs work has been dedicated to the function of NEDs and it appears that full clip executive managers will be supervised by portion clip NEDs[ 6 ]. This is why some bookmans criticise the Higgs reappraisal for the fact that it has placed excessively much trust on the Non-executive Directors.
However deeper grasp of the Higgs reappraisal reveals that it non merely attaches excessively much importance to the non-executive managers but other of import affairs of corporate administration has been taken in to account every bit good for accomplishing better consequences.
Therefore Higgs reappraisal non merely emphasises on the importance of non-executive Directors but has made recommendation about audit commissions, institutional stockholders, the function and separation of president and CEO. One of the salient characteristics of the Higgs reappraisal is that the it provided a definition as to what represent “ independency ” for the intent of naming a non-executive manager and president, and what is meant by independent manager. The Higgs farther suggest that there shall be a senior independent manager to look after the issues of institutional stockholders. Higgs farther emphasised on the separation of the function of president and main executive.
In this essay the function of non-executive managers has been critically analysed and it has been tried to look in to the Higgs recommendations that how far the Higgs reappraisal has been successful in doing NEDs effectual in accomplishing good corporate administration. The essay will besides take in to account whether the Higgs recommendation is merely approximately NEDs or does it take other constituents of the board of corporate administration in to considerations as good. Therefore the essay will seek to happen out what are the other parts made by the Higgs reappraisal. The essay will besides appreciate some of the chief jobs of corporate administration. It will analyze the jobs faced by non-executive managers and will seek to do recommendations consequently. It will besides seek to look what could be the manner in front for the non-executive managers in the hereafter. Furthermore the essay has besides tried to appreciate other assorted reappraisals and recommendations made at different times in order to hold a comprehensive argument on the function and effectivity of the non-executive managers and to analyze whether the Higgs Recommendations are in line with other recommendations. The essay will besides be looking in to the ‘Walker reappraisal ‘ made in 2009.
For the intent of citing, attempts have been made to follow the new guidelines provided by OSCOLA for legal research[ 7 ].
Voluntary attack of “ Comply or Explain ”
The regulations to be followed by the companies in the UK are soft Torahs and are based on the rule of ‘comply or explicate[ 8 ]. Harmonizing to this attack the companies shall either follow the codification of on corporate administration otherwise explain the ground why the company has non complied with the codification. Harmonizing to Higgs the principle of this attack is that it provides flexibleness and intelligent discretion to the companies.
However in the United States of America after the prostration of Enron US Sarbanes- Oxley Act in of 2002 was passed and it applies to all US and non-US companies. Under the Act, companies are required to register periodic studies with the Securities and Exchange Commission. This attack is different from the UK attack of comply or explain, as under the US 2002 Act failure to follow with the relevant commissariats of Act is an offense[ 9 ].
The chief difference between the US and the UK attack lies in the effect of failure. In the UK, failure to follow with the “ UK codification of Corporate administration ” is non an offense while in the US it is offence to non to follow with the 2002 Act.
Some of the major jobs of Corporate Governance
Before looking in to the Higgs Recommendations and other recommendations it would be appropriate to appreciate some of the major and built-in jobs which exist or existed in the corporate administration in the UK and worldwide[ 10 ]. There are assorted concerns that need to be addressed by good corporate administration for the accomplishing better consequences. Some of the these jobs to be discussed in the undermentioned lines resulted in maltreatment and the prostration of major companies and hence made a manner for reform in corporate administration in the UK[ 11 ].
AGENCY COST PROBLEM
One of the jobs faced by corporate administration is the principal-agent job or bureau cost job. This impression is based on the separation of ownership and control. As the managers remain in charge of company ‘s fundss which make them the agents and the company and the company as principal of the agents i.e. managers[ 12 ]. There is likely- goon of the danger that the managers may in certain fortunes will be tempted to disregard the involvement of the company and work for their ain involvement. To avoid this clang of involvement between agents here the managers and principal, here the company, there is demand to necessitate agents to advance the success company, or in other words the success of the principal[ 13 ]. One of the other solutions to pull off the bureau cost job is to hold non-executive managers in the company.
Conflict OF INTEREST.
This is another job which needs due attending in the corporate administration argument. In many instances truenesss are compromised for personal benefits. In Enron the hubby of president of the audit commission received political contributions from the company[ 14 ]. Such unethical activities lead to procuring personal additions alternatively of giving precedence to the company personal businesss.
