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@1007477689 2020-06-03T08:03:59.000000Z 字数 3888 阅读 337

CFA Notes - Corporate Governance I

Note


(I)Corporate Governance

i. Definition

The system of internal controls and procedure by which individual companies are managed. It defines a rights, roles, eliminate.

The attributes of corporate goverance mainly include: the delineation of the rights of stakeholders, clearly defined manager responsiblities, identifiable and measurable accountablilites, fairness and equitable treatment, complete transpaency and accuracy in disclosures.

iii. Board

The duty of the board is to protect the shareholders' long-term interests. An effective board needs to have independence, experience, and resources necessary to perform this duty.

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iv. Board Committee

Board committee are responsible for examining specific issues and reporting to the board, who is the responsible for making final decisions. It mainly includes audit committee, remuneration committee and nonmination committee etc.

iii. Proxy Voting

Proxy voting is a process that enables shareholders who are unable to attend a meeting to authorize another individual to vote on their behalf right. If the firm makes it difficult to vot it limits the ability to shareholders to express their views the firm's future direction.

(II)Stakeholder

i. Internal Stakeholder

(a)Definition

Internal stakeholders are groups or individuals who work within an organization or project. It mainly includes the board, shareholders, employees, and the management.

(b)

  1. Management;
  2. Shareholder;
  3. Empoyee

ii. External Stakeholder

(a)Definition

External stakeholders are groups or individuals outside a business or project, but who can affect or be affected by the business or project. It mainly includes customers, suppliers, creditors and the 9.

(b)

  1. Supplier;
  2. Government;
  3. Creditor;
  4. Customer;
  5. Labor Union

(c)Supplier

Supplier are responsible for products or services delivered to the company. They often seek to build long-term relationships with companies for the benefit of both parties and aim for these relationships to be fair and transparent.

(d)Creditor

A creditor is an entity(person or institution)that extends credit by giving another entity permission to borrow money intended to be repaid in the future.

(e)Creditor vs. Debtor

(f)The Labor Union

iii. Mechanisms of Stakeholder Management

(a)General Meetings

  1. Annual general meeting(AGM,年度股东大会);
  2. Extraordinary general meeting(EGM,临时股东大会)

(b)Board of Directors

(c)Reporting and Transparency

(d)The Audit Function

(f)Remuneration Policies

(g)Say on Pay

(h)Contractual Agreements with Creditors

(i)Employee Laws and Contracts

(III)Business Organization

i. Organization

A social unit of people that is structured and managed to meet a need or to pursue collective goals. All organizations have a management structure that determines the relationships between different activities and memebers, and assigns roles, responsibilities, and authority to carry out different tasks.

ii. Sole Proprietorship

A business owned by one person. This is the simplest type of business to start and it the least regulated form of organization.

iii. Partnership

A partnership is similar to proprietorship except that there are two or more (partners). In a general partnership, all the partners share in gains or losses, and all have unlimited liability for all partnership debts, not just some particular share.

iv. Corporation

A corporation is a legal "person", seperate and distinct from its owners, and it has many of the rights, duties, and privileges of an actual person. Corporations can borrow maney and own property, can sue and be sued, can enter into contracts.

v. Primary Advantages and Disadvantages

(a)Sole Proprietorship & Partnership

Advantage: The owner of a sole proprietorship keeps all the profits.

Disadvantage: The ability of such businessess to grow can be seriously limited by the inability to raise cash for investment.

  1. unlimited liability for business debts on the part of the owners
  2. limited life of the business;
  3. difficulty of transferring ownership

(b)Corporation

vi. Public Limited Company & Company Limited

(a)Public Limited Company(PLC)

It is a limited liability company whose shares may be freely sold and traded to the public (although a pic may also be privately held, often by another pic)

(b)Company Limited(LTD)

A limited company has shareholders with limited liability and its shares may not be offered to the general public. Shareholders of private Ltd by shares are often bound to offer the shares to their fellow shareholders prior to selling them to a third party.

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