Compensation packages should be decided upon by a committee consisting entirely of nonexecutive directors.

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Earlier this month, it added two new independent nonexecutive directors and five additional members of the executive committee, which helps steer the company.

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When most big companies name outside directors (also known as nonexecutive directors), they tend to draw from a familiar pool of corporate luminaries close to home.

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As a result of the deal, Femsa will get 20% of Heineken Group to become the company's second-largest shareholder and attain the right to appoint two nonexecutive directors.

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The three independent nonexecutive directors are Italian, American and Australian.

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"People with past or present relations with the company hardly qualify as independent, but that is exactly what you find when you look more closely at the nonexecutive directors at many companies, " says Kapitan.

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Accolades to such companies as Aventis, the French pharmaceutical outfit, and Barclays, the British bank, that state the shareholdings of all directors, both executive and nonexecutive, in the annual report.

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