Transparency is one of the indispensable demands of good corporate administration but sometimes companies lie about their histories in for assorted grounds. One of such technique is called “ originative accounting ” . It is the disproof of histories figures[ 15 ]. The chief intent of this unjust pattern is to blow up net incomes and pull investing[ 16 ]. This can be seen in the instance of Enron where oblique histories showed tremendous net incomes while in fact this was non the fact[ 17 ]. Now in the US accounting frauds are regulated through the Sarbanes Oxley Act 2002.
The consequences of audit failures are really serious and in a large company like Enron they could direct daze moving ridges to the many states. This consequences non merely in corporate failures but diminishes the assurance of the investors on the scrutinizing profession. Failure by the hearers to happen deceitful activities may ensue in the maltreatment of company fundss and therefore may take to failure of the company[ 18 ].
DOMINANCE OF EXECUTIVE OVER NEDS
There have been many instances where the executive managers have been dominant over the non-executive managers and so non-executive managers lack independency. This consequences in deficiency of monitoring of the executive managers. This was seen in the instance of Enron and Parmalat[ 19 ]. In Parmalat the manager was non independency while in Enron the executive were dominant over the non-executive managers.
Wage WITHOUT CONSIDERATION TO PERFORMANCE
In many instances executive are paid really high wages and fillips without any considerations to their public presentations. Or in other words they are paid inordinate wages. These inordinate wages gave birth to the ill-famed term of ‘fat cat ‘ originating from British Gas where executive were paid overly[ 20 ]. Because of public and stockholders outcry in 1995 the Greenbury commission was formed to look in to the managers wages. Greenbury recommended that wages must be linked to public presentation[ 21 ]. Recently MG Rover, a instance of corporate prostration, one of the manager received $ 40 million in footings of rewards and pension during his clip in the company while an enquiry held that the company was enduring from misdirection but the managers pay was inordinate. In this instance four of the managers were banned from going managers of the company[ 22 ].
The place of CEO and Chairman are held by one individual
One of the jobs faced by companies is the concentration of the powers in the manus of one individual. In many instances one individual enjoy the powers of two separate places i.e. to work at the same as Chief Executive officer and president of the board[ 23 ]. The combination of these two of import place consequences in the concentration of powers in the custodies of one individual will take to mistreat of powers. This can be seen from the prostration of Maxwell Communications, where Robert Maxwell was in charge of two chief places[ 24 ]. Robert Maxwell held the places of Chief executive and president in Maxwell Communications from 1981till 1991[ 25 ]. He abused his powers and the consequence was the dirt was so large that his dirt at that clip was termed as the biggest dirt of the 20ht century. He stole about ?727 million from the pension financess of the companies he of which was charge as main executive and president[ 26 ]. Cadbury besides emphasised on the separation of powers at these two places and held at that place must a balance of powers between persons[ 27 ].
So these are some of the jobs of corporate administration and these affairs must the topic of uninterrupted reappraisal in order to understate the hazards of corporate failures.
Who are Non-Executive Directors?
Though the company is a legal entity in itself with its ain legal and fiscal rights and liabilities but it needs existent people to run and pull off the concern of the company[ 28 ]. The people who are responsible for the direction of the company are called managers of the company. Further under subdivision 154 of the ‘Companies Act 2006 ‘ it is a statutory demand for the company to hold a minimal figure of managers[ 29 ]. For a public company this demand is two people while for a private company it is one individual. Directors or the individual who manage, run and supervise the concern and minutess are normally divided in to two categories ; executive managers and non-executive managers[ 30 ]. There is a blunt different between the function of executive managers and non-executive managers. An executive manager is an employee of the company and allocates a batch of the clip to the twenty-four hours to twenty-four hours personal businesss and work of the company. While a non-executive manager is non the employee of the company and allocates relatively less clip to the personal businesss of the company. The nature and function of the non-executive managers is considered in the undermentioned lines.
Different Reviews and Reports on NEDs and a brief Back Land
As there are assorted recommendations, commissions studies and developments on the function of the non executive managers and it is worthy to look in to some of these commissions and recommendations.
