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Chapter 1
4.3 Corporate governance codes
The director/shareholder conflict has also been addressed by the requirements of a
number of corporate governance codes. The following key areas relate to this
conflict:
Non-executive directors (NEDs)
– important presence on the board
– must give obligation to spend sufficient time with the company
– should be independent
Executive directors
– separation of chairman and chief executive officer (CEO)
– submit for re-election
– clear disclosure of financial rewards
– outnumbered by the NEDs
Remuneration committees
Nomination committees
Annual general meeting (AGM)
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