Corporate Governance (eBook)

A practical guide for accountants

Catherine Turner (Autor)

eBook Download: PDF | EPUB

2009 | 1. Auflage
196 Seiten
Elsevier Science (Verlag)
978-0-08-094213-1 (ISBN)

Infos

This book will provide a user-friendly guide to current and emerging issues in corporate governance, especially for accountants and directors. The book explains terminology used in a jargon free way, and sets out to give you a practical guide to establishing a robust, yet workable governance framework for your enterprise.
The book also guides you through the process of dealing with the particular issues relating to listed companies, and to those with exposures in other countries which may bring other jurisdictions? governance requirements to bear.
The book is intended to appeal to accountants who are not professionals in corporate governance matters. It therefore aims to give them a user-friendly manual/guide to the issues of which they need to be aware. A quick reference guide. In addition the book provides a valuable update on the evolution of the concept of governance, and where the international trends appear to be going.
The author is a financial services and regulatory consultant. She is also Manager, Corporate Governance for an international life company, and also an examiner and moderator who lectures and writes extensively on a wide range of compliance and financial services matters.
The book is organised into the following sections.
Section 1: what is corporate governance? How has it evolved, and what are the emerging trends?
Section 2: a practical guide to establishing and implementing a robust governance framework
* covers the concept of Corporate Governance from the point of view of accountants and directors and what these groups need to be aware of
* explains the sensible steps that should be taken to document and provide evidence of their compliance with the various legislation in place
* provides accountants with a practical, user-friendly manual to the governance issues which they need to be aware of.

Catherine is Group Compliance Officer for Maitland (www.maitlandgroup.com) and also
an Associate Lecturer in Financial Services at the Isle of Man College of Further Education.
Prior to her current position she was Head of Legal, Compliance and Risk - Global Fund Services, Bank of Bermuda (Isle of Man) Ltd. She has been in the financial services industry for 20 years. She has also held positions as Manager, Marketing and Product Development for an international financial services provider, and was a Policy Adviser to the Isle of Man Government Financial Supervision Commission specialising in the development of the regulatory framework for collective investment schemes. She is a Fellow of the Chartered Institute of Bankers, a Member of the Securities Institute, a Member of the Society of Financial Advisers and an Associate of the Life Insurance Association by Diploma.She lectures internationally on subjects including fund management, regulation and compliance, insider dealing, investor protection regimes, and mortgage lending, and is Associate Lecturer, Financial Services at the Isle of Man College of Further Education. She has been engaged by the Africa Centre for Investment Analysis to deliver a 3-day course in November 2003 covering Insider Dealing Regimes, Investor Protection Regimes and International Funds.

