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Corporate Governance - How To Add Value To Your Company: A Practical Implementation Guide
of: Alex Knell
Elsevier Trade Monographs, 2006
ISBN: 9780080476889 , 336 Pages
Format: PDF
Copy protection: DRM
More of the content
Corporate Governance - How To Add Value To Your Company: A Practical Implementation Guide
Front cover
1
Title page
2
Copyright
3
Table of contents
4
Front matter
12
Preface
12
An Overview of the Book
14
Acknowledgements
16
Body
18
Section 1 - Tell Me What I Need to Know about Corporate Governance (CG)...
18
1 Enhancing Value
20
Objective
22
What exactly is Corporate Governance (CG)?
22
How to make things change
24
Layout
25
Results of compliance
25
2 No CG Recognition – The Company You Keep
28
Proving a negative
30
Recent history fuels anxiety
30
Solution – keeping businesses honest
34
3 Why No CG?
36
4 Basic Concepts
42
A code of ethics
44
Conflicts of interests in business
44
5 Applied Concepts
46
Independence
48
Responsibility
48
Accountability
49
Fairness
49
Reputation
49
6 Director’s Duties – A Reminder
50
Statutory duties
52
Fiduciary duties
52
Duties of skill and care
52
Other and emerging legal obligations
53
Executive and Non-Executive Directors (NEDs)
54
Company Secretary
54
7 Who are the Other Stakeholders?
56
Company workforce
58
Banks and lenders
58
Customers
58
Suppliers
58
Government
59
Local community
59
Other
59
Summary
59
8 The Key Areas Addressed by CG
60
Decision-making powers
62
Risk-taking
63
Directors’ remuneration
63
Financial reporting and auditing
64
Communications between directors and shareholders
66
9 The ACCEPTS™ Method
68
What is the ACCEPTS™ Method?
70
Scoring Chart – ACCEPTS™ Method Instructions
70
Excel® spreadsheet
71
10 Basic Steps
72
Positioning principle
74
In plain English?
74
What needs to be done?
74
Checklists
75
Section 2 - Detailed Implementation ...
76
11 The Board
78
What is the principle?
80
Supporting principles
80
In plain English?
80
What needs to be done?
81
Components in this section:
82
Summary checklists
84
Score Chart
85
Excel® spreadsheet
85
12 The Chairman and Chief Executive
88
What is the principle?
90
Supporting principle
90
In plain English?
90
What needs to be done?
90
Components in this section:
91
Summary checklists
92
Score Chart
92
Excel® spreadsheet
92
13 Board Balance
94
What is the principle?
96
Supporting principles
96
In plain English?
96
What needs to be done?
97
Components in this section:
98
Summary checklists
101
Score Chart
101
Excel® spreadsheet
101
14 Board Appointments
104
What is the principle?
106
Supporting principles
106
In plain English?
106
What needs to be done?
106
Components in this section:
107
Summary checklists
110
Score Chart
111
Excel® spreadsheet
111
15 Board Information
116
What is the principle?
118
Supporting principles
118
In plain English?
118
What needs to be done?
119
Components in this section:
119
Summary checklists
121
Score Chart
121
Excel® spreadsheet
121
16 Board Performance Evaluation
124
What is the principle?
126
Supporting principles
126
In plain English?
126
What needs to be done?
126
Components in this section:
126
Summary checklists
127
Score Chart
128
Excel® spreadsheet
128
17 Board Re-election
130
What is the principle?
132
Supporting principles
132
In plain English?
132
What needs to be done?
133
Components in this section:
133
Summary checklists
135
Score Chart
136
Excel® spreadsheet
136
18 Board – Rewards (a) Level and Make-Up
140
What is the principle?
142
Supporting principle
142
In plain English?
142
What needs to be done?
142
Components in this section:
144
Summary checklists
146
Score Chart
148
Excel® spreadsheet
148
19 Board – Rewards (b) Procedure
152
What is the principle?
154
Supporting principles
154
In plain English?
154
What needs to be done?
155
Components in this section:
156
Summary checklists
158
Score Chart
159
Excel® spreadsheet
159
20 Accountability (a) Financial Reporting
164
What is the principle?
166
Supporting principle
166
In plain English?
166
What needs to be done?
166
Components in this section:
167
Summary checklists
168
Score Chart
169
Excel® spreadsheet
169
21 Accountability (b) Internal Control
172
What is the principle?
174
In plain English?
174
What needs to be done?
174
Components in this section:
175
Summary checklists
176
Score Chart
176
Excel® spreadsheet
176
22 Accountability (c) Audit Committee and Auditors
178
What is the principle?
180
In plain English?
180
What needs to be done?
180
Components in this section:
182
Summary checklists
186
Score Chart
188
Excel® spreadsheet
188
23 Relations with Shareholders – Dialogue
194
What is the principle?
196
Supporting principles
196
In plain English?
196
What needs to be done?
197
Components in this section:
198
Summary checklists
199
Score Chart
199
Excel® spreadsheet
199
24 Relations with Shareholders – Constructive Use of the AGM
202
What is the principle?
204
Supporting principles
204
In plain English?
204
What needs to be done?
204
Components in this section:
205
Summary checklists
206
Score Chart
207
Excel® spreadsheet
207
25 How Did You Do?
210
Review where you are
212
What do my results mean?
212
A word of encouragement
212
26 What to Do Now?
216
Initial review
218
An essential requirement
218
Map of Code CG Requirements
219
Plan of attack – preparation
219
Plan of attack – the Board itself
220
Plan of attack – the Board Committees
221
Plan of attack – the shareholders
222
Plan of attack the financial reporting and auditors
223
Back matter
226
Appendix1 Annual Report – CG Disclosures
226
Annual report section: Directors, officers and advisors
228
Annual report section: Corporate Governance
228
The Board
228
Board Committees
229
Appendix 2 Matters Reserved for the Board ICSA Guidance Note
234
Appendix 3 The Role of the Chairman
248
Appendix 4 The Role of the Chief Executive
252
Appendix 5 Guidance on the Role of the Non-Executive Director
256
Appendix 6 Sample Letter of Non-Executive Director Appointment
260
Appointment
262
Time commitment
262
Role
262
Fees
263
Outside interests
263
Confidentiality
264
Induction
264
Review process
264
Insurance
264
Independent professional advice
265
Committees
265
Appendix 7 Chairman of the Nomination Committee Job Description
266
Appendix 8 Chairman of the Remuneration Committee Job Description
270
Appendix 9 Chairman of the Audit Committee Job Description
274
Appendix 10 Performance Evaluation Guidance
278
Performance evaluation of the Board
281
Performance evaluation of the Non-Executive Director
282
Appendix 11 The Whistle-blowing Procedure
284
Appendix 12 Nomination Committee Terms of Reference
288
Appendix 13 Remuneration Committee Terms of Reference ICSA Guidance Notes
300
Appendix 14 Audit Committee Terms of Reference ICSA Guidance Notes
310
Appendix 15 CG Role of the Company Secretary ICSA Guidance Notes
326
Index
332
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