SBL 3

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Remuneration committee role
3
bắt đầu học
To have an appropriate reward policy, | that attracts and motivates directors, | to achieve the long-term interest of shareholders.
NEDs remuneration characteristic:
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bắt đầu học
Consist of a basic salary and sometimes share awards | equity-based remuneration should be fully vested on the grant date, but still subject to applicable holding periods | performance measures remuneration not generally supported
Remuneration - Company strategy dependence
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bắt đầu học
Amount depends on company resources. | Remuneration levels in comparable companies. | Conditions throughout the company.
1) e.g. cash for bonuses
Remuneration level is determined by:
2+2
bắt đầu học
Job description. | Significant proportion based on performance related elements. | Not too small – could lead to lack of motivation and underachievement | Not to easily earned to ensure that directors to improve performance
to attract and possibly motivate if increase with performance
Institutional shareholder intervention due to strategy - examples of concerns:
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bắt đầu học
products sold. | markets serviced. | expansion developing.
Institutional shareholder intervention due to Internal controls examples
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bắt đầu học
failure in health and safety. | quality control. | budgetary control.
Institutional shareholder intervention due to Operational performance
bắt đầu học
in terms of divisions within the corporate structure that have persistently under-performed.
Institutional shareholder intervention due to Remuneration policy might relate to...?
2
bắt đầu học
to a failure of the remuneration committee. | to self-serving executive rewards.
self-serving - wyrachowany
Institutional shareholder intervention due to Acquisitions and disposal
bắt đầu học
When executive decisions that have been inadequately challenged by NEDs.
Institutional shareholder intervention due to Succession planning
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A failure to adequately balance board composition. | Or recommendation of replacement executives without adequate quality of the candidate.
Institutional shareholder intervention due to Social responsibility example:
1
bắt đầu học
A failure to adequately protect to instances of environmental contamination.
Sustainable development
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development that meets the needs of the present, | without compromising the ability of future generations.
Sustainability is an attempt to provide the...?
3
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_the best outcomes | for the human and natural environments | both now and into the indefinite future.
Environmental footprint – an attempt to evaluate the size of a company’s impact on the environment in 3 respects:
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Consumption of resources. | Pollution emissions impact on environment. | Measurement of both in terms of harm to the environment.
Social footprint – evaluates sustainability in three areas:
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Human capital. | Social capital. | Constructed capital
Social footprint - Human capital
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Peoples health, | Skills, | Motivation.
to take effective action.
Social footprint - Social capital basics:
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Networks of people.| The mutually-held knowledge and skills... | _they have in order to take effective action.
Social footprint - Constructed capital examples:
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tools | technologies | roads | infrastructures.
_that people produce and use in order to take effective action.
Environmental reporting - generic meaning
bắt đầu học
The disclosure of information on environment related issues and performance by an entity.
Environmental reporting typically contains details of environmental performance in areas such as:
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Measures of emissions. | Consumption of resources.
Like pollution, waste and greenhouse gases. | Such as energy, water and non-renewable mineral deposits.
Drawback of social and environmental reporting
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Additional cost of reporting systems | ambiguity of measures used
Integrated reporting demonstrates the linkages between...?
2
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_between an organisation’s governance | and the social and environmental context within which it operates.
Integrated reporting can help business to take...?
2
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To take more sustainable decisions. | To enable investors and other stakeholders to understand how an organisation is really performing.
Integrated reporting should be a single report which is not...?
bắt đầu học
IR is not mandatory in most jurisdictions.
An integrated report could contain FS information, in which case the IR would fulfil statutory requirements whilst containing lots of other stuff that might be reasonable and useful... or which might be a waste of paper.
Central to Integrated Reporting is the challenge facing organisations to create and...?
bắt đầu học
_sustain value in the short, medium and longer term.
An integrated report is a concise communication about...?
3
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_about how an organisation’s governance, | in the context of its external environment, | lead to the creation of value.
Social capital examples:
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Institutions such as families | communities | businesses.
