Exam (elaborations)
Assignment 2 AUE2602
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Exam of 5 pages for the course AUE2602 - Corporate Governance In Accountancy at Unisa (Guide to Assignment)
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ASSIGNMENT 2: 830390QUESTION 1:
1.1
a) Board of directors: Compositions Appointments
1. Procedures and recommendations for
appointment to the board should be
* The board should set the direction and fomal and trasparent. The company's
approve the process for attaining the MOI may include provisions relating to
appropriate composition of the board. the appointment of directors.
* The chief executive officer and at least 2. The nomination of candidates for
one other executive should be appointed election as directors should be pproved
to the board by the board as a whole.
* Staggered rotation of the directors 3. a Candidate for appointment as a non-
should be implemented to retan valuable executive director should provide details
skills and maintain continuity of of other commitments and a statement
knowledge and experience and of the time they have available to fulfil
introducing new blood. the duties of non- executive director.
* The board should establish a defined
succession plan which includes 4. When a director is elected, a formal
identification, mentorship and letter of appointment is sent laying out
development of future possible directors. the terms and conditions of appointment.
5. Newley appointed directors,
particularly those with no or limited
* The board should have a majority of non- governing experience should be
executive directors, the majority of whom developed through mentoring and
should be independent. training
6. All directors should undertake a
programme of professional development
* The board should set targets for race and regular briefings on legislative and
and gender representation in its regulatory developments, risks and
membership. changes in the business environment.
Non- compliance: The 1 menber on the
board Leon Messi should not be part of Compliance: Mr Efese Ambrose Is a
the audit committee, qualified lawyer.
b) Audit committee Compositions & Appointments
In terms of the King IV code: * All members of the audit committee
should be independent non- executive
directors
* The audit committee should consist of
atleast three members
* The board should appoint an
independent non - executive director as
the chairperson
* The members of the audit committee
should as a whole have the necessary
financial literacy, skills and experience to
execute their duties effectively.
* Each member of the committee MUST
be a non-executive director and satisfy any
minimum qualifcations the Minister may
prescribe
, *Each member must NOT be involved in
the day to day management of the
business or have been involved in the
previous financial year.
The audit committee does not have the right people envolved in the
committee. The chairperson may not be the chairperson as he is the board
of directors's aswell. Stacy can also not be part of the audit committee
because she is not an non-executive director and is part of the day to day
financial management.
c) Risk committee Compositions & Appointments
* The committee should include atleast
three directors.
* The committee should be made up of
executive and non-executive directors the
majority of whom are non-executive.
* The chairperson of the board may be a
member of the risk committee and may be
the chairperson of it.
* if the audit and risk committees are
separate there should be an overlap of
membership. i.e. certain individuals
serving on both committees.
* this risk committee only has 2 Directors
which is not correct, there should atleats
be 3, one non- executive diretor whom
can serve on both the risk and audit
committee.
d) General remarks
* The board should consider and establish atanding or ad-hoc committees to
assist in fulfilling its obligations. The decision as to which committees should
be establisehd wil be determinded by legislation and the needs of the board,
as well as the sixe of the company.
* Delegation to an individual member of the board should be recorded in
writing and approved by the board. The record should set out 2.1) nature
and extent of the responsibilities delegated, 2.2) decision making authority
2.3) the duration of the delegation and the delegate's reporting
responsibilities.
* delegation to committees
should be recorded by means of 3.1) composition and where necessary, the
formal terms of reference. Each process and criteria for the appointment
committee 's terms of reference, of any of the members of the committee
which should be reviewed who are not directors. 3.2) roles and
annually and be approved by the responsibility 3.3) Authority to make
board , should deal with the decisions 3.4) tenure of the committee
following : 3.5) access to recources and information
3.6) meeting procedures
The function of the Remuneration committee is to assist the governing body in setting remuneration policies and
1.2 administrating these policies.(Principle 8.65)
The most suitable person on the board of directors to be the chairperson for this committee is the independent non-
executive director. Ms. Louise Suarez accoring to the requiremnets of the King IV Report.
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