Corporate Governance (M40) Flashcards Preview

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Flashcards in Corporate Governance (M40) Deck (42)
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1

Who has the power of selecting officers?

The board of directors of a corporation

2

Who has the power to declare dividends?

The board of directors of a corporation

3

Who has the power to determine management compensation?

The board of directors of a corporation

4

Who has the power to amend the Articles of Incorporation?

The shareholders of a corporation

5

T/F

Shareholders have a right to inspect the books and records

TRUE

6

T/F

Shareholders have a right to share in dividends if declared

TRUE

7

T/F

Shareholders have a right to sue on behalf of the corporation if the officers and directors fail to uphold corporate rights

TRUE

8

T/F

Shareholders have a right to determine the mission of the corporation

FALSE

The board of directors determines the mission of the corporation

9

Who determines the mission of the corporation?

The board of directors of a corporation

10

Who must give approval for appointing the CEO?

The board of directors of a corporation

11

Who must give approval for issuing a dividend?

The board of directors of a corporation

12

Who must give approval of the corporation strategic plan?

The board of directors of a corporation

13

Who must give approval to change the nature of the corporation

The stockholders of a corporation

14

T/F

A stockholder has a right to annual dividends declared and paid

FALSE

It is the decision of the board of directors whether or not to declare dividends

15

T/F

A stockholder has a right to vote for the election of officers

FALSE

Stockholders elect Directors (SD)
Directors elect Officers (DO)

16

T/F

Shareholders have a right to a reasonable inspection of corporate records

TRUE

17

T/F

Shareholders have the right to have the corporation issue a new class of stock

FALSE

18

T/F

Stockholders have a right to manage their corporation even if they are not directors or officers

FALSE

Unless Stockholders are also directors or officers they have no right to manage their corporation

19

T/F

Stockholders have a right to receive dividends

FALSE

It is the decision of the board of directors whether or not to declare dividends

20

T/F

Stockholders have a right to inspect the books and records of their corporation

TRUE

21

T/F

Stockholders have a right to get a list of their corporation's customers to use for a business mailing list

FALSE

22

T/F

Stockholders have a right to demand a list of shareholders for a proper purpose

TRUE

For example, stockholders have a right to demand a list of shareholders to help wage a proxy fight

23

The purpose of the corporation is included in the ______ (bylaws/Articles of Incorporation)

Articles of Incorporation

24

The number of authorized shares of stock is included in the ______ (bylaws/Articles of Incorporation)

Articles of Incorporation

25

The procedure for electing directors is included in the ______ (bylaws/Articles of Incorporation)

Bylaws

26

The powers of the corporation are included in the ______ (bylaws/Articles of Incorporation)

Articles of Incorporation

27

The ________ is a legal rule that prevents directors from being held liable for making bad decisions if they act with good faith, loyalty, and due care

Business Judgment Rule

28

T/F

The NYSE requires that a majority of directors on the corporate board are independent

TRUE

29

T/F

The NYSE requires that a corporation adopt and make publicly available a code of conduct

TRUE

30

T/F

The NYSE prohibits the CFO from serving on the board of directors

FALSE