Principles and Provisions Flashcards

1
Q

Relevant principles for financial reporting

A

Principle M

Principle N

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2
Q

Relevant provision for shareholder engagement

A

3
41

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3
Q

5 sections of the UK Corp Governance Code 2024

A

Section 1 (A-E) - Board leadership and company purpose

Section 2 (F-I) - Division of responsibilities

Section 3 (J-L) - Composition, succession and evaluation

Section 4 (M-O) - Audit, risk and internal control

Section 5 (P-R) - Remuneration

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4
Q

Principle J (appointments)

A

Appointments to the board should be subject to a formal, rigorous and transparent procedure

Appointments should be based on merit and objective criteria

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5
Q

Principle J (diversity)

A

Board appointments and succession planning should promote diversity of gender and social and ethnic backgrounds aswell as cognitive and personal strengths

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6
Q

Principle J (succession planning)

A

Effective succession plan should be in place for board and senior management

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7
Q

Principle K (succession planning)

A

Consideration should be given to the length of service of the board as a whole and membership should be regularly refreshed

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8
Q

What is provision 17?

A

Nom Co. Lead process for appointments

Orderly succession plan for board and senior management

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9
Q

Section 4 - Audit, risk and internal control, principles?

A

M N O

M - Board establish formal and transparent policies and procedures. Independent and effectives of audits

N - Board present a fair, balanced and understanding assessment of the companies position and prospects

O - Board establish and maintain effective risk management and internal control framework

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10
Q

When is provision 31 relevant and what is it?

A

Section 4 - audit, risk and internal control

Viability statement required by listed companies

Taking into account companies current position and principal risks.
Board explain how it has assessed prospect of the company, over what people and why period as appropriate

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11
Q

Provision 3 when relevant?

A

Shareholder engagement

Chair seek regular engagement with major SH

Understand views on governance and performance

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12
Q

When is provision 41 relevant?

A

Remuneration committee and shareholder engagement

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13
Q

When is principle K relevant?

A

Overall composition of board - appropriate balance of skills and experience

Succession planning - consideration given to length of service of board as a whole and membership refreshed regularly

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14
Q

What are the 6 principles of
‘The Wates Corporate Governance Principles for Large Private Companies’?

A

Principle 1 - Purpose and Leadership

Principle 2 - Board Composition

Principle 3 - Director Responsibilities

Principle 4 - Opportunity and Risk

Principle 5 - Remuneration

Principe 6 - Stakeholder Relationships and Engagement

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15
Q

What is Provision 16 of The Code?

A

Directors should have access to cosec advice

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16
Q

Relevant provisions and principles of risk?

A

Principle O
Provision 28 and 29

17
Q

Purpose of company relevant principles and provisions

A

Principle B
Provision 2
Principle P

18
Q

Division of responsibilities
What is principle G

A

There should be a clear division of responsibilities between board and execs

19
Q

Division of responsibilities
What is provision 14?

A

Responsibilities of Chair and CEO set out in writing and made publicly available

20
Q

Time
What is Principle H?

A

NED’s should have sufficient time to meet Board responsibilities

21
Q

Time
What is Provision 15?

A

Additional appointments should not be undertaken without prior approval from the Board

22
Q

Chair
What is Principle F?

A

Chair leads board and is responsible for board effectiveness

23
Q

Chair
What is a provision 3?

A

Seek regular engagement with shareholders

24
Q

Chair
What is Provision 22?

A

Chair act on results of annual evaluation

25
Q

Role of the board

A

A-E