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Non-Executive Director's Handbook 2nd edition [Kõva köide]

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(Chief Executive and Independent Director of Programmes, 3i Group plc.), (Accounting, Audit, and Tax Specialist)
  • Formaat: Hardback, 602 pages, kõrgus x laius: 234x165 mm, kaal: 1110 g
  • Ilmumisaeg: 28-Feb-2008
  • Kirjastus: CIMA Publishing
  • ISBN-10: 0750684194
  • ISBN-13: 9780750684194
Teised raamatud teemal:
Non-Executive Director's Handbook 2nd editionSuurem pilt
  • Formaat: Hardback, 602 pages, kõrgus x laius: 234x165 mm, kaal: 1110 g
  • Ilmumisaeg: 28-Feb-2008
  • Kirjastus: CIMA Publishing
  • ISBN-10: 0750684194
  • ISBN-13: 9780750684194
Teised raamatud teemal:
Püsilink: https://www.kriso.ee/db/9780750684194.html

The Non-executive Directors Handbook is an indispensable guide that deals with the changing role and responsibilities of the Non-Executive Director in companies today. It recognises the increasing importance of the position, the growing pressures on Non-Executive Directors and the need for full compliance with the latest legislation and regulation in order to avoid heavy fines and penalties. This book provides practical information and guidance on all aspects of the role. Written specially for and about non-executive directors the book incorporates useful checklists and summaries.

Updated material includes: corporate strategy; risk management; ethics (Global Reporting Initiatives (GRI)); governance (covers current version of the Combined Code); how to improve a company's efficiency and effectiveness; International Standards on Auditing (ISAs); and updates for recent developments of the impact of Sarbanes-Oxley Act.

  • Best-practice guidelines on all the duties and responsibilities of non-executive directors
  • Full coverage of corporate strategy, risk management, ethics (especially in line with Global Reporting Initiative [ GRI] guidelines), and governance
  • Shows how to improve a company's efficiency and effectiveness

Arvustused

"The best non-executive directors as possessing energy and engagement, knowledge, judgement and influencing skills. She adds, the commitment of non-executives has never been greater, something which continues to make the role so professionally rewarding. The speed of change in the regulatory environment makes this second edition a welcome update to what has become a classic. It will undoubtedly prove as useful as the first." -- Baroness Hogg, Chairman of the 3I Group Plc

