MAC311 First Exam
MAC311 First Exam
STRATEGIC DECISIONS
➢ deal with the long-term future of an CORPORATE GOVERNANCE
entire organization and have three Role of the board of directors
characteristics:
o Rare CORPORATION
o Consequential ➢ a mechanism established to allow
o Directive different parties to contribute capital,
expertise and labor for their mutual
benefit
RARE ➢ A corporation is an artificial being
➢ Strategic decisions are unusual and created by operation of law, having
typically have no precedent to follow. the right of succession and the
powers, attributes, and properties
SUSTAINABILITY AND STRATEGIC AUDIT (SUSTRA730)
expressly authorized by law or NONFINANCIAL AND SUSTAINABILITY
incidental to its existence. (Sec. 2, ISSUES
R.A. 11232) 11. Maintain a COMPREHENSIVE AND
➢ Not more than fifteen (15) – any COSTY-EFFICIENT COMMUNICATION
person, partnership[, association or CHANNEL
cooperation [sec. 10, RA, 11232] 12. Have strong and effective internal
➢ Number of directors/ trustees, 5 control system to ensure integrity,
minimum. 15 maximum (Sec. 1, RA transparency and proper governance
11232) 13. Treat all shareholders/ members
➢ Governed by the board of directors FAIRLY AND EQUITABLY
that oversees the top management 14. RIGHTS TO STAKEHOLDERS must be
with the agreement of the respected
shareholders. 15. Creation of a SYMBIOTIC WORKING
ENVIRONMENT
CORPORATE GOVERNANCE 16. Be SOCIALLY RESPONSIBLE in all
➢ the relationship among the board of dealing with the communities in
directors, top management and which it operates.
shareholders in determining the
direction and performance of the RESPONSIBILITIES OF THE BOARD
corporation. 1. Effective board leadership
2. Strategy of the organization
PRINCIPLES OF CORPORATE 3. Risk vs. initiative
GOVERNANCE 4. Succession planning
1. should be headed by COMPETENT, 5. Sustainability
WORKING BOARD
2. fiduciary roles, responsibilities, Due care
accountabilities by the BOARD, the ➢ Board is to direct not manage the
articles of incorporation and by-laws affairs.
and any legal pronouncements and
guidelines should BE CLEARLY MAKE ROLE OF THE BOARD IN STRATEGIC
KNOWN TO ALL DIRECTORS MANAGEMENT
3. Board commits should be set up the 1. MONITOR developments inside and
SUPPRORT THE EFFECTIVE outside the corporation
PERFORMANCE of the board’s 2. EVALUATE AND INFLUENCE
function management proposals, decisions
4. The directors should DEVOTE TIME and actions
AND ATTENTION to perform duties as 3. INITIATE AND DETERMINE the
well as the sufficient time to BE corporation’s mission and strategies.
FAMILIAR WITH THE CORPORATION’S
BUSINESS BOARD OF DIRECTORS’ CONTINUUM
5. Board should endeavor to excerise
an OBJECTIUVE AND INDEPENDENT
JUDGEMENT in all affairs
6. Assessment process to measure
Board’s effectiveness
7. Board should be duty-bound to apply
HIGHLY ETHICAL STANDARDS.
