The effectiveness of non-executive directors is becoming to be seen as critical for the contribution to the effectiveness of corporate governance in providing investor protection. Relevant situational and sectoral experience enhances the effectiveness of non-executive directors. Jebb (1998) cited in Ahwireng-Obeng, Mariano and Viedge (2005) suggests that it is a better strategy to hire non-executive directors who have experience in similar as well as other sectors and situations that the company is likely to face than search for a particular expertise in a director. According to Pincombe (2000), this enables the utilisation of specialist skills in different fields and the broadening of experience (Ahwireng-Obeng, Mariano and Viedge, 2005). To a certain extent, the tenure of service also has impact on the effectiveness of non-executive directors. Feldman (1992) is of the view that a board that services a business well today may not be qualified to lead it five years from now as markets and products evolve. Therefore, the appointments of non-executive directors should be for a specific term and new members should be appointed as and when needed. One suggestion is that by serving for more than ten years, the board member tends to become too close to senior management to provide objective oversight (Ahwireng-Obeng, Mariano and Viedge, 2005). However, this could provide the in-depth knowledge and institutional memory that a new board member has to work hard to acquire (Fleming, 1998 cited in Ahwireng-Obeng, Mariano and Viedge, 2005). As for the selection and appointment, “good boards do not just ‘happen’; they are carefully constructed working teams” (Vennat, 1995). In other words, it is by selecting and developing appropriate indiv... ... middle of paper ... ...m their duties, particularly those sitting on the Nominations Committee, Remuneration Committee and Audit Committee on an irregular basis, meeting only a few times a year (Pass, 2008). Due to limited time of involvement, non-executive directors could be too "remote" from internal decision-making processes to make an effective contribution and lack of information. The effectiveness of non-executive directors would be undermining when they are uninformed about the challenges they face. Hurley (2000) cited in Ahwireng-Obeng, Mariano and Viedge (2005) suggests that making the following list of information available to non-executive directors can contribute to their focus and productivity: board policies, committee guidelines, board minutes, authority annotations, contract summaries, organisational charts, member surveys and analyses, and programme or project analyses.
The overall idea that Nadar, Green and Seligman present is that we need to allow the board to play its original role and to remove the excessive amounts of power that are current held by the highest company executives. Their goal is to make companies democratic just like the American system government and to make all who participate accountable for the actions they take.
This case study then outlines the governing body with 14 individuals including the executive directors, five senior managers,
One reason enterprises use informal method of succession because of the emotional aspect of having to judge the CEO on his or her performance (Cheloha, 2009). Since electing a new successor who is similar to the predecessor or a high-potential within the organization can be risky, the board of directors must be cautious of hurting other people’s feelings when they overlooked for someone (Cheloha, 2009). In addition, if the new successor were to leave, their loyal other ‘cream of the crop’ can walk out the door along with them and leave a lot more critical vacancies to fill (Cheloha,
While the scenario is presented as a fictional work, it may well be that this occurs on a daily basis. The conclusions here are based on observations and cultural views. There are many other factors that can be used to determine who should succeed a CEO that is retiring. Some of the items that might be considered are if a style change is needed or the persons experience.
Corporate gorverance as a system are directed and controlld by companies. Initially, their board of directors should take responsible for the gorverance of companies, which include setting strategic aims of companies , guarantee an effective leadership, supervising the proformance of business management and reporting on it to shareholders. The board's action should comply with the law, regulations and shareholders. In addition, the shareholders also play an important role in gorverance and they have right to decide who can be employed as the companies' directors and auditors to provide good governance structure for them. Therefore, corporate goverance can be regarded as what the board of a company does and how it sets the values of the company.
This report gives the brief overview of the concept of corporate governance, its evolution and its significance in the corporate sector. The report highlights various key issues and concerns that are faced by the organizations while effectively implementing and promoting Corporate Governance.
The Board of Directors is consisted of 11 members: James M. Elliot, the Chairman of the Board, 3 inside members and 7 outside members. The economy is stable and profitable, but that also means a lot of competition in the market. This poses a great opportunity for the company to grow and gain more of the market share. The only foreseeable real threat that the company will face is new competitors in the market.