Cadbury Committee 1992 and Non-Executive Directors
In order to better corporate administration and present more answerability to the council chamber, Sir Adrian Cadbury, in his recommendations ” The Financial Aspects of Corporate Governance ” recommended that in order to accomplish answerability in the council chamber there is demand for non-executive managers[ 31 ]. The function expected from the non-executive managers is supervisory in nature and therefore Cadbury commission recommended that non-executive managers are a tool to supervise executive managers[ 32 ]. Cadbury commission was non the first one to speak about the NEDs and the Bank of England has besides considered the function of Non-Executive Directors during and after the recession of 1980s[ 33 ]. However Cadbury commission presented non-executive managers as a solution for answerability in company board of managers and it appear it was the first clip there was strong accent on the assignment of the non executive managers[ 34 ].
The Cadbury Committee recommended that board of the company should hold sufficient figure of non-executive managers and they must be in a place to act upon the determination of the board[ 35 ]. It further recommended that non executive managers should be independent. It was the initial codification of pattern for good corporate administration and strongly recommended the assignment of non-executive managers[ 36 ]. Harmonizing to Cadbury NEDs have twofold duties, on the one manus to oversee the board and on the other manus if there is any danger of struggle of involvement, the non executive managers should be at the bow forepart to take the lead to decide the struggle[ 37 ].
Greenbury Committee 1995 and Non-Executive Directors
In response to stockholders and public concerns over the remunerating of the managers, the authorities set up a corporate administration commission to look in to the accusal of inordinate wages of executive managers. This commission was headed by Sir Richard Greenbury[ 38 ]. The commission recommendations were called, Directors Remunerations, Report of the Study Group, and made of import recommendations[ 39 ]. The 1995 commission recommended that there should non executive managers on wage commission of the company. The ground given by ‘Greenbury commission ‘ to hold non executive managers on the wage commission was that there is built-in struggle of involvement on the portion of the executive managers and non executive managers must look in to the affair of wages when the company has to do determinations about the wage of the executive managers[ 40 ]. This is another illustration which suggests the importance of the non executive managers in the corporate administration procedure.
Hampel Report 1995
It was one of the recommendations of the Cadbury Committee that there shall a commission to reexamine the effects of the Cadbury recommendations and do alterations where necessary[ 41 ]. Therefore in pursuit of Cadbury recommendations Sir Ronald Hampel chaired a commission and reviewed Cadbury and Greenbury recommendations and came with some new recommendations.
Like Cadbury and Greenbury Hampel besides emphasised on the importance of non-executive managers. Hampel farther provided that non-executive managers must hold a leader[ 42 ]. Harmonizing to Hampel non-executive must represent one tierce of the board and that they must be independent.
Restrictions of these recommendations
All these studies of corporate administration have made good recommendations about the non-executive managers but still there were some defect and restrictions in these studies. None of these studies and reappraisal has a clear and comprehensive counsel about the definition of independent non-executive manager. These definitions are non clear about the function of the non-executive managers. Neither of them clearly specifies the Numberss of non-executive managers. Further there has been a demand for a balance between executive and non executive managers but none of these reappraisals had a clear thought what should be a balance.
Due to these defects there was the demand a comprehensive reappraisal of the function of non-executive managers. The recommendations made by Higgs reappraisal are considered comprehensive though capable to unfavorable judgment from some quarters.
The Higgs Review 2003, ‘Review of the Role and Effectiveness of the Non-executive Directors ‘
Higgs Review is a really of import reappraisal and focal points on many facets of corporate administration and board effectivity. It was made in a reaction to the prostration of Enron and to further better the UK corporate administration model initiated by Cadbury study in 1992[ 43 ]. The Higgs Report included many of import recommendations about non executive managers, provided definition of independency, provided counsel for president[ 44 ]. It besides provided proposal for the revised combined codification. The recommendations were heartily welcome by the so authorities[ 45 ]. The chief intent of the Higgs commission was to reexamine the function of non-executive managers in the corporate administration procedure[ 46 ]. In order to measure and analyze the demand and importance of non executive managers and what skills they will convey in to the council chambers, it took Mr Higgs about six months to make these decisions[ 47 ]. In support of his recommendations sir Derek Higgs was reported stating that it will assist to halt ‘box-ticking ‘ attack towards conformity and will function for accomplishing best patterns in corporate administration[ 48 ]. It is nevertheless of import to retrieve that Higgs reappraisal was non about the non-executive managers merely.
