Chapter 4 Flashcards
What is Corporate governance
Its a set of
- rules
- practices
- Process
By which a company is directed + controlled
What should the corporate governance aim to do?
- encourage employees to comply with these rules
- Act ethically and with integrity
- Be mindful of the planet
- try to positively contribute to the community company in
What are the board of directors
these are group of individuals that
- Highly qualified
- Much experience
They serve as advisors and provide oversight for public companies
What is the COB
This is the chair of the board
- They hold most power and authority within the BOD
What is a big difference for private and public companies
Private - Not requried to have a bod but would try to have an advisory board in place
Public companies have have a formal bod which are independent
What is the responsiblity of BOD
To make sure the senior management team makes decisions that maximize the value of shares purchased by the company’s investors,
What is senior management
these are indivuals that lead companies day to day oeprations
What does senior management do when decisions need to be made?
They bring recommendations to the board and they vote to accept or reject decisions. As they make sure they make decisions that benefit shareholders
What is a board committee
They are a smaller group of directors in charge of ‘sub-components’ of the overall boards responsibilities
What are examples of board committees
- Compensation committee
- Audit committee
What is the audit committee
These individuals oversee financial reporting and disclosure
What is a compensation committee?
They oversee how much the company should pay ‘senior management’
What are the 3 key groups in the system for ‘corporate governance’?
- BOD
- External shareholders
- Senior Management
How is the BOD selected?
They are selected by shareholders to represent them in company decision making.
They are selected through an AGM (annual general meeting)
what is one key thing BOD for?
They hire or fire the CEO to lead and drive the company
Purpose of CEO
They hire senior management to help them lead the company
What is the senior management teams purpose?
They set the
- Corporate stragety
- They also are responsible for the company day to day operations
what are external stakeholders purpose?
They buy shares in a company that helps grow the company with the capital
What do they expect from the company (‘external shareholders’)
They expect accurate and transparent financial reporting quarterly or yearly to see company performance + operations
What else does a ‘senior management’ need to provide for external shareholders?
They must also provide financial statements and management’s discussion and analysis (MD&A) for investors to understand the company’s performance.
what is an ‘MD&A’?
It explains a companies performance in greater detail
what is an AIF
Its a document that discusses the companies operations and future plans
what are the differences in corporate governance between public and private companies
Compliance with Securities Regulations
Annual General Shareholder’s Meeting (AGM)
Management’s Discussion & Analysis (MD&A) & Annual Information Form (AIF)
Board of Directors (BOD)
Independent Board Members
Chair of the Board (COB)
Audit Committee
Compensation Committee
Investor Relations (IR) Team
what are the difference in compliance with securities regulations between public and private companies
private: NOT REQUIRED; not listed in stock exchanges
public: MUST comply with regulations
what are the difference in annual general shareholder’s meeting (AGM) between public and private companies
private: NOT REQUIRED
public: REQUIRED
Q
what are the difference in management’s discussion & analysis (MD&A) and Annual information form (AIF) between public and private companies
private: NOT REQUIRED, but sometimes done for external stakeholders
public: REQUIRED
what are the difference in BOD between public and private companies
private: NOT REQUIRED, but often have advisory board of formal BOD
public: REQUIRED