Governance: Directors (a)Chairman Running the board and setting its agenda Ensuring the board receives accurate

and timely information Ensuring effective communication with shareholders Ensuring sufficient time is allowed for discussion of controversial( ) issues Taking the lead in board development Facilitating board appraisal Encouraging active engagement by all the members of the board Reporting in and signing off accounts (b) CEO Business strategy and management Investment and financing Risk management Establishing the companys management Board committees Liaison with stakeholders (c) Division of responsibilities CEO run the company, Chairman run the board and take the lead in liaising with shareholders Chairman carries the authority of the board, CEO has the authority that is delegated by the board. Unfettered powers is concentrated into on pair of hands Avoiding conflict of interest Board cant make the CEO accountable for management if it is led by CEO Board is more able to express its concerns effectively by providing a point of reporting for the NEDs Chairman is responsible for obtaining the information that other directors require to exercise proper oversight( ) and monitor the organization effectively Compliance with governance best practice and hence reassures shareholders (d) Roles of NEDs Strategy. Contribute to, and challenge the direction of, Strategy Scrutiny. Scrutiny the performance of executive management in meeting goals and objectives and monitor the reporting of performance. Risk. Financial information is accurate and financial controls and systems of risk management are robust. People. Determining appropriate levels of remuneration for executives, and are key figures in the appointment and removal of senior managers and in succession planning Contribution of NEDs: Better balanced board(power, skills and experiences) Representing shareholder interests(put shareholders viewpoint in board discussion,) Monitoring function(monitors risks, controls and operations effectively, the performance of executive directors) (e) Advantages of NEDs External experience and knowledge which executive directors do not possess. Provide a wider perspective than executive directors A comfort factor for third parties such as investors or creditors Certain roles (father confessor( ): being a confidant for the chairman and other directors; oil-can: intervening to make the board run more effectively; high-sheriff : if necessary taking steps to remove the chairman or CEO) Full board members who are excepted to have the level of knowledge that full board membership

implies. (f) Problems of NEDs Lack independence (no business, financial or other connection; Cross-directorships; should not take part in share option schemes and their service should not be pensionable ; Appointments should not be for a specified term and reappointment should not be automatic; Procedures should exist to ensure NEDs take independent advice) Prejudice and against widening the recruitment of NEDs High-calibre NEDs may gravitate( ) towards the best run companies Have difficulty imposing their views upon the board. Not enough emphasis is given to the role of NEDs in preventing trouble Limited time Damage company performance by weakening board unity and stifling entrepreneurship (g) Remuneration package Basic salary(experience, market rate) Performance related bonuses(transaction bonuses; loyalty bonuses) Shares Share options (align management and shareholder interests, particularly held for a long time) Benefits in kind (transport / health provisions / life assurance / holidays / expenses / loans) Pensions( ) (h) Remuneration policy Pay scales Proportion of different types of reward Period Be related to measureable performance Balance between short and long-term performance elements Transparency i Responsibilities of the board Formal schedule of matters specifically reserved to it for decision at board meetings Monitoring the CEO Overseeing strategy Monitoring risks, control systems and governance Monitoring the human capital aspects of the company, eg succession, morale, training Monitoring potential conflicts of interest Ensuring that there is effective communication of its strategic plans. Nomination Committee (a)Consist mainly of NEDs, to consider: The balance between executive and independent NEDs The skills, knowledge and experience possessed by the current board The need for continuity and succession planning The desirable size of the board The need to attract board members from a diversity or backgrounds (b)Induction Build an understanding of the nature of the company, its business and its markets; Build a link with the companys people Build an understanding of the companys main relationship including meetings with auditors (c) Continuing professional development Extend their knowledge and skills continuously; Concentrate on the role of board, obligations and entitlements of existing directors and the behaviors

