Week 6 Flashcards
Board structure
Two- tier Board
France
Germany
Japan
Board structure
Unitary Board
UK
USA
Board structure
Supervisory Board
Non-Exec Directors
Board structure
Board of Directors
Non-Exec Director - Executive Director
Board structure
Management Board
Executive Directors
Board - Roles and Responsibilities
Audit Committee Risk Committee Nominations Committee Remunerations Committee Chairman Chief Executive Officer (CEO)
Board - Roles and Responsibilities
Audit Committee
The audit committee meets separately to the mainboard and consists entirely of non-executive directors (3 or more) of whom at least one must have appropriate and up-to-date financial experience.
Their role is to monitor the integrity of the financial statements, review internal controls and audit effectiveness, monitor the appointment of and removal of external auditors, ensuring independence, and provide forum that facilitates confidential whistleblowing.
The key to the their role is to ‘oversight’, ‘review’, and ‘assessment’.
Board - Roles and Responsibilities
Risk Committee
This committee consists of largely non-executive directors that assessed the company’s risk exposure and risk management strategy.
This committee do overlap with the audit committee’s role in terms of internal control risks, but it is recommended to keep them both separate.
Board - Roles and Responsibilities
Nominations Committee
This committee looks at the structure of the board and largely consist of non-executive directors.
The role is to ensure that any appointments made are not biased and are in line with the specifications of the roles concerned, which includes appropriate balance of executive and non-executives directors, having the right mix of skills, knowledge, experience and gender balance, succession planning and that the directors are spending sufficient time on their duties.
Board - Roles and Responsibilities
Remunerations Committee
This committee consists of only non-executive directors. The role is to reviews pay scales, the proportion of different types of pay, the period in which performance-related pay becomes payable, what proportion of a pay package consists of the performance-related component and to ensure that rewards are disclosed and transparent.
Board - Roles and Responsibilities
Chairman
Runs the board of the Company Appointed by the other Board member Role as Non-Executive Directors Reports to the Shareholders Chair all Board meetings, annual general meetings and shareholder meetings Key representative to the general public
Board - Roles and Responsibilities
Chief Executive Officer (CEO)
Runs the day-to-day operations of the company
Appointed by the Board
Role as Executive Director
Reports to the Chairman and board
Chair all key operational and management meetings
Key representative to employees, customers, suppliers
Stakeholders
A person or group who has an interest in or can be affected by an organization’s activities.
Stakeholders
Internal
Employees
Management
Trade unions
Stakeholders
External
Customers Suppliers Competitors Government Local Community
Internal Stakeholders
Name 3
Internal stakeholders
Business Role
Corporate Governance Role
Internal Stakeholders
Internal stakeholders
Executive and Non-Executive Directors Company Secretary Management Employees Trade Unions
Internal Stakeholders
Business Role
Responsible for the corporation’s activities
Responsible for ensuring the business complies with company legislation and regulations
Update board members on their legal responsibilities
Manage business operations
Carry out policies determined by the Board
Follow job requirements and management orders
Look after employee interest
Internal Stakeholders
Corporate Governance Role
Ensure the company is controlled in the best interests of its stakeholders
Provide advice to the board on Corporate governance matters
Highlight and evaluate risks faced by the company
Ensure controls are developed and followed highlight concerns
Adhere to internal controls and report breaches
Identify and take action against any breaches in Corporate Governance requirements such as the non-protection of whistleblowers
External Stakeholder
Auditors Regulators Government Stock Exchange Small Investors Institutional Investors
External Stakeholder
Auditors
Independent review of company’s reported financial performance and ensuring adherence to Corporate Governance guidelines
External Stakeholder
Regulators
Compliance with regulations
External Stakeholder
Government
Compliance with the law and guidelines
External Stakeholder
Stock Exchange
Implementing and maintaining rules and regulations for companies listed on the stock exchange