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.
1. Introduction 2. Chapter 1. What is Corporate Governance? 3. 1.1. Definition 4. 1.2. Some key concepts encountered in the world of corporate governance 5. 1.3. Corporate governance rules 6. 1.4. The emerging UK and international trends 7. Chapter 2. Overview of Corporate Governance Codes, Rules, Guidance and Other Publications 8. 2.1. The framework 9. 2.2. Recent UK developments 10. 2.3. The Higgs Review 11. 2.4. The Smith Report 12. 2.5. Investor group guidelines on CSR matters 13. 2.6. The Combined Code 14. 2.7. The FSA's Listing, Prospectus, Disclosure and Transparency Rules 15. 2.8. The Turnbull report 16. 2.9. The London Stock Exchange 17. 2.10. The Association of Investment Companies (‘AIC’) 18. 2.11. The Higgs review 19. 2.12. The Smith Report 20. Chapter 3. Governance Post-Companies Act 2006, with Specific Reference to Shareholder Issues 21. 3.1. General 22. 3.1. Timetable of events 23. 3.2. Background to the Companies Act 2006 24. 3.3. Key shareholder issues under the Act 25. 3.4. Other shareholder issues 26. 3.5. Information Rights 27. Chapter 4. Corporate Governance Post-Companies Act 2006, Part 2 28. 4.1. Electronic communications provisions 29. 4.2. Interaction of the act with the Transparency Directive 30. 4.3. The statutory liability regime 31. 4.4. Interaction with the Takeovers Directive 32. 4.5. Other miscellaneous changes which came into effect on 6 April 2007 33. 4.6. Directors' duties 34. 4.7. Directors – appointment and other matters 35. 4.8. Derivative claims 36. 4.9. Business Review 37. 4.10. Liability limitation agreements – auditors 38. 4.11. Other matters relating to auditors 39. 4.12. Deregulation 40. 4.13. Share capital 41. 4.14. Financial assistance 42. 4.15. AGMs – quoted companies 43. 4.16. Summary 44. Chapter 5. Internal Controls and Risk Management 45. 5.1. Background 46. 5.2. The Turnbull Report 47. 5.3. The Board's Responsibility 48. 5.4. The risks that should be considered 49. 5.5. Effectiveness of internal control system 50. 5.6. Reviewing the effectiveness of internal controls 51. 5.7. Statement in the accounts 52. 5.8. Practical steps to implement Turnbull 53. 5.9. Monitor ongoing performance 54. 5.10. Keeping a record 55. 5.11. The role of the company secretary 56. 5.12. The Audit Committee 57. Chapter 6. Disclosure and Reporting Responsibilities 58. 6.1. The trends in reporting – increasing focus on non-financial matters 59. 6.2. Financial reporting matters 60. 6.3. Annual accounts and reports 61. 6.4. Applicable accounting standards 62. 6.5. Accounting periods 63. 6.6. Access to accounting records 64. 6.7. Approval and signature 65. 6.8. True and fair requirement 66. 6.9. Signature of accounts 67. 6.10. Directors' liability 68. 6.11. Laying of accounts by private and public companies 69. 6.12. Resolution 70. 6.13. Sending copies of accounts to members 71. 6.14. Electronic form 72. 6.15. Disclosure rules and transparency rules (DTR) 73. 6.16. The right to demand copies of accounts and reports 74. 6.17. Delivery of accounts to the registrar of companies 75. 6.18. Late delivery 76. 6.19. Publication of statutory and non-statutory accounts 77. 6.20. Statutory accounts 78. 6.21. Non-statutory accounts 79. 6.22. Revision of defective accounts and reports 80. 6.23. The enhanced business review 81. 6.24. The annual business review (ABR) 82. 6.25. Untrue or misleading statements or omissions 83. 6.26. The Climate Change Act: greenhouse gas emissions 84. Chapter 7. Directors’ Remuneration 85. 7.1. Remuneration committees 86. 7.2. The Combined Code and remuneration 87. 7.3. Composition of the remuneration committee 88. 7.4. Chairmanship of the remuneration committee 89. 7.5. Meetings of the remuneration committee 90. 7.6. Attendance 91. 7.7. Records 92. 7.8. Relationship with the nomination committee 93. 7.9. Duties of the remuneration committee 94. 7.10. Terms of reference of the remuneration committee 95. 7.11. Disclosures in relation to the committee 96. 7.12. Key aspects of remuneration policy 97. 7.13. Service contracts and notice periods 98. 7.14. Procedure for developing a remuneration policy 99. 7.15. Remuneration of non-executive directors 100. 7.16. Disclosure of directors’ remuneration 101. 7.17. Guidelines and views of institutional investors 102. 7.18. Use of remuneration consultants 103. 7.19. Designing incentives 104. 7.20. Points for caution 105. 7.21. Assessing base salaries 106. Index
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.