needed for effective board performance. Audit committee (a)Function Improve the quality of financial reporting Reduce the opportunity for fraud Enable the NEDs continue an independent judgement and play a positive role Help the finance director (raise issues of concern; get difficult things done) Strengthen the position of the external auditor The External auditor can assert( ) his independence when dispute with management Strengthen the position of the internal auditor Increase public confidence (b) Review of financial statements and systems Considering performance indicators and information systems that allow monitoring of the most significant business and financial risks. (c) Liaison with external auditors Being responsible for the appointment or removal of the external auditors Any other threats to external auditor independence (non-audit service; conflict of interest) Discussing the scope of the external audit Acting as a forum for liaison between the external auditors, the IAs and the finance directors Helping the external auditors to obtain the information Making themselves available to the external auditors for consultant Dealing with any serious reservations. (d)Review of internal audit Standards including objectivity, technical knowledge and professional standards Scope including how much emphasis is given to different types of review Resources (enough hours, personal technical and skills) Reporting arrangements Work plan (review of controls and coverage of high risk areas) Liaison with external auditors Results Relate to external auditor (increase the independence of external auditor; act as liaison person to facilitate the communication between the executive directors and external auditors; Act as coordinate the work between external auditor and internal auditor; To monitor the independence and quality of work of external auditor) Related to internal audit function (To approve the appointment or termination of appointment of the head of internal audit; To review the work of the internal audit function) (e)Review of internal control Monitor the adequacy of internal control systems in mitigating risks (control environment, managements attitude) Cover legal compliance and ethics Address the risk of fraud (report fraud, frand to be investigated) Reviewing the companys statement on internal controls Consider the recommendation of the auditors in the management letter and managements response Active supervisory role (review major transactions) (f)Review of risk management Confirming a formal policy in place for risk management, risk management is updated to reflect current positions and strategy. (g) Independence of internal audit committee:

Only be effective if NEDs are independence. Crucial to discuss the managements competence and judgement with the external auditors, if not, they may feel loyalty towards management Investors confidence Reporting of the internal audit committee need the NEDs independence, otherwise influence the integrity of the auditors. Internal auditors/external auditors comparison of role in the context of corporate governance (a)Assess the need for internal audit Scale, diversity and complexity of the companys operations Number of employees Cost-benefit considerations Changes in organizational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable events (b)Role of internal audit function Independent checking, examination and evaluation the internal control system established by executive director. Internal control over financial reporting FS whether show true and fair Internal control over operation Operational information(management information) Review of 3E Review of compliance with laws and regulations Review of safeguarding of the organizations assets Review of implementation of corporate goals and objectives Review of significant risks to the organisation, monitoring risk management policy and risk management strategies. (c) Advantages of appointing internal auditor from outside the company: External appointment would bring detachment and independence (reduce or avoids the independence and familiarity threats) An external appointment would help with independence and objectivity. Own no personal loyalties nor favours( ) from previous positions. Have no personal grievances nor conflicts with other people. (Increase the confidence of investors) Some benefit would be expected from the new broom effect in that the appointment would see the company through fresh eyes .(bring a fresh pair of eyes to the task) Come in with new ideas and expertise gained from other situations The possibility exists for the transfer of best practice in from outside.(best practice and current developments can be introduced) (d) Review of the risk management Identification. Risks comes and go with the changing nature of business activity, and with the continual change in any organizations environment. Assessment. The probability of the risk being realized; the impact or hazard. Review. Analyses the controls that the organization has. Report. A report on the review is produced and submitted to the principal. (e)Social and environmental audit: Why There is a growing belief that environment issues represent a source of risk in terms of unforeseen liabilities, reputational damage, or similar.

The ethical performance of a business, such as its social and environmental behaviour, is a factor in some peoples decision to engage with( ) the business in its resource and product markets. An increasing number of investors are using social and environmental performance as a key criterion for their investment decisions. (f)Environmental audit: what Is a systematic, documented, periodic and objective evaluation of how well an entity, its management and equipment are performing, with the aim of helping to safeguard the environment by facilitating( ) management control of environment practice and assessing compliance with entity policies and external regulations. Three stages: Establishing the metrics . Measuring planned or desirable performance against actual performance Reporting the results of the audit. Statutory duties( ) (a)Duty to act within powers Act in accordance with the companys constitution, have a fiduciary duty to the company to exercise their powers bona fide( ) in what they honestly consider to be the interests of the company. Act in accordance with decisions reached at board and company meetings and in compliance with the law. (b) Duty to promote the success of the company The consequences of decisions in the long term The interests of their employees The need to develop good relationships with customers and suppliers The impact of the company on the local community and the environment The desirability of maintaining high standards of business conduct and a good reputation The need to act fairly as between all members of the company (c) Duty to exercise independent judgement Delegate their functions to others, must continue to make independent decisions (d) Duty to exercise reasonable skill, care and diligence Reasonably diligent person with: The general knowledge, skill and experience that may reasonably be excepted of a person carrying out the functions The general knowledge, skill and experience that the director has (e) Duty to avoid conflict of interest Retain their freedom of action and not fetter their discretion by agreeing to vote as some other persons may direct Avoid a conflict of duty and personal interest Not obtain any personal advantage from their position as directors without the consent of the company for whatever gain of profit they have obtained. Type of remedy with breach of duty: account for a personal gain; contracts that conflict of interest, the contract may be rescinded( ); court declare that a transaction is ultra vires or unlawful. (f) Duty not to accept benefits from third panties (g)Duty to declare interest in proposed transaction or arrangement (h) Insider dealing/trading Inside information means that information that is specific and precise, has not yet been made public, and if made public would have a significant effect on the share price. Close period: A specific period before the publication of annual or period results Quality of information (a)Reporting requirements

