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Protecting investors from controlling shareholders

It is time to rethink the way independent non-executive directors are elected so that they can provide thoughtful and robust challenge to management in the boardroom.

The UK has recognised that controlled companies need to be approached in a different way from other companies and has adopted a mechanism where independent directors are separately approved by both a) all shareholders and b) just independent shareholders.

DISCUSSIONS on corporate governance, particularly in the aftermath of a corporate governance scandal, tend to focus on the non-executive directors, and in particular the role and performance of independent non-executive directors (INEDs).

The role of the INED came to the forefront with