Chapter 7 Flashcards
, our approach reflects our status as a regulated utility providing essential services and operating as part of the critical national infrastructure for the UK.
Severn Trent Water,
covers all types of risk including operational, financial, legal and regulatory.
ERM process
is integrated through a framework that is divided into three core pillars
Sustainability and responsibility at Tim Hortons
three core pillars:
individuals, communities and the planet
includes a structure and supporting processes for effective sustainability and responsibility governance and accountability, and is reviewed regularly.
Sustainability and responsibility policy
- governs sustainability and responsibility through the nominating and corporate governance committee of the board.
Board
Oversight activities include:
review of policy development; sustainability and responsibility strategies, including mitigation of risks; and organizational sustainability and responsibility commitments, goals and external reporting
resides within the Tim Hortons executive group.
Management accountability for sustainability and responsibility
Within the core department, ____ is managed actively and ______ is embedded into all departmental processes.
RISK
Risk Management
has overall responsibility for the risk management framework.
Corporate Committee
Risk Management Framework consists of three management levels at which risks are managed:
At the local level
At the committee level
Risks escalated by the corporate committee,
risk is managed and risk registers maintained by policy and operational teams and by project and programme teams across the department.
At the local level
risk is managed by the corporate committee. The committee maintains its own risk register and manages redrated operational risks within the corporate area.
At the committee level
investment committee, governance board and department-wide operational, delivery and strategic risks are managed by the executive board.
Risks escalated by the corporate committee
- covers a very wide range of topics, and risk management is an integral part of the successful corporate governance of every organization.
Corporate Governance
For instance, companies listed on the ________ have to be guided by the UK Corporate Governance Code (2016) published by the Financial Reporting Council.
London Stock Exchange
_________ is to facilitate accountability and responsibility for effective and efficient performance and ethical behaviour.
purpose of corporate governance
There are two main approaches to the enforcement of corporate governance standards. Some countries treat corporate governance requirements as
‘comply or explain’.
should be viewed as obligations placed on the board of an organization.
Corporate Governance Requirements
Reports on corporate governance standards, concerns and activities should be received at every board meeting, and these papers will often be presented by the company secretary. Such committees may include:
.
risk management committee;
audit committee;
disclosures committee;
nominations committee;
remuneration committee.
is ‘the system by which organizations are directed and controlled’.
Corporate Governance
is therefore concerned with systems, procedures, controls, accountabilities and decision making at the highest level and throughout an organization.
Corporate Governance
is concerned with the way that senior management fulfil their responsibilities and authority.
Corporate Governance
is concerned with the need for openness, integrity and accountability in decision making, and this is relevant to all organizations regardless of size or whether in the public or private sector.
Corporate Governance
is an international organization helping governments tackle the economic, social and governance challenges of a globalized economy.
The Organization for Economic Cooperation and Development (OECD)
is based on the evidence that good governance promotes success of organizations and society.
The approach in BS 13500
goes beyond the avoidance or mitigation of problems.
scope of the code
has produced guidance on corporate governance, and the focus of that guidance is on the effectiveness of the board.
London Stock Exchange (LSE)
is about the effective management of the organization and the appropriate responsibilities and the role of the senior managers and board members within the organization.
corporate governance
are centred on the board of the organization.
Governance activities
The corporate governance framework has two main components:
1) the responsibilities, obligations and rewards of board members; and.
2) the fulfilment of stakeholder expectations, rights, participation and dialogue.
The importance of board member responsibilities, obligations and rewards are emphasized and include arrangements for:
determining membership of the board;
accountability of board members;
delegation of authority from the board;
remuneration of board members.
• The responsibilities of board members must be fulfilled in five important areas
strategic thinking, planning and implementation;
corporate social responsibility;
effective management of risks;
audit and risk assurance;
full and accurate disclosure
OECD principles and the LSE corporate governance framework provide the overall requirements and framework within which corporate governance must be delivered.
OECD principles and the LSE corporate governance framework
play an important role in corporate governance.
Non-executive directors
will be a non-executive group and represents the third line of defence.
audit committee
has resulted in banks and other financial institutions reviewing their own corporate governance standards.
global financial crisis
is the largest financial services institution listed on the national stock exchange and is among the 30 most profitable financial services organizations in the world.
Bank
robust corporate governance arrangements are usually mandatory.
Government Agencies
corporate governance and risk management are designed to assist the organization to achieve its objectives, including commercial or marketplace objectives.
Commercial Organizations
is often seen by government agencies as establishing a framework of control that supports innovation, integrity and accountability and encourages good management throughout the organization.
Corporate Governance
activities within a government department, agency or authority will be the principles of public life, often referred to as the Nolan principles.
corporate governance
Nolan principles of public life
- Selflessness
- Integrity
- Objectivity
- Accountability
- Openness
- Honesty
- Leadership
- sets out policy on the identification and management of risks that it faces in the delivery of its objectives.
The risk policy of the Welsh Assembly Government (WAG)
has overall responsibility for the organization in terms of setting strategy and ensuring satisfactory governance.
BOARD
is the responsibility of the executive management, and top management.
Management of the organization
are members of the same board, this is referred to as a unitary board.
executive and non-executive directors
, and is referred to as the supervisory board.
non-executive directors
into separate committees is sometimes referred to as a two-tier board structure.
non-executive and executive directors
to be in place in charities and public-sector organizations.
two-tier board structure
- A good organizational structure supports the effective management of risk.
Governance structure
suggests that the term ‘interested party’ is preferred, but stakeholder is an acceptable alternative.
ISO Guide 83
defines a stakeholder as a ‘person or group concerned with, affected by, or perceiving themselves to be affected by an organization’.
ISO Guide 73
There will be a wide range of stakeholders in a typical organization that can be summarized as CSFSRS, as follows:
customers; staff; financiers; suppliers; regulators; society.
is a technique to ensure that an organization has the most effective and efficient processes and operations.
Business process re-engineering (BPR)
are the high-level collections of activities that are fundamentally important to the organization.
Core processes
Data for shareholders
- General
- Financial data
- Corporate governance and CSR
- Shareholder information
- Relevant news
- A clear statement of strategy and vision Corporate profile and principal markets.
General
- Annual report and financial statements Archived financial information for the past three years.
Financial data
- Information related to compliance with Combined Code Information on the company CSR policies.
Corporate governance and CSR
- Shareholder analysis by size and constituent Information on directors’ share dealings
Shareholder information
Access to all news releases and presentations Developments that might affect the share value.
Relevant news
to implement and maintain procedures that promote ethical business conduct
Rank policy
has a fraud and unethical business conduct whistleblowing policy which sets out the ways in which employees can voice their concerns about suspected fraud, corruption or unethical business conduct.
Rank
During the period under review two frauds came to light within the
Grosvenor retail casino business.
deliver stakeholder expectations and are related to the internal and external context of the organization.
Core processes
- can be defined as an event with the potential to impact the fulfilment of a stakeholder expectation.
Risk
classification of core processes as strategic, tactical and operational is acknowledged in
British Standard BS 31100.
set the future direction of the business;
Strategic perspectives
are concerned with turning strategy into action by achieving change;
Tactical perspectives
- are related to the day-to-day operations.
Operational perspectives
are assumed to underpin the other types of core processes.
Compliance processes
is also one of the fundamental requirements of the business process re-engineering (BPR) approach.
analysis of stakeholder expectations
can be one of the most robust ways of identifying risks.
Analysis of stakeholder expectations
can be a very timeconsuming exercise when undertaken thoroughly.
BPR
- need to be the most robust processes in the organization,
Strategic core processes