Board of directors: composition, independence of NEDs, frequency / attendance of board meetings, performance; Remuneration / audit / risk / nomination committees reference( ) / composition / frequency( ) Reports on the directors and auditors responsibilities in relation to the accounts and significant issues. Relations with auditors ( reasons to change and steps taken to auditor objectives and independence) The bases that the company generates or preserves value and the strategy Statement that directors have reviewed the effectiveness of internal controls, including risk management Statement on relations and dialogue with stakeholders Going concern Sustainability A business review or operating and financial review (b) Voluntary disclosure Wider information provision (better idea of the environment, more informed analysis of the strategies, reducing information asymmetry) Different focus of information (future strategies and objectives, different perspective to compulsory information that tends to be focused on historical accounting data) Assurance and management (further yardsticks to judge the performance of management, demonstrates that managers are actively concerned with all aspects of the companys performance Consultation with equity investors (institutional shareholders) Principles when deciding what to include: Planned and transparent , and communicated to everyone responsible for preparing the information Involve consultation within the business, and with shareholders and other key groups All relevant information should be taken into account Be comprehensive, consistent and subject to review Early indicators of at-risk companies Duties of directors (best interests of the company, proper purpose , avoid conflicts, duty of care) Composition and balance of board (balance of skills and talents, age) Reliability of financial reporting and external auditors (Fear of losing audit, determine by CFO) Directors remuneration and rewards (excessive salaries and bonuses, proportion, period) Responsibility of the board for risk management and internal control systems (lack of information, inadequate system of management and reporting of risk) Rights and responsibilities of shareholders Corporate social responsibility and business ethics Public and non-governmental bodies corporate governance Composition of boards (tow boards) Conduct of directors (be subject to organization or sector-specific ( )controls) Compulsory regulations vs voluntary best practice Disclosure of internal control (risk registers, training, key performance indicators and reporting systems) Internal control (a)Process of control(six stages): Identification of objectives; Setting targets (includes budgets or cost standards) Measuring achievements / outputs Comparing achievements with targets (compare the actual outcomes with the plan) Identifying corrective action (take actions so that failures to meet objectives can be reduced or eliminated)

Implementing corrective action (action involved changing objectives, resource inputs, the process or the whole system) (b)Purpose of control systems: Facilitate its effective and efficient operation( ) by enabling it to respond appropriately to significant business, operational, financial, compliance and other risks to achieving the companys objectives. Help ensure the quality of internal and external reporting (maintenance of proper records and processes that generate a flow of timely, relevant and reliable information) Help ensure compliance with applicable laws and regulations. (c)Characteristics of internal control systems: Be embedded in the operations of the company and form part of its culture Be capable of responding quickly to evolving risk within the business Include procedures for reporting immediately to management significant control failings and weaknesses together with control action being taken. Reduces but does not eliminate the possibilities of losses arising from poorly-judged decisions, human error, deliberate circumvention of controls, management override of controls and unforeseeable circumstances. (d)Risk and corporate governance: Establish appropriate control mechanisms for dealing with the risks the organization faces; Monitor risks themselves by regular review and a wider annual review Disclose their risk management processes in the accounts (e)Purpose of internal control framework: Achieving orderly conduct of business Adherence( ) to internal policies and laws(comply with laws, regulations, internal policies) Safeguarding assets Prevention and detection of fraud Accuracy and completeness of accounting records (timely, relevant and reliable information) Timely preparation of reliable financial information (f)Limitations of internal controls: The cost of control not outweighing their benefits. Poor judgement in decision-making The potential for human error or fraud Collusion between employees The possibility of controls being by-passed or override by management or employees Controls being designed to cope with routine and non-routine transactions Controls being unable to cope with unforeseen circumstances Controls depending on the method of data processing (g)Assessment of control systems Objectives (conducting its operations efficiently and effectively; safeguarding assets and responding to the significant risks its faces) Links with risks (risk appetite; identifying and assessing the magnitude of risks) Control system compatibility (control procedures should be supported by other aspects of the control systems) Mix of controls (pyramid of controls: corporate->management->process->transaction) Human resource issues (job description; requisite knowledge and skills; training and documentation) Control environment (companys culture; overriding control; collude) Review of controls (commitment to control by reviewing internal control) Information sources(regular reporting by subordinates and control functions, and reports on high risk activities.) Feedback and response(feedback received should be used to take action to change the controls or

