THE vice-president of the Institute of Directors has called for the separation of the posts of chairman and chief executive in companies, in line with good practice recommended in the recent Greenbury Code Speaking at an Irish Association of Pension Funds seminar last night, Mr John Callaghan asked "How can a chief executive export to a board which he (or she) governs? How can a chairman look after the conflicting interest of a wide range of parties if such a person is not independent of management?
Mr Callaghan told the seminar, on the age of accountability, it was not the function of directors to manage or tell others how to manage. "But their policies, strategies and plans set the parameters within which management must operate.
Referring to the appointment of worker-directors to Irish State company boards, Mr Callaghan insisted it was their responsibility to act in the best interests of the company. "The observation of board confidentiality applies to worker-directors as to all the others, but sometimes you wouldn't believe it."
He added that, while worker-directors are elected by their colleagues, they cannot follow individual objectives or represent any particular group.
Mr Robert Woods, a partner in KPMG and the accountancy representative on the Pensions Board, said the usefulness of annual reports of larger pension schemes was soon to be enhanced.
A statement of practice would soon be issued, he said. He welcomed the proposals to give greater information on trustees and advisers. Much more information would also be given on investment targets and investment principles, the trustees' policies towards hedging, derivatives, stock lending and custodial arrangements, according to Mr Woods.