Реклама. ООО «ЛитРес», ИНН: 7719571260.
Copyright © 2017 Saleh Hussain. All Rights Reserved
CHAPTER 1
1. THE BOARD OF DIRECTORS
1.1 Responsibilities of the Board
1.2 Responsibilities of Board Members
1.3 Rights and Powers of the Board of Directors
1.4 Board Charter/ Terms of Reference
1.5 Board’s Decision Making Process
1.5.1 Strategic Management
1.5.2 Financial Performance Review
1.5.3 Enterprise Risk Management (“ERM”)
1.5.4 Corporate Governance
1.5.5 Relationship with Management and Shareholders
CHAPTER 2
2. BOARD COMMITTEES
2.1 AUDIT COMMITTEE
2.1.1 Duties and Responsibilities of Audit Committee
2.1.1.1 Oversee Financial Reporting
2.1.1.2 Supervise External and Internal Auditors
2.1.1.3 Assess Risk and Control Environment
2.1.1.4 Other Responsibilities
2.1.2 Rights and Authorities of Audit Committee
2.1.3 Size of Audit Committee
2.1.4 Composition of Audit Committee
2.1.5 Significant Characteristics of Effective Audit Committees
2.1.6 Terms of Reference of Audit Committee
2.1.7 Chairman of Audit Committee
2.1.8 Audit Committee Meetings
2.1.9 Audit Committee Secretary
2.2 NOMINATING COMMITTEE
2.2.1 Duties and Responsibilities of Nominating Committee
2.2.2 Appointment of Directors
2.2.3 Proposing Suitability of Candidate – Nominating Form
2.2.4 Training and Development of Directors
2.2.5 Corporate Succession Planning
2.2.6 Size, Composition and Meetings of the Nominating Committee
2.3 REMUNERATION COMMITTEE
2.3.1 Duties and Responsibilities of Remuneration Committee
2.3.2 Developing Remuneration Framework
2.3.3 Executive Directors’ Remuneration
2.3.4 Non-Executive Directors’ Remuneration
2.3.5 Officers’ Remuneration
2.3.6 Size, Composition and Meetings of Remuneration Committee
CHAPTER 3
3. EVALUATING PERFORMANCE OF THE BOARD, COMMITTEES AND DIRECTORS
3.1 Importance of Evaluation
3.2 Why Evaluate the Board?
3.3 Board Evaluation Process
3.4 Starting an Evaluation Procedure
3.5 Steps for an Effective Assessment of the Board of Directors
3.6 What Should be Done with the Evaluation?
3.7 Ways to Perform Evaluation
3.8 360 Degrees Appraisals
3.9 Performance Evaluation of Individual Board Member
3.10 Performance Evaluation of the Board Chairman
3.11 Performance Evaluation of the Non-Executive Directors
3.12 Evaluation of Board Committee’s Performance
3.13 Benefits
CHAPTER 4
4. APPOINTING CHIEF EXECUTIVE OFFICER ON THE BOARD
4.1 Responsibilities of the Board of Directors
4.2 Functions of the CEO
4.3 The Debate
APPENDICES. APPENDIX 1 – SAMPLE APPOINTMENT LETTER FOR BOARD MEMBER
APPENDIX 2 – SAMPLE CHARTER OF THE BOARD
APPENDIX 3 – EVALUATING ENTERPRISE RISK MANAGEMENT FRAMEWORK
APPENDIX 4 – SAMPLE CHARTER OF AUDIT COMMITTEE
APPENDIX 5 – SAMPLE CHARTER OF NOMINATING COMMITTEE
APPENDIX 6 – SAMPLE CHARTER OF REMUNERATION COMMITTEE
APPENDIX 7 – SAMPLE KEY PERFORMANCE INDICATORS FOR THE BOARD
APPENDIX 8 – EVALUATION OF THE BOARD, DIRECTORS AND COMMITTEES
APPENDIX 9 – EVALUATING PERFORMANCE OF THE BOARD – TEMPLATE 1
APPENDIX 10 – EVALUATING PERFORMANCE OF THE BOARD – TEMPLATE 2
APPENDIX 11 – EVALUATING PERFORMANCE OF THE BOARD – TEMPLATE 3
APPENDIX 12 – EVALUATING PERFORMANCE OF THE BOARD – TEMPLATE 4
APPENDIX 13 – EVALUATING PERFORMANCE OF THE BOARD – TEMPLATE 5
APPENDIX 14 – BOARD GOVERNANCE CHECKLIST
APPENDIX 15 – SAMPLE CHECKLIST FOR 360 DEGREES FEEDBACK
APPENDIX 16 – PERFORMANCE EVALUATION OF INDIVIDUAL BOARD MEMBER
APPENDIX 17 – EVALUATION OF BOARD COMMITTEES – AUDIT COMMITTEE
REFERENCES
GLOSSARY
Corporate Governance
Effective Performance Evaluation of the Board
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This book addresses key practical issues, supplemented with easy to implement checklists, of how to evaluate performance of the board of directors in the corporate world
Shiraz Ali
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