In order to ensure that the board is able to carry out its assessment mandate independently from the management of the organization, a minimum threshold of independent directors must be respected. Similarly, we believe that directors serving on the Board for more than 10 years, even though they are considered non-independent, are able to provide a significant knowledge of the history of the company, a relevant experience, and depth to the board of directors. However, we believe that a maximum threshold of related or non-independent directors due to the duration of their relationship with the board should be fixed to avoid the dynamics of an “old boys club”.

The best practices entail that the board of an organization is made up of two-thirds of independent directors.
In addition, it is recommended that the board of directors of an organization discloses his relation to each Director and specifies what are the factors that would question the independence of a Director. This approach allows the company to rely on candidates whose experience and expertise are a contribution despite their relationship with the company.
Best practices entail the creation of nominating, governance, compensation (or human resources) and audit, that are solely composed of independent members.

It is worth noting that in Europe, it is common to see the presence of employees on the Board due to some legislation. We support such practices since the employees belong to the stakeholders in the corporate social responsibility performance. Interest groups are often categorized as non-independent Director of the Board.