Corporate Governance Flashcards
To monitor management behavior.
Corporate Governance
Oversees the board
Responsible for hiring new CEO
Corporate Governance
The audit committee appoints and oversees the external auditor.
Corporate Governance
The compensation committee handles the CEO’s compensation package.
Corporate Governance
They require the board to be independent.
Corporate Governance
The package should ensure that the goals of management should match those of the shareholders.
Corporate Governance
Executive compensation should create an incentive for management to govern in a shareholder-friendly way that doesn’t sacrifice the long-term success of the enterprise for short-term gain.
Corporate Governance
They range from internal (Board of Directors- Audit Committee- Internal Control) to external (Creditors- SEC- IRS)
These influences should not be tainted by undue influence from management or have financial ties to management such as compensation-related duties
Corporate Governance
When management doesn’t act in the best interest of shareholders.
It can be alleviated by tying compensation to stock performance or company profit.
Corporate Governance
Management must submit a report on the effectiveness of Internal Control in the 10K.
Management must disclose significant Internal Control deficiencies.
CEO/CFO must certify that the financial statements comply with securities laws and fairly present the financial condition of the company.
Corporate Governance
Reliable financial reporting
Effective and efficient operations
Compliance
Corporate Governance
Integrity & Ethics Competence The Board of Directors & Audit Committee Management's Operating Style Organizational Structure Authority & Roles of Responsibilities HR Policies
Corporate Governance
A component of Internal Control that includes actions being taken to promote the control environment.
Corporate Governance
Control Environment Risk Assessment Control Activities Information and Communication Monitoring
Corporate Governance
Management must have access to relevant and timely information to make good decisions.
Corporate Governance