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UK Code on SID

A4 Provision- directors of large companies to nominate independent NED as SID who Shareholders can approach to discuss concerns if normal communication route broken down.



What is the role of SID?

-Sounding board for chair


- Act as intermediary where other NEDs can express views / concerns which normal channels have failed to resolve

FRC guidance on role of SID in normal times

- act as sounding board for chair


- help chair formulate new ideas


- provide support for chair


- carry out annual review of performance of chair with other NEDs

FRC Guidance on role of SID in times of stress

- Work with directors, shareholders and Chair to resolve problem


- i.e when dispute between chair and CEO or when Shareholders/ NEDs have expressed concern not being addressed by chair.

SID and chairman

SID should support Chairman not oppose them. Good governance requires a united board

Criticisms of SID

- chairman should be able to resolve difficulties between comp and shareholders so position of SID not required


- position of SID as extra line of communication is more likely to be divisive for Board rather than conciliatory