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NEDs are subject to the accusation that they are staffed by an ‘old boys’ network and may fail to report significant problems and approve unjustified pay rises.
what exactly does the first line mean ma’am in this context? and how does it lead to unjustified pay rises?
The whole point of NEDs is that they are supposed to be independent – but how can they be if they are offered appointments by virtue of who they went to school/university with (look up meaning of “old-boy network” – e.g. here https://dictionary.cambridge.org/dictionary/english/old-boy-network).
Imagine the situation – director bumps into old school chum at this gentleman’s club “how are you old boy? Can I interest you in being a NED for my company? nice little earner for you … ” etc.
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