Although a lot of the "ideal" Board" criteria are aimed at listed and mature Companies, early stage Owner Director Businesses should also strive for "best practice" where possible and start out in the way they intend to continue.

• Government led reviews (Higgs Report) and the Combined Code on Corporate Governance recommend the appointment of at least two Non-Executive Directors to every board. To read the Combined Code (June 2006) on Corporate Governance go to this link:

• Smaller companies may judge that some of the provisions of the Combined Code are disproportionate or less relevant in their case. Some of the provisions do not apply to companies below the FTSE 350. Such companies may nevertheless consider that it would be appropriate to adopt the approach in the Code and they are encouraged to consider this.

This is the "ideal" Board for any company:

• Every company should be headed by an effective Board, which is collectively responsible for the success of the company.

• The Board should include a balance of Executive and Non-Executive Directors (and in particular independent Non-Executive Directors) such that no individual or small group of individuals can dominate the Board's decision taking.

• The Board should set the company's strategic aims, ensure that the necessary financial and human resources are in place for the company to meet its objectives and review management performance.

• The "ideal" Board should be simultaneously entrepreneurial and drive the business forward while keeping it under prudent control.

• The "ideal" Board is required to be sufficiently knowledgeable about the workings of the company, to be answerable for its actions, yet to be able to stand back from the day to day management of the company and retain an objective long term view.

• The "ideal" Board should be sensitive to the pressures of short term issues and yet be informed about broader long term trends.

• The "ideal" Board is expected to be focused on the commercial needs of the business while acting responsibly towards its employees, business partners and society as a whole.

• The "ideal" Board for companies of all sizes - start-up, early stage, mature and listed should have at least one Non-Executive Director because of the enormous benefits they bring.

• The roles of Chairman and Chief Executive should not be exercised by the same individual.

The "ideal" Board should also:

• Set itself regular performance objectives and regularly review its achievement against the objectives.

• Have a significant input to the company strategy and its development.

• Deliver robust and effective risk management.

• Have the correct balance of skills and knowledge to deliver against future strategies.

• Have effective communications internally and externally in particularly with the management team and the company employees.

• Be up to date with all regulatory legislation and market activity in particular competitive developments.

• Respond constructively and quickly to problems or crises.

• Have the appropriate subjects on the board agenda.

• Have effective board committees in terms of their composition and the ability to deliver against their objectives.

• Deliver good feedback to the management on its requirements.

• Have regular, well informed and constructive board meetings.

• Be well led by an effective Chairman who delivers relevant agendas in sufficient time for consideration by the other Board members.

• Have good, well managed shareholder relations via the Chairman.

• Have good relations within the board.

• Be an environment in which members can raise issues and concerns.

A Company's Non Executive Director(s) should:

• Be well prepared and well informed for each board meeting

• Attend board meetings regularly

• Devote time and effort to understand the company and its business

• Be prepared to travel and participate at events such as exhibitions outside the boardroom.

• Make strong contributions to board meetings especially on the development of strategy and risk management.

• Have used their own knowledge and experience to bear on company strategy

• Have effectively probed information and assumptions

• Be resolute in maintaining their views whilst constructively resisting pressure from others.

• Effectively follow up areas of concern.

• Have good relations with other members of the board, the co sec and senior management

• Continually refresh their knowledge and skills on corporate governance, financial reporting, the industry and the market.

• Communicate well internally and externally.

• Listen constructively to their colleagues.

A Company's Chairman should:

• Lead the board.

• Provide accurate and timely information.

• Communicate effectively to the shareholders.

• Maximises contribution of the Non-Executive Directors, ie coaching style.

• Set the agenda.

• Ensure sufficient time for the discussion of contentious issues.

• Referee.

• Be responsible for and identify the development needs of new Directors.

• Ensure there is an annual assessment of the board's performance and its individual members.

• Effect good dialogue between the Executives and the Non-Executive Directors.

• Consider and recommend the succession planning of board members.

• Ensure effective implementation of board decisions.

• Have a close working relationship with the Managing Director but challenging where necessary.

Evaluation:

• A Company's Board should undertake a formal and rigorous annual evaluation of its own performance.

• Chairman is responsible for addressing any weaknesses that the Board has identified.

Remuneration Committee:

• There should be a formal and transparent procedure for developing policy on executive remuneration.

• No director should be responsible for deciding his or her own remuneration.

Audit Committee:

• Should present a balanced and understandable assessment of the company's position and prospects based on sound systems of internal control.

• Regular monitoring of financial info, regular reviews of controls and audit function.

Nomination Committee:

• Should lead the process for Board appointments and make recommendations to the Board.

• Majority members should be independent Non-Executive Directors.

• Should regularly review size and strength of the board.

• Should give account of its activities in the Annual report.

Shareholder Relations:

• The Chairman, MD, Finance Director and Non-Executive Directors should have regular dialogue and meetings with shareholders.

• The Chairman is responsible for ensuring that the Board are aware of shareholder views.