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direct the affairs of the company, and it would be wrong to
downgrade, blur or cause confusion in the role they play on the
boards of their companies. If it is felt that a person can give some
specialist advice to a company but he does not wish to assume the
responsibilities of a director, then he can easily act as a
consultant or adviser without taking a seat on the board.
there is a case for saying that professional advice in particular
should come,
as it normally does, from a source independent of the
board and the company.
12.4
Indeed
The Committee would not like to encourage the practice,
which is sometimes thought to occur, of inviting persons of
distinction to joint the board of a company solely with a view
to enhancing the status of that company in the eyes of the general
public. It is thought equally undesirable that any person should
join the board of a company intending to take no active part in
its affairs but only in the hope of advancing his own personal
reputation. Nevertheless it was felt that conscientious non-executive
directors, particularly those with professional qualifications, can
perform a useful function in the system and that there is a real
danger that harsh penalties imposed upon all directors for failure
to comply with statutory requirements, such as the filing of annual
returns, in which a non-executive director cannot reasonably be
exepcted to take an interest, might well discourage capable persons
from accepting proper invitations. It is accepted that the nature
of a particular director's position is something that a court would
necessarily take into consideration when assessing the individual .
penalty. But even so it is thought that there may be a care for
exempting non-executive directors for initial liability in some
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