corporate assignment report

Topics: Corporate governance, Board of directors, Management Pages: 21 (5128 words) Published: September 24, 2014
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Corporate Governance
Organsiation Consultation
Report
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China Mobile Ltd

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Daimler AG

Samsung Electronics Co. Ltd

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Qantas Limited

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World Vision Australia

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TA B L E O F C O N T E N T S

1 . E X E C U T I V E S U M M A RY

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Include an executive summary of no more than 250 words.

2 . C O R P O R AT E G O V E R N A N C E
ASSESSMENT MODEL
Rationale

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1.Ensure there is no imbalance of power that
can be exerted upon the firm that is not in the
interests of stakeholders. Also diminishes the
chance of fraudulent activity.
2.To ensure the company performance is
enhanced through effective strategies and
policy making as well as ensuring company is
compliant with regulatory bodies.
3.To ensure there is independent and quality
decision making to benefit all stakeholders
and effective monitoring of management.
4.To ensure the Board adds value through its
members whether that is through effective
strategic planning and/or ability to understand
and make financial decisions to better
represent stakeholders. Also ensuring its
members are well-qualified and experienced
to ensure quality in decision making.
5.To ensure the nomination of directors is
independent and justified on the basis of
abilities and skills to enhance firm
performance for shareholders and not
individual interests.

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Governance Factors & Measures
(1) Structure & Integrity of the Board
1. Is the Chairperson an independent and nonexecutive director? I.e. Chairperson is also not the CEO of the firm?
2. Do the directors effectively fulfil both
performance and conformance roles? Does
the board actively manage and oversee its
management to ensure stakeholders
interests?
3. Board composition consists of a majority
of independent directors?
4. Does the board comprise directors who
possess a broad and relevant range of
skills, experience and expertise concerning
technology, finance, marketing,
international, legal and regulatory aspects?
5. Does the Board have a nomination
committee which has a majority of
independent directors, chaired by an
independent director, comprises of at least
three members and is also ratified by
shareholders?

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(2) Remuneration & Compensation
1.Is there an independent remuneration
committee which consists of a majority of
independent directors?
2.Does director remuneration/compensation
comprise of both fixed components as well
as performance-based incentives for the
short and long term? (e.g. stock options,
share appreciation rights & restricted shares)
3.Is there a clear distinction between the
remuneration schemes for non-executive and
executive directors?
4.Does the firm have an effective performance
evaluation measure to assess and justify the
Board’s compensation and is this publicly
disclosed?
5.Is it in line with ASX principle “remunerate
fairly and responsibly”?

1.This ensures that Board compensation of
executives and non-executives are fair and
justified on performance and ability.
2.Performance based incentives remediate
agency costs and aligns the interest of
management to shareholders. Also balances
the need for long-term growth & sustainability
combined with short-term profits.
3.To outline job specifications and
understanding of roles and its corresponding
compensation.
4.This ensures that director’s compensation is
based on individual efforts. Public disclosure
reduces collusion between the Board and
management and balances the competing
goals of stakeholders and the directors.
5.Ensure compensation is aligned with market

benchmarks and that the relationship between
remuneration and performance is clear.

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1. To ensure all employees are clear on
company employment practices as well as its
values and ethics which should be based...
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