The issues that you highlight have been addressed in previous posts by a number of posters.
Perhaps, the most positive and productive way forward for the BOD (or any board for that matter) to address some of the issues that have been discussed can be found in the principles and recommendations (e.g. recommendation 2.3) that are outlined in the ASX Corporate Governance Council's document titled, 'Corporate Governance Principles andRecommendations' (4th edition Consultation draft).
(a) the names of the directors considered by the board to be independent directors;
(b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3but the board is of the opinion that it does not compromise the independence of the director,the nature of the interest, position, affiliation or relationship in question and an explanationof why the board is of that opinion; and
(c) the length of service of each director.
To describe a director as “independent” carries with it a particular connotation that the director is notaligned with the interests of management or a substantial holder and can and will bring anindependent judgement to bear on issues before the board.It is an appellation that gives great comfort to security holders and not one that should be appliedlightly.A director of a listed entity should only be characterised and described as an independent director ifhe or she is free of any interest, position, affiliation or relationship that might influence, or reasonablybe perceived to influence, in a material respect their capacity to bring an independent judgement tobear on issues before the board and to act in the best interests of the entity as a whole rather than inthe interests of an individual security holder or other party"
Examples of interests, positions, affiliations and relationships that might raise issues about theindependence of a director are set out in box 2.3. Where a director falls within one or more of theseexamples, the board should rule the director not to be independent unless it is clear that the interest,position, affiliation or relationship in question is not material and will not interfere with the director’scapacity to bring an independent judgement to bear on issues before the board and to act in the bestinterests of the entity as a whole rather than in the interests of an individual security holder or otherparty." (copied directly from p. 23)
Enjoy the rest of your week.
CGB Price at posting:
3.7¢ Sentiment: None Disclosure: Not Held