Chapter 2 - Corporate Governance Review Questions

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CHAPTER 2: REVIEW QUESTIONS

1. “Small business enterprises do not need good governance.” Do you agree? Explain.

No. Governance is the process of decision-making and the process by which decisions are
implemented (or not implemented) and such is not limited to small business enterprises
(SMEs). Even SMEs are engaged in making proper decisions and approaches in business
management and for this reason, a good governance is necessary.

Moreover, according to Lagua (2017), poor governance practices are often identified as
the main reasons leading to business performance, fraud and unanticipated failures.

2. Does good governance requires absolute rules that must be adopted by all
organizations?

No. There is no absolute rule which must be adopted by all organizations. There is no
simple universal formula for good governance.

3. What is the essence of any system of corporate governance?

The essence of any system of good corporate governance is to allow the board and
management the freedom to drive forward and to exercise that freedom within a framework
of effective accountability.

4. Where does the board of directors derive its authority?

Directors derive their power to manage the corporation from statutory law. Section 8.01
of the Revised Model Business Corporation Act (RMBCA) states that “all corporate powers
shall be exercised by or under the authority of, and the business and affairs of the corporation
managed under the direction of, its board of directors.”

5. To whom is the board of directors accountable?

The board of directors and its audit committee oversee management and, in that role, are
expected to protect the rights of the shareholders.
6. On what aspects do shareholders demand accountability from the board of
directors?

The shareholders require accountability in the following:

(1) Financial performance


(2) Financial Transparency
(3) Stewardship
(4) Quality of internal control
(5) Composition of the board of directors and the nature of its activities

7. What is management’s responsibility as far as financial reporting is concern?

They provide accurate and timely reports to shareholders and other stakeholders. From a
financial reporting perspective, they shall:

(1) Choose which accounting principles best portray the economic substance of
company transactions.
(2) Implement a system of internal control that assures completeness and accuracy in
financial reporting.
(3) Ensure that the financial statements contain accurate and complete disclosure.

8. Describe the broad role of the shareholders in a corporation.

Provide effective oversight through election of board members, approval of major


initiatives such as buying or selling stock, annual reports on management compensation,
from the board.

9. Describe the broad role of the Board of Directors.

The major representative of stockholders to ensure that the organization is run according
to the organization’s charter and ha there is proper accountability.

10. What are the specific activities of the board of directors?

Some of the specific activities of the board of directors are:


(1) Overall Information
a. Demonstrating leaderships
b. Crisis management
c. Ensuring effective communication with shareholders and other stakeholders.
(2) Performance
a. Formulating and overseeing implementation of corporate strategy.
b. Approving the plan, budget, and corporate policies.
c. Agreeing key performance indicators.
(3) Compliance / Legal Performance
a. Understanding and protecting the financial position of the organization.
b. Approving annual financial reports, annual reports, and other public documents /
sensitive reports.
c. Ensuring an effective system of internal controls exists ad is operating as
expected.

MULTIPLE CHOICES

(1) C
(2) D
(3) B
(4) B
(5) A

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