1. Introduction 2. Chapter 1. What is Corporate Governance? 3. 1.1. Definition 4. 1.2. Some key concepts encountered in the world of corporate governance 5. 1.3. Corporate governance rules 6. 1.4. The emerging UK and international trends 7. Chapter 2. Overview of Corporate Governance Codes, Rules, Guidance and Other Publications 8. 2.1. The framework 9. 2.2. Recent UK developments 10. 2.3. The Higgs Review 11. 2.4. The Smith Report 12. 2.5. Investor group guidelines on CSR matters 13. 2.6. The Combined Code 14. 2.7. The FSA's Listing, Prospectus, Disclosure and Transparency Rules 15. 2.8. The Turnbull report 16. 2.9. The London Stock Exchange 17. 2.10. The Association of Investment Companies (‘AIC’) 18. 2.11. The Higgs review 19. 2.12. The Smith Report 20. Chapter 3. Governance Post-Companies Act 2006, with Specific Reference to Shareholder Issues 21. 3.1. General 22. 3.1. Timetable of events 23. 3.2. Background to the Companies Act 2006 24. 3.3. Key shareholder issues under the Act 25. 3.4. Other shareholder issues 26. 3.5. Information Rights 27. Chapter 4. Corporate Governance Post-Companies Act 2006, Part 2 28. 4.1. Electronic communications provisions 29. 4.2. Interaction of the act with the Transparency Directive 30. 4.3. The statutory liability regime 31. 4.4. Interaction with the Takeovers Directive 32. 4.5. Other miscellaneous changes which came into effect on 6 April 2007 33. 4.6. Directors' duties 34. 4.7. Directors – appointment and other matters 35. 4.8. Derivative claims 36. 4.9. Business Review 37. 4.10. Liability limitation agreements – auditors 38. 4.11. Other matters relating to auditors 39. 4.12. Deregulation 40. 4.13. Share capital 41. 4.14. Financial assistance 42. 4.15. AGMs – quoted companies 43. 4.16. Summary 44. Chapter 5. Internal Controls and Risk Management 45. 5.1. Background 46. 5.2. The Turnbull Report 47. 5.3. The Board's Responsibility 48. 5.4. The risks that should be considered 49. 5.5. Effectiveness of internal control system 50. 5.6. Reviewing the effectiveness of internal controls 51. 5.7. Statement in the accounts 52. 5.8. Practical steps to implement Turnbull 53. 5.9. Monitor ongoing performance 54. 5.10. Keeping a record 55. 5.11. The role of the company secretary 56. 5.12. The Audit Committee 57. Chapter 6. Disclosure and Reporting Responsibilities 58. 6.1. The trends in reporting – increasing focus on non-financial matters 59. 6.2. Financial reporting matters 60. 6.3. Annual accounts and reports 61. 6.4. Applicable accounting standards 62. 6.5. Accounting periods 63. 6.6. Access to accounting records 64. 6.7. Approval and signature 65. 6.8. True and fair requirement 66. 6.9. Signature of accounts 67. 6.10. Directors' liability 68. 6.11. Laying of accounts by private and public companies 69. 6.12. Resolution 70. 6.13. Sending copies of accounts to members 71. 6.14. Electronic form 72. 6.15. Disclosure rules and transparency rules (DTR) 73. 6.16. The right to demand copies of accounts and reports 74. 6.17. Delivery of accounts to the registrar of companies 75. 6.18. Late delivery 76. 6.19. Publication of statutory and non-statutory accounts 77. 6.20. Statutory accounts 78. 6.21. Non-statutory accounts 79. 6.22. Revision of defective accounts and reports 80. 6.23. The enhanced business review 81. 6.24. The annual business review (ABR) 82. 6.25. Untrue or misleading statements or omissions 83. 6.26. The Climate Change Act: greenhouse gas emissions 84. Chapter 7. Directors’ Remuneration 85. 7.1. Remuneration committees 86. 7.2. The Combined Code and remuneration 87. 7.3. Composition of the remuneration committee 88. 7.4. Chairmanship of the remuneration committee 89. 7.5. Meetings of the remuneration committee 90. 7.6. Attendance 91. 7.7. Records 92. 7.8. Relationship with the nomination committee 93. 7.9. Duties of the remuneration committee 94. 7.10. Terms of reference of the remuneration committee 95. 7.11. Disclosures in relation to the committee 96. 7.12. Key aspects of remuneration policy 97. 7.13. Service contracts and notice periods 98. 7.14. Procedure for developing a remuneration policy 99. 7.15. Remuneration of non-executive directors 100. 7.16. Disclosure of directors’ remuneration 101. 7.17. Guidelines and views of institutional investors 102. 7.18. Use of remuneration consultants 103. 7.19. Designing incentives 104. 7.20. Points for caution 105. 7.21. Assessing base salaries 106. Index
