The King II Report on Corporate Governance for South Africa - 2002 states that boards should comprise a balance of executive and non-executive directors preferably with a majority of non-executive directors.

The key attribute for any director is to make a meaningful contribution to the board's deliberations and have the time to do so. A non-executive director is an individual not involved in the day-to-day management of an organisation and not a full time salaried employee of the company or its subsidiaries.

The role and function of a non-executive director is increasingly onerous and demanding. Non-executive directors bring to a board an external judgement on issues of:

• Strategy
• Performance
• Standards of conduct

Courage, wisdom, integrity, good judgement, diplomacy and independence of mind should be the hallmarks of non-executive directors who always act in the best interests of the company.

South African law does not recognise the distinction between an executive and a non-executive director. Every director has a legal duty to act independently, in good faith, with due care and skill, and without any outside fetter or instruction.

SOURCENOTE: Institute of Directors of Southern Africa; www.iodsa.co.za

Services from Geordie van der Nest & Associates

Geordie van der Nest is a member of the Institute of Directors. He completed the Board Leadership Programme at GIBS,
the Gordon Institute for Business Science of the University of Pretoria. He can assist you if you need

Contact Geordie van der Nest & Associates if you need an Independent or Non-Executive Director or to discuss your particular needs regarding Director Development, Board Process or Gorporate Governance.