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BST > Governance > Flashcards

Governance Flashcards

1
Q

Areas to consider

A

Split NED and ED

Establishing audit committee

create internal aduit function

build responsibility for risk management into job descriptions

create framework to communicate with in and external staeekhodlers

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2
Q

What is corporate governance

A

set of rules that governs the structure

and determines the objectives of an organisation

and regulates the relationship between management, BOD and shareholders

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3
Q

Accountability and supervision is the concern of

A

corporate governance

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4
Q

What does the UK CG Code embody

A

shareholder led approach to CG

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5
Q

Who does CG code apply to

A

all companies with premium listing on LSE

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6
Q

What must companies with a premium listing do

A

apply main principals of CG code

Statement of compliance

explain non compliance

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7
Q

What are the key principles of CG code

A

leadership and company purpose

Division of responsibilities

Composition, succession and evaluation

Audit risk and internal control

Remuneration

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8
Q

CG code
Board leadership and company purpose

A

company should be headed by effective and entrepreneurial board

whose role is to promote LT sustainable success of the company

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9
Q

What is a BOD expected to do

A

ensure company generates value for SH and society

Lead by example

ensure resources to meet obj, measure performance against them

provide effective engagement with SH and stakeholders

Ensure practices put in place to ensure staff are able to raise matters of concern

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10
Q

CEO and Char should

A

not be exercised by the same individual

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11
Q

What is the chair responsible for

A

leadership of the board, and ensuring its effectiveness in all aspects of the role

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12
Q

what is the role of NED

A

constructively challenge

help develop proposals on strategies

need to allocate sufficient time to discharge their responsibilities

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13
Q

Board and committees need

A

appropriate balance of skill, experience and knowledge to discharge duties and responsibilities

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14
Q

How often should directors be re elected

A

annually

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15
Q

What odes board consider annually re composition

A

composition

diversity

how effectively members work together to achieve objectives

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16
Q

CG
Audit risk and IC

A

board needs to establish procedures to ensure independence and effective of internal and audit functions,

satisfy self on integrity of financial and narrative statement

17
Q

Remuneration and ED

A

ED remuneration designed to promote LT success of company

Formal and transparent procedure for developing policy on ED remuneration and fixing packages of individual directors

18
Q

Remuneration committee composed of

A

NED

members of firm of external auditors also have sat

19
Q

Who do remuneration committee set remuneration for

A

all ED and chair

20
Q

What do remuneration committee consider

A

remuneration for NED

length of service ED

performance related system of reward

pension

compensation for loss of office

share options

21
Q

BOD Five principle roles

A

Accountability

supervision

direction

executive action

risk assessment and management

22
Q

NED should

A

bring independent viewpoint to issues of strategy, performance, resources and standards of conduct

be independent

appointed by formal selection

scrutinise performance

satisfy themselves on integrity of financial information and financial controls and systems of risk management are robust and defensible

23
Q

Directors duty
Act within power

A

act in accordance with constitution

exercise powers for purpose they are conferred

24
Q

Directors duty
promote the success of the company

A

act in a way they consider, in good faith, would most likely promote success of the company for the benefit of its members as a whole

25
Q

Directors duty
exercise independent judgment

A

exercise independent judgmeent

26
Q

Exercise reasonable care skill and diligence

A

care skill and diligence exercised by a reasonably diligent person with

general knowledge, skill and expertise reasonably expected of a person in that role

actual general knowledge, skill and experience

27
Q

Director duty
avoid conflict of interest

A

avoid situations which they have or could have direct or indirect interest

that conflicts or may conflicts with interest of company

or another duty

28
Q

Director duty
not accept benefits from third parties

A

must not accept benefit by reason of

being a director or

doing or not doing anything as directo

29
Q

Director duty
declaring interest in props transaction or arrangement

A

reasonably aware of situation,

declare nature or extent of interest to other directors

30
Q

Corporate boards should instigate certain measures to respond to cyber risk

A

Greater awareness

security focussed culture

reporting

reduce complexity o fIT enviornment

talent management

31
Q

Board consideration ESG

A

ensuring expertise and skill to manage risk and opportunity

ensure risk and opportunity integrated into LT strategy

communicating regularly with investors and stakeholders regarding approach to managing sustainability, identify risk, mitigating actions

ensuring ESG reporting requirements are met

32
Q

Risk management cycle

A

Establish risk management group and set goals

identify risk areas

understand and assess scale of risk

develop risk response strategy

implement strategy and allocate reousrces

monitoring and control

review refine and start identifying risk areas again

33
Q

non profit governance minimum responsibilities

A

legally don’t exist

34
Q

Minimum responsibilities sugestions

A

accountability

stakeholders

transparency

governance structure

monitoring performance

35
Q

NFP
board role and activities examined in

A

responsibility and mandate

structure and organisation

processes and information

performance assessment and accountability

organisational culture

36
Q

Nolan principles

A

Selflessness

integrity

objectivity

accountability

openness

honesty

leadership

37
Q
A

BST (10 decks)

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