9) King IV Flashcards
what are roles of the governing body?
- approve strategy and policy
- assume resp for org performance
- oversee strategy implementation
- ensure accountability
what are requirements for the integrated report?
- comply with legal requirements
- issue one at least annually
- ensure its integrity
how should composition of gov body be?
- diversity (skills, people, etc)
- majority NEDs
- minimum of 2 members (CEO and one other ED)
- succession plan
- member rotation
what are requirements for nominations?
- approved by board as a whole
- formal and transparent process
- background checks
nomination for re-election?
consider past performance, previous meeting attendance
what must happen upon election?
- letter of appointment
- induction
- training for those w limited experience
- regular CG briefings
how to do deal with independence?
- all members must submit declaration of interests at least annually
- declare conflicts of int at beginning of meetings
when is an individual not independent?
- significant provider of capital
- owns securities of material amt
- executive mgr/audit team member (3 years)
- professional adviser
- GB member of significant cust/supp
what are requirements of chair of GB?
- independent NED
- not CEO; not retired CEO until 3yrs pass
which committees can chair be part of?
all except audit committee
which committees can the chair be the chair of?
all except audit and social/ethics committees
what are requirements for lead independent?
must be independent NED
what are requirements for committees?
- at least 3 members
- has necessary knowledge and skills
what are requirements for audit committee members?
- all members = iNEDs
- chair = iNED
what does audit committee do?
- meet annually w auditors (no mgmt present)
- have necessary skills, knowledge
- oversee assurance and FS integrity
what are requirements and duties for nominations comm?
- succession planning of GB members
- evaluating gov body
- all members = NED, majority independent
what are requirements for risk gov comm members?
- majority NED members
what are requirements for remuneration comm members?
- NED but majority iNED
- chaired by iNED
what are requirements for soc/eth comm members?
- EDs and NEDs, majority NEDs
who evaluates performance of the GB?
- nominations committee
- at least every two years
who evaluates performance of the chair?
- lead independent
(or iNED if no lead independent) - at least every two years
appointment requirements for the CEO?
- appointed by gov body
- report to gov body
- succession planning
which comms should the CEO not be a member of?
- audit
- remuneration
- nominations
(can still attend meetings by invitation)
who evaluates CEO performance?
governing body at least annually
what are requirements for the approval of company secretary?
- appointed/approved by GB
- rem approved by GB
- removed by GB
who evaluates the company secretary?
- performance and independence
- governing body
- at least annually
voting on remuneration for NEDs?
must be submitted for approval by special resolution (75% or more) within 2 years preceding payment
who should oversight of internal audit be delegated to?
the audit committee
what is the CAE?
chief audit executive
what are requirements for the CAE?
- function independently from mgmt
- has authority + necessary competence
- is a NED
- have access to the chair
what are responsibilities of the GB for the CAE?
- approving appointment and remuneration
- removal
- monitoring of int audit
who should the CAE report to?
chair of audit committee
how often should the GB have a review of internal audit function done?
- once every 5 years (at least)
- independent, external quality review
what should GB confirm with CAE?
confirm conforming to industry ethics code at least annually
how should GB handle stakeholder relationships?
have stakeholder-inclusive approach that balances needs, interests of material stakeholders in the best interests of the org over time
how long can a non-executive member serve on the GB?
more than 9 years after assessing that there is no interest that will influence/bias decision-making
what rights do the GB have regarding comm meetings?
- attend as an observer
- cannot participate
what does delegation of duties to comms mean?
delegation does not mean discharge of duty – GB is still accountable
who is required to have an audit committee?
any company which audits its FS
what do we look at for CEO’s ability to do her duties?
if they take up additional professional positions outside the org – look at time constraints and potential conflicts of interests
what are the general requirements for a company secretary?
- not be GB member
- report to the GB via the chair
- have necessary competence
what objectives must remuneration governance meet?
GB must ensure that remuneration is done fairly, transparently and responsibly and approve policy to achieve such
what is the purpose of assurance services?
to enable an effective control environment and support info integrity
what kind of approach should the GB take for stakeholders?
stakeholder-inclusive approach to balance the best interests of material stakeholders over time