Natural capital
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Natural resources. | Also the capacity of the world’s carbon sinks — (forests and oceans) — to absorb the waste generated by economic activity.
1. E.g. iron ore, water, oil
Manufactured capital
bắt đầu học
Material goods or fixed assets which contribute to the production process rather than being the output itself – e.g. tools, machines and buildings.
Intellectual capital
4
BRRE
bắt đầu học
Brands. | R&D. | Reputation. | External relationships.
Proprietary information, also known as a trade secret, is information a company wishes to keep confidential. It may can include secret formulas, processes. It can also include a company's business and marketing plans, salary structure or customer lists.
IR - Annual and intercompany comparability
bắt đầu học
The information in the integrated report should be presented on a basis that is consistent over time and in the way that it enables comparison with other organisations.
IR – Orientation to future and strategy. Highlighting...?
bắt đầu học
Highlighting significant risks and opportunities flowing from the organisation’s market position and business model.
IR – Stakeholder relationship
1
bắt đầu học
It should provide insight into quality of the organisation’s relationships with its key stakeholders.
IR – Materiality
1
bắt đầu học
Identifying matters with ability to affect value creation.
IR - Conciseness (Shortness)
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Should give sufficient context, | to understand the organisation’s strategy and prospects | without being burdened by less relevant information.
Reliability and completeness. IR should include all material matters, both...?
bắt đầu học
_both positive and negative, in a balanced way.
AIDA model
The AIDA Model identifies cognitive stages an individual goes through during the buying process for a product or service. It's a purchasing funnel where buyers go to and fro at each stage, to support them in making the final purchase.
bắt đầu học
Awareness | Interest | Desire | Action
Integrated reporting - value creation process
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Value is created through a business model, | which takes inputs from the capitals and transforms them into outputs. | Over time it creates (or destroys) value for its stakeholders.
Who should implement a sound system of internal controls?
bắt đầu học
Directors
Who is ultimately responsible for internal control system?
bắt đầu học
CEO
Who advise on establishing and monitoring internal controls?
bắt đầu học
External auditors
Who need to establish specific internal control for each business unit?
bắt đầu học
Heads of business units
Who need to evaluate the effectiveness of internal controls and recommend improvements?
bắt đầu học
Internal auditors
Who need to set corporate governance policy in respect of internal control procedures?
bắt đầu học
Board of directors
What stakeholders are involved in risk management and internal control?
bắt đầu học
CEO | Board of directors | Risk committee | Executive management | Internal auditors | Unit heads | All employees | External auditors
The aim of Controls
bắt đầu học
Attempt to ensure that risks are minimised
Internal control system definition:
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bắt đầu học
Network of systems established in an organisation to provide reasonable assurance | that organisational objectives will be achieved
Network of systems | to provide reasonable assurance | organisational objectives.
Internal management control
bắt đầu học
Procedures and policies in place to ensure that company objectives are achieved.
Internal control system objectives:
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Safeguarding assets. | Prevention and detection of fraud and errors. | Accuracy and completeness of accounting records.
Internal control system benefits:
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Effectiveness of operations. | Reliability of financial reporting | Compliance with law
Sound internal control system characteristics:
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Embedded within operations. | Able to respond to changing risks. | Procedures for reporting control weaknesses.
Environment of controls
Internal control systems by COSO
bắt đầu học
‘Tone at the top’ or the ethics and culture of the organisation. Set by management philosophy and style.
Risk assessment procedure.
3 | Internal control systems by COSO
bắt đầu học
Set objectives of organisation. | Then for each objective, identify and assess the risk affecting that objective. | Distinguish between controllable and uncontrollable risks.
Activities of control
Internal control systems by COSO
bắt đầu học
Policies and procedures ensuring instructions of management are carried out.
Information and communication
2 | Internal control systems by COSO
bắt đầu học
Communicate correct information to correct people. | Need internal and external information systems.
Monitoring is a ....... Normally doing by ...?
