You are a non-executive director of GIGUS plc, a listed company. You joined the company 8 months ago and viewed yourself as very fortunate to obtain a role with this rapidly growing biotech company. The company has been performing well and the most recent trading update statement was met with much approval by market analysts and the company's share price rose accordingly. On the face of it, everything appears rosy. Robert, the Chief Executive, was recruited by the current Chairman two years ago and by all accounts is a big favourite with the analysts. The two of them had previously worked together at a smaller listed company.

However, the more time you spend at the company, the more you become concerned over the way it is run. The Chairman appears to be the Chief Executive's "poodle" and the board is actually run by the Chief Executive. The roles of Chairman and Chief Executive, although held by separate individuals and hence in accordance with the requirements of the Combined Code, are effectively held by the same individual. Furthermore, there is a lack of debate at board meetings, which in your eyes appear to be more of a rubber-stamping exercise rather than a forum to have some serious strategic discussions. You have heard rumours that your predecessor "resigned" because he was one of the few individuals to have challenged the Chief Executive. However, the official line is that he was a trouble maker and did not fit into the balance of the board. You also have concerns that the board papers are only sent out 5 days before the meeting, which in your opinion is not sufficient time to allow yourself and the other non-executives to thoroughly review them.