Presentation Chapter 5

Presentation Chapter 5 - Chapter V Board Committee Roles...

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Click to edit Master subtitle style Board Committee Roles and Responsibilities Chapter V
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Click to edit Master subtitle style Chapter Objectives: • Provide an overview of the functions of board committees. • Understand the roles and responsibilities of board committees. • Be aware of the objectives of establishing board committees. • Become familiar with the duties, responsibilities, and composition of the audit, compensation, nominating, governance, and special committees. • Understand the process and emerging practices for the election of corporate directors.
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Stanford Financial Group June 25 photo, Texas billionaire R. Allen Stanford is escorted into a federal courthouse in Houston Robert Allen Stanford, the chief of the Stanford Financial Group. http://www.youtube.com/watch?v=2l71ds7PgJc&feature=related
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Click to edit Master subtitle style Key Terms Audit committee Compensation committee Enterprise risk management Governance committee Nominating committee Special committee Strategic board Succession planning Tone at the top Whistleblower
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Click to edit Master subtitle style Relevance of Board Committees The establishment of board committees can bring more focus to the board’s oversight function by giving proper authority and responsibilities and by demanding accountability for these committees. Listing standards of national stock exchanges require that listed companies form at least three board committees that must include audit, compensation, and nominating committees. In addition to these three mandatory committees, public companies often have governance and other committees such as finance, IT, and disclosure. Average number of directors 9-15
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Click to edit Master subtitle style Board Committee Board committees normally function independently from each other, are provided with sufficient resources and authority, and are evaluated by the board of directors. THUS, the board committee is a subset of the board, and it performs specific functions that assist the board in discharging its advisory and oversight responsibilities. Public companies usually have the following board committees: • Audit committee • Compensation committee • Governance committee • Nominating committee • Disclosure committee • Other standing or special committees
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Click to edit Master subtitle style Board Committee Audit Committee – composed of at least three independent directors. should be formed to implement and support the oversight function of the board, specifically in the areas related to the internal controls, risk management, financial reporting, and audit committees. Compensation Committee – composed of at least three independent directors. serves to design, review, and implement “directors’” and “executives’" compensation plans. Governance Committee -
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This note was uploaded on 02/24/2011 for the course ACCT 7050 taught by Professor Razai during the Spring '11 term at U. Memphis.

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Presentation Chapter 5 - Chapter V Board Committee Roles...

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