Changes

In the United Kingdom independent directors are usually known as non-executive directors to distinguish them from the executive – those people charged with actually running the company on a day-to-day basis - but Gerry Brown usually refers to them as independent directors, a phrase which is common in other parts of the world. Initially, I found the phrase somewhat unusual but as I read ''The Independent Director'' I came to prefer that usage as it stresses what the director must be above all else – independent and able to stand back from the management of a business and view what is happening and what is planned with a dispassionate and critical eye. There's little in the way of training and it can be argued that no one is actually qualified to do the job, but Brown's book is as good as you're going to get in terms of spelling out the responsibilities and pitfalls.

For anyone unsure of how companies work at board level Brown delivers the information in a clear and unpatronising way. The niceties of the relationship between the Chairman (usually an independent director) and the Chief Executive Officer are explained by examples from various companies. The ideal is when a CEO feels that the chairman as someone who can help them. The worst situation is when the chairman is ruled by the CEO. It's clear that the chairman needs considerable skill as a diplomat and courage when it comes to some unpleasant tasks. The independent director is there to challenge and stretch the executive without allowing an 'us and them' atmosphere to prevail: the chairman could well have the fate of the CEO and the organisation of succession in his hands.