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Corporate governance - Coggle Diagram

- - - - Encourage participation of shareholders and other stakeholders
        
        understand the views of co's other key stakeholders
        
        identify and manage conflicts of interest
        
        Regular engagement w major shareholders - AGM
        
        board thông báo ý kiến or actions taken no later than 6 months after shareholder meeting
      - Ensure workforce policies
        
        engagement w workforce
        
        có phương pháp để nv báo cáo lại vấn đề
      - Provide leadership strategic aim
        
        Establish company's purpose, values and strategy and culture align
        
        assess and monitor culture
        
        concern ab the operation of the boards in board minutes
        
        make resource available to support strategic aim
        
        assess the company generation and preserve value over the LT
  - - - Chair of board should not be chair of committee when it is dealing w appointment on their successor
      - The chair of committee => NED
    - - Re-election
        
        all directors => annual re election
        
        the chair should remain in position beyond 9 year
      - performance evaluation
        
        annual evaluation ò performance of board, committee, chair, director
        
        each director is evaluated based on effectiveness on contributions and time commitment
    - - over 50% members => independent NED
  - - - at least 3 NEDs for premium listed co
      - at least 2 NEDs for smaller co
      - Chairman ><member of committee
      - at least 1 member of committee have recent relevant financial experience
    - - chair by an NED
      - Chairman >< chair of committee
    - - FS: review integrity; check fair, balanced, understandable
      - financial control and risk management
        
        review internal control => effective internal audit function?
        
        If internal audit function does not exist => audit committee give advice whether one is needed or not
      - External auditor
        
        recommendation to board => appoint, reappoint, remove external auditor
        
        review, monitor external auditor
  - - - at least 2 NEDs - smaller listed
      - chairman >< chair of committee
      - at least 3 NEDs - premium listed
    - - chaired by NED
      - served on remuneration committee at least 12
        months
    - - ED
        
        remuneration based on promotion long term
        success of company
        
        remuneration committee set remuneration
        
        Policy is transparent and promote effective engagement w shareholders and the workforce
        
        only basic salary should be pensionable
        
        notice or contract periods shoud be one year
        or less
        
        Shareholders are invited to approve all new LT incentive scheme or change of existing schemes => shareholder approval
      - NED
        
        remuneration based on time commitment +
        responsibility
        
        Remuneration for all NEDs should not include share options or other performance related elements
        
        board sets remuneration
        
        if any share option -> shareholder approval