2.22 All parties, including DfT, expected Metronet's shareholders to put in place corporate governance arrangements to ensure that the business ran effectively and to protect the shareholders' reputations. As beneficiaries of the tied supply chain, however, Metronet's shareholders lacked sufficient incentive to put in place a strong independent board structure that would protect Metronet's own interests. The following key flaws made it more difficult to tackle the poor performance of the tied supply chain and carry out effective programme management.
i The Holding Board which set policy and direction for both Metronet BCV and SSL contained representatives of all shareholders but no independent Chairman or other non executive directors until 9 January 2007.
ii There was a lack of continuity in senior management positions. Metronet had three chief executives in four years.
iii The Partnership Director, appointed by TfL to protect the public interest, foster good corporate governance and promote constructive working between London Underground and Metronet, was not invited to attend Metronet's Holding Board until 2006 and only then as an observer. Before this, she attended meetings of the two boards below the Holding Board.