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cracker jackers > Code / FRC guidance > Flashcards

Code / FRC guidance Flashcards

1
Q

5 areas of UK CG Code

A
  • Board Leadership and Company Purpose
  • Division of Responsibilities
  • Composition, Succession and Evaluation
  • Audit, risk and Internal Control
  • Remuneration
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2
Q

Who is responsible for UKCG Code, and enforces it?

A

FRC

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3
Q

What to search in Code to find guidance on reporting on the code?

A

‘Reporting’

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4
Q

Re. UKCG Code, listed companies are required to make a statement on how they have: (2)

A
  • Applied the spirit of the principles
  • Complied with, or not complied with, the Provisions and supporting guidelines for the Code
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5
Q

What should justification for non-compliance with a provision do? (3)

A
  • Set out the background
  • Provide clear rationale for the action the company is taking
  • Explain the impact the action has had
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6
Q

What to search in Code to find guidance on overarching role of board?

A

‘role is to’

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7
Q

Which Code Principle is re. board composition?

A

Principle G

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8
Q

Which UKCG Code provision is re. exec Dirs vs NEDs?

A

Provision 11

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9
Q

What to search in Code to find summary of chair’s role?

A

‘chair leads’

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10
Q

Which provision is re. the independence of NEDs?

A

Provision 10

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11
Q

Which provision is re. the independence of the chair?

A

Provision 9

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12
Q

Which Provisions comment on need for separation of Chair & CEO, and roles

A

Provisions 9 & 14

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13
Q

What to search in Code to find guidance on SID?

A

‘senior independent director’

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14
Q

3 committees which must be established as per Code

A
  • Nomination committee
  • Audit committee
  • Remuneration Committee
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15
Q

What is the 4th committee that some board are expected to establish?

A

Risk committee

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16
Q

Which boards are expected to establish a risk committee?

A

Financial services sector boards

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17
Q

Which committee will normally undertake functions of risk committee when there is no risk committee?

A

Audit committee

18
Q

What to search in Code to find guidance on composition and role of nomination committee?

A

‘nomination committee’

19
Q

What to search in Code to find guidance on composition and role of audit committee?

A

‘audit committee’

20
Q

What to search in Code to find guidance on composition and role of audit committee?

A

‘remuneration committee’

21
Q

Which provision of Code states that CoSec should be appointed and removed by board as a whole?

A

Provision 16

22
Q

What to search in Code to find guidance on skills, experience and knowledge of board?

A

‘skills’

23
Q

What to search in Code to find guidance on diversity?

A

‘diversity’

24
Q

Principle and Provisions re. nomination committee/appointment process

A

Principle J, Provisions 17 & 20

25
Q

What to search in Code to find guidance on time commitments for board members?

A

‘of the time’

26
Q

What to search in Code to find guidance on open-advertising for appointment of chair?

A

‘open advertising’

27
Q

What to search in Code to find guidance on length of chair’s and NED’s appointment?

A

‘nine years’

28
Q

What to search in Code to find guidance on the need to refresh the board and ensure service length is not too great?

A

‘refresh’

29
Q

What to search in Code to find guidance on director re-election?

A

‘re-election’

30
Q

What to search in Code to find guidance on information available to the board?

A

‘clear information’

31
Q

Which two Principles of Code relate to business ethics?

A
  • Principle B - ‘directors must act with integrity, lead by example, and promote the desired culture’
  • Principle E - ‘policies and practices are consistent with company’s values… workforce able to raise matters of concern’
32
Q

What to search in Code to find guidance on board evaluation? (2)

A

‘appraise’
‘evaluation’

33
Q

What to search in Code and FRC guidance on BE to find guidance on professional development? (2)

A

‘develop’

34
Q

Principles and Provisions in Code re. fin. reporting

A

M, N & 27, 30

35
Q

Which Principle and Provision relate to engagement with the workforce?

A

Principle E, Provision 5

36
Q

What to search in Code to find guidance on internal control and risk management?

A

‘risk’ only in part 4

37
Q

Which Principle of Code is re. long-term viability statement?

A

Provision 31

38
Q

What to search in Code to find guidance on annual review of risk management/internal control systems?

A

‘review’ only in part 4

39
Q

What to search in Code to find guidance on whistleblowing?

A

‘raise’

40
Q

Which UKCG Code principle & provisions is re. Board’s engagement with shareholders and stakeholders?

A

Principle D, Provisions 3 and 5

41
Q

With regards UKCG Code, what is a ‘smaller company’?

A

A company who was outside FTSE350 for entirety of immediately preceding year

42
Q

What to search in Code to find guidance on avoiding rewards for failure?

A

‘formulaic’

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