Chapter 4 Flashcards
Corporate Governance Framework
Rules and practices that ensure accountability, fairness and transparency in a company’s relationship with stakeholders
UK Levels of Governance
- Legislation (Companies Act 2006)
- Regulation (LSE, FCA)
- UK Corporate Governance Code
- Equivalent approaches for non-LSE companies
Audit, Reporting and Governance Authority
ARGA is set to replace the FRC as part of UK government legislation
The Cadbury Report 1992
Introduced the first corporate governance code after corporate failures exposed weaknesses in financial transparency and internal controls
The FRC Mission
The Financial Reporting Council promotes transparency and integrity, set governance and stewardship codes
UK Corporate Governance Code 2018 Sections
- Board leadership and purpose
- Division of responsibilities
- Composition, succession, evaluation
- Audit, risk and internal control
- Remuneration
Chair’s role in a board
Lead board effectiveness, encourage openness and ensure balanced decision-making
The board and managing risks
Setting transparent procedures, overseeing interwoven controls and determining acceptable risk levels
“Going Concern” in Accounting
A company has the resources to continue operating indefinitely unless proven otherwise
Risk Management
- Assess principal risks and explain how they’re managed
- Monitor and review risk management and internal control systems annually
FRC Risk Guidance
- unite best practices for risk management
- encourage boards to address principle and emerging risks
- embed risk management in achieving business objectives
FRC Guidance on Audit Committees 2003
- manage non-audit relationships with audit firms
- oversee tender processes for external auditors
- ensure the external auditor’s independence and objectivity
FRC 2018 Board Effectiveness Guidance
- leadership and responsibilities
- succession and evaluation
- audit and risk control
International Corporate Governance Codes
Germany : Deutscher Corporate Governance Kodex
Australia : ASX Corporate Governance Principles
OECD : Southeast Asia Corporate Governance Initiative
Sarbanes-Oxley Act
Focuses on auditor independence, corporate responsibility and enhanced financial disclosures
Section 302
- signing offices must certify responsibility for internal controls
- internal controls must ensure material information is disclosed during report preparation
Section 404
The management and external auditors must report on the adequacy of internal financial controls
Companies Act 2006
Regulates
- company formation
- statutory reporting
- company meetings
- responsibilities of directors and officers
Companies House Functions
- incorporate and dissolve limited companies
- examine and store company information
- make this information available to the public
What is required for a company to gain legal recognition?
Registration with Companies House
Private Vs Public Companies
- private companies can be formed by individuals meeting basic registration requirements
- public companies must issue shares to the public and have at least £50k in allotted share capital
Registration Document Information
- Company name
- Private or public status
- Member liability details
- Registered office location
- Statement of proposed officers
- Proposed articles of association
Confirmation Statement
- Registered office address
- Principal business activities
- Details about directors and company secretary
- Shareholders and share capital information
How often must a confirmation statement be delivered to Companies House?
At least once every 12 months, with a 28-day window from the ‘made up date’