Business Ethics and Corporate Governance, Second Edition

NON-MANDATORY RECOMMENDATIONs

1. Chairman of the board: The chairman’s role should in principle be different from that of the chief executive, though the same executive can perform both the roles.

   In view of the importance of the chairman’s role, the committee recommended that a non-executive chairman should be entitled to maintain a chairman’s office at the company’s expense and also allowed reimbursement of expenses incurred in the performance of his duties, to enable him to discharge his responsibilities effectively.

2. Remuneration committee: A company must have a credible and transparent policy in determining and accounting for the remuneration of the directors. The remuneration package should be good enough to attract, retain and motivate the ...