LA 4&5 Flashcards
What factors contribute to the need of governance
-Corporate failures and mismanagement
-Consideration for all stakeholders
-Consideration for the investors
-Need to restore investor confidence
What is the origin and meaning of governance
-Origin: Derived from Greek word “gubernare” meaning to steer
Therefore governance means to steer/direct
Examples of governing bodies
-Board of Directors
-University council
-Parliament
Governance definition according to Sir Cadbury
-Governance is the way in which orgs are directed and controlled
What does the Institute of Directors in SA in King IV report state about governance
Corporate governance is the exercise of ethical and effective leadership by the governing body towards the achievement of the following governance outcomes
-ethical culture
-good performance
-effective control
-legitimatacy
Define stakeholders
ppl/groups that are either involved in the org, impacted by the others it or have an interest in the org
Types of stakeholders
-Shareholders
-Board of directors
-Management
-Assurance providers
-Employees
-Lendors
-Suppliers
-Gov’t
-Society and the local community
What are shareholders
-Owners of the org and their interest is represented by the shares they hold in the org
-Many investors know get little about the internal operations and management of the org
What is management
-Group of ppl employed by the org and tasked w/ executing the decisions of the governing body
-Senior management = executives (CEO, CFO, COO etc)
-Some members of management may also be members if the governing body making them executive directors
What are assurance providers
-They provide assurance (verification) as a service to an individual stakeholder group/org
-Assurance provers are usually independent and objective
Eg: Internal or External auditors
What does principle 7 of King IV state
The governing body (BoD) should comprise of the appropriate balance of knowledge, skills, XP, diversity and independence for it to discharge its governance roles and responsibilities objectively and effectively
Board of Directors should comprise of…
…majority non-executive directors
And majority of this majority should be independent non-executive directors
How many executives should be in the BoD
2 (CEO and another (preferably CFO)) as it provides BoD w/ a point of interaction w/ management
What are executive directors
-They form part of the day-to-day running of the org and receive a salary from the org
Eg: CEO, CFO, COO
What are non-executive directors
-Don’t form part of day-to-day running of the org
Eg: resigned director
What’s an independent non-executive director
-someone w/ no interest or prior involvement in the org
-they aren’t a representative of a shareholder
-have no direct/indirect interest in the org
-in the past 3 financial years they have no been employed by the org or appointed as an external auditor
-they are not a family meme BER if an employee of the org
-free from business relationship
Can the CEO be the chairperson of the BoD
NO!!!
Even a retired CEO cannot chair UNLESS 3 full years have passed since they left the org