Please get in touch. . .
For more support on evaluating and developing your board's effectiveness, please contact:
Craig Scarr, Managing Partner, Governance, Risk and Internal Controls team, Mazars LLP
Andrew Baigent, Director General, Financial Audit, NAO
Glossary
Independent director: This is a concept set out within the
Combined Code, following the recommendation made in the
Higgs Report. Provision A.3.1 defines independence as follows:
The board should identify in the annual report each non-
executive director it considers to be independent. The board
should determine whether the director is independent in
character and judgement and whether there are relationships
or circumstances which are likely to affect, or could appear to
affect, the director’s judgement. The board should state its
reasons if it determines that a director is independent
notwithstanding the existence of relationships or circumstances
which may appear relevant to its determination, including if
the director:
• has been an employee of the company or group within
the last five years;
• has, or has had within the last three years, a material business
relationship with the company either directly, or as a partner,
shareholder, director or senior employee of a body that has
such a relationship with the company;
• has received or receives additional remuneration from the
company apart from a director’s fee, participates in the
company’s share option or a performance-related pay
scheme, or is a member of the company’s pension scheme;
• has close family ties with any of the company’s advisers,
directors or senior employees;
• holds cross-directorships or has significant links with other
directors through involvement in other companies or bodies;
• represents a significant shareholder; or
• has served on the board for more than nine years from the
date of their first election.
All of the above criteria, barring that related to representing
significant shareholdings, are relevant in the public sector
context (with some adaptation).
Accounting Officer: The senior official in the organisation
and he or she may be called to account in Parliament for the
stewardship of the resources within the organisation’s control.
Acting within the authority of the Minister(s) to whom he or
she is responsible, the Accounting Officer should ensure that
the organisation, and any subsidiary to it or organisation
sponsored by it, operates effectively and to a high standard
of probity.
Government Internal Audit Standards: The set of internal
auditing standards for central government, based on the
International Standards for the Professional Practice of Internal
Auditing issued by the Internal Audit Standards Board of the
Institute of Internal Auditors, the global professional body.
Where necessary, specific requirements or interpretations for
central government are made.
© Mazars LLP 2009/09 - 24106
This questionnaire seeks to highlight general issues relating to board evaluations and we have taken care in its
preparation. Mazars LLP, The Institute of Chartered Accountants in England and Wales and the Comptroller and
Auditor General, as head of the National Audit Office, cannot accept responsibility for loss incurred by any person,
company or entity as a result of acting, or failing to act, on any material in this publication. Specialist advice should
always be sought in relation to your particular circumstances.