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ACCA考试《P1专业会计师》笔记3


时间:2015-10-28 来源:ACCA/CAT 浏览次数:80  【华夏培训网:中国教育培训第一门户

  Non-executive Directors  Role Purpose  (1) Strategy Role. Non-executive directors should contribute tostrategy

  Non-executive Directors

  Role & Purpose

  (1) Strategy Role. Non-executive directors should contribute tostrategy success, challenging strategy, and offering advice on direction.

  (2) Scrutiny Role. Non-executive directors should scrutinize theperformance of executive management. They should represent the shareholders’interests to ensure agency issues don’t arise to reduce shareholder value.

  (3) Risk Role. Non-executive directors should ensure the company has arobust system of internal controls and system of risk management in place.

  (4) People Role. Non-executive directors should be responsible forappointing & removing senior managers, and determining appropriate levelsof remuneration for executives.

  Independence

  Non-executive directors should beindependent-minded, which means exercising objective judgment in the bestinterests of the corporation whatever the consequences for the directorpersonally. Non-executive directors should provide a balancing influence, andplay a key role in reducing conflicts of interest between management andshareholders.

  (Why)

  (1) Providing a detached and objective view of board decisions.

  (2) Providing shareholders with an independent voice on the board.

  (3) Reducing self-interest in the behavior of executives.

  (4) Providing expertise and communicate effectively.

  (How)

  (1) Non-executive directors should have no business, financial or otherconnection with the company except director’s fee and shareholdings.

  (2) Cross-directorships are a particular threatto independence of non-executive directors. It is where an executive directorof firm A is a non-executive director of firm B, and an executive director offirm B is a non-executive director of firm A.

  (3) Non-executive directors should not take part in share option schemeand their service should not be pensionable.

  (4) Appointment of non-executive directors should be for a specifiedterms and reappointment should not be automatic.

  Advantages/disadvantages

  (Advantages)

  (1) Non-executive directors provide independent element on the board.It implies that they have the detachment to be able to monitor the company’saffairs effectively.

  (2) Non-executive directors may have experiences and knowledge whichexecutive directors don not have. It expands the resources available formanagement to use.

  (3) Non-executive directors may improve the communication betweenshareholders and company and are often a comfort factor for third party such ascreditors.

  (4) Non-executive directors can provide wider perspective, andinstitutional perception is enhanced.

  (Disadvantages)

  (1) Non-executive directors may have difficulty imposing their viewsupon the board.

  (2) Non-executive directors face the problem of limited time that theycan devote to their role.

  (3) Non-executive directors may damage company performance by weakeningboard unity and stifling entrepreneurship.

  (4) Poor remuneration might lead people don’t want the job of beingnon-executive director. On the other hand, high-caliber non-executive directorsmay gravitate towards the best-run companies rather than companies which aremore in need of input from good non-executives.

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