Mak Yuen Teen SIAS Corporate Governance Conference, 8 October 2008 Corporate gov

Mak Yuen Teen SIAS Corporate Governance Conference, 8 October 2008 Corporate gov

Mak Yuen Teen SIAS Corporate Governance Conference, 8 October 2008 Corporate gov

Tabanico, Sonia, General Manager has reference to this Academic Journal, PHwiki organized this Journal Mak Yuen Teen SIAS Corporate Governance Conference, 8 October 2008 Corporate governance refers to having the right people, structure in addition to processes to direct in addition to manage the company, in order to enhance its long-term value, through enhancing per as long as mance, accountability in addition to risk management. It is about empowering management, while ensuring that there is adequate oversight in addition to accountability. Having the right people is as (more) important as structure in addition to processes Robust risk management is critical to good corporate governance ( in addition to may be undermined by design of “pay as long as per as long as mance” schemes) The board should not micro-manage

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To improve substance, the board must: believe in accountability take responsibility as long as governance seek continuous improvements incorporate good governance principles into everything it does Hold directors in addition to senior management to the highest ethical st in addition to ards having a code of conduct or ethics as long as directors in addition to senior management is a good start en as long as cing ethical st in addition to ards on directors in addition to senior management is critical Rigorous processes should be followed in: recruiting the right directors, which involves assessing current mix of skills in addition to backgrounds of directors against the desired mix, in addition to having a robust process as long as identifying in addition to selecting c in addition to idates diversity in competencies in addition to backgrounds is valuable provided it’s not “tokenism” (e.g., specialists/generalists, CEOs/non-CEOs, local/ as long as eign directors, gender, races, private/public/non-profit, etc.)

Pros: knowledge of overseas market in which company has a listing or significant business not part of “old boys’ network” so better able to express dissenting views influence the board to adopt international good practices Cons lack of knowledge of local laws in addition to practices difficulty in actively contributing to board in addition to committee work difficulty in paying them adequate fees or may lead to fee escalation as long as entire board if no policy on differential fees as long as as long as eign directors Rigorous processes should be followed in: inducting in addition to developing directors assessing independence of independent directors to ensure that they are independent in substance, continue to be so, in addition to likely to be perceived to be so assessing board in addition to director per as long as mance to ensure that the board in addition to individual directors are in fact adding value In the UK, the Institute of Chartered Secretaries in addition to Administrators (ICSA) has published a guidance note on “Induction of Directors” (, divided into: essential in as long as mation to be provided immediately (directors’ duties, company’s business, board issues); additional material to be provided within the first few months additional in as long as mation which the company secretary might consider making the director aware of

“Principles-based” approach to assessment of independence by the NC: determines whether the director is caught by one of the 4 relationships in guideline 2.1 considers whether there is any other relationship or factor which may influence the director’s ability to act independently (e.g., long tenure, interlocks) considers the director’s actual behaviour carefully explains why director is deemed independent where threats to independence exist A typical board assessment questionnaire may cover: board structure, roles in addition to responsibilities board meeting processes board culture in addition to relationships board’s access to in as long as mation in addition to management board’s involvement in strategy in addition to planning board’s involvement in monitoring Committee per as long as mance should also be assessed Some key issues: Feedback from management Feedback from key shareholders Use of external party Simple annual, plus more comprehensive less regular, evaluations Quantitative vs qualitative Benchmarking to other boards Using the results of assessment

Board in addition to management must have a good working relationship but without becoming too close Board in addition to management must have clear underst in addition to ing of their respective roles in addition to responsibilities Board should delegate clearly, have clear reserved powers in addition to supervise its delegation Supervising delegation requires the board to be pro-active in asking questions in addition to seeking in as long as mation Certain reserved powers can be delegated to board committees but this should be explicit Beware of board committees over-reaching into management Approval of vision, mission, values statement, code of ethics in addition to strategic plan Recommendation to appoint/change auditors Recommendation on the remuneration of auditors Approval of auditors’ engagement letter Review of auditors’ recommendations in addition to observations Approval of all circulars in addition to other documents, including those required by the stock exchange to be sent to shareholders Approval of press releases on matters decided by the Board Approval/review of interested party transactions

Approval of interim in addition to final accounts in addition to reports Approval of interim dividends in addition to recommendation of a final dividend Approval of all significant changes in accounting policies in addition to practices Approval of budget Approval of all changes to the organisation of senior management Approval of CEO remuneration in addition to policy Approval of individual items of expenditure in excess of a stated amount An internal control system should include at least the following: explicit assignment of responsibilities as long as internal control procedures as long as assessing the effectiveness of internal controls reporting of significant risk in addition to internal control matters to the Board in addition to CEO whistleblowing arrangements According to the ASX recommendations, a sound risk management system should include: policies on risk oversight in addition to management, which clearly describe roles in addition to accountabilities policies which cover oversight; risk profile; risk management; compliance in addition to control; in addition to assessment of effectiveness the board’s oversight of establishment in addition to implementation of the risk management system, in addition to review of its effectiveness at least annually

risk profile should cover material financial in addition to non-financial risks, in addition to should be regularly reviewed in addition to updated management’s responsibility as long as establishing in addition to implementing a system as long as identifying, assessing, monitoring in addition to managing material risk throughout the organisation means of analysing the effectiveness of its risk management system in addition to effectiveness of implementation There is often an over-reliance on cash bonuses based on annual profits in addition to stock options to “pay as long as per as long as mance” Such “pay as long as per as long as mance” schemes encourage senior executives to take on more risk without bearing the full consequences (they have asymmetric payoffs) Relative TSR also does not properly account as long as risk

Is it time as long as risk-adjusted measures to be used as long as rewarding CEOs (but CEOs have considerable power in influencing pay level in addition to policy) Different pay as long as per as long as mance schemes may be appropriate as long as different types of companies in addition to as long as different senior executives within the company Stock options are generally inappropriate as long as NEDs May need to consider raising premiums as long as chairmen relative to NEDs in Singapore NED fees are too low as long as some companies but may be reaching competitive levels as long as larger companies Attendance fees may be starting to create dysfunctional incentives in some companies Questions Slides can be downloaded from email:;

Tabanico, Sonia KZLZ-FM General Manager

Tabanico, Sonia General Manager

Tabanico, Sonia is from United States and they belong to KZLZ-FM and they are from  Tucson, United States got related to this Particular Journal. and Tabanico, Sonia deal with the subjects like Hispanic Interest

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