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    ACCAbwin体育保险投注《P1专业会计师》笔记3


    时间:2015-10-28 来源:ACCA/CAT 浏览次数:118  【华夏培训网:中国教育培训第一门户

      Non-executive Directors  Role Purpose  (1) Strategy Role. Non-executive directors should contribute tostrategy

      Non-executive Directors

      Role & Purpose

      (1) Strategy Role. Non-executive directors should contribute tostrategy success, challenging strategy, and offering advice on direction.

      (2) Scrutiny Role. Non-executive directors should scrutinize theperformance of executive management. They should represent the shareholders’interests to ensure agency issues don’t arise to reduce shareholder value.

      (3) Risk Role. Non-executive directors should ensure the company has arobust system of internal controls and system of risk management in place.

      (4) People Role. Non-executive directors should be responsible forappointing & removing senior managers, and determining appropriate levelsof remuneration for executives.

      Independence

      Non-executive directors should beindependent-minded, which means exercising objective judgment in the bestinterests of the corporation whatever the consequences for the directorpersonally. Non-executive directors should provide a balancing influence, andplay a key role in reducing conflicts of interest between management andshareholders.

      (Why)

      (1) Providing a detached and objective view of board decisions.

      (2) Providing shareholders with an independent voice on the board.

      (3) Reducing self-interest in the behavior of executives.

      (4) Providing expertise and communicate effectively.

      (How)

      (1) Non-executive directors should have no business, financial or otherconnection with the company except director’s fee and shareholdings.

      (2) Cross-directorships are a particular threatto independence of non-executive directors. It is where an executive directorof firm A is a non-executive director of firm B, and an executive director offirm B is a non-executive director of firm A.

      (3) Non-executive directors should not take part in share option schemeand their service should not be pensionable.

      (4) Appointment of non-executive directors should be for a specifiedterms and reappointment should not be automatic.

      Advantages/disadvantages

      (Advantages)

      (1) Non-executive directors provide independent element on the board.It implies that they have the detachment to be able to monitor the company’saffairs effectively.

      (2) Non-executive directors may have experiences and knowledge whichexecutive directors don not have. It expands the resources available formanagement to use.

      (3) Non-executive directors may improve the communication betweenshareholders and company and are often a comfort factor for third party such ascreditors.

      (4) Non-executive directors can provide wider perspective, andinstitutional perception is enhanced.

      (Disadvantages)

      (1) Non-executive directors may have difficulty imposing their viewsupon the board.

      (2) Non-executive directors face the problem of limited time that theycan devote to their role.

      (3) Non-executive directors may damage company performance by weakeningboard unity and stifling entrepreneurship.

      (4) Poor remuneration might lead people don’t want the job of beingnon-executive director. On the other hand, high-caliber non-executive directorsmay gravitate towards the best-run companies rather than companies which aremore in need of input from good non-executives.

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