How not to be a non-exec — Newcastle International Airport v Eversheds
In Gateley’s last post, Frank Lewis explained the qualities and attributes of a good company chair and non-executive. Sadly not everyone manages to live up to these standards and the consequences for both the company and individual concerned can be significant — as vividly demonstrated in a case last year.
The case involved amendments to the service contracts of two executive directors of Newcastle Airport, in particular the addition of provisions entitling them to bonuses on a refinancing. Although the company had a remuneration committee made up of its five non-executive directors, the solicitors engaged to carry out the necessary work took their instructions from the executives themselves on the basis that the chair of the remuneration committee had authorised them to instruct the solicitors.
The final drafts of the amended contracts were sent to the chair for review, although it was not clear on the face of those documents exactly what amendments had in fact been made. The chair said she reviewed the contracts and signed them on the basis that they were in accordance with the principles agreed by the remuneration committee…
Click on the link below to read the rest of the Gateley briefing.
Sign in or Register to continue reading this article
It's quick, easy and free!
It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.Register now
Why register to The Lawyer
In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.
Identify the major players and business opportunities within a particular region through our series of free, special reports.
Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.
More relevant to you
To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.
News from The Lawyer
Briefings from Gateley
Two recent cases, both favourable to office-holders, have further developed guidance on compelling parties to produce information and documentation to insolvency office-holders
Statutory holidays to undertake voluntary work… so how does that not conflict with that other pledge – to ease the burden on business?
Analysis from The Lawyer
The Law Society recently published guidance to assist solicitors draw up Shariah-compliant wills, causing outrage in some quarters. Gateley’s Haroon Rashid explains the facts.