2 | Internal control systems by COSO
bắt đầu học
Control of controls | normally by internal audit function.
Strategic level management responsibilities for internal control and risk.
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bắt đầu học
Monitoring organisation as a whole. | Reviewing IC systems. | Assess the risk outcomes of different decisions.
Tactical level management responsibilities for internal control and risk
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Implement strategic decisions. | Inform strategic managers of control weaknesses. | Advise them on risks identified.
Operational level management responsibilities for internal control and risk.
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Identify risks at operational level. | Report weaknesses to tactical managers. | Controlling day-to-day operations.
Time period
Information characteristic for STRATEGIC level
bắt đầu học
Forecast
Timeliness
Information characteristic for STRATEGIC level
bắt đầu học
Delayed
Objectivity
Information characteristic for STRATEGIC level
bắt đầu học
Subjective
Quantifiability
Information characteristic for STRATEGIC level
bắt đầu học
Qualititative
Accuracy
Information characteristic for STRATEGIC level
bắt đầu học
Approximate
Certainty
Information characteristic for STRATEGIC level
bắt đầu học
Uncertain
Completeness
Information characteristic for STRATEGIC level
bắt đầu học
Partial
Breadth
Information characteristic for STRATEGIC level
bắt đầu học
Broad
Detail
Information characteristic for STRATEGIC level
bắt đầu học
Little detail
Time period
Information characteristic for Operational level
bắt đầu học
Historical
Timeliness
Information characteristic for OPERATIONAL level
bắt đầu học
Immediately available
Objectivity
Information characteristic for OPERATIONAL level
bắt đầu học
Objective
Quantifiability
Information characteristic for OPERATIONAL level
bắt đầu học
Quantitative
Accuracy
Information characteristic for OPERATIONAL level
bắt đầu học
Accurate
Certainty
Information characteristic for OPERATIONAL level
bắt đầu học
Certain
Completeness
Information characteristic for OPERATIONAL level
bắt đầu học
Complete
Breadth
Information characteristic for OPERATIONAL level
bắt đầu học
Specific
Detail payments
Information characteristic for OPERATIONAL level
bắt đầu học
Highly detailed
Risk management strategy needs to be develop for frauds. This strategy should include three key elements:
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bắt đầu học
Fraud prevention | Fraud detection | Fraud response
fraud detection - e.g. performing regular checks, stocktaking or cash counts.
Fraud prevention examples:
CAWS
bắt đầu học
An anti-fraud culture | Risk awareness | Whistleblowing | Sound IC systems
Organisations response to fraud:
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bắt đầu học
Internal action, in accordance with personnel policies | Civil litigation for the recovery of loss | Criminal prosecution through the police
Factors affecting the need for internal audit:
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bắt đầu học
Scale and complexity of company activities | Increase in unacceptable events. | Changes in key risks.
It is now common for companies to use a combination of push and...?
bắt đầu học
and pull systems.
Disclosure – general principles
3
bắt đầu học
AGM is the opportunity to communicate with shareholders. | Annual report only legally-required information to shareholders and other stakeholders. | Mechanism which gives the transparency to the governance.
AGM is the most important, perhaps only opportunity for the directors to communicate with shareholders.
Organisational risks example:
bắt đầu học
the organisation is too moribund and too slow to respond to developments in the market.
moribund - chylący się ku upadkowi
Inadequate system risk example:
bắt đầu học
management information inaccurate and out-of-date.
Fraud risks example:
bắt đầu học
theft of cash or inventory.
Probity risk example:
bắt đầu học
an employee acts unethically and the company’s reputation is damaged.
Reputational risk example:
bắt đầu học
products get a name for being unreliable so the company’s reputation is damaged.
Synergy risk example:
bắt đầu học
Mergers and acquisitions.