The chief recommendations of the Higgs Review about non-executive managers )
Though Higgs study was non about non-executive managers merely but the importance placed by the Higgs reappraisal on the non-executive managers can be seen from the fact that it has called non-executive managers as the “ keepers of the administration procedure ”[ 49 ]. The ground given by Higgs in this respect is that concerns have adopted a complex form and it is non easy for the stockholders to do the company executive direction accountable[ 50 ]. It farther held that corporate failure are really hard to forestall and the hazard of failure ever exist but the presence of non-executive managers will understate that hazard[ 51 ]. Higgs reappraisal strongly back up the unitary or individual board system for the UK as against the two tier board system that exist in some of the European states. The Higgs consider that in unitary board the cognition and accomplishments of both executive and non-executive managers are combined[ 52 ].
The intent of this reappraisal was to convey strength to the quality, independency and effectivity of non-executive managers in the UK[ 53 ].
Definition of independency given by Higgs Review
One of the chief parts of the Higgs reappraisal is that it provided a definition that what is meant by independency. Chapter nine of the reappraisal has provided the definition which says that a non-executive manager is considered “ independent ” when he is independent in judgement and character and there are no relationships or fortunes which could impact manager ‘s judgement[ 54 ].
The reappraisal has made it clear what would be the fortunes or relationships which could impact the manager judgement and will impair his independency[ 55 ]. These are outlined in the undermentioned lines.
Where the manager is a former employee of the company until there is a oversight of five old ages after the employee has come to an terminal.
Where the manager has a stuff concern relationship with the company in the last three old ages.
Another facet that may impact the independency of the non-executive manager is where he has household ties with the company ‘s managers, advisers or senior employees.
A non-executive manager may non be considered independent where he has served for more than 10 old ages on the board.
Where the company pays to the managers remunerations other than manager ‘s fee or where the manager is member of the company pension strategy.
Where the manager is stand foring a important stockholder
These seven are the fortunes the being of which could impact the judgement of the managers. The reappraisal further provides that the board of the company in its one-year study should place the non-executive managers which it consider as independent. Further if any of the non-executive managers is considered independent in spite the fact there exist a relationship or fortunes so board must to give its ground that how the manager with the relationship or circumstance is independent. Higgs farther recommended that half of the board must dwell of the independent non-executive managers.
The function of non-executive managers under the Higgs Review
Chapter six of the Higgs reappraisal outlines the description of the function of non-executive managers for good corporate administration. The function given to non-executive managers consists of the of ; Strategy, Performance, Risk and People,
Scheme: That non-executive manager must constructively dispute and assist executive to develop proposals on scheme.
Performance: they must size up managerial public presentation in run intoing the agreed aims and proctor coverage criterions.
Hazard: Non-executive managers must fulfill on the unity of fiscal information and guarantee that the fiscal control and hazard direction system are robust and defendable
Peoples: With regard to people their function include to find the appropriate degree of executive wage, play a major function in naming and taking executive managers and in sequence planning.
Keeping the of import and alone function of non-executive managers, Higgs requires that non-executive managers should hold a strong personal and behaviour properties.
Furthermore Higgs recommends that non-executive managers must run into one time a twelvemonth and the one-year study must advert it. To strike a balance between executive and non-executive managers, Higgs recommended that half of the board must dwell of the non-executive managers.
Higgs reappraisal has taken the concerns of the stockholder in to account and recommends that a senior independent non-executive manager must be appointed who must go to meetings with stockholders on regular footing. The handiness of SID or senior independent manager will supply stockholders the platform to raise their concerns if any, against the board or direction of the company[ 56 ].
The standards of independency is non merely for non-executive managers but every bit applicable to senior independent manager and to the president every bit good[ 57 ].
The Tyson study 2003 “ the Recruitment and development of the non-executive managers ”
Higgs reappraisal was followed by the Tyson study “ the enlisting and development of the non executive manager[ 58 ]. Higgs Report has recommended that a group of concern leaders be formed to assist in analyzing the ways to convey gifted and outstanding campaigners with complementary accomplishments, experience and position to heighten board effectivity[ 59 ]. Therefore Laura Tyson was asked to take the group as recommended by the Higgs reappraisal. The Tyson study concluded the board effectivity has been enhanced by diverseness, accomplishments and experience of non-executive managers[ 60 ]. The study besides indicated the diverseness in the board has resulted in bettering the relationship with corporate stakeholders including employees, stockholders and clients.
