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Senior independent director

Responsibilities of the SID

Reporting to:

The Non-Executive Directors, The British Standards Institution (‘BSI’) Board

Purpose of role:

The UK Corporate Governance Code requires that the board appoints one of the independent non-executive directors to be the senior independent director (“SID”). In addition to the general duties of a non-executive director as set out in the director’s letter of appointment.

Responsibilities:

Chairman

  • The SID will chair the nomination committee when it is considering succession to the role of chairman of the board.
  • The SID will meet with the non-executive directors at least once a year, without the chairman present, to appraise the chairman’s performance and on such other occasions as are deemed appropriate.
  • The SID will review the chairman’s annual evaluation feedback.
  • The SID provides a sounding board for the chairman.

Directors

  • The SID will act as an intermediary for the other directors.
  • The SID is available to other directors in order to address concerns that cannot be raised through the normal channels.

Key stakeholders

  • The SID will be available to key stakeholders if they have concerns which contact through the normal channels of chairman, chief executive officer or chief financial officer has failed to resolve, or for which such contact is inappropriate.
  • The SID will listen to the views of the key stakeholders in order to obtain a balanced understanding of their issues and concerns.

The SID is expected to assist in resolving significant issues between the chairman, directors and key stakeholders, for example:

  • in the event of a dispute between the chairman and the chief executive officer;
  • where key stakeholders or Non-Executive Directors have expressed concerns that are not being addressed by the chairman or the chief executive officer;
  • where the strategy being followed by the chairman and the chief executive officer is not supported unanimously by the board;
  • where the relationship between the chairman and the chief executive officer; is particularly close and decisions are being made without the approval of the full board; or
  • where succession planning is being ignored.