CH 3 Flashcards
(220 cards)
What are board of directors
This a small group of people who accept certain roles and responsibilities in line with corporate legislation
Why does board of directors exist
It exists to watch over an organisation and give it overall direction, they must act in a lawful manner to further interests of shareholders
What does board of directors do
It sets clear objectives for executive management and arranges necessary funds and facilities
The companies Act 2006 requires directors to have regards amongst other to
- long term consequences of their decisions
- interest of the company’s employees
-need to foster the company’s b’ness relationships with suppliers/customers and others
-impact of the company’s operation on the community and environment
-desirability of maintaining a reputation for high standards of b’ness conduct
-need to act fairly between members of the company
The UK corporate Governance Code charges directors with
-reporting to shareholders on their stewardship
-supervising management of the business
-setting the company’s strategic aims and providing leadership to put them into effect
The UK Corporate Governance Code is based on
It’s based on principle of accountability, transparency, probity, and focus on the sustainable success of an entity over the longer term
in the The UK Corporate Governance Code ,under accountability
- the board is responsible for determining the nature and extent of significant risks it’s willing to take in achieving it’s corporate objectives
-the board should maintain sound risk management and internal control systems
Most board of directors have 5 responsibilities which are
-Regulations of the executive to ensure they uphold shareholders interest and laws governing conduct of b’ness
-Approving the report and accounts, annual budget, strategy and other important plans
-Selecting, appraising and rewarding CEO and ensuring succession planning is actively addressed
-Supervision of the process of risk management and ensuring necessary actions are adopted to mitigate against those risks
-Ensuring that company integrity and principles are upheld on critical matters
When does a board delegate some of its responsibilities
They do so after considering ownership ,objectives ,organisation structure, personnel and the interest to other stakeholders
What’s a common approach within which different board go about supervising risk management
They appoint a risk subcommittee
How does a board select members of the risk subcommittee
Board will carefully select individuals with appropriate risk backgrounds from executive and its own members to constitute the risk subcommittee, they may also have additional members from outside the board and the executive.
What does the board delegate to the risk subcommittee
It will delegate its risk assessment and risk management supervision responsibilities
What is the responsibility of the risk subcommittee
They are under pressure from the board to demonstrate that risk controls are implemented and effective. they command full board attention when it has issues to resolve
With whose authority does the risk subcommittee act with
They act with board authority, setting policies and making risks decisions as required. They are required to seek full board approval for policies and decisions that affect the organisation in a major way
The remit for a board risk subcommittee will include
This will include compliance with appropriate legislation and regulation relating risk management functions of corporate governances
What is the risk subcommittee responsible for implementing
-Risk Policies
-Setting up and monitoring systems to identify and asses risks
-specifying risks apetite
-reporting on risk management for the report and account
What is the risk subcommittee responsible for reporting
it will report on
-current risk issues
-profiles
-investigate and advise on risks associated with proposed new ventures
What can the risk subcommittee technically submit
It can only submit recommendations for approval, they will proceed with general board authority on everything except the very largest and important issues and will submit summary reports of its activities for discussions at full board meetings. The full board then votes to accept the report
what is the first and most important task of a risk subcommittee
To publish and maintain the overall risk management philosophy of the organisation
What does the risk management philosophy prepared by risk subcommittee set out
it will set out the organization’s commitment to risk assessment and management, and what it expects to achieve by risk management
the risk management philosophy prepared by risk subcommittee identifies
It identifies major threats to the organisation as seen by the board and strategy for dealing with the threats
the risk management philosophy prepared by risk subcommittee outlines
It outlines the management structure and control by which it means to supervise risk management activities
What is the purpose of the risk management philosophy
To provide a consistent framework for ongoing risk work and convince stakeholders that risk is being effectively managed
For an organisation subject to regulatory regime what is the risk management philosophy
This is a key document to fulfil the requirement to demonstrate proper corporate governance