Advantages of the company when choosing a member of the Association as Independent Director

Author: Carmen Seghete

Definition and role of the Independent Director

The Independent Director is a member of the Board of Directors who neither has nor has he/she had in the last five years any conflicts of interest, or material relationships with the company, the shareholders and the company’s management, except for the fee. Therefore, the Independent Director is the most objective director and his/her presence significantly improves the Board of Director’s effectiveness. The role of the Independent Director is to stop a Board decision which is unfavourable to the company, by informing the other directors in due time about certain aspects, helping them realize certain facts and thus prudently and wisely analyze the information.held.

The Independent Director has a fiduciary duty towards all the shareholders of the company to ensure the smooth running of the company he/she represents, and always acts in the interest of the company and of its shareholders.

The Benefits of appointing an Independent Director

I have encountered in many companies the tendency not to co-opt anyone from outside the company because “what does he/she know?”, or to appoint trusted “independents” having a long-lasting relationship with the company or with the main shareholders. This practice is used to ensure the control of a group over the company’s activity and, unfortunately, the “independents” are not too vocal in signalling the problems of the company or in finding appropriate solutions to render its business effective.

Choosing an Independent Director would bring the missing know-how to the company, would provide an objective overview on the activity and strategy of the company, would identify sensitive issues and would provide solutions, would encourage the promotion and employment of specialists based on objective criteria, would balance the existing strained relations helping the Board reach consensus, would discipline the discussions and would bring additional rigor, would provide a critical review of management performance and help the CEO prioritize their objectives.

Why choose any of us as Independent Directors?

Because:

• we have extensive experience of working in many Boards of Directors with different management teams
• we are able to integrate with any team
• we put the company’s interests first
• we are incorruptible
• we are available when you need us
• we diligently and responsibly analyse the company’s activity
• we prepare thoroughly for meetings and we attend them
• we dedicate time to supervise the company’s evolution and projects
• we are curious and challenge the management to self-improve
• we appreciate and analyze alternative proposals
• we are not afraid of debates
• we encourage a teamwork environment in the company based on trust, co-operation and responsibility
• we are well-known and have credibility
• we are connected to a network of valuable professionals

An Independent Director is contributing to company growth, both through participating in the decision making process and through extensive involvement in implementing the decisions taken by the Board. Involvement in the of decisions’ implementation mean that the Independent Director works hard between Board meetings. Our involvement means time and know-how dedicated to the company to increase its value.

December 2015