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The latest edition was issued in 2008. The Code divides into two areas: Section 1: Companies: • • • • directors directors' remuneration accountability and audit relations with shareholders. Section 2: Institutional shareholders: • • • dialogue with companies evaluation of governance disclosures shareholder voting. Each area has a set of principles of good governance followed by a series of provisions that detail how the principle might be achieved. These will be discussed in more detail in subsequent chapters, as shown below.
To provide expertise and communicate effectively. To provide shareholders with an independent voice on the board. To provide confidence in corporate governance. To reduce accusations of selfinterest in the behaviour of executives. Threats to independence Expandable text Cross directorship KAPLAN PUBLISHING 45 The board of directors NEDs on the board Advantages • Monitoring: they offer a clear monitoring role, particularly on remuneration committees to dampen the excesses of executives. • • Expertise: to expand this resource available for management to use.
Copies of AGM circulars from 3 previous years. Copies of management accounts. Details of risk management procedures and disaster recovery plans. Policies: health and safety, whistleblower, environmental, ethics and charitable. Details of five largest customers and suppliers. Full details of the code of compliance and company policy in relation to it. Continuing Professional Development (CPD) The following offers guidance on directors' CPD requirements: • To run an effective board, companies need to provide resources for developing and refreshing the knowledge and skills of their directors, including the NEDs.
ACCA P1 Professional accountant Essential text by Kaplan