Walker Review 2009
In 2009 the authorities initiated a reappraisal to look in to a administration affairs in banking sector including figure of issues, the executive wages, board effectivity, hazard direction, corporate administration and internal control. This was led by David Walker and was published in November 2009[ 61 ]. The reappraisal besides made recommendations about non-executive managers. The recommendations of the Walker reappraisal may be summarised in the undermentioned lines:
That there shall be a dedicated non executive manager who is supposed to concentrate on hazard merely[ 62 ].
That there shall be more preparation and concern consciousness Sessionss for the non-executive managers[ 63 ].
Walker reappraisal besides found that the non-executive managers in the large Bankss failed to decently oversee the executives[ 64 ].
Walker reappraisal farther found that non-executive managers devote excessively small clip yearly which is 20 to 25 yearss. Walker recommended it shall be increased to 30 to 35 yearss each twelvemonth[ 65 ].
Like the other reappraisals Walker reappraisal has its critics and it was criticised on assorted evidences[ 66 ]. One of the unfavorable judgments made on the Walker reappraisal was that some of the reforms suggested in the Walker were already existed. For illustration it recommended on hazard commission but at the same clip Northern Rock has a rick commission but its commission failed to debar the Northern Rock failure[ 67 ]. Over all nevertheless the Walker Review were appreciated particularly for the enhanced axial rotation of non-executive managers and has a important part in accomplishing good corporate administration[ 68 ]. Along with non-executive managers walker reappraisal besides emphasised on the function of president.
Arguments in Favour of NEDs
The function of independent and effectual non-executive managers has ever been recognised in the corporate procedure for accomplishing good consequences and public presentation. Harmonizing to Higgs reexamine the function of NEDs has two chief constituents. One is to supervise the activities of the executive and 2nd is to lend to the development of scheme[ 69 ].
Monitoring the executive direction ;
The function of non-executive managers has been recognised for bettering and supervising the internal direction and public presentation of the company. They keep watchfulness on the executives and seek to do certain the executives follow the proper processs[ 70 ]. The deficiency of supervising has in most instances resulted in corporate prostrations and hence executive demands to be supervised through the foreigner non-executive managers. Higgs has described this function of the non-executives as one of the two chief constituents of the function of the non-executive managers.
Before Higgs reappraisal at that place has been no counsel as to what is the function of non-executive managers with respect scheme of the company[ 71 ]. Higgs recommends that non-executive managers must lend to the development of the scheme and be in a place to dispute and inquiry if there is something to which they do n’t hold.
Non-executive managers have an of import function where there is a struggle of involvement between the executive and the company. They could assist in conflict direction and are expected to play a lead function.
Non-executive can pull concern
Normally companies with non-executive managers are considered to following with codification of good patterns and considered to be working in an efficient mode and therefore it will be pulling investors to put in the company and therefore non-executive managers are sometimes a beginning of pulling investor for the company[ 72 ]. Sometimes some of these non-executives managers are outstanding figures with sound accomplishments and therefore add farther acceptance to the name and repute of the company. While on the other side they will non merely pull investing in to the company but will play a function in the protection of the investors by effectual supervising.
Along with protecting investors non-executive managers are besides play an of import function in the protection of the involvements of the stockholder as good[ 73 ].
Arguments Against NEDs
There have been statements which criticise the non-executive managers for assorted grounds. These are discussed in the undermentioned lines.
One of the expostulations raised about the on-executive managers is that they are in most instances appointed by executives and this may compromise the independency of the non-executive managers while independency is an indispensable feature of the non-executive managers. In Some instances non-executive managers may owe their assignment to the executive friends in the company and therefore may non be in a place to dispute certain issues which they should.
Lack of Access to information
It is no more a secret that many corporate dirts happened because the non-executive managers had no entree to accurate and timely information, while the effectivity of the NEDs lies in the fact that they must hold entree to accurate and timely information[ 74 ]. However for information non-executive is dependent on executive managers and hence affects their credibleness.
One of the disadvantages advocated by the critics of the non-executive managers is that while non-executive managers spend less clip as compared to executive managers but their liability remains the same[ 75 ]. This is apparent from instance of Equitable life insurance where one of the non-executive incurred liability as a manager of the company.
No Statutory Definition on non-executive managers
One of the unfavorable judgments made about the non-executive managers is that there is no statutory definition[ 76 ].
Further non-executive managers must be independent but if they are non genuinely independent.
