NON EXECUTIVE DIRECTOR / AUDIT COMMITTEE
Non Executive Director helps the company improving corporate credibility and governance standards functioning as a watchdog, and playing a vital role in risk management. Independent director plays an active role in various committees setup by company to ensure good governance. The audit committee plays a key role in assisting the board to fulfill its oversight responsibilities in areas such as an entity’s financial reporting, internal control systems, risk management systems and the internal and external audit functions.
SPRINGING DIRECTOR
So called springing non executive director in Russia is engaged in situations prior to structured finance, credit, real estate or securitization transactions. Therefore, quite often independent directors are utilized in special purpose entities which are also known as bankruptcy remote entities. Independent directors are not affiliated with the operation of such entities and are independent in order to make unbiased decisions regarding financial matters should the need arise. As an added layer of protection during high-value deals, lenders often require the boards of these SPEs to appoint at least one member with no ties to or interest whatsoever in the parent company. During votes, these independent directors might also serve as a buffer against the possibility of the board of a solvent entity filing for bankruptcy.
