公司治理 (2)ppt课件.ppt

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Corporate Governance
What's the corporate governance?
Corporate governance is the system by anisations are directed and controlled by senior officers. Though it is discussed in relation to large quoted panies ,corporate governance is directed at all bodies corporate ;commercial and not for profit
is Economic Efficient Effective and Fair  social responsibility (CSR)
The standard of performance measurement
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 have no executive(managerial)responsibilities.
NEDs have external experience and knowledge,can provide a wider perspective .
And it's fort factor for third parties such as investors or suppliers .
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
However, not everything is profect!!!
NEDs must be independent.
NEDs have no business, financial or other connection with pany.
NEDs should not take part in option schemes.
Appointments should be for a specified term .
Internal control(control methods &control consequence)
Control methods
segregation of duties
physical control
aughorization and approval control
management control
supervisionary anisation control
arithmetical and accounting control
personnel control
Control consequence
prevention control(预防性控制)
detection control (侦测性控制)
corrective control(改正性控制)
recovery procedures(挽救性控制)
Social and environmental responsibilities
There is a fundamental split of views about the mature of corporate responsibility.
The strong stakeholder view that a range of goals should be pursued
The view that the anization is a purely economic force, subjuct to law
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)
modation strategy(功利