Role of BOD and Internal Control Flashcards
What are the primary functions of a BOD?
- Direct company’s affairs collectively
- Ensure prosperity by setting vision, mission, values
- Strategizing
- Delegating to management
- Being accountable to shareholders and responsible to stakeholders
What is the role of NEDs on the board?
NEDs:
- Oversee executive management
- Provide independent judgement
- Help in strategic guidance without being involved in day-today operations
What is the difference between one-tier and two-tier board structures?
One-tier boards combine exec and non-exec directors in a single board responsible for all corporate decisions, whereas two-tier boards separate the supervisory function from the management board, enhancing oversight.
Why is independence in the board curcial?
- Prevent conflicts of interest
- Ensure objective decision making
- Maintain trust with stakeholders
What are some examples of board failures?
- Inadequate oversight of management
- Failure to mitigate risks leading to losses or scandal
What are some consequences of board failures?
- Financial losses
- Damage to reputation
- Loss of shareholder trust
What key areas might board failures lead to reforms in?
- Transparency
- Accountability
- Stakeholder trust