As a consequence of the separate legal entity and limited liability doctrines within the UK’s unitary based system, company law had to develop responses to the ‘agency costs’ that arose. The central response is directors’ duties; these are owed by the directors to the company and operate as a counterbalance to the vast scope of powers given to the board. The benefit of the unitary board system is reflected in the efficiency gains it brings, however the disadvantage is clear, the directors may act to further their own interests to the detriment of the company. It is evident within executive remuneration that directors are placed in a stark conflict of interest position in that they may disproportionately reward themselves. The counterbalance to this concern is S175 Companies Act 2006 (CA 2006) this acts to prevent certain conflicts arising and punishes directors who find themselves in this position. Furthermore, there are specific provisions within the CA 2006 that empower third parties such as shareholders to influence directors’ remuneration.
The debate whether diversity is beneficial to corporate governance or not has persisted over the years. In this context, the concept of diversity relates to boardroom composition and the wide-ranging blend of characteristics, expertise, and attributes supplied by individual board members (Grosvold, Brammer and Rayton, 2007, p. 344). What is more, diversity in corporate boards of directors can assume a variety of forms, counting individual demographics such as, nationality, race, ethnicity, and gender (Singh, Terjesen, and Vinnicombe, 2008, p.48). Boardroom diversity in listed companies is dictated by an array of diverse factors, including profitability, company size, as well as the size of the board (the number of non-executive and executive directors) (Grosvold, Brammer and Rayton, 2007, p.346). In listed companies, the board of directors usually serves at least four significant roles i.e. controlling as well as monitoring managers, providing counsel and information to managers, ensuring conformity with relevant laws as well as regulations, plus connecting the corporation to the external business environment (Carter et al. 2010, p.398).
The oversight responsibilities of the board, the CAE lacking of expertise or broad understanding of financial controls and responsibilities, and the understaffed internal audit functions lacking of independence and direct access to the board of directors contributed to the absence of internal controls. To begin with, the board should be retrained to achieve financial literacy to review financial reporting. Other than attending formal meetings, the board of directors should be more involved with the management. For the Audit Committee, the two members who were recruited as acquaintances to Brennahan need be replaced with experts who are more sufficiently knowledgeable about accounting rules beyond merely “financially literate”. Furthermore, the internal audit functions need to expand with different expertise commensurate with the expanded activities of the organization, testing financial reporting rather than internal controls from an operational perspective. The CAE should be more independent and proactive to execute audit plans, instead of following orders from the CFO, and initiate a direct and efficient communication between internal audit and audit
The board membership, irrespective of executive or non executive membership, is very crucial in the governance and management of the company. However, as the duties and responsibilities of directors vary according to their type of directorship; the rewards should also match the responsibilities carried out and be in line with the performance shown over period of time.
The General Electric Company (GE) is organized with its chief executive officer, shareowner, and board of directors on the top of the pyramid, followed by their executive leaders and corporate staff. GE’s Board of Directors ensures the company serves the interests of shareowners and other key stakeholders with the highest standards of integrity and compliance. Serving equally as tough critics and wise counselors, they provide in-depth oversight of the major strategic issues of the company (General Electric Company, 2012). The authority officially vested in the board of directors is assigned to a chief executive officer (CEO), who occupies the top of the organizational pyramid (Bateman & Snell, 2011). There chai...
The Board of Directors believes that the primary responsibility of the Directors is to provide effective governance over Halliburton's affairs for the benefit of its stockholders. Responsibilities responsibility includes: reviewing succession plans and management development programs for members of executive management; reviewing succession plans and management development programs for members of executive management; reviewing and approving periodically long-term strategic and business plans and monitoring corporate performance against such plans; adopting policies of corporate conduct, including compliance with applicable laws and regulations and maintenance of accounting, financial, disclosure and other controls, and reviewing the adequacy of compliance systems and controls; evaluating annually the overall effectiveness of the Board; and reviewing matters of corporate governance
There has been a drive towards corporate governance which has been driven by a greater need for shareholder protection. If investors feel well cushioned then there is a higher chance that t...
...eve efficient resource allocation. Failure to achieve appropriate and efficient corporate governance could result in sub-optimal allocation of resources, abuses and theft by management, expropriation of outside shareholders and creditors, financial distress and even bankruptcy. While evaluating the role of corporate governance, it is imperative to also consider the levels of development of market institutions and other legal infrastructure including laws and enforcement that provide good standard for investor protection as well as ownership structures.