Muu info

Best practice guide to the challenges and changing role of the non-executive director in companies today
Foreword xxiii
About the Authors xxiv
Preface xxvii
The Appointment Process for Non-executives
1(26)
Introduction
3(24)
Agreeing the Role
4(2)
Defining the Role and Developing the Candidate Specification
6(6)
Issues for Prospective Non-executives or Candidates for Appointments
12(3)
Commitment to a Process
15(1)
What Needs Doing?
15(1)
Agreeing a Sourcing and Selection Process for Candidates
15(2)
Advertising
17(1)
The Gender Issue
18(1)
Interviewing Candidates
18(3)
Compensation
21(2)
Objectives of a Good Induction Process
23(1)
How will the Non-executive Director Will Gain Familiarity with the Business?
23(4)
Audit Matters
27(74)
Audit Committees
29(20)
Benefits of an Audit Committee
30(1)
Potential Drawbacks
31(1)
The Smith Guidance
31(1)
Constitution and Terms of Reference
32(1)
Membership of the Audit Committee
33(1)
Skills and Attributes
34(1)
Appointing a Chairman
34(1)
Length of Appointment to Audit Committee
35(1)
Avoiding Conflicts of Interest
35(1)
Training and Support for Audit Committee Members
35(1)
Information Provided to Audit Committee
36(1)
Role and Activities of the Audit Committee
36(1)
Financial Reporting
37(1)
Internal Financial Controls and Risk Management Systems
38(1)
Whistle-Blowing
38(1)
The Internal Audit Process
38(1)
Appointment of External Auditors
39(1)
Terms and Remuneration of External Auditors
40(1)
Independence
41(1)
Employment of Auditor's Former Employees
41(1)
Provision of Non-audit Services
42(1)
Agreeing the Scope of the External Audit
42(1)
Reviewing the Results of the External Audit
43(1)
Reviewing the Auditors' Report to Management
44(1)
Assessing the Effectiveness of External Audit
44(1)
Frequency and Timing of Audit Committee Meetings
44(1)
Agendas
45(1)
Other Attendees
46(1)
Attendance Records
47(1)
Reporting to the Main Board
47(1)
Reporting to Shareholders
47(1)
Self-assessment and Appraisal
48(1)
Additional Guidance
49(1)
Appointment of External Auditors
49(14)
Requirement to Appoint Auditors
50(1)
Eligibility for Appointment As Company Auditor
50(1)
Auditor Independence
51(1)
Professional Requirements on Independence
51(1)
Annual Disclosures on Independence
52(1)
Post-Enron Developments
53(1)
Provision of Non-audit Services
54(1)
Rotation of Audit Partners
55(1)
Regular Review of Audit Arrangements
55(1)
Resignation or Removal of Auditors
56(1)
New Notification Requirements Under CA 2006
57(1)
Professional Requirements on a Change of Auditor
58(1)
Rights of External Auditors
58(2)
Duties of External Auditors
60(1)
Changes Under the EC Statutory Audit Directive
61(2)
Reporting by External Auditors
63(14)
Report on Annual Accounts
63(5)
Summary Financial Statements
68(1)
Revised Accounts and/or Reports
69(1)
Distribution Where the Audit Report is Qualified
70(1)
Distribution by Public Company Based onInitial Accounts
70(1)
Reregistration of a Private Company As a Public Company
71(1)
Redemption or Purchase of Own Shares Out of Capital
71(1)
Financial Assistance for the Purchase of Own Shares
72(1)
Allotment of Shares by a Public Company Other than for Cash
73(1)
Transfer of Non-cash Assets to a Public Company by a Member of the Company
73(1)
Reporting to Management
74(1)
Reporting Under the Combined Code
75(1)
Reporting on Half-Yearly Reports
76(1)
Remuneration of External Auditors and Their Associates
77(4)
Remuneration for Services As Auditors
77(1)
Disclosure of Remuneration for Services As Auditors
78(1)
Remuneration for Non-audit Services
79(2)
ICAEW Guidance
81(1)
Liability Limitation Agreements
81(4)
Contractual Relationships
82(1)
Liability in Tort
82(1)
Position Under CA 1985
83(1)
Company Law Review
83(1)
Liability Limitation Agreements
83(2)
European Context
85(1)
Internal Audit
85(11)
Role of Internal Audit
86(1)
Distinction between External Audit and Internal Audit
86(1)
How Not to Use Internal Audit
87(1)
Benefits of Internal Audit
87(1)
Areas Usually Covered by Internal Audit
88(1)
Special Assignments
88(1)
Establishing an Internal Audit Function
89(1)
Terms of Reference
89(1)
Head of Internal Audit
89(1)
Staffing
90(1)
Independence and Objectivity
90(1)
Scope of Internal Audit Work
91(1)
Internal Audit Needs Assessment and Strategic Plan
91(1)
Annual Review
92(1)
Detailed Internal Audit Plan
92(1)
Reports on Individual Systems and Operational Areas
93(1)
Summary Reports
93(1)
Annual Report
93(1)
Liaison with External Auditors
93(2)
Additional Guidance
95(1)
Appendix 1
96(1)
Useful Websites on Audit-Related Matters
96(1)
Appendix 2
97(4)
Specimen Terms of Reference for an Audit Committee
97(1)
Constitution
97(1)
Membership
97(1)
Attendance at Meetings
97(1)
Frequency of Meetings
97(1)
Authority
98(1)
Responsibilities
98(1)
Reporting Procedures
99(1)
Terms of Reference
99(2)
Board Structure and Practice
101(28)
Role of the Board
103(26)
What Are Two-Tier Boards?
105(1)
Board Context
105(1)
The Key Board Roles and Board Composition
106(15)
Sources of Power and Influence for Non-executives
121(2)
Powers and Responsibilities of the Board and Committees
123(1)
Matters Reserved for the Board
123(1)
Matters Delegated to the Sub-committees of the Board
124(1)
Board Balance
125(1)
Board Away Days
125(1)
Professional Advice for Non-executives
126(3)
Meetings
129(26)
Introduction
131(16)
Meetings of Directors
132(1)
Board Meetings
132(6)
Standing Committee Meetings
138(1)
Annual General Meetings
139(2)
Extraordinary General Meetings
141(1)
Class Meetings
142(1)
Written Resolutions of Private Companies
143(1)
Notice of General Meetings
144(3)
Appendix 1
147(8)
Notice of Extraordinary General Meeting
147(2)
Requisitions by Members
149(1)
Quorums: Some Points to Note
150(1)
Declarations of Interest
151(1)
Alternate Directors Attending Board Meetings
152(1)
Observers and Advisers
152(1)
Minutes and Post-meeting Notifications
153(2)
Corporate Ethics
155(18)
What Are