Financial Reporting and Ethics - The Institute of Chartered ...

CORPORATE GOVERNANCErelationship with the company, a situation that could fetter orencumber their independent judgment;(d)(e)(f)(g)(h)Non-executive directors should neither participate in thecompany’s share option scheme nor be pensionable by thecompany;An appointment as non-executive director should be for aspecified period and re-appointment should be a product ofexcellent performance;It is for the entire board to decide the appointments of nonexecutivedirectors. These should be done through a well-definedformal selection process;Skills mix of executive non-directors should reflect the range ofthe competency needs of the company;Proper company and board orientation should be undertaken bynewly appointed directors and, where necessary, formal trainingaimed at making them effective in the discharge of their dutiesshould be given at company cost.11.9.6 The Role of Executive Directors(a)(b)There should be full and clear disclosure of directors’ totalemolument, those of the chairman and highest paid director,including pension contributions, stock options, where theearnings are in excess of N500,000;In the determination of their remuneration, executive directorsshould not play any active role.11.9.7 Compensation of Board Members(a)The remuneration of executive directors should not be fixed inthe shareholders’ meeting, but by the board;(b)(c)The remuneration should be recommended by the appropriatecommittees, wholly or mainly composed of non-executive /independent directors and chaired by a non-executive director;The following should be disclosed in relation to directors’remuneration:(i)(ii)(iii)Directors’ emolument and those of the chairman andhighest paid director;Relevant information about stock options and any pensioncontribution; andFuture service contract.229