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Chapter 2
PRINCIPLES OF
CORPORATE GOVERNANCE
Objective
2
1. Elements of Corporate
Governance
Control Environment
Transparent disclosure
Board commitment
Control Environment
6
Control Environment
7
Transparent Disclosure
8
Well-Defined
Shareholder Rights
Board Commitment
10
Board Commitment
11
Other Entities
12
Shareholders
Board Structure
Unitary board or two tier (dual) board
structure
Board of Directors
Some key board roles
Key Board Committees
Shareholders
14
Stakeholders
15
Board structure
16
Unitary Board
17
20
information flow
Two tier system: embodies a clearer, formal
separation between the supervisory body and
those being supervised
21
Establishing The
Board
22
Step 1
Step 2
Establishing The
Board
23
Step 3
Step 4
Step 5
26
27
1.
Fiduciary duty
2.
30
Core Competencies
31
Personal
Qualities
Leadership
Strategic
Work ethics
Professionalis
m
Competencies
Industry
knowledge
Business
judgment
Expertise
Special skills
Independent Directors
32
Chairman
Company Secretary
34
Role of Chairman
35
Role of CEO
36
37
Senior Independent
Director
38
Senior Independent
Director
Company Secretary
39
1.
2.
3.
4.
Board Committees
41
Audit committee
Remuneration committee
Nomination committee
Risk committee
Audit Committee
43
Audit Committee
44
Audit Committee
45
Remuneration committee
46
Remuneration committee
47
Nomination Committee
48
RISK COMMITTEE
49
50
Potential Ad Hoc
Committees
52
Non-executive directors
(NEDs)
Provide a control or counterweight to the
executive directors, that is, independent nonexecutive directors help provide balance on the
board
Contribution to the overall leadership and
development of the company
Independence of NEDs
53
Concluding comments
54
55