Corporate Governance Flashcards
(25 cards)
What is the primary duty of the board of directors?
To monitor management behavior.
What is the responsibility of the Nominating or Corporate Governance Committee of the board of directors?
Oversees the board
Responsible for hiring new CEO
What is the responsibility of the audit committee of the board of directors?
The audit committee appoints and oversees the external auditor.
What is the duty of the compensation committee of the board of directors?
The compensation committee handles the CEO’s compensation package.
What does the NYSE and NASDAQ require of the board of directors?
They require the board to be independent.
What is the main goal in an executive compensation package?
The package should ensure that the goals of management should match those of the shareholders.
How can an executive compensation package ensure that goals of management align with those of shareholders?
Executive compensation should create an incentive for management to govern in a shareholder-friendly way that doesn’t sacrifice the long-term success of the enterprise for short-term gain.
Which influences help mold the direction that management takes?
They range from internal (Board of Directors- Audit Committee- Internal Control) to external (Creditors- SEC- IRS)
These influences should not be tainted by undue influence from management or have financial ties to management such as compensation-related duties
What is shirking?
When management doesn’t act in the best interest of shareholders.
It can be alleviated by tying compensation to stock performance or company profit.
What requirements are imposed on a public company under Sarbanes-Oxley?
Management must submit a report on the effectiveness of Internal Control in the 10K.
Management must disclose significant Internal Control deficiencies.
CEO/CFO must certify that the financial statements comply with securities laws and fairly present the financial condition of the company.
What characteristics are promoted by the COSO framework on Internal Control?
Reliable financial reporting
Effective and efficient operations
Compliance
What are the elements of the control environment?
Integrity & Ethics Competence The Board of Directors & Audit Committee Management's Operating Style Organizational Structure Authority & Roles of Responsibilities HR Policies
What are control activities?
A component of Internal Control that includes actions being taken to promote the control environment.
What are the basic elements of Internal Control?
Control Environment Risk Assessment Control Activities Information and Communication Monitoring
What is the significance of the Information and Communication aspect of Internal Control?
Management must have access to relevant and timely information to make good decisions.
How does Monitoring affect Internal Control?
Internal Control activities must be constantly monitored and evaluated for effectiveness.
What activities does the COSO framework for enterprise risk management include?
Identifies Risk Factors Promotes Risk Response Decisions Compares Management Risk vs. Shareholder Goals Aids in evaluating opportunities Promotes Quicker Capital movement
Does NOT eliminate all risk
What are possible responses to risk under the COSO framework for enterprise risk management?
Avoid or Reduce
Share or Accept
Sarbanes-Oxley Act of 2002 Title III
Establishes requirements for the audit committee, including the composition of the committee and their duties. Also, establishes the representations that are required by the CEO and CFO of a public company.
Sarbanes-Oxley Act of 2002 Title IV
Describes enhanced financial disclosures associated with the financial statements, management’s assessment of internal controls, officer code of ethics, and the operations of the audit committee.
Sarbanes-Oxley Act of 2002 Title VIII
Outlines criminal penalties for altering documents, the status of limitations for securities fraud, whistle-blower protection rules, and criminal penalties for securities fraud.
Sarbanes-Oxley Act of 2002 Title IX
Pertains to individuals who conspire to commit any white collar offense. These individuals will be subject to penalties as predetermined (and amended) by the United States Sentencing Commission. It also, outlines the requirements for officers certifying financial reports filed with the SEC as well as the penalties that corporate officers may be subject to for not properly certifying these financial reports.
Sarbanes-Oxley Act of 2002 Title XI
Outlines corporate fraud accountability, which includes any individual who tampers with records, impedes an official proceeding, or retaliates against informants. In cease-and-desist proceedings, the SEC may temporarily or permanently prohibit an individual from serving as an officer or director of a company.
What does COSO stand for?
Committee on Sponsoring Organizations
