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Roles and Remuneration

This page is designed to heighten awareness within LINX members of the structure of the LINX Board, together with the roles and responsibilities of the non-executive directors, and to put this information into a historical context. It also covers the selection process and details of remuneration.

Non-executives of the LINX board typically work at member organisations. Although the person is elected to the board as an individual, they are taking time from their working day to attend to LINX business and most board members incorporate their role at LINX as part of their full time employment. There is a real benefit to the individual, as well as to their organisation, by being a LINX director in the status and insight it brings in being involved with the leading neutral Internet Exchange. As well as carrying considerable responsibility, for the director who adopts an active, effective role the position can be both challenging and highly rewarding.

LINX assumes the Board member has obtained necessary authorization from their employer to participate fully in the Board. The Board member’s participation is as an individual and not as a representative of their employer.

LINX will communicate directly with the Board member, not the employer, regarding all Board matters.

Board Structure and Activity

A board of a company typically consists of two or more executives with a number of non-executive positions. Various sub-committees, such as remuneration and audit, would often be formed from these people. This structure is not entirely appropriate to LINX due to its standing as a not-for-profit mutually owned organisation. However, some valid comparisons can be made with other similar and dissimilar organisations. Various codes have been produced and a wide range of research has been conducted into this subject and there are links in the further reading section.

The structure and operation of the LINX board has remained largely unchanged since September 2000 when circumstances resulted in the separation of the CEO and Chairman roles. This structure, which is explained below, was most recently reviewed and ratified at a Board strategy meeting in June 2015, and followed in November 2015 by the appointment of an independent non-executive Chairman. In 2017 further consideration led to the proposal to appoint up to 3 executive directors, which was passed by the LINX membership in November 2017.

The LINX board consists of the independent non-executive Chairman, a full time CEO, six people elected by the members as non-executives and up to three appointed executive directors. Elections for the non-executive directors are run annually in accordance with the MoU and Articles of the Company (see Further Reading). The officers of the Company, as deemed appropriate by the board members, are decided and elected by the board following each election. This normally consists of a Vice Chairman.

The above process has been deemed appropriate where a Board has been elected by the members and may not have a complement of people with balanced skill sets and experience.

Aside from fiduciary duties associated with an office of the Company, the Chairman takes first responsibility for the HR and other requirements of the CEO and leads his/her annual appraisal.

Terms of Reference for Board members, their Biographies and their Declarations can be found in the Further Reading section of this document.

Responsibilities and Risks

LINX board members are directors of the Company and therefore take on responsibilities and risks as individuals just as they would any other directorship. However, there is no statutory definition of a non-executive. The responsibilities include statutory items such as the filing of accounts and annual returns as well as all activities of the business. Ultimately, each director is responsible for any and all of actions the Company makes and has to comply with the duties of an executive director as established under common law and case law, such as the duty to exercise care, skill and diligence.

Alongside this, there is also a certain level of risk associated with a company of LINX’s size (70+ staff, turnover of around £20M  and cash reserves often in excess of £10m) and the business area it operates in. The failure of the Company to act within the Companies Act 2006 can result in prosecution for directors. They also face the risk of personal litigation by any party, including the Company itself, that believes they have reason to bring such an action. LINX takes out certain insurances to protect its officers but these do not protect the directors in a personal capacity in all circumstances.

Having said that, there have been no incidents of attempted prosecution of any of the directors of LINX or fines for late filing of information at Companies House.

Board meetings are fairly tightly controlled, with regular meetings combined with a consistent high level of reporting. The meetings, aimed to last for 2-3 hours, are generally held in on-line or in the London office of the company as well as at least one visit per annum to the Peterborough office. Typically, eight to ten meetings are held per year. Directors are expected to attend all board meetings, although in practice this may not be possible.

The content of the reporting to the Board is under continual review to ensure the appropriate level of detail, supporting information and transparency are provided. The minutes of each Board Meeting are published on the the LINX portal, making them available to all members. Certain subjects that are deemed sensitive, such as individual HR matters, are omitted from the published minutes. The information at each meeting typically includes reports on or by:

  • CEO
  • Financials
  • Admin
  • Technology
  • Marketing & Business Development
  • Public Affairs

As well as a number of key performance indicators comprising of graphs and stats showing metrics such as network traffic, the CEO provides a report containing a summary of topics and decisions taken from each meeting back to the Management.

Directors are expected to read CEO’s summary report and any specific papers prior to board meetings. A time guide for the publication of reports to the board, actions from any party (including the board and the management) and a protocol for dealing with matters has been adopted.

In addition to board meetings, management staff of LINX and in particular the CEO may have meetings of varying length with individual board members to cover specific issues such as statutory, accounting, technical and human resource. Increasingly, Board sub-committees are used to deal with such matters. Other communications are affected as required via email, individual voice conversations and via conferencing. The Chairman maintains a more one to one relationship with the CEO and becomes the first port of call for some issues.

In a typical year a non-executive board member may be expected to spend on average, a time commitment of approximately 24 days per year:

  • Board meetings (typically in London): 8 to 12 days per year
  • Subcommittee meetings: 4 half day meetings per year
  • LINX member meetings: Three meetings a year which are one to two days.
  • Other ad hoc meetings (induction, appraisals, staff meetings, etc.) and outreach work.

In addition to the above the Chairman will perform the appraisal of the CEO, alongside other board member(s), and may attend offsite meetings for business planning.

Terms of Reference




Change Log & Resources

Grahame Davies, LINX Chairman to 2014

  • First published: December 2006
  • Updated in 2007 with new remuneration details
  • Updated again in 2008 with new remuneration details
  • Updated again in 2009 with new remuneration details
  • Updated again in late 2009 to move the remuneration details into a separate document, and to update various aspects of the text
  • Updated in March 2016 to update some aspects of the text.
  • Updated in July 2016 to fix broken links.
  • Updated in December 2017 to cover the changes approved to the Articles in November 2017.
  • Updated in March 2018 to adapt to new website format and structure.
  • Updated in March 2019 to cover changes to new Board structure
  • Updated in April 2024 with most recent Board remuneration and brought statistics and practices up to current.

External Resources

Those who wish to know more about companies and directors should browse and and in particular the Codes and Best Practice documents that can be found at

DTI Review of Non-Exec Directors – the Higgs Report

The Combined Code – principals of good governance and code of best practice. (Combines the Committee of Corporate Governance’s Final Report and the “Greenbury” and “Cadbury” Reports)

Independent Remuneration Services – commercial services exist for the setting of remuneration plus reports and surveys.

Board Remuneration

Remuneration for LINX Board members from 1st January 2024

Elected Non-Executive Directors

  • Annual remuneration for elected non-executive Board members, payable monthly in arrears: £18,601
  • Remuneration for Additional Work £590 per half day, or pro rata, as it arises
  • In the event that there is no appointed Chairman, one of the elected Board shall be acting Chairman
  • Annual remuneration for the acting Chairman, payable monthly in arrears: £37,191
  • A cap on Additional Work for the acting Chairman at 10.5 days
  • A cap on Additional Work for non-executives at 6 days

Note: these fees were approved at the general meeting held at LINX120.

Appointed Independent Non-Executive Chairman

The Appointed Independent Non-Executive Chairman is compensated £68,343 per annum for 2024, following the decision by the LINX board  in January 2024, on the mandate given by LINX members at the EGM in November 2024.

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