Inhalt

Front Cover 1
Corporate Governance 4
Copyright 5
Contents 6
Introduction 8
Section 1 Background Issues 10
Chapter 1 What is Corporate Governance? 12
1.1 Definition 14
1.2 Some key concepts encountered in the world of corporate governance 14
1.3 Corporate governance rules 17
1.4 The emerging UK and international trends 18
Chapter 2 Overview of Corporate Governance Codes, Rules, Guidance and Other Publications 32
2.1 The framework 34
2.2 Recent UK developments 35
2.3 The Higgs Review 38
2.4 The Smith Report 39
2.5 Investor group guidelines on CSR matters 39
2.6 The Combined Code 42
2.6.1 Tailored versions of the combined code 48
2.7 The FSA’s Listing, Prospectus, Disclosure and Transparency Rules 49
2.8 The Turnbull report 50
2.9 The London Stock Exchange 51
2.10 The Association of Investment Companies (‘AIC’) 52
2.11The Higgs review 53
2.12 The Smith Report 54
Chapter 3 Governance Post- Companies Act 2006, with Specific Reference to Shareholder Issues 56
3.1 General 58
3.1 Timetable of events 58
3.2 Background to the Companies Act 2006 68
3.3 Key shareholder issues under the Act 73
3.4 Other shareholder issues 74
3.5 Information Rights 76
Section 2 A Practical Guide to Establishing a Framework 78
Chapter 4 Corporate Governance Post-Companies Act 2006, Part 2 80
4.1 Electronic communications provisions 82
4.2 raction of the act with the Transparency Directive 84
4.3 The statutory liability regime 85
4.4 Interaction with the Takeovers Directive 87
4.5 Other miscellaneous changes which came into effect on 6 April 2007 88
4.6 Directors' duties 89
4.7 Directors - appointment and other matters 96
4.8 Derivative claims 98
4.9 Business Review 99
4.10 Liability limitation agreements - auditors 101
4.11 Other matters relating to auditors 102
4.12 Deregulation 103
4.13 Share capital 106
4.14 Financial assistance 108
4.15 AGMs - quoted companies 108
4.16 Summary 110
Chapter 5 Internal Controls and Risk Management 112
5.1 ground 114
5.2 The Turnbull Report 115
5.3 The Board’s Responsibility 116
5.4 The risks that should be considered 117
5.5 Effectiveness of internal control system 118
5.6 Reviewing the effectiveness of internal controls 118
5.7 Statement in the accounts 119
5.8 Practical steps to implement Turnbull 120
5.9 Monitor ongoing performance 123
5.10 Keeping a record 123
5.11 The role of the company secretary 124
5.12 The Audit Committee 126
Chapter 6 Disclosure and Reporting Responsibilities 132
6.1 The trends in reporting - increasing focus on non-financial matters 134
6.2 Financial reporting matters 137
6.3 Annual accounts and reports 143
6.4 Applicable accounting standards 145
6.5 Accounting periods 145
6.6 Access to accounting records 146
6.7 Approval and signature 147
6.8 True and fair requirement 147
6.9 Signature of accounts 147
6.10 Directors’ liability 148
6.11 Laying of accounts by private and public companies 149
6.12 Resolution 150
6.13 Sending copies of accounts to members 150
6.14 Electronic form 151
6.15 Disclosure rules and transparency rules (DTR) 151
6.16 The right to demand copies of accounts and reports 152
6.17 Delivery of accounts to the registrar of companies 152
6.18 Late delivery 154
6.19 Publication of statutory and non-statutory accounts 156
6.20 Statutory accounts 156
6.21 Non-statutory accounts 156
6.22 Revision of defective accounts and reports 157
6.23 The enhanced business review 159
6.24 The annual business review (ABR) 164
6.25 Untrue or misleading statements or omissions 170
6.26 The Climate Change Act: greenhouse gas emissions 171
Chapter 7 Directors’ Remuneration 172
7.1 Remuneration committees 174
7.2 The Combined Code and remuneration 174
7.3 Composition of the remuneration committee 175
7.4 Chairmanship of the remuneration committee 176
7.5 Meetings of the remuneration committee 176
7.6 Attendance 177
7.7 Records 177
7.8 Relationship with the nomination committee 178
7.9 Duties of the remuneration committee 178
7.10 Terms of reference of the remuneration committee 178
7.11 Disclosures in relation to the committee 179
7.12 Key aspects of remuneration policy 181
7.13 Service contracts and notice periods 182
7.14 Procedure for developing a remuneration policy 183
7.15 Remuneration of non-executive directors 184
7.16 Disclosure of directors’ remuneration 186
7.17 Guidelines and views of institutional investors 186
7.18 Use of remuneration consultants 188
7.19 Designing incentives 188
7.20 Points for caution 189
7.21 Assessing base salaries 190
Index 192

Produkt-Details

• Erscheint lt. Verlag: 2.7.2009
• Sprache: englisch
• Themenwelt: Recht / Steuern ► Wirtschaftsrecht
• Themenwelt: Wirtschaft ► Betriebswirtschaft / Management ► Finanzierung
• Themenwelt: Wirtschaft ► Betriebswirtschaft / Management ► Rechnungswesen / Bilanzen
• ISBN-10: 0-08-094213-X / 008094213X
• ISBN-13: 978-0-08-094213-1 / 9780080942131