modify the overall control systems; rapid response) Costs and benefits(the costs of operating controls are worth the benefits of preventing and detecting problems) (h) Indictators of control failures: Poor decision taking due to failures of judgement Human error Deliberate circumvention( ) of controls, including collusion between employees Management override Costs of controls exceeding benefits The extent to which control can cope with routine( ) and non-routine transactions Degree of independence of controls from data processing Unforeseen circumstances Institutional investors: (a)When should involved Fundamental concerns about the strategy being pursued in terms of products, markets and investments Poor operational performance, particularly if one or more key segments has persistently unperformed Management being dominated by a small group of executive directors, with the non-executive directors failing to management to account Major failures in internal controls, particularly in sensitive areas such as health and safety, pollution or quality Failure to comply with laws and regulations or governance codes Excessive levels of directors remuneration Poor attitudes towards corporate social responsibility (b) Roles in corporate governance Dialogue with companies Evaluation of government disclosure Shareholder voting(remove directors) Need for corporate governance Corporate governance is the system by which companies are directed and controlled in the interests of shareholders and other stakeholders. Include development by the board of the appropriate risk assessment and response, successful strategic direction of the company and effective control of operations via an internal control systems. To ensure any relevant regulatory frameworks or codes of practice are followed and wider social and ethical responsibilities of the company are met. Risk: Risk management (a) Framework: Establish risk appetite; Assess risks; Risk identification (inspection/enquiry/monitoring etc); Risk analysis (consequences and effects); Risk profiling (likelihood, consequences); Risk quantification(level of risks and consequences, quantify the expect results, chances of losses); Risk consolidation (aggregate risks have been identified or quantified ate the subsidiary or division level); Develop and implement risk response; Monitor risks and controls;

Obtain feedback and refine processes (b) Responsibilities Roles of risk management committee: Approving the organisations risk management strategy and risk management policy; reviewing reports on key risks; Monitoring overall exposure to risk and ensuring it remains within limits; providing early warning to the board; Reviewing the companys statement on internal control; providing general and explicit guidance to the main board on emerging risk and to report on existing risks. (c)Risk management personnel The board: determining risk management strategy and monitoring risks; setting appropriate policies on internal controls and seeking assurance that the internal control system is functioning effectively. Internal audit focus on the controls that are being operated or the overall risk management process Middle managers: business control. Set a good example; preparing reports. Operational managers: operational controls. Include quality standards and defect management, troubleshooting and acting on exception reports. Staff: be alert for any conditions or events that may result in problems. Report concerns (d) Comment on NEDs in risk management committee Advantages: Separation and detachment( ) from the content bring independence scrutiny Sensitive issues to executive can be aired without vested interests being present NEDs bring specific expertise that will be more relevant to a risk problem than more operationallyminded executive directors will have. Bring a range of perspectives and suggested strategies which may enrich the options open to the committee Disadvantages: Have little specialist knowledge of products, systems and procedures being discussed; less likely to be able to comment intelligently during meeting. Limited experience that an executive member could provide Report findings to the executive board, slow down the process, requires more time before actions can be implemented, possibility of some misunderstanding. Identification, assessment, measurement and management Identification: pre-requisite is an understanding of the organization , its market , the business environment and an understanding of its objectives. To ensure that all significant activities within the organization have been identified and all the risks flowing from these activities defined. Consider strategic / operational / financial / knowledge management / compliance risks. Prioritise the key risks. Risk measurement: quantitative, semi-quantitative or qualitative in terms of the probability of occurrence and the possible consequence. Risk analysis: techniques to gather detailed information and the rigorously( ) interrogate( ) the data to form a complete view of each risk. Strategic risk: Affects the overall mission Arising from the possible consequences of strategic decisions taken by organization, the way an organization is strategically positioned within its environment Be identified and assessed at senior management and board of director level Operational risks: Affects the day-to-day activities Refer to potential losses that might arise in business operations; Include fraud risk, employee malfeasance, poor quality production, lack of inputs for production; Be managed by internal control