Conflict of interest definition:
2
bắt đầu học
Situation in which an individual has compromised independence because of another countervailing interest which may or may not be declared.
compromised independence | countervailing interest (wyrównawczy)
Shareholders have the right to expect each NED to act wholly in the shareholder's interest. Any other factors that might challenge this sole fiduciary duty are likely to give rise to a conflict of interest. Risk that NED take own personal benefits first.
Discuss the ways in which CSR and the ethical stance might differ between non-profit and a commercial business.
3
bắt đầu học
Strategic purpose. | Measures of success. | Directors and staff attitude to financial benefits.
Four roles of nomination committee:
4
bắt đầu học
Policy determination. | Each directors is rewarded for individual contribution. | Annual disclosures to shareholders with remuneration breakdown for each individual with explanation. | Law and voluntary code compliance ensuring.
Eco-Management and Audit Scheme (EMAS) is a management instrument to?
3
bắt đầu học
Evaluate, | Report, | and Improve organizations environmental performance.
What is the main use of EMAS?
Eco-Management and Audit Scheme
bắt đầu học
Use the EMAS registration to demonstrate to customer, suppliers and investors your commitment to environmental care and improvement.
commitment to environmental care
ISO for international standards on environmental management:
bắt đầu học
ISO 14000
ISO 14000 main use:
3
bắt đầu học
Guidance on the development of environmental management systems. | Guidance on environmental auditing. | Coverage of life-cycle issues.
Triple bottom line accounting elements.
3
bắt đầu học
Profit, Planet, People.
3P
Profit: nothing new here as this is the traditional reporting of financial performance.
Planet:
Triple bottom line accounting (3Ps)
bắt đầu học
It deals with environmental and sustainability issues, sometimes known as the organisation’s environmental footprint.
People
2 | Triple bottom line accounting (3Ps)
bắt đầu học
Metrics can include reporting on the ethnic and gender composition. | Comparisons of the wages between different groups.
It deals with social issues.
Business case shows:
2
bắt đầu học
How profits can be increased (in a profit-seeking organisation). | How service levels could be improved in a not-for-profit organisation.
The business case techniques examples:
3
bắt đầu học
Cost-benefit analysis. | NPV. | Decision tree.
The project benefits really begin to be more easily dealt with once they change from...?
bắt đầu học
_from measurable to quantifiable.
Because predictions are needed for DCF calculations.
Project drift
2
bắt đầu học
The objectives and deliverables of the project are never really well defined | or keep changing.
The project sponsor can be regarded as a person to whom...
2
bắt đầu học
to whom the project belongs | and very often is a person or department which is providing the funding.
The person or department who wants the project to be undertaken.
The project manager responsibilities?
3
bắt đầu học
_day-to-day responsibilities | for looking after the progress of the project | and in particular he will be looking after a project team.
The project manager useful abilities:
3
bắt đầu học
Technical ability. | Negotiation ability. | Reporting on progress and difficulties.
Post-implementation review characteristics.
bắt đầu học
This is about what the project achieved. If the project has delivered anything of sufficient value.
Difference in make-up of AC and RmC against Nomination Committee and Risk Management Committee?.
bắt đầu học
Nomination committee and Remuneration Management Committee should comprise majority of NEDs.
In contrast to AC and RmC only Neds.
Risk Management Committee report to...?
bắt đầu học
the Board.
RC B
Risk manager report to...?
bắt đầu học
Risk Management Committee.
Chief internal auditor (CIA) report to the Audit committee.
Operational risks are managed at ...... level.
bắt đầu học
At risk management level (not necessarily board level).
Improvement sharing clause.
bắt đầu học
In the licensing contract it will ensure that patented technology will be improved and perfected with several manufacturers.
Voluntary disclosures are the way of...
bắt đầu học
of redressing the information asymmetry that exist between management and investors.
Voluntary disclosures benefits:
3
bắt đầu học
Fuller picture of the company. | Annual report more forward looking (predictive). | Enable the company to address specific shareholder concerns as they arise (such as responding to negative publicity).
Nomination committee report to...?
bắt đầu học
The Board.
NC B

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