30 MAY 1992, Page 22

CITY AND SUBURBAN

Come on my committee, Sir Adrian I'm going non-exec

CHRISTOPHER FILD ES

My next career move is to go non- executive. I do not think this has been done before in journalism, or not formally, or not before lunch. However, the non-execu- tive journalist is clearly the man of the future, and I look forward to turning up at Doughty Street for the monthly meetings. There, as chairman of the punctuation committee, I shall insist that our semi- colons are brought into line with the best modern practice; like this? Other papers, other committees — I shall spread my non- executive net wide, though charging extra fees for treks to publishers whose postal districts are in double figures. That can be arranged though the remuneration com- mittee, subject to the scrutiny of the audit committee, which I shall influence from my key position as chairman of the nomination committee, whose function is to choose all the other non-execs. These arrangements will save me the trouble of writing and of staying awake in the afternoon. I derive them gratefully from Sir Adrian Cadbury's committee, which has been applying them to companies in the lofty name of corpo- rate governance. Sir Adrian relies on direc- tors to keep each other in order, and on the Stock Exchange to keep them all in order, by making them say whether they comply with his code. I had rather hoped that the companies' owners might want to keep them in order, but Sir Adrian is not enthused. He waves away the idea that directors' contracts should need to be con- firmed by shareholders' votes. Boards should set pay, he says, and if shareholders don't like it they can always make a noise at the annual meeting. It will be too late and they will not have the information, but never mind. Directors will continue to receive large undisclosed benefits by way of pension contributions, and to arrange each others' final salaries so as to take the most out of the common fund. Sir Adrian does not say a word about it. I would pin less faith on a proliferation of committees and more on the sanction of disclosure, in the hope that the absentee landlords of British industry would be shamed into doing their job as owners.