Dis-Unity of the board
Some of the critics argue that the presence of the outside non-executive manager will make disunity on the board and will ensue in the decrease of entrepreneurship of the company[ 77 ].
Furthermore the presences of the outside non-executive managers are considered a load on the company. While some critics of the position that non-executive may non hold the relevant accomplishments and experience required for the function and therefore will non run into the outlooks[ 78 ]. Sometimes the wages of the NEDs are non considered equal plenty. While some of the critics believe the that the clip spent by non-executive managers are non sufficient for their responsibilities while some of the NEDs might be working as managers of the other companies and there will be burden on them which will curtail their efficiency. It is besides of import to observe at that place seems no clear counsel as to how the responsibilities of the non-executive will be enforced and how NEDs are responsible to the stockholders. At the same clip there is no alleviation or counsel in instances where non-executive are non happy from the executive managers.
The manner frontward for NEDs
The demand and importance of non-executive managers is apparent from all of the studies and recommendations made boulder clay day of the month for accomplishing better corporate administration because from Cadbury study which started underscoring on the importance of NEDs boulder clay day of the month all of the studies have had some portion of it allocated to the function and importance of the non-executive managers. It is clip for the companies to recognize the importance of the NEDs non merely for the company but for the wider society every bit good. Though there is no denial of the fact that in the last two decennaries at that place has been a enormous betterment in the foundation and construction of the corporate administration and companies have benefited from it and hold made their construction better[ 79 ].
Therefore it is hoped that in the UK there will be farther work on the function of the non-executive managers and UK will be a prima sample and the remainder of universe must follow the suit.
From all the above treatment we come to assorted decisions. The assorted studies on the non-executive managers make it clear that they have an of import function in corporate administration. Since the Higgs reappraisal at that place has been a batch of consciousness about the function of non-executive managers. One of the important accomplishments of the Higgs reappraisal is the alteration in the listing regulations of public listed companies sing the non-executive managers. Higgs reappraisal placed deep accent on non-executive managers but it has in fact besides considered the other constituents of the board. Higgs reappraisal gave a definition what will amount to independence. It required that for effectual board the function and president must non be held by one person. It further recommended that there must be a senior independent manager ( SID ) . The senior independent manager was required to oversee the concerns of the of the stockholders. The standard for the independency must besides be met by president and SID. In Higgs reappraisal recommendations were besides made about the map of audit commissions.
Though ab initio Cadbury was the first one to emphasis on the function and importance of the non-executive managers but Higgs review played the function of clear uping many facets which has non been done earlier. The different reappraisals had been inquiring for a balance between executive managers and non-executive managers but it was Higgs reappraisal which provided that in order to acquire the balance right, half of the board must dwell of the non-executive managers.
Had there been effectual and independent non-executive managers many corporate prostrations might hold been either avoided. This particularly felt after the prostration of Enron in US and Parmalat in the Europe. Though the hazard of failure is ever there but the presence of effectual and independent non-executive managers can cut down the hazard.
The Higgs recommendations is non free from unfavorable judgment and one of the unfavorable judgments on Higgs is that it is soft jurisprudence, and still the opportunity it may non be followed in its true spirit and a mere account why it is non being followed will let the companies to avoid any punishment or liability. The chief unfavorable judgment over Higgs is that it has placed excessively much trust over non-executive managers. But as mentioned above this unfavorable judgment fails when we look in to the Higgs recommendations about other affairs including the function of president, senior independent manager and audit commission etcetera. Therefore it is non true that Higgs is all about the NEDs instead it has taken all of import facets of the board room in to consideration.
It is really unfortunate that NEDs are ignored but their function is remembered when something goes incorrect in the company. Further NEDs are every bit utile in medium and little household companies.
Though the assorted commissions have contributed a batch to the effectivity of the non-executive managers but there is still the demand for farther betterments. In this respect it is submitted there must be a statutory definition of non-executive managers. Sometimes non-executive managers hold more than one place by working in different capacities in different companies which affects their efficiency. Therefore it is recommended that there must be a bound on the place they can held. They need to apportion more clip. There need to be some mechanism through which NEDs must be enabled to implement their grudges ‘ , if any against the executive managers.
There must be some partial ordinances because codification of best patterns does non work all the times and it is recommended that there must be some sort of agreement in the nature of the US Sarbanes-Oxley Act 2002.
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