Chapter 12- Corporate Governance Flashcards
5 sections of the UK Corporate Governance Code
Board leadership & Company Purpose Division of responsibilities Composition, succession & evaluation (Nomination) Audit, risk & Internal Control (Audit) Remuneration
do premium listed companies need to comply with UK Corporate Governance Code?
Principles√
annual report
√ how principles applied
√ provisions compliance & non compliance
Large private companies follow what code?
WATES code
Nomination- how frequent MUST NC evaluate the board?
ANNUALLY
Nomination- how frequently should directors be re-elected?
ANNUALLY
Nomination Committee- min. should how many NED?
> 50%
Audit Committee- min should how many NED?
100%, min 3 pax, 2 pax (small co.)
Remuneration Committee- min. should how many NED?
100%, min.3pax, 2 pax (small co.)
Chair of RC min. should served RC how many mths?
12 MONTHS
only ______ should be pensionable (NC)
basic salary
ind. provisions- should min. ❌ employee for __ yrs
5
ind. provisions- should min❌ material relationship ___yrs
3
ind. provisions-should min❌ BoD ___yrs
9
External audit role
opinion on how company complying with UK Corporate Governance code
AC responsibilty- board MUST manage ____+____
risk & Internal control, unless separate RC with INED/BoD