Senior independent director (SID) meaning

Quoted companies (other than investment companies) This checklist sets out the UK Corporate Governance Code expectations on the composition of quoted company boards, together with best-practice guidance from leading institutional investor representative bodies. It also draws on guidance from the Quoted Companies Alliance for small and mid-size quoted companies, and from the Association of Investment Companies for investment companies. UK Listing Rules Companies listed in the equity shares (commercial companies) category should confirm in their annual report, on a ‘comply or explain’ basis and by reference to a chosen date within the accounting period, whether they meet the following board diversity targets on gender and ethnicity: a minimum of 40% of the board should be women at least one senior role—chair, CEO, senior independent director (SID) or CFO—should be held by a woman at least one director should be from a minority ethnic background Reference: UKLR 6.6.6. 2018 UKCG Code No less than half of the board,...

This Practice Note reviews best practice guidance on relations and engagement between listed companies and their shareholders. It provides coverage and interpretation of the UK Corporate Governance Code (UKCG Code), overseen and maintained by the Financial Reporting Council (FRC), together with: the FRC’s Stewardship Code the FRC’s 2018 Guidance on Board Effectiveness the guidance on enhancing stewardship dialogue issued by the Chartered Governance Institute (CGI) the Stewardship and Voting Guidelines 2023 published by the Pensions and Lifetime Savings Association (PLSA) the Shareholder Voting Guidelines (available to purchase from PIRC website) (PIRC Guidelines) issued by Pensions & Investment Research Consultants Ltd (PIRC) the 2024 Benchmark Policy Guidelines published by Glass Lewis This Practice Note also assesses the particular role each of the Chair, the senior independent director (SID) and the non-executive directors (NEDs) should play in shareholder relations and engagement. It additionally considers guidance for the convening and conduct of general meetings (including the AGM), electronic communications and the annual...

This Practice Note Examines the provisions of the UK Corporate Governance Code (UKCG Code) concerning the governance function of the boards of companies with equity shares listed in the commercial companies category, and outlines the separate roles and accountabilities of the chair, the senior independent director (SID) and non‑executive directors (NEDs). It further addresses the UKCG Code’s expectations on board composition, including the notion of independence under the Code. A non‑executive director (NED) is not a statutory creation or requirement, yet the position is central to achieving sound corporate governance. The Companies Act 2006 (CA 2006) draws no legal distinction between executive and non‑executive directors. NEDs therefore carry the same duties, responsibilities and potential liabilities at law as executive directors. For guidance on these legal obligations and liabilities, and the benchmarks to which all directors are held equally, see: Powers, duties and liabilities of directors—overview. Nonetheless, NEDs serving on listed company boards do have particular functions and responsibilities within the corporate governance landscape as set out by the UKCG...