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    Corporate Governance

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    Marielle Uy
    This document defines key terms related to corporate governance. It discusses the roles of the board of directors, management, and different types of directors in overseeing an organization. It also defines internal control, enterprise risk management, related parties, and outlines some of the board's governance responsibilities, including establishing a competent board, defining roles and responsibilities, and setting up board committees.

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    Corporate Governance

    Uploaded by

    Marielle Uy
    30 views2 pages
    This document defines key terms related to corporate governance. It discusses the roles of the board of directors, management, and different types of directors in overseeing an organization. It also defines internal control, enterprise risk management, related parties, and outlines some of the board's governance responsibilities, including establishing a competent board, defining roles and responsibilities, and setting up board committees.

    Original Title

    Lecture 2

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    This document defines key terms related to corporate governance. It discusses the roles of the board of directors, management, and different types of directors in overseeing an organization. It also defines internal control, enterprise risk management, related parties, and outlines some of the board's governance responsibilities, including establishing a competent board, defining roles and responsibilities, and setting up board committees.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    30 views2 pages

    Corporate Governance

    Uploaded by

    Marielle Uy
    This document defines key terms related to corporate governance. It discusses the roles of the board of directors, management, and different types of directors in overseeing an organization. It also defines internal control, enterprise risk management, related parties, and outlines some of the board's governance responsibilities, including establishing a competent board, defining roles and responsibilities, and setting up board committees.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 2

    Corporate Governance

    – the system of stewardship and control to guide


    organizations in fulfilling their long-term economic, moral, legal and social
    obligations towards their stakeholders.
    Board of Directors
    – the governing body elected by the stockholders that exercises
    the corporate powers of a corporation, conducts all its business and controls its
    properties.
    Management
    – a group of executives given the authority by the Board of Directors
    to implement the policies it has laid down in the conduct of the business of the
    corporation.
    Independent director
    – a person who is independent of management and the
    controlling shareholder, and is free from any business or other relationship which
    could, or could reasonably be perceived to, materially interfere with his exercise of
    independent judgment in carrying out his responsibilities as a director.
    Executive director
    – a director who has executive responsibility of day-to-day
    operations of a part or the whole of the organization.
    Non-executive director
    – a director who has no executive responsibility and does
    not perform any work related to the operations of the corporation.
    Conglomerate
    – a group of corporations that has diversified business activities in
    varied industries, whereby the operations of such businesses are controlled and
    managed by a parent corporate entity.
    Internal control
    – a process designed and effected by the board of directors, senior
    management, and all levels of personnel to provide reasonable assurance on the
    achievement of objectives through efficient and effective operations; reliable,
    complete and timely financial and management information; and compliance with
    applicable laws, regulations, and the organization’s policies and procedures.
    Enterprise Risk Management
    – a process, effected by an entity’s Board of
    Directors, management and other personnel, applied in strategy setting and across
    the enterprise that is designed to identify potential events that may affect the entity,
    manage risks to be within its risk appetite, and provide reasonable assurance
    regarding the achievement of entity objectives.2
    Related Party
    – shall cover the company’s subsidiaries, as well as affiliates and any
    party (including their subsidiaries, affiliates and special purpose entities), that the
    company exerts direct or indirect control over or that exerts direct or indirect
    control over the company; the company’s directors; officers; shareholders and
    related interests (DOSRI), and their close family members, as well as corresponding
    persons in affiliated companies. This shall also include such other person or juridical
    entity whose interest may pose a potential conflict with the interest of the company.
    THE BOARD’S GOVERNANCE RESPONSIBILITIES
    1. ESTABLISHING A COMPETENT BOARD
    2. ESTABLISHING CLEAR ROLES AND RESPONSIBILITIES OF THE BOARD
    3. ESTABLISHING BOARD COMMITTEES

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