systems. Fundamental risks: are those that affect society in general, or broad groups of people, and are beyond the control of any one individual. Particular risks: are risks over which an individual may have some measure of control. Speculative risks: are those from which either good or harm may result. Pure risks: are those whose only possible outcome if harmful. Business risks: Market risks: the business is operating, and from customers Product risk: customers not buy, sales decline Dommodity price risk: unexpected increases(falls) in the price Product reputation risk: brand image, product reputation, adverse event Credit risk: non-payment, or late payment by customers Currency risk: the possibility of movements in foreign exchange rate Interest rate risk: gains or losses arising from a rise or fall in interest rate Gearing risk: exposures to high financial gearing and large amounts of borrowing Political risk: political stability, the attitude of governments towards protectionism( ) Legal, or litigation risk: the regulations will affect the way and organization has to operate Compliance risk: losses, possibility fines, no-compliance with laws or regulations. Technology risk: technology change will occur Economic risk: changes in economic conditions Environmental risk: changes to the environment Business probity risk: governance and ethics of the organization Derivatives risk: the risks due to the use of financial instruments. Assessment: Risk appetite: the nature and strength of risk that an organization is prepared to bear. (Personnel views; Response to shareholder demand; Organisational influences(size, structure, stage of development); national influences) Risk attitude: consider desirable Risk capacity: risks that an organization is able to bear TARA: Consequences; likelihood Avoidance: savings from losses avoided be greater than the advantages that can be gained by not taking any measures Reduction: risk policies and techniques; contingency planning( ); loss control; diversification of risks Acceptance: self-insurance; captive insurance; Transfer: Hold harmless agreements; limitation of liability; legal and other restrictions on transferring risks; risk sharing Business risks How to ensure that all employees are aware of company strategy and why is it important Embedding risk means ensuring that risk awareness and management are innate( ) elements of the systems and culture of an organization. It means that systems should be designed and operated according to the risk management objectives of the organization. Staff are thinking about risk issues, the severity and frequency of risks, as an integral part of their work. Method of embedding risk Management example and communication Staff commitment(acknowledge their commitment; signing a risk management code; job description) Induction and training

Information systems(Exception reporting; data about risks and performance indicators that demonstrate to directors and managers how well risks are being managed) Assessment and remuneration(staff assessment and remuneration packages need to be influenced by how staff handle risk issues) Changing the culture Importance of control environment Risk awareness and communication(be an explicit or implicit part of everyones job description; resist pressure from superiors to participate in improper activities, and channels outside normal reporting lines) Training and involvement Performance appraisal and measurement( be built into organizations human resource systems; annual performance objectives) Changing risk attitude(learning new knowledge; self-interest; misunderstand the nature of the change; mistrust management) Risk policy statement Risk register(lists and prioritises the main risks; who is responsible for dealing; actions taken) Factors will influence the control environment Management philosophy and operating style Culture of organization The organisation structure Methods of control Integrity, values and competence depend on the quality of management and staff Ethics: Kohlberg scenario Level 1 pre-conventional (rewards/punishment/self-interest) The decisions individuals make on ethical matters will have nothing to do with the ethical issues involved but instead will depend on the personal advantage or disadvantage to the individual. Stage1: punishment-obedience orientation; stage 2: Instrumental-relativist orientation(accept the behavior of others if it means that others will support them) Level 2 conventional Live up to the expectations of others. Stage 3: Good-boy-nice girl orientation(Excepted by immediate circle); Stage 4: Law and order orientation(in line with the rules laid down by society, complying with the law) Level 3 Post-conventional Making their own decisions in terms of what they believe to be right, not just acquiescing in what others believe to be right. Stage 5: Social contract orientation. Act according to their own interpretation of what the basic values are. Stage 6: Universal ethical principle. Base their decisions on wider universal ethical principles such as justice, equity or rights. Deontology and teleology Deontology is concerned with the application of absolute, universal ethical principles in order to arrive at rules of conduct. The criteria of judgement are separate from the facts of the situation, and are determined on the basis of consistency, universal application and human dignity. Consequentalist is approach to ethics is to make moral judgement about ethical decisions on the basis of their outcomes. Right or wrong then become a question of benefit or harm. Utilitarianism-result in a greatest good, egoism-result in self interest.

