Please enable JavaScript.

Coggle requires JavaScript to display documents.

CHAPTER 3 - Coggle Diagram

- - - - Effective & entrepreneurial board
        
        Promote long-term success
        
        Generating value for shareholders
        
        Contributing to wider society
    - - Align culture and
        
        Purpose
        
        Values
        
        Strategy
      - All directors must act with
        
        Integrity
        
        Lead by examples
        
        Promote the desired culture
    - - Necessary resources are in place
      - Establish a framework of prudent & effective controls
    - - In order for co. to meet its responsibilities to shareholders & stakeholders
        
        Ensure effective engagement with them
        
        Encourage participations from them
    - - Ensure workforce policies & practices
        
        Consistent with co. values
        
        Support sustainable success
      - Workforce should be able to raise any matters of concern
  - - - The chair
        
        Leads the board
        
        Responsible for its overall effectiveness in directing the co.
        
        Demonstrate objective judgments
        
        Promote a culture of
        
        Openness
        
        Debate
        
        Facilitates constructive board relations & effective contributions of NED
        
        Ensures directors receive accurate, timely & clear info
    - - Appropriate combination of executive & independent non-executive directors
        
        No one dominates the board's decision making
        
        Clear division of responsibilities bet.
        
        Leadership of board
        
        Executive leadership of co. business
    - - NED should have sufficient time to meet their board responsibilities
      - They should provide
        
        Constructive challenge
        
        Strategic guidance
      - They should offer specialist advice
      - They should hold management to account
    - - The board supported by secretary
        
        Ensure that it has
        
        Time
        
        Resources
        
        Info
        
        Process
        
        Policies
  - - - Appointment to the board
        
        Formal
        
        Rigorous
        
        Transparent
      - Effective succession plan should be maintained for
        
        Board
        
        Senior management
      - Both appointment & succession plan based on
        
        Merit
        
        Objective criteria
    - - Combinations of
        
        Skills
        
        Experience
        
        Knowledge
      - Membership should be regularly refreshed
    - - Annual evaluation
        
        Composition
        
        Diversity
        
        How effectively members work together
      - Individual evaluation
        
        Whether each director continues to contribute effectively
  - - - Establish transparent & formal policies & procedures
        
        To ensure
        
        Independence & effectiveness of internal & external audit functions
        
        Satisfy itself on the integrity of financial/narrative statements
    - - The board should present
        
        Fair
        
        Balanced
        
        Understandable assessment
        
        Co. position & prospects
    - - Establish procedures
        
        Manage risk
        
        Oversee IC framework
        
        Determine nature & extend of principle risk
        
        Co. is willing to take
        
        In order to achieve its long-term strategic objectives
  - - - Remuneration policies & practices should be designed
      - Effective remuneration should be aligned to co. purpose & values
    - - Formal & transparent procedure
        
        To develop policy on remuneration
        
        Executive remuneration
        
        Director & senior management remuneration
      - No director should involve in deciding their remuneration
    - - Directors should exercise independent judgment & discretion
        
        When authorising remuneration outcomes
- - - - How they should be directed & controlled
  - - - How they applies the principles
      - Statement of compliance with the code
        
        Non-compliance
        
        Explain
        
        Comply or explain
- - - - Monitor FS
      - Review IC & risk management system
      - Monitor & review effectiveness of internal audit department
      - Consider annually whether there is need for internal audit function
      - Monitors arrangements safeguarding the privacy of whistle blowers
      - Recommend appointment, reappointment & removal of external auditors
      - Approve remuneration & engagement terms of external auditors
      - Review & monitor independence & objectivity of external auditor
      - Implement policies on supply of non-audit services by external auditor
  - - - Credibility & objectivity of financial reports
    - - As the audit committee can specialize in problems of financial reporting
    - - Internal auditors to report
        
        Increases their independence
  - - - Formalised reporting procedures
- - - - Relationship with its stakeholders
        
        Fairness
        
        Transparency
        
        Accountability