Annual Report and Accounts 2016
The CBI Board is Chaired by the President and is constituted as a standing committee, with delegated authority of both the Council and the Finance & General Purposes Committee. It is responsible for all matters other than those specified for the Chairs' Committee and those retained by the CBI Council. The Board is to be the ultimate decision taking body on all operational, financial and governance aspects of the CBI.
Membership of the CBI Board is up to five Executive Directors (which must include the Director-General, and the Resources Director) and up to five non-executive directors. There must be a majority of non-executive directors. The term of appointment for non-executive directors to be for an initial three years, with the option of a further three-year extension.
One third (rounded up if not a whole number) of the CBI directors retire by rotation at each annual general meeting. This requirement is applied separately to the executive and non-executive directors. There is no maximum number of terms of office but in practice the intention is to permit non-executive directors up to two terms of three years each.
In line with the UK Corporate Governance Code, non-executive directors of the CBI Board provide constructive challenge, help monitor and manage corporate wide risk and provide guidance on CBI strategy.
Non-executive and executive directors on the CBI Board must demonstrate the CBI values of honesty, pride, impact and respect to the highest level. They must demonstrate behaviours conducive to effective decision making by the collective Board.