8/10/2019 The Cadbury Code of Best Practices Had 19 Recommendations

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The Cadbury Code of Best practices had 19 recommendations. The recommendations are in the

nature of guidelines relating to Board of Directors, Non-executie Directors, !xecutie Directors

and those on "eporting and Control."elating to the Board of Directors these are#

The Board should meet regularly retain full and effectie control oer the company and

monitor the executie management There should be a clearly accepted diision of responsibilities at the head of a company,

$hich $ill ensure balance of po$er and authority, such that no indiidual has unfettered

po$ers of decision. %n companies $here the Chairman is also the Chief !xecutie, it is

essential that there should be a strong and independent element on the Board, $ith arecogni&ed senior member.

The Board should include non-executie Directors of sufficient caliber and number for

their ie$s to carry significant $eight in the Board's decisions.

(The Board should hae a formal schedule of matters specifically resered to it for

decisions to ensure that the direction and control of the company is firmly in its hands.

There should be an agreed procedure for Directors in the furtherance of their duties to

ta)e independent professional adice if necessary, at the company's expense.

*ll directors should hae access to the adice and serices of the Company +ecretary,

$ho is responsible to the Board for ensuring that Board procedures are follo$ed and thatapplicable rules and regulations are complied $ith. *ny uestion of the remoal of

Company +ecretary should be a matter for the Board as a $hole.

"elating to the Non-!xecutie Directors the recommendations are#

Non-executie Directors should bring an independent udgment to bear on issues of

strategy, performance, resources, including )ey appointments, and standards of conduct.

The maority should be independent of the management and free from any business or

other relationship, $hich could materially interfere $ith the exercise of their independent

udgment, apart from their fees and shareholding. Their fees should reflect the time,$hich they commit to the company.

Non-executie Directors should be appointed for specified terms and reappointment

should not be automatic.

Non-executie Directors should be selected through a formal process and both, this

process and their appointment, should be a matter for the Board as a $hole.

or the !xecutie Directors the recommendations in the Cadbury Code of Best /ractices are#

Director's serice contracts should not exceed three years $ithout shareholders' approal

There should be full and clear disclosure of their total emoluments and those of the

Chairman including pension contributions and stoc) options. +eparate figures should be

gien for salary and performance-related elements and the basis on $hich performance is

measured should be explained. !xecutie Directors' pay should be subect to the recommendations of a "emuneration

Committee made up $holly or mainly of Nonexecutie Directors.

"eporting and Controls the Cadbury Code of Best /ractices stipulate that#

%t is the Board's duty to present a balanced and understandable assessment of the

company's position.

8/10/2019 The Cadbury Code of Best Practices Had 19 Recommendations

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The Board should ensure that an obectie and professional relationship is maintained

$ith the *uditors.

The Board should establish an *udit Committee of at least three Non-executie Directors

$ith $ritten terms of reference, $hich deal clearly $ith its authority and duties.

The Directors should explain their responsibility for preparing the accounts next to a

statement by the *uditors about their reporting responsibilities. The Directors should report on the effectieness of the company's system of internal

control

The Directors should report that the business is a going concern, $ith supporting

assumptions or ualifications as necessary.