Environmental footprint and accounting Environmental footprint be defined as the evidence of the impact a businesss activities have upon the environment. Direct input(resource usage) and outputs(emission causing pollution). Importance (Good governance practice: provide a balanced and understandable assessment of the companys position; impact on operations: specify the impact on the environment builds environmental reporting into internal control systems; stakeholders: investors and stakeholders concern; reputation building) The size of a companys impact on the environment: Resource consumption (input such as energy, feedstock ,water and land) Pollution emissions(emissions of carbon and other chemicals, noise pollution, wildlife) Measurement of resource consumption and pollution emissions. CSR (a)Pressures on organizations: Governance requirements (sustainability) Stakeholder expectations (increasing expectation of stakeholders and the consequence of ignoring such pressures) Reputation risks (being a responsible business) (b)Significance of SCR: Economic: shareholders-wanting dividends/capital gains; employees-wangting fair employment; customer-good quanlity products Legal: Obeying the law Ethical: acting in fair and just way Philanthropic: Voluntary contribution to society (charitable donation; contributions to local communities; providing good conditions) (c) Impact of CSR on strategy and cg Objectives and mission statements: mention of social objectives impact on strategy Ethical codes of conduct Corporate social reporting and social accounts Corporate governance (d)Corporate citizenship: is the business strategy that shapes the values underpinning a companys mission and the choices made each day by its executive, manager and employees as they engage with society. Three core principles: minimizing harm; maximizing benefit; being accountable and responsive to stakesolders. Limited view: limited projects undertaken in the businesss self-interest(stakeholders: local communities and employees) Equivalent view: the corporation responds to the demands of society and focuses on balancing the interests of different stakeholders. Extended view: based round a partly voluntary, partly imposed view of active social and political citizenship. Promote: social rights of citizens; civil rights; political rights. It emphasises the political role of the corporation and therefore the importance of its accountability. It also provides perspectives on the organisation as a global participant, having to cope with different concepts of citizenship worldwide. (e)Environmental footprint is the impact that a businesss activities have upon the environment including its resource environment and pollution emissions. Sustainability Sustainability is ensuring that economic activities and development meet the needs of the present without compromising the ability of future generation to meet their own needs. (a)GRI(the global reporting initiative)

Is a reporting framework and arose from the need to address the failure of the current governance structures to respond to changes in the global economy. Aims to develop transparency, accountability, reporting and sustainable development. (b)Consists: Vision and strategy. (strategy with regard to sustainability) Profile.(Overview of the reporting organisations structure and operations and of the scope of the report) Governance structure and management systems. GRI content index. Performance indicators. (c)Indicators in the GRI framework: People: balancing up the interests of different stakeholders and not automatically prioritizing shareholder needs. Planet: environmentally sustainable Profit: the returns of the business (d)Accounting: Full cost accounting: total costs of company activities, including environmental, economic and social costs. Include all the costs of an action , decision or manufacture of a product into a costing system, and as such will include many non-financial costs of certain action. Triple Bottom Line(TBL) accounting: take into account environmental and social performance in addition to financial performance. Kaplan Financial Corporate governance: stock exchanges Provide a means for companies to raise money and investors to transfer their shares easily. Private information about company value, derived from the supply of, and demand for, the shares that they trade. Provide regulatory frameworks in principle-based jurisdictions. Stock exchanges have a significant impact on the way corporate governance is implemented and companies report. company secretary (a) Duties: Arranging meeting of shareholders and the board of directors(Notice, agenda, procedures, communicating, advise the board) Signing, authentication and maintenance of documents and registers General administrative duties(compliance constitution, statutory and regulation, maintaining the accounting records, corresponding with legal advisers, tax authorities etc) Independence and competence of the secretary: (ultimate loyalty, reflect the conflicts of interests,) Statement of best practice(responsible to the board; report to the CEO; salary, share options and benefits be settled by the board) Contributions (protecting the probity, protect the interests of other stakeholders; legal compliance; Governance) (b) Roles Has a role to play in advising the board of directors in all the necessary procedures, laws and regulations in the governance of companies. (show loyalty to the company) (a) Assisting the chairman of the committee of the board (b) Liaising with external auditors and internal auditors (attending the audit committee meeting) (c) Arranging insurance (involved in an aspect of risk management) (d) The chief administrator officer, concentrate on the effective running of the business

