公司治理 ppt

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Internal auditor
It is an independent appraisal activity established within an organisation as a service to it .It is a control which functions by examining and evaluating the adequacy and effectiveness of control system . The investigative techniques developed are applied to the analysis of the effectiveness of all parts or an entity's operations and management ,such as,operational audit; systems audit; transactions audit..... Features: 1, It is to be independent 2,Appraisal purposes
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Control consequence 1.prevention control
（预防性控制）
2.detection control （侦
测性控制）
3.corrective control（改
正性控制）
4.recovery procedures
（挽救性控制）
Social and environmental responsibilities
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the limitation of internal control
1.cost-effectiveness 2.potential for human error or fraud 3.collusion between employees 4.control being by-passed by management 5.controls being desighed to cope with routine but not non-routine transactions
There is a fundamental split of views about the mature of corporate responsibility.
1. The strong stakeholder view that a range of goals should be pursued 2. The view that the business organization is a purely economic forceyou!
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Internal control(control methods &control consequence)
Control methods 1. segregation of duties 2. physical control 3. aughorization and approval control 4. management control 5. supervisionary control 6. organisation control 7. arithmetical and accounting control 8. personnel control
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The standard of performance measurement
1.3E is Economic Efficient Effective
2.Ture and Fair
3.Corporate social responsibility (CSR)
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However, not everything is profect!!!
NEDs must be independent. NEDs have no business, financial or other connection with the company. NEDs should not take part in option schemes.
Non-executive directors
NEDs should provide a balancing influence ,and play a key role in reducing conflicts of interest between management (including executive directers)and shareholders.NEDs have no executive(managerial)responsibilities. 1. NEDs have external experience and knowledge,can provide a wider perspective . 2. And it's a comfort factor for third parties such as investors or suppliers . 3. Dual roles of the NEDs ,they are full board members at the same time they are meant to provide the strong, independent element on the board
Appointments should be for a specified term .
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The three committees
• The remuneration committees ,consisting of independent non-executive directors who set the remuneration for the executive board of directors.It plays the key role in establishing remuneration arrangements of executive directors. • The nomination committee, oversee the process for board appointments and make recommendations to the board which consist of executives and independent non-executives. • The audit committee, consisting of indepentent nonexecutive directors and should include one member with sighificantand recent financial experience.Audit comittees are now compulsory for companies trading on the NewYork Exchange
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Corporate Governance
What's the corporate governance?
Corporate governance is the system by which organisations are directed and controlled by senior officers. Though it is discussed in relation to large quoted public companies ,corporate governance is directed at all bodies corporate ;commercial and not for profit
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features of poor corporate governance
• • • • • • • • domination by a single individual lack of involvement of board lack of adequate control function lack of supervision lack of independent scrutiny lack of contact with shareholders emphasis on short-time profitability misleading accounts and information
Accoding this two views ,we can classify 4 strategy
• • • • proactive strategy(主动战略) reactive strategy（被动战略） defense strategy（抵抗战略） accommodation strategy（功利战略）