Flashcards in Corporate Governance Deck (27):
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
What are the elements of the control environment?
Integrity & Ethics
The Board of Directors & Audit Committee
Management's Operating Style
Authority & Roles of Responsibilities
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?
Information and Communication
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
The board members have fiduciary duties to
Act loyally, Act with due diligence, Act with duty of care
Requirements related to board of directors of listed companies
The majority of directors required to be independent
The director is nto indpendedt if they were recently employed by the company.
Non management directors are to regularly meet on a scheduled basis
An entity must maintain independent audit committee
Three committee required by the public company
Audit committee ,nomination committee, compensation committee
The nominating committee is responsible for the overall corporate governance
Audit committee- It has to be made of independednt directors and atleast one of them has to be financial expert. Need not be a CPA. IT is responsible for overseeing the financial reporting process and make sure the stake holders are getting reports in a timely manner.Under section 404 titile IV of SOX.
Compensation committee- responsible for fixing compensation for directors and executives of corporation
Securities exchange act of 1934- Componenets to monitor corporate finance. Division of corporate finance,Division of enforcement, Office of the chief accountant
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Internal control principles
Information and communication
PIPS-Types of control activities
Performance Indicator, Information processing, physical controls segregation of duties
Authorisation of transactions