8. Should establish corporate
disclosures policies and procedures
9. Establish standards for the
APPROPRIATE SELECTION OF
EXTERNAL AUDITOR
10. Ensure that the company DISCLOSES MEMBERS OF A BOARD OF DIRECTORS
MATERIAL, REPORTABLE Inside directors Officers or
executive
employed by the
SUSTAINABILITY AND STRATEGIC AUDIT (SUSTRA730)
corporation ➢ when two corporations have directors
Executives of other who serve on the board of a third firm
firms but are not
Outside directors
employees of the STAGGERED BOARDS
board’s corporation ➢ only a portion of board members
states that stand for re- election when directors
problems arise in serve more than one year terms
corporations
because the agents CRITERIA FOR A GOOD DIRECTOR:
(top management)
1. Willingness to challenge
are not willing to
Agency theory management when necessary
bear responsibility
for their decisions 2. Special expertise that is important
unless they own a to the company
substantial amount 3. Available for outside meetings to
of stock in the advise management
corporation 4. Expertise on global issues
proposes that, 5. Understands the firm’s key
because of their technologies and processes
long tenure with
the corporation, ORGANIZATION OF THE BOARD
Stewardship
theory
insiders (senior ➢ the size of the board is determined by
executives) tend to the corp’s charter and by-laws
identify with the
➢ most corporations have quite a bit of
corporation and its
success discretion in determining board size.
➢ Large = 10 directors (publicly held)
Not employed by
Affiliated the corporation, ➢ Small = 4 – 5 members (privately
directors handle legal or held)
insurance work ➢ The most effective boards accomplish
Used to work for much of their work through
the corporation, committees
Retired executive partly responsible ➢ Although they do not usually have
directors for past decisions legal duties, most committees are
affecting current granted full power to act with the
strategy authority of the board between board
Descendants of the meetings.
founder and own
Family directors
significant blocks of LEAD DIRECTOR
stocks ➢ consulted by the Chair/CEO regarding
CODETERMINATION board affairs and coordinates the
annual evaluation of the CEO
➢ The inclusion of a corporation’s
workers on its board, began only ➢
EVALUATING GOVERNANCE
recently in the United States
S&P CORPORATE GOVERNANCE SCORING
INTERLOCKING DIRECTORATES SYSTEM
➢ ownership structure and influence
➢ useful for gaining both inside
information about an uncertain ➢ financial stakeholder rights and
environment and objective expertise relations]
about potential strategies and tactics ➢ financial transparency and
information disclosure
DIRECT INTERLOCKING DIRECTORATE ➢ board structure and processes
➢ when two firms share a director or ENTERPRISE RISK MANAGEMENT
when an executive of one firm sits on ➢ a process, effected by an entity's
the board of a second Board of Directors, Management and
other personnel, applied in strategy
setting and across the enterprise that
SUSTAINABILITY AND STRATEGIC AUDIT (SUSTRA730)
is designed to identify potential ➢ provide change and movement in an
events that may affect the entity, organization by providing a vision for
manage risks to be within its risk that change
appetite, and provide reasonable
assurance regarding the achievement CHARACTERISTICS OF EFFECTIVE
of entity objectives. CEOS:
➢ The CEO articulates a strategic vision
AVOIDING GOVERNANCE for the corporation.
IMPROVEMENTS ➢ The CEO presents a role for others to
1. Multiple classes of stock identify with and to follow.
2. Public to private ownership ➢ The CEO communicates high
3. Controlled companies performance standards and also show
confidence in the followers’ abilities
TRENDS IN CORPORATE GOVERNANCE to meet these standards.
➢ Boards shaping company strategy
➢ Institutional investors active on STRATEGIC PLANNING STAFF
boards ➢ charged with supporting both top
➢ Shareholder demands that directors management and the business units
and top management own significant in the strategic planning process
stock ➢ RESPONSIBILITIES:
➢ More involvement of non-affiliated o Identify and analyze company-
outside directors wide strategic issues, and
➢ Increased representation of women suggest corporate strategic
and minorities alternatives to top
➢ Boards evaluating individual directors management
➢ Smaller boards o Work as facilitators with
➢ Splitting the Chairman and CEO business units to guide them
positions through the strategic planning
➢ Shareholders may begin to nominate process
board members
➢ Society expects boards to balance
profitability with social needs of
society
EXECUTIVE LEADERSHIP
➢ the directing of activities toward the
accomplishment of corporate
objectives, sets the tone for the entire
corporation
STRATEGIC VISION
➢ description of what the company is
capable of becoming
TRANSFORMATIONAL LEADERS