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Financial Reporting and Ethics - The Institute of Chartered ...

Financial Reporting and Ethics - The Institute of Chartered ...

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CORPORATE GOVERNANCE(a)(b)(c)(d)(e)Boards <strong>of</strong> directors need not be set up where there is no legalobligation to do so, unless there is assurance that they will adddistinct value to the running <strong>of</strong> the affairs <strong>of</strong> the corporations. Ifthere is a board in place, the heart <strong>of</strong> its contribution is the role ithas to play in moderating the conflicts <strong>of</strong> interests among thevarious stakeholders;Board members should be experts in their various fields. <strong>The</strong>yshould have deep knowledge <strong>of</strong> the finance, laws <strong>and</strong> regulations<strong>and</strong> complexities <strong>of</strong> the company <strong>and</strong> the industry to which itbelongs. Board members who are deficient in expertise in thecore industry will not be effective partners in the process <strong>of</strong>decision making;<strong>The</strong>re is the need to hire compensation or personnel consultants.<strong>The</strong> appointment should be h<strong>and</strong>led by the board’s compensationcommittee <strong>and</strong> not the company’s human resources <strong>of</strong>ficer, forfairness. <strong>The</strong> consultants are likely to be objective <strong>and</strong>independent, since they are from external sources, rather thanunduly favour top management. <strong>The</strong> consultants will most likelycome up with fair <strong>and</strong> reasonable remuneration packagespayable throughout the company;<strong>The</strong>re should be formal evaluation <strong>of</strong> the managing director orchief executive <strong>of</strong>ficer on a yearly basis. <strong>The</strong> compensationcommittee <strong>of</strong> the board should have vital responsibility <strong>of</strong> annualreview <strong>of</strong> the succession plans for the senior management <strong>of</strong> thecompany, so that there will not be the personalisation <strong>of</strong> <strong>of</strong>fices.Evaluating the chief executive <strong>of</strong>ficer by the board rather thanoutside agency assists him or her to preserve humility. This wouldotherwise not be achievable under the chief executive <strong>of</strong>ficer <strong>of</strong>a sizeable company; <strong>and</strong>Just as with the chief executive <strong>of</strong>ficers, boards should conductperiodic review sessions <strong>of</strong> directors. With the assistance <strong>of</strong>management, directors from outside can evaluate the contribution<strong>of</strong> each <strong>of</strong> their members at, say, five yearly basis, after the firstappointment. Those who are underperforming should not be putforward for re-election.11.6 SCOPE, BACKGROUND AND CONCEPT OF CORPORATE SOCIALRESPONSIBILITY, CORPORATE AND OTHER SOCIAL RESPONSIBILITIES,AND LIMITS OF SOCIAL RESPONSIBILITY ACTIVITIESA school <strong>of</strong> thought believes that it is proper <strong>and</strong> sound for business organisationsto lend their support to worthy community assistance such as building schools<strong>and</strong> hospitals, equipping them with material logistics, or even employing the217

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