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2022 - GAA II > 9) King IV > Flashcards

9) King IV Flashcards

1
Q

what are roles of the governing body?

A
  • approve strategy and policy
  • assume resp for org performance
  • oversee strategy implementation
  • ensure accountability
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2
Q

what are requirements for the integrated report?

A
  • comply with legal requirements
  • issue one at least annually
  • ensure its integrity
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3
Q

how should composition of gov body be?

A
  • diversity (skills, people, etc)
  • majority NEDs
  • minimum of 2 members (CEO and one other ED)
  • succession plan
  • member rotation
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4
Q

what are requirements for nominations?

A
  • approved by board as a whole
  • formal and transparent process
  • background checks
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5
Q

nomination for re-election?

A

consider past performance, previous meeting attendance

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6
Q

what must happen upon election?

A
  • letter of appointment
  • induction
  • training for those w limited experience
  • regular CG briefings
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7
Q

how to do deal with independence?

A
  • all members must submit declaration of interests at least annually
  • declare conflicts of int at beginning of meetings
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8
Q

when is an individual not independent?

A
  • 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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9
Q

what are requirements of chair of GB?

A
  • independent NED

- not CEO; not retired CEO until 3yrs pass

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10
Q

which committees can chair be part of?

A

all except audit committee

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11
Q

which committees can the chair be the chair of?

A

all except audit and social/ethics committees

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12
Q

what are requirements for lead independent?

A

must be independent NED

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13
Q

what are requirements for committees?

A
  • at least 3 members

- has necessary knowledge and skills

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14
Q

what are requirements for audit committee members?

A
  • all members = iNEDs

- chair = iNED

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15
Q

what does audit committee do?

A
  • meet annually w auditors (no mgmt present)
  • have necessary skills, knowledge
  • oversee assurance and FS integrity
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16
Q

what are requirements and duties for nominations comm?

A
  • succession planning of GB members
  • evaluating gov body
  • all members = NED, majority independent
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17
Q

what are requirements for risk gov comm members?

A
  • majority NED members
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18
Q

what are requirements for remuneration comm members?

A
  • NED but majority iNED

- chaired by iNED

19
Q

what are requirements for soc/eth comm members?

A
  • EDs and NEDs, majority NEDs
20
Q

who evaluates performance of the GB?

A
  • nominations committee

- at least every two years

21
Q

who evaluates performance of the chair?

A
  • lead independent
    (or iNED if no lead independent)
  • at least every two years
22
Q

appointment requirements for the CEO?

A
  • appointed by gov body
  • report to gov body
  • succession planning
23
Q

which comms should the CEO not be a member of?

A
  • audit
  • remuneration
  • nominations
    (can still attend meetings by invitation)
24
Q

who evaluates CEO performance?

A

governing body at least annually

25
Q

what are requirements for the approval of company secretary?

A
  • appointed/approved by GB
  • rem approved by GB
  • removed by GB
26
Q

who evaluates the company secretary?

A
  • performance and independence
  • governing body
  • at least annually
27
Q

voting on remuneration for NEDs?

A

must be submitted for approval by special resolution (75% or more) within 2 years preceding payment

28
Q

who should oversight of internal audit be delegated to?

A

the audit committee

29
Q

what is the CAE?

A

chief audit executive

30
Q

what are requirements for the CAE?

A
  • function independently from mgmt
  • has authority + necessary competence
  • is a NED
  • have access to the chair
31
Q

what are responsibilities of the GB for the CAE?

A
  • approving appointment and remuneration
  • removal
  • monitoring of int audit
32
Q

who should the CAE report to?

A

chair of audit committee

33
Q

how often should the GB have a review of internal audit function done?

A
  • once every 5 years (at least)

- independent, external quality review

34
Q

what should GB confirm with CAE?

A

confirm conforming to industry ethics code at least annually

35
Q

how should GB handle stakeholder relationships?

A

have stakeholder-inclusive approach that balances needs, interests of material stakeholders in the best interests of the org over time

36
Q

how long can a non-executive member serve on the GB?

A

more than 9 years after assessing that there is no interest that will influence/bias decision-making

37
Q

what rights do the GB have regarding comm meetings?

A
  • attend as an observer

- cannot participate

38
Q

what does delegation of duties to comms mean?

A

delegation does not mean discharge of duty – GB is still accountable

39
Q

who is required to have an audit committee?

A

any company which audits its FS

40
Q

what do we look at for CEO’s ability to do her duties?

A

if they take up additional professional positions outside the org – look at time constraints and potential conflicts of interests

41
Q

what are the general requirements for a company secretary?

A
  • not be GB member
  • report to the GB via the chair
  • have necessary competence
42
Q

what objectives must remuneration governance meet?

A

GB must ensure that remuneration is done fairly, transparently and responsibly and approve policy to achieve such

43
Q

what is the purpose of assurance services?

A

to enable an effective control environment and support info integrity

44
Q

what kind of approach should the GB take for stakeholders?

A

stakeholder-inclusive approach to balance the best interests of material stakeholders over time

2022 - GAA II (21 decks)

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