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Feature
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QCA Guideline
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Additional disclosure guidance
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The governing body must have all the appropriate skills available to it in order to make the key decisions expected of it.
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Recommendations for appointments to the board should be made by a nomination committee (or the board as a whole) and should be made after due evaluation.
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The names of the directors, accompanied by sufficient biographical details (with any other relevant information) to enable shareholders to take an informed decision on the balance of the board.
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Decision makers should be provided with the best possible information (accurate, sufficient, timely and clear) on which to challenge constructively recommendations made to them before making their decisions.
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The board should be supplied in a timely manner with information (including regular management financial information) in a form and of a quality appropriate to enable it to discharge its duties.
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The collective responsibility of the board requires all directors to be involved in the process of arriving at significant decisions.
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There should be a formal schedule of matters specifically reserved for the board’s decision.
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The number of meetings of the board (normally monthly) and of the committees and individual directors attendance at them.
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Ineffective directors (executive and non-executive) must be identified and either helped to become effective or replaced.
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All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance. The board should ensure planned and progressive refreshing of the board.
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The board should describe any performance evaluation procedures it applies.
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