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MAS 4 > Quiz 2 > Flashcards

Quiz 2 Flashcards

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1
Q

SEC Circular for this chapter

A

sec mc 19 s of 2016

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2
Q

date came into

A

nov 22, 2016

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3
Q

took into effect

A

jan 1, 2017

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4
Q

name of sec mc 19

A

Code of Corporate Governance for Publicly-Listed Companies

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5
Q

code to raise the standard of PH corporations

A

Code of Corporate Governance

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6
Q

what must be stated in annual corporate governance report

A
  1. whether they comply with the Code provisions
  2. identify non-compliance
  3. reasons fir non compliance
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7
Q

high level statements of corpgov for all companies

A

Principles

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8
Q

objective criteria to identify features of corpgov

A

Recommendations

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9
Q

further information

A

Explanation

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10
Q

arrangement of the Code

A
  1. Principles
  2. Recommendation
  3. Explanation
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11
Q

system if stewardship and control

A

Corporate Governance

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12
Q

governing body elected by stakeholders

A

Board of Directors

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13
Q

group of executives chosen by the BOD

A

Management

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14
Q

free from any management or relationship (type of director)

A

Independent Director

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15
Q

director that oversees daytoday operations

A

Executive Director

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16
Q

director that performs no job

A

Non-executive director

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17
Q

group of corps that has diversified business operations

A

Conglomerate

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18
Q

reasonable assurance on achievement of objectives

A

Internal Control

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19
Q

identify Potential events that may affect the company

A

Enterprise Risk Management

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20
Q

company’s subsidiaries or affiliates

A

Related Party

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21
Q

DOSRI

A

director
officers
shareholders
related interests

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22
Q

transfer between reporting company and related party

A

Related Party Transactions

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23
Q

individual or group that can affect ir be affected by companies operations

A

Stakeholders

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24
Q

Principle 1

A

Establishing a competent board

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25
what type of director should the Board be composed of in majority
Non Executive Board
26
who should assist the Board in their duties (2 answers and distinct sila sa isat isa)
Corporate Secretary & Compliance Officer
27
Corporate Secretary must be liable to whom; not the Chairman or President
stakeholder and corp
28
Compliance officer must have a rank of ____ or equivalent position
Senior VP
29
Principle 2
Establishing Clear Roles and Responsibilities of the Board
30
Two key elements of fiduciary duty of the Board
Duty of CARE and Duty of LOYALTY
31
Who should lead the Board
Chairperson
32
Grounds for PERMA DISQUALIFICATION of director
* Convicted of Final Judgment (by Judicial body, Local Court, Foreign Court) * Misconduct * Fraudulent Acts * Violation of any provision of SEC * Insolvency * Imprisonment of >6yrs others
33
34
grounds for TEMPO disqualification of director
* Absence of >50% of all meetings * Dismissal or Termination * ownership of Independent D. exceeds 2% of SCC * Perma Disqual is not yet final
35
CEO, CRO, CCO, and CAE
* Chief Executive Officer * Chief Risk Officer * Chief Compliance Officer * Chief Audit Executive
36
IAC - approved by Board for internal control system
Internal Audit Charter
37
Principle 3
Establishing Board Committees
38
where should all information regarding the committee be contained in
Committee Charter
39
4 Specific Board Functions
Audit Com. Corporate Governance Com. Board Risk Oversight Com. Related Party Transaction Com.
40
committee focused in financial reporting, internal control systems, and compliance ti laws
Audit Committee
41
T or F: Chairman of Audit Com can be chairman of the Board
F
42
defines the role of the Internal Audit and audit plan
Internal Audit Charter
43
tasked to assist in corpgov responsibilities, including functions assigned previously to Nominations and Remunerations Com.
Corporate Governance Com.
44
responsible for company’s Enterprise Risk Management System (ERMS); usually for conglomerates
Board Risk Oversight Com.
45
reviews all material related party transactions of company
Related Party Transactions Com.
46
defines the roles and accountabilities of each committee
Committee Charter
47
Principle 4
Fostering Commitment
48
non executive directors should serve maximum of _ publicly listed companies concurrently
5
49
Principle 5
Reinforcing Board Independence
50
T or F: The Board should have atleast 3 executive directors or such number as to constitute at least 1/3 of the members of the Board, whichever is higher
F : Executive Directors=Independent Directors
51
term of independent directors
9 years
52
T or F: Chairman of Board and CEO should ve separate guys
T
53
Principle 6
Assessing Board Performance
54
every how many years should a a company assess itself
3
55
Principle 7
Strengthening Board Ethics
56
Principle 8
Enhancing Company Disclosure Policies and Procedures
57
Principle 9
Strengthening the External Auditor’s Independence and Improving Audit Quality
58
EESG
economic, environmental, social and governance
59
Recognized standards for reporting sustainability and non-financial issues
G4 Framework by Global Reporting Initiative Integrated Reporting Framework by IIRC Sustainability Accounting Standards Board’s Conceptual Framework
60
Principle 11
Promoting Comprehensive and Cost-Efficient Access to Relevant Information
61
Principle 12
Strengthening the Internal Control System and Enterprise Risk Management Framework
62
Principle 13
Promoting Shareholder Rights
63
Right of Shareholders
Pre-emptive rights Dividend Holding of Meetings Nominate for BOD Nomination Process Voting procedures in Shareholders Meeting
64
Board sends notice to shareholders __ days before the meeting
28
65
Votes from Results from most recent Shareholder’s Meeting is available when?
the next working day
66
the Board should establish ___ to ensure engagement w stakeholders
Investor Relations Office (IRO)
67
Principle 14
Respecting Righhts of Shareholders and Effective Redress for Violation of Stakeholders’ Rights
68
Principle 15
Encouraging Employees Participation
69
Principle 16
Encouraging Sustainability and Social Responsibility
70
71
Mom released after how many days
5
72

MAS 4 (1 decks)

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