Corporate Governance Flashcards
Board and senior management objectives on corporate governance
- set strategy and objectives
- Risk tolerance determined
- operate business
- protect interest of stakeholders
- safety and soundness of business
Corporate governance / board of directors
Does not support the board of directors remuneration
Two types of corporate governance structures
- Unitary Board
- Two Tier structure
Unitary board
One board of Directors
- Executive and non executive directors on single board
- Board elected by shareholders
Unitary board common in
US and UK
Two tier structure
Supervisory and managerial board separate
- Supervisory elected by shareholders
- Managerial board appointed by supervisory board
Two tier structure common in
Europe - Germany
Except Belgium
Management structures on compliance function
Matrix structure
Silo structure
Matrix Structure
- Powerful Compliance offer sits on board of directors
- Centralised compliance roles report to compliance officer
- business units may have compliance managers (report compliance officer )
Silo structure
- all business unit has completely separate compliance function
- Leads to replication of functions and could lead to inconsistency of reporting
BIS
Bank for International Settlements
Basel committee issues on Banking Supervision
- Board involved approving bank strategy
- Clear lines of responsibility
- Compensation policies consistent with bank objective
- Risks monitored that lack transparency
Board & Corporate Governance
- Board have overall responsibility
- Qualified and understand role
- Definite corporate governance practices
- Board of parent company overall responsibility for entities
Senior Management & Corporate Governance
Implement what the board sets out
Risk Management & Corporate Governance
- Independent risk function
- Risks should be identified and monitored
- Firm wide communication
- Board and senior management should effectively audit and control functions manage risk