(e) Arranging board meetings, drafting and circulating board meeting minutes. (f) Organize and provide notice to members of the annual and any EGM. (g) Induction package of new directors Ethical theories, Absolutism / relevativism Absolutism is the view that there is an unchanging set of principles that will apply in all situations, at all times and in all societies. The principles should be applied whatever the pressures on the decisionmaker. Relativism is the view that a wide variety of acceptance ethical practices exist. The ethics that are most appropriate in a given situation will depend on the conditions at the time. Transaction cost theory ( ) States the way the company is organised or governed determines its controls over transactions. Company will try to keep as many transactions as possible in-house, in order to reduce uncertainties about dealing with suppliers, and about purchase prices and quality. To do this ,they will seek vertical integration. Managers are opportunistic (be influenced by amounts gain, bad behaviour, be tolerated actions) Management may play safe, concentrate on easily understood markets and individual transactions. Focus on low risk activities discourage potential investors looking for large return. Transaction cost theory is a framework used to evaluate the nature of agency costs or the agency relationship between directors and owners. Normative / instrumental stakeholder views Deontological viewpoint / normative approach (commit to ethical behavior as an end in itself, to be a given principle to which all society should aspire( )) Normative stakeholder views: based on the idea that organizations have moral duties towards stakeholders. Thus accommodating stakeholder concerns is an end in itself. This suggests the existence of ethical and philanthropic responsibilities as well as economic and legal responsibilities and organizations focusing on being altruistic. Based on the ideas of Immanuel Kant, Kant argued for the existence of civil duties that are important in maintaining and increasing the net good in society. Duties include the moral duty to take account of the concerns and opinions of others. Not to do so will result in breakdown of social cohesion leading to everyone being worse off, and possibly economically worse off as well. Consequential viewpoint / instrumental approach(increase the prospect of the business) Instrumental stakeholder views: organizations have mainly economic responsibilities(plus the legal responsibilities that they have to fulfil in order to keep trading). Fulfillment of responsibilities towards stakeholders is desirable because it contributes to companies maximising their profits, or fulfilling other objectives such as gaining market share or meeting legal or stock exchange requirements. It merely reflects whatever the concerns are of stakeholders it cannot afford to upset. The organization is using shareholders instrumentally to pursue other objectives. Principle-based approach / rules-based approach (a) Characteristics Focus on objectives rather than the mechanisms by which these objectives will be achieved. Lay stress on those elements of corporate governance to which rules cant be easily be applied. The requirement to maintain sound systems of internal control, organizational culture and maintaining good relationships with shareholders and other stakeholders. Comply or explain basis The governing bodies of stock markets have had the prime role in setting standards for companies to follow. (b) Advantages

Avoids the need for inflexible legislation that companies have to comply with Less burdensome in terms of time and expenditure Allow to develop their own approach to corporate governance. Comply and explain basis means that businesses can explain why then have departed from the specific provision Disclosure requirements puts the emphasis on invests making up their own minds about what businesses are doing. (c) Criticisms So broad that they are very little use as a guide to best corporate governance practice Box-ticking are incorrect (shareholders do not apply the approach; disasters are not disclosed) Investors cannot be confident of consistency of approach Confusion over what is compulsory and what isnt Non-binding( ) and fail to comply without giving an adequate or perhaps any explanation Be suggested that require a regime that shareholders have meaningful rights in law to vote individual directors off the board. (d) Characteristics of a rules-based approach Place more emphasis on definite achievements rather than underlying factors and control systems. Compliance with laws Easy to see whether there has been compliance with the rules. Difficult to deal with questionable situations that are not covered sufficiently in the rulebook. Obeying the letter of the law rather than the spirit. e Differences between Sarbanes-Oxley and Eu approaches Non-audit services (SOX prohibits; EU, left to the judgement of audit committee) Audit partner rotation (SOX, rotation of the lead partner every five years; EU, be rotated after a predefined period, not more than 5 years) Internal control reporting (SOX, an audit assessment of the effectiveness of the internal control structure and procedures for financial reporting; EU, dont need opinion on control effectiveness) Certification of accounts (SOX, CEO and CFO certify the FS, restated will forfeit their bonuses; EU neednt) Costs (SOX, high; EU, low) Raising monies ( SOX, big market and stock exchange) Investor reaction (transfer due to a latitude to corporate governance, influence public relations) Gray, Owen and Adams viewpoint of social responsibilities: Pristine capitalists: wealth maximation Expedients: have to accept some social legislation and moral requirements so as to maximise profits Social contract position: Organisations should behave in a way broadly in conformance with the ethical norms in socity bcause there is effectively a contract or agreeement between the organisation in power and those who are affected by the exercise of this power Social ecologists: business has a social and environmental footprint and therefore bears some responsibility and therefore bears some responsibilities in minimising the footprint it creates. Socialists: Business should be conducted in a very different way that recogmises and redresses the imbalances in society and provides benefits to stakeholders well beyond the owners of capital Radical feminists: Deep ecologists: believes that humans have no more intrinsic right to exist other speces,they argue that just because humans are able to control and subjugate social and environmental systems does not mean that they should. Board structure (a)Advantage of insider systems

