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

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FINANCIAL REPORTING AND ETHICS(b)(c)(d)Membership <strong>of</strong> the board should rest on the following attributes:(i)(ii)(iii)(iv)(v)Uprightness in character;Distinctive competencies;Knowledge on board matters;Entrepreneurial bias; <strong>and</strong>Sense <strong>of</strong> accountability, integrity, commitment to the task<strong>of</strong> corporate <strong>and</strong> institutional building.<strong>The</strong> position <strong>of</strong> the chairman <strong>and</strong> chief executive <strong>of</strong>ficer shouldideally be separated <strong>and</strong> held by different persons;<strong>The</strong>re should be a strong non-executive independent director asvice chairman <strong>of</strong> the board, where the position <strong>of</strong> the chairman<strong>and</strong> chief executive <strong>of</strong>ficer are combined in one individual.11.9.4 Managing the Affairs <strong>of</strong> the Board(a)<strong>The</strong> board should meet regularly, at least once in a quarter, withsufficient notices <strong>and</strong> a formal schedule <strong>of</strong> matters or agendaspecifically reserved for deliberations, so as to maintain effectivecontrol over the company, the executive <strong>and</strong> management.(b)(c)(d)<strong>The</strong>re should be an agreed procedure for directors to takeindependent pr<strong>of</strong>essional advice whose cost should be borne bythe company, in furtherance <strong>of</strong> their duties, if necessary.All directors should have access to the advice <strong>and</strong> services <strong>of</strong> thecompany secretary who should be appointed by the board <strong>and</strong> isresponsible for ensuring that corporate procedures are followed<strong>and</strong> that applicable rules <strong>and</strong> regulations are complied with.His removal should be decided by the board only.All the directors should have access to the advice <strong>and</strong> services <strong>of</strong>other pr<strong>of</strong>essionals in the areas where such assistance willimprove the quality <strong>of</strong> their contributions to the overall decisionmaking process.11.9.5 <strong>The</strong> Position <strong>of</strong> Non-Executive Directors(a)Non-executive directors should bring independent judgment tobear on issues such as integrity, performance, resourcemanagement; making key appointments <strong>and</strong> ethical st<strong>and</strong>ards;(b)(c)Shareholders’ approval is required where directors’ servicecontracts are to exceed three years;Other than their fees <strong>and</strong> allowances, non-executive directorsshould not be dependent on the company for their income. <strong>The</strong>yshould be independent <strong>and</strong> not be involved in business228

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