Term
| BoA - Roles and Responsibilities |
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Definition
| 1)Represent Shareholders, 2)Align interests 3)Define goals 4)Strategy 5)Appoint Execs 6)Oversee without micromanaging 7)approve major business transactions 8)Develop comp 9)Review Financial Reports 10)Review mgmt reports on Internal Control |
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Term
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| mandated by law and specified in the companyies charters and bylaws |
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Definition
| 1)Due care 2)Loyalty 3)good faith 4)Promote success 5)Diligence, Independent Judgement and Skill 6)Avoid Conflct of Interests 7) Fiduciary Duties and business Judgement Rules |
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Term
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Definition
| A subset of the board - performs specific functions that assist the board in dischargin its advisory and oversight responsibilities |
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Term
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Definition
| Audit, Nominating,Disclosure, Compensating, Governance, Other |
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Term
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Definition
| 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. |
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Term
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Definition
| composed of at least three independent directors; serves to design, review, and implement ‘directors’ and ‘executives’ compensation plans. |
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Term
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Definition
| consist of both executives and nonexecutives directors; should be established to advise, review, and approve management strategic plans, decisions, and actions in effectively managing the company. |
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Term
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Definition
| composed of at least three independent directors; should be formed to monitor issues pertaining to the recommendations, nominations and elections activities of directors |
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Term
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Definition
| this committee is usually led by corporate counsel, CFO’s, or controllers. It is responsible for reviewing and monitoring the company’s 10-Ks, 10-Qs, and other SEC fillings, earning releases, materiality issues, conference call scripts, and presentations to the investors by senior management. |
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Term
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Definition
| consists of both inside (executive) directors and outside (nonexecutive) directors. Inside directors are perceived as the decision managers and outside directors are assumed to have the power and duty to monitor those decisions. |
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Term
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Definition
| - The two-tier board system, consisting of a supervisory board and a management board, better known as the German board model, establishes different authorities and responsibilities for members of each board. |
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Term
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Definition
the structure of the modern board based on the two components of strategic board and oversight board is the natural offshoot of the emerging corporate governance reforms.
Supervisory board and an Oversight board |
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Term
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Definition
| Traditional voting system to elect corporate directors. argued that gives too much power to exec directors |
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Term
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Definition
| More modern system to elect directors requiring a majority vote |
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Term
| Audit committee financial expert |
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Definition
| Person who has an understanding of generally accepted accounting principles and financial statements; experience applying generally accepted accounting principles; experience preparing or auditing financial statements; experience with internal controls and procedures for financial reporting; and an understanding of audit committee functions. |
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Term
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Definition
| Concept in corporation law whereby a court will refuse to review the actions of a corporation’s board of directors in managing the corporation unless there is some allegation of conduct that: (1) violates the directors’: (a) duty of care, (b) duty of loyalty, or (c) duty of good faith; or (2) the decisions of the directors lack a rational basis. |
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Term
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Definition
| When the company’s CEO holds both the position of chief executive and the chair of the board of directors. |
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Term
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Definition
| Insurance payable to the directors and officers a company if they get sued for something that happened while they were with that company. |
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Term
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Definition
| Requires directors to exercise due diligence and prudence in carrying out their oversight function. |
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Term
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Definition
| Requires directors to ensure fair disclosures of the company’s financial reports. |
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Term
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Definition
| Requires directors to act in good faith and refrain from activities that put their own interests ahead of the interests of the company. |
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Term
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Definition
| Requires directors to act within the scope of the powers of the company, as specified in its charter and bylaws or as defined by the laws of the state of incorporation. |
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Term
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Definition
| As shareholder’s guardians, directors are trustworthy, acting in the best interest of shareholders, and investors in turn have confidence in the directors’ actions. |
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Term
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Definition
| A director should not having any other relationships with the company other than his or her directorship that may compromise the director’s objectivity and loyalty to the company’s shareholders. |
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Term
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Definition
| Director position that is utilized in CEO duality situations in order to keep the board objective and independent of management. |
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Term
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Definition
| Election of only a portion of the board each year. |
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