The Director at Risk: Accountability in the Boardroom
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Changes in legislation
Public opinion and social change
The remarriage of ownership and control
The British experience
A lasting remarriage?
Responsibility for overall operations
The effective working of committees
Remuneration or compensation committees
How far should it go?
Should organisations be altruistic?
People in the boardroom
The chief executive
accountability action activities affairs agenda annual appointment appropriate areas assessment attention audit committee auditors Australian Australian Securities Commission Australian Stock Exchange become board meetings boardroom Britain CalPERS cent chairman code of conduct common company's complex concern consider considerable corporate governance Corporate Practices Corporations Law court deal decisions developed discussed effective employees ensure established ethical executive directors expected fiduciary duties formal functions GBEs Goodman Fielder important increased independent individual directors instance institutional shareholders interests involved issues Korn Ferry legislation listed companies London Stock Exchange major matters monitoring nomination committees non-executive directors operations organisation organisation's particular performance policies position Practices and Conduct pressure proxy prudent public companies Qintex questions reasonable recognised remuneration resignation responsibilities risks role selected significant Sir John Harvey-Jones stakeholders standards Stock Exchange takeover voting
Page 185 - He alone reads history aright, who, observing how powerfully circumstances influence the feelings and opinions of men, how often vices pass into virtues and paradoxes into axioms, learns to distinguish what is accidental and transitory in human nature from what is essential and immutable.
Page 212 - It is recommend, therefore, that there should be a clearly accepted division of responsibilities at the head of the Company, which will ensure a balance of power and authority, such that no one individual has unfettered powers of decision.
Page 4 - ... the stockholder is practically reduced to the alternative of not voting at all or else of handing over his vote to individuals over whom he has no control and in whose selection he did not participate.
Page 112 - As the complexity of commerce is gradually intensified (for better or for worse) the community has of necessity come to expect more than formerly from directors whose task it is to govern the affairs of companies to which large sums of money are committed by way of equity capital or loan. In response, the parliaments and the courts have found it necessary in legislation and litigation to refer to the demands made on directors in more exacting terms than formerly; and the standard of capability required...
Page 8 - No effort of any kind is called for. You go to a meeting once a month in a car supplied by the company, you look grave and sage, on two occasions say, "I agree," say "I don't think so" once, and if all goes well you get 500 pounds a year.
Page 161 - The board should establish an audit committee of at least three non-executive directors with written terms of reference which deal clearly with its authority and duties.
Page 121 - All directors should have access to the advice and services of the company secretary, who is responsible to the board for ensuring that board procedures are followed and that applicable rules and regulations are complied with. Any question of the removal of the company secretary should...
Page 32 - In the exercise of his or her powers and the discharge of his or her duties, an officer of a corporation must exercise the degree of care and diligence that a reasonable person in a like position in a corporation would exercise in the corporation's circumstances.