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    20200720110506D2598 - 04 - The Governance Patnership

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    sherly tan
    This document outlines the key learning outcomes of a corporate governance course, including defining shareholders' rights, different types of directors, and directors' legal duties. It also discusses shareholder stewardship and activism, the importance of transparency around shareholder information, and the role and responsibilities of the board chairman in leading the board. The document provides examples and details on each of these topics to help students understand the essential concepts covered in the course.

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    20200720110506D2598 - 04 - The Governance Patnership

    Uploaded by

    sherly tan
    24 views12 pages
    This document outlines the key learning outcomes of a corporate governance course, including defining shareholders' rights, different types of directors, and directors' legal duties. It also discusses shareholder stewardship and activism, the importance of transparency around shareholder information, and the role and responsibilities of the board chairman in leading the board. The document provides examples and details on each of these topics to help students understand the essential concepts covered in the course.

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    20200720110506D2598_04_The governance patnership

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    This document outlines the key learning outcomes of a corporate governance course, including defining shareholders' rights, different types of directors, and directors' legal duties. It also discusses shareholder stewardship and activism, the importance of transparency around shareholder information, and the role and responsibilities of the board chairman in leading the board. The document provides examples and details on each of these topics to help students understand the essential concepts covered in the course.

    Copyright:

    © All Rights Reserved
    Download as PPTX, PDF, TXT or read online from Scribd
    Download as pptx, pdf, or txt
    24 views12 pages

    20200720110506D2598 - 04 - The Governance Patnership

    Uploaded by

    sherly tan
    This document outlines the key learning outcomes of a corporate governance course, including defining shareholders' rights, different types of directors, and directors' legal duties. It also discusses shareholder stewardship and activism, the importance of transparency around shareholder information, and the role and responsibilities of the board chairman in leading the board. The document provides examples and details on each of these topics to help students understand the essential concepts covered in the course.

    Copyright:

    © All Rights Reserved
    Download as PPTX, PDF, TXT or read online from Scribd
    Download as pptx, pdf, or txt
    of 12

    Course : Corporate Governance

    Effective Period: September 2020

    The Governance Partnership:


    Investors, companies, and directors

    Session 7-8
    Thank you
    Learning Outcomes

    After studying this chapter, the students should


    be able to define and explain:
    • Shareholders rights
    • Shareholder stewardship and activism
    • Shareholder information
    • Different types of director
    • Directors’ legal duties and rights
    • The board leadership role of the chairman
    • The corporate affairs
    Shareholder rights

    • Shareholders rights are determined by the


    company’s articles of association and
    company law
    • Example of shareholder rights:
    – The right to receive notice
    – Attend and vote at shareholders’
    meetings
    – The right to inspect the shareholder
    register
    – The register of directors and officers
    – The right to regular statutory information
    Shareholder stewardship and activism
    • The rights of share ownership come with
    CG responsibilities
    • Shareholder stewardship rights:
    – Challenging excessive director
    remuneration
    – Opposing schemes to protect the
    company
    – The incumbent directors from predators
    – Highlighting unsatisfactory performance
    Shareholder information
    • CG codes and company law required transparency
    in corporate matters and require the reporting of
    specific information
    • Investor relations is a fundamental responsibility of
    the board which often delegated to the finance
    director or CFO
    • In UK, listed companies required to present
    shareholders with reporting on the company’s
    strategy, risk management and governance
    procedures
    Types of director
    • An executive director  member of the board who is
    also an executive manager of the company such as CEO,
    CFO etc.
    • A non-executive director (NED)  member of the board
    who does not hold any executive management position
    in the company. In USA called outside director
    • The independent non-executive director (INED) 
    member of the board with no affiliation or other
    relationship with the company, other than the
    directorship, that could affect, or be seen to affect, to
    exercise of objective, independent judgement
    • The affiliated or connected non-executive director
    (CNED)  not a member of the management team,
    does have some relationship with company
    Types of director (2)
    • Shadow director  not formally member of the
    board, is able to exert pressure on the decision of
    the board
    • Alternate director  a person who can take the
    place of another director if that director cannot
    attend meetings
    • A nominee director  director who has been
    nominated to the board by a major shareholder or
    other contractual stakeholder
    • A governing director  use in Australia to describe
    a director with dominant power in private company
    Directors’ legal duties

    • A duty of trust – to exercise a


    fiduciary responsibilities to the
    shareholders
    • A duty of care – to exercise
    reasonable care, diligence, and
    skill
    Role of the Chairman

    • Chairman’s role has responsibilities on:


    – The leader of the board team
    – Play and run directors’ and shareholders’
    meetings
    – Ensuring that the induction of new directors’
    – The training and development of existing
    director
    – Performance evaluation of the board, its
    committees, and individual director
    Reference

    Tricker, Bob (2015); Corporate Governance:


    Principles, Policies, and Practice; Oxford University
    Press
    Thank you

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