justification for the latter is that boards may not welcome
a top executive team with divergent views on important
matters. On the other hand, each executive director has a
responsibility to exercise independent judgement and to
be frank with the board – which a sensible board should
expect and welcome.
There is considerable variation within unitary board
arrangements. In the UK there is often an approximate
balance between executive and independent board
members: the UK Corporate Governance Code2 stipulates
that at least half the board (excluding the chairman in the
count) should be independent directors and that there
should also be a significant number of executive directors
on the board. In the US the traditional practice that the
chairman of the unitary board will also be the CEO is
diminishing in frequency so that it now applies only
to a minority of Fortune 500