Commentary: Call to arms for BA non-executives

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The Independent Online
The reputations of the non-executive directors of British Airways have been damaged, along with the company's, over the diry tricks affair.

Led by Sir Michael Angus, the former boss of Unilever and current president of the Confederation of British Industry, they include Lord White of Hanson, Michael Davies of Calor, and Charles Price, the former US ambassador to the UK. All have much to lose, given their standing in the business community.

As non-executives they have the same duty in law as the executives, led by Lord King and Sir Colin Marshall. They all share responsibility for the stewardship of the company and therefore for transgressions by its staff.

The differences between the two groups of directors are that the non-executives rely on the executives for information, but unlike them they do not depend on BA for their livelihoods. They also have a supervisory role to the extent that they are expected - by the City - to make sure that the executives are not running the company more for their own benefit than for their shareholders'.

At the next board meeting they could ask Lord King, the chairman, and Sir Colin, the chief executive, when they first knew what about the campaign against Virgin Atlantic. They could also ask what happened since 12 December 1991. That is when Sir Michael received a letter from Richard Branson setting out his allegations. He passed the letter to Sir Colin, who replied saying they were 'wholly without foundation'.

They could also ask about the risks of further legal actions in the US or UK. For good measure, they could ask about the damage to BA's relations with MPs and other policy-makers in what is still a highly political business.

But if they want to restore their good names, and that of BA, they should simply ask for two resignations. If Lord King or Sir Colin knew about the dirty tricks they should go; if they did not they should have found out about them after Mr Branson's letter. They have behaved either badly or incompetently. Either way they cannot stay.

If the two bosses do not resign, the non-executives have no honourable option but to stand down themselves. A joint resignation would create uproar and signal to the world their disapproval of what has gone on.

If they do none of these things, shareholders should ask why they have been paying each of them up to pounds 50,000 a year. They would have failed in their job just when they were most needed, incidentally making an ass of the conventional wisdom about the desirability of non-executives recently enshrined in the Cadbury report. Is this how Sir Michael wants to be remembered?

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