9) King IV Flashcards by Ethan Adams

what are roles of the governing body?

approve strategy and policy
assume resp for org performance
oversee strategy implementation
ensure accountability

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what are requirements for the integrated report?

comply with legal requirements
issue one at least annually
ensure its integrity

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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

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what are requirements for nominations?

approved by board as a whole
formal and transparent process
background checks

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nomination for re-election?

consider past performance, previous meeting attendance

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what must happen upon election?

letter of appointment
induction
training for those w limited experience
regular CG briefings

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how to do deal with independence?

all members must submit declaration of interests at least annually
declare conflicts of int at beginning of meetings

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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

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what are requirements of chair of GB?

independent NED

- not CEO; not retired CEO until 3yrs pass

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which committees can chair be part of?

all except audit committee

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which committees can the chair be the chair of?

all except audit and social/ethics committees

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what are requirements for lead independent?

must be independent NED

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what are requirements for committees?

at least 3 members

- has necessary knowledge and skills

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what are requirements for audit committee members?

all members = iNEDs

- chair = iNED

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what does audit committee do?

meet annually w auditors (no mgmt present)
have necessary skills, knowledge
oversee assurance and FS integrity

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what are requirements and duties for nominations comm?

succession planning of GB members
evaluating gov body
all members = NED, majority independent

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what are requirements for risk gov comm members?

majority NED members

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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