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Corporate Governance Flashcards

(7 cards)

1
Q

What are the 4 sub committees that would be good CG practice

Which is the least essential

A

Audit comm
Nominations comm
Remuneration comm
Risk comm

Risk comm not compulsory but listed companies subject to significant financial market risk will usually have one

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2
Q

What does the nominations comm do (2)

How should this comm be made up

A

Ensure BOD has right balance of ex and NEDs with appropriate skills knowledge and experience

Recommend new board members

Made up of a majority of independent NEDs

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3
Q
A
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4
Q

What does the audit comm do

How is it made up

A

Liase with external auditors on financial reporting
Supervise internal audit (or consider the need for internal audit)

At least 3 NEDs one who has recent relevant financial experience, no exec directors

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5
Q

What does the risk comm do

How is it made up

A

Oversee the organizations risk management systems

Comprised entirely of NEDS

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6
Q

What does the remuneration comm do

How is it made up

A

Setting remuneration for all exec directors and usually senior management

At least 3 NEDs and no exec directors

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7
Q

What is the difference between how exec directors and NEDs should be paid

A

Exec directors should have an element of their pay that is performance related

NEDs should not include share options or other performance related elements

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