Corporate Governance

Hello sir, I have questions with regard to Corporate Governance.

1. My dad me that directors service contacts should not exceeds “3” years without the approval of the shareholders.

But I read in the UK Corporate Governance Code that “The code provides that service contracts and notice periods should not exceed 1 year”.

Which is correct? Shouldn’t it be that directors service contracts should be 1 year long and the director should be subject to re-election by the shareholders in accordance with the Effectiveness section of the UK Corporate Governance Code?

2. How should directors remuneration be decided?

I know a remuneration committee should be set up with ONLY independent NEDs who set the remuneration of executive directors. The executive directors will set the independent NEDs remuneration or by a separate committee of the board.

I am a little confused with the following sentence under the Remuneration section.
“A significant proportion of executive directors’ remuneration should be structured so as to link rewards to corporate and individual performance.”

3. What is the responsibility of the chairman and the CEO?

Thanks!