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Corporate Governance

How to Add Value to Your Company: A Practical Implementation Guide

By: Alex Knell

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Paperback | 8 March 2006

At a Glance

Paperback
336 Pages

Dimensions(cm)
22.86 x 15.88 x 1.91

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RRP $121.95

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Aimed at the senior managers of SMEs who are looking to sell all or part of the business. This book shows how to implement Corporate Governance procedures to add both perceived and real value to a business. Implementing CG procedures before sale of the business is likely to add a premium to the price, increase the pool of buyers at the asking price and bring a business to the top of the acquisition shopping list.

The book is in two sections. The first addresses the basic theory underpinning Corporate Governance to help the reader understand and decide which compliance issues are immediately useful to their business, and which can wait. Prioritisation is key.
The second section explains the Code, section by section. It indicates clearly what is being asked for with a "translation into plain English. It explains what needs to be done and provides a series of check-lists.

CG standards are here to stay and the demands are rising. This book is a guide to voluntarily adopting CG to demonstrate the pedigree and worth of any business - and to let that business stand out from the rest.

* Shows how to maximise the sale value of Small and Medium Enterprise
* Illustrates which actions to prioritise
* Provides a plain English translation of the Code and checklists to aid compliance

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You Can Find This Book In

Non-Fiction Accounting & Finance Accounting Management Accounting & Bookkeeping Finance Corporate Finance Economics Microeconomics Business & Management Management & Management Techniques Management Decision Making

