“On the subject of the board ensuring that directors have access to independent professional advice at the company’s expense, do you ask your directors to share with the board the advice they receive? Please explain the reasons for your reply.”
Our directors have sought independent professional advice twice in the last five years. On both occasions it was requested by an NXD, but shared with all directors as it was not confidential or personal to the NXD. In fact we had the lawyer meet with the Board collectively so any director could have asked questions. I would encourage a director to share that advice for the benefit of the Board as a whole, wherever practicable.
FTSE 100said
To date no one has ever taken this up. In the seemingly unlikley circumstance of a director seeking advice, having normally first sought agreement from the chairman, on a subject/issue we weren’t aware of, I wouldn’t expect the director to share the advice unless he/she felt it appropriate.
FTSE 250said
We ask that the director tells the board that they are taking advice and gives reasons for wanting the advice (unless the giving of the reasons would compromise the director) and that they get the advice as expeditiously as possible so as not to hamper the progress of the matter concerned, but in the procedure we have for getting independent advice we have not asked directors to share the advice they get.
FTSE 250said
I have had this situation arise in a previous company. The position I have taken and the one I currently articulate to my Board is that the Director has the right to seek independent professional advice, but if the matter is not confidential or personal to that Director, I would encourage him to share that advice for the benefit of the Board as a whole.
EX LISTEDsaid
We had no such requirement therefore it was down to the discretion of the director seeking the independent advice.
FTSE 250said
Putting to one side the independent advice that Board Committees receive (eg remuneration advice for the RemCo), in the appointment letters I have preapred over a number of years, which provide for Directors to be able to seek independent advice at the expense of the company, no one has ever taken this up. I certainly would not include any requirement for such advice to be shared. This would be up to the Director concerned and the circumstances under which he/she sought such advice.
Our directors have sought independent professional advice twice in the last five years. On both occasions it was requested by an NXD, but shared with all directors as it was not confidential or personal to the NXD. In fact we had the lawyer meet with the Board collectively so any director could have asked questions. I would encourage a director to share that advice for the benefit of the Board as a whole, wherever practicable.
To date no one has ever taken this up. In the seemingly unlikley circumstance of a director seeking advice, having normally first sought agreement from the chairman, on a subject/issue we weren’t aware of, I wouldn’t expect the director to share the advice unless he/she felt it appropriate.
We ask that the director tells the board that they are taking advice and gives reasons for wanting the advice (unless the giving of the reasons would compromise the director) and that they get the advice as expeditiously as possible so as not to hamper the progress of the matter concerned, but in the procedure we have for getting independent advice we have not asked directors to share the advice they get.
I have had this situation arise in a previous company. The position I have taken and the one I currently articulate to my Board is that the Director has the right to seek independent professional advice, but if the matter is not confidential or personal to that Director, I would encourage him to share that advice for the benefit of the Board as a whole.
We had no such requirement therefore it was down to the discretion of the director seeking the independent advice.
Putting to one side the independent advice that Board Committees receive (eg remuneration advice for the RemCo), in the appointment letters I have preapred over a number of years, which provide for Directors to be able to seek independent advice at the expense of the company, no one has ever taken this up.
I certainly would not include any requirement for such advice to be shared. This would be up to the Director concerned and the circumstances under which he/she sought such advice.