It is easier to establish ties between owners and managers The agency problem and costs of monitoring are reduced It is easier to influence company management through ownership and dialogue More able to take a long-term view. (b)Disadvantage of insider systems Discrimination against minority shareholders The control families may not be monitored effectively Do not develop more formal governance structure Unwilling to recruit independent NEDs More prone to opaque financial transactions and misuse of funds No investors on such size can influence prices Institution investors hesitate to invest in Succession issues. (c) Advantage of outsider systems Develop more robust legal and governance regimes to protect shareholders Share holders have voting rights to exercise control Hostile( ) takeovers are far more frequent (d) Disadvantage of outsider systems Agency problem and significant costs of agency Larger shareholders have short-term priorities, preferred sell their shares. (e) Advantages of unitary boards All directors have equal responsibility, a more active approach to the NEDs NEDs are less likely to be excludes from decision-making and given restricted access to information. Boards take all views into account in decision making. The presence of NEDs lead to better decision being made. Relationship between different types of directors may be better. (f) Disadvantage of unitary boards. NEDs may be difficult to monitor objectively if they are significantly involved in decision-making. Time (board meetings and obtain sufficient knowledge) Be seen as emphasizing a division between directors and employees who are not represented on the board. Emphasises the divide between the shareholders and the directors. (g) Advantages of multi-tier boards Clear and formal separation between the monitors and the executive directors being monitored The supervisory board has the capacity to be an effective guard against management inefficiency or worse. The supervisory board should take account of the needs of stakeholders other than shareholders. Encourage transparency within the company; involves the shareholders and employees. A small strategic board may be able to act more quickly and decisively. (h) Disadvantage of multi-tier boards Confusion over authority and therefore a lack of accountability The executive management board restrict the information passed on to the supervisory board and the boards may only liaise infrequently. The supervisory board may not be as independent as would be wished, depending on how rigorous the appointment procedures are Exclusion of board members those with operational responsibilities from important strategic discussions, may result in decisions that do not take full account of all the important factors. Tuckers model

Profitable (compared with what ) Legal (depends on the jurisdictions involved) Fair (In whose perspective Need to consider who stakeholders are and impact upon them of the decision) Right (this depends on the ethical position. In particular the distinction between deontological and teleological approaches of whether account should be taken of the consequences of the transaction is significant) Sustainable( environmentally sound or sustainable in other ways) AAA model What are the facts of the case What are the ethical issues in the case What are the norms, principles, and values related to the case What are the alternative courses of action What is the best course of action that is consistent with the norms, principles and values identified in step3 What are the consequences of each possible course of action What is the decision Fundamental principles Professional competence and due care: Members have a continuing duty to maintain professional knowledge and skill at a level required to ensure that a client or employee receives competent professional service based on current developments in practice, legislation and techniques. Members should act diligently and in accordance with applicable technical and professional standards when providing professional services. Integrity: Members should be straightforward and honest in all business and professional relationship. Professional behavior: Members should comply with relevant laws and regulations and should avoid any action that discredits the profession. Confidentiality: Members should respect the confidentiality of information acquired as a result of professional and business relationships and should not disclose any such information to third parties without proper or specific authority or unless there is a legal or professional right or duty to disclose. Should not be used for the personal advantage of members or third parties Objectivity: members should not allow bias, conflicts of interest or undue influence of others to override professional or business judgements. Corporate governance concepts Fairness: the directors deliberations( ) and also the systems and values that underlie the company must be balanced by taking into account everyone who has a legitimate interest in the company, and respecting their rights and views. All shareholders should receive equal considerations. Transparency: means open and clear disclosure of relevant information to shareholders and other stakeholders, also not concealing information when it may affect decisions. It means open discussions and a default position of information provision rather than concealment. (agency problem; information asymmetry; underpin stock market confidence) Independence: is the avoidance of being unduly influenced by vested interests and being free from any constraints that that would prevent a correct course of action being taken. It is an ability to stand apart from inappropriate influences and be free of managerial capture, to be able to make the correct and uncontaminated decision on a given issue. (independence of mind; independence of appearance) Probity/honest: telling the truth, not misleading shareholders and other stakeholders. (should not accept gifts or hospitality which may seem likely to influence their decisions) Responsibility: means management accepting the credit or blame for governance decisions. Executive managers are responsible for the operation of the business, and the ultimate responsibility rests with the

CEO. Accountability: an organization are answerable in some way for the consequences of their actions. Individuals who make decisions in a company and take actions on behalf of a company on specific issues should be accountable for the decision they make and the actions they take. Integrity: means straightforward dealing and completeness. What is required of financial reporting is that it should be honest and that it should present a balanced picture of the state of the companys affairs. (fair and equitable dealing with shareholders; agency relationships; market confidence) Reputation: is determined by how others view a person, organization or profession. Reputation includes a reputation for competence, supplying good quality goods and services in a timely fashion, and being managed in an orderly way.