Preface	p. xi
An Overview of the Book	p. xiii
Acknowledgements	p. xv
Tell Me What I Need to Know about Corporate Governance (CG)...	p. 1
Enhancing Value	p. 3
Objective	p. 5
What exactly is Corporate Governance (CG)?	p. 5
How to make things change	p. 7
Layout	p. 8
Results of compliance	p. 8
No CG Recognition - The Company You Keep	p. 11
Proving a negative	p. 13
Recent history fuels anxiety	p. 13
Solution - keeping businesses honest	p. 17
Why No CG?	p. 19
Basic Concepts	p. 25
A code of ethics	p. 27
Conflicts of interests in business	p. 27
Applied Concepts	p. 29
Independence	p. 31
Responsibility	p. 31
Accountability	p. 32
Fairness	p. 32
Reputation	p. 32
Director's Duties - A Reminder	p. 33
Statutory duties	p. 35
Fiduciary duties	p. 35
Duties of skill and care	p. 35
Other and emerging legal obligations	p. 36
Executive and Non-Executive Directors (NEDs)	p. 37
Company Secretary	p. 37
Who are the Other Stakeholders?	p. 39
Company workforce	p. 41
Banks and lenders	p. 41
Customers	p. 41
Suppliers	p. 41
Government	p. 42
Local community	p. 42
Other	p. 42
Summary	p. 42
The Key Areas Addressed by CG	p. 43
Decision-making powers	p. 45
Risk-taking	p. 46
Directors' remuneration	p. 46
Financial reporting and auditing	p. 47
Communications between directors and shareholders	p. 49
The ACCEPTS Method	p. 51
What is the ACCEPTS Method?	p. 53
Scoring Chart - ACCEPTS Method Instructions	p. 53
Excel spreadsheet	p. 54
Basic Steps	p. 55
Positioning principle	p. 57
In plain English?	p. 57
What needs to be done?	p. 57
Checklists	p. 58
Detailed Implementation...	p. 59
The Board	p. 61
What is the principle?	p. 63
Supporting principles	p. 63
In plain English?	p. 63
What needs to be done?	p. 64
Components in this section	p. 65
Summary checklists	p. 67
Score Chart	p. 68
Excel spreadsheet	p. 68
The Chairman and Chief Executive	p. 71
What is the principle?	p. 73
Supporting principle	p. 73
In plain English?	p. 73
What needs to be done?	p. 73
Components in this section	p. 74
Summary checklists	p. 75
Score Chart	p. 75
Excel spreadsheet	p. 75
Board Balance	p. 77
What is the principle?	p. 79
Supporting principles	p. 79
In plain English?	p. 79
What needs to be done?	p. 80
Components in this section	p. 81
Summary checklists	p. 84
Score Chart	p. 84
Excel spreadsheet	p. 84
Board Appointments	p. 87
What is the principle?	p. 89
Supporting principles	p. 89
In plain English?	p. 89
What needs to be done?	p. 89
Components in this section	p. 90
Summary checklists	p. 93
Score Chart	p. 94
Excel spreadsheet	p. 94
Board Information	p. 99
What is the principle?	p. 101
Supporting principles	p. 101
In plain English?	p. 101
What needs to be done?	p. 102
Components in this section	p. 102
Summary checklists	p. 104
Score Chart	p. 104
Excel spreadsheet	p. 104
Board Performance Evaluation	p. 107
What is the principle?	p. 109
Supporting principles	p. 109
In plain English?	p. 109
What needs to be done?	p. 109
Components in this section	p. 109
Summary checklists	p. 110
Score Chart	p. 111
Excel spreadsheet	p. 111
Board Re-election	p. 113
What is the principle?	p. 115
Supporting principles	p. 115
In plain English?	p. 115
What needs to be done?	p. 116
Components in this section	p. 116
Summary checklists	p. 118
Score Chart	p. 119
Excel spreadsheet	p. 119
Board - Rewards (a) Level and Make-Up	p. 123
What is the principle?	p. 125
Supporting principle	p. 125
In plain English?	p. 125
What needs to be done?	p. 125
Components in this section	p. 127
Summary checklists	p. 129
Score Chart	p. 131
Excel spreadsheet	p. 131
Board - Rewards (b) Procedure	p. 135
What is the principle?	p. 137
Supporting principles	p. 137
In plain English?	p. 137
What needs to be done?	p. 138
Components in this section	p. 139
Summary checklists	p. 141
Score Chart	p. 142
Excel spreadsheet	p. 142
Accountability (a) Financial Reporting	p. 147
What is the principle?	p. 149
Supporting principle	p. 149
In plain English?	p. 149
What needs to be done?	p. 149
Components in this section	p. 150
Summary checklists	p. 151
Score Chart	p. 152
Excel spreadsheet	p. 152
Accountability (b) Internal Control	p. 155
What is the principle?	p. 157
In plain English?	p. 157
What needs to be done?	p. 157
Components in this section	p. 158
Summary checklists	p. 159
Score Chart	p. 159
Excel spreadsheet	p. 159
Accountability (c) Audit Committee and Auditors	p. 161
What is the principle?	p. 163
In plain English?	p. 163
What needs to be done?	p. 163
Components in this section	p. 165
Summary checklists	p. 169
Score Chart	p. 171
Excel spreadsheet	p. 171
Relations with Shareholders - Dialogue	p. 177
What is the principle?	p. 179
Supporting principles	p. 179
In plain English?	p. 179
What needs to be done?	p. 180
Components in this section	p. 181
Summary checklists	p. 182
Score Chart	p. 182
Excel spreadsheet	p. 182
Relations with Shareholders - Constructive Use of the AGM	p. 185
What is the principle?	p. 187
Supporting principles	p. 187
In plain English?	p. 187
What needs to be done?	p. 187
Components in this section	p. 188
Summary checklists	p. 189
Score Chart	p. 190
Excel spreadsheet	p. 190
How Did You Do?	p. 193
Review where you are	p. 195
What do my results mean?	p. 195
A word of encouragement	p. 195
Grand Score Chart	p. 197
What to Do Now?	p. 199
Initial review	p. 201
An essential requirement	p. 201
Map of Code CG Requirements	p. 202
Plan of attack - preparation	p. 202
Plan of attack - the Board itself	p. 203
Plan of attack - the Board Committees	p. 204
Plan of attack - the shareholders	p. 205
Plan of attack - the financial reporting and auditors	p. 206
Annual Report - CG Disclosures	p. 209
Annual report section: Directors, officers and advisors	p. 211
Annual report section: Corporate Governance	p. 211
The Board	p. 211
Board Committees	p. 212
Matters Reserved for the Board ICSA Guidance Note	p. 217
The Role of the Chairman	p. 231
The Role of the Chief Executive	p. 235
Guidance on the Role of the Non-Executive Director	p. 239
Sample Letter of Non-Executive Director Appointment	p. 243
Appointment	p. 245
Time commitment	p. 245
Role	p. 245
Fees	p. 246
Outside interests	p. 246
Confidentiality	p. 247
Induction	p. 247
Review process	p. 247
Insurance	p. 247
Independent professional advice	p. 248
Committees	p. 248
Chairman of the Nomination Committee - Job Description	p. 249
Chairman of the Remuneration Committee - Job Description	p. 253
Chairman of the Audit Committee - Job Description	p. 257
Performance Evaluation Guidance	p. 261
Performance evaluation of the Board	p. 264
Performance evaluation of the Non-Executive Director	p. 265
The Whistle-blowing Procedure	p. 267
Nomination Committee - Terms of Reference	p. 271
Remuneration Committee - Terms of Reference ICSA Guidance Notes	p. 283
Audit Committee - Terms of Reference ICSA Guidance Notes	p. 293
CG Role of the Company Secretary ICSA Guidance Notes	p. 309
Index	p. 315
Table of Contents provided by Ingram. All Rights Reserved.

Corporate Governance

How to Add Value to Your Company: A Practical Implementation Guide

At a Glance

Paperback

Shipping

How to return your order

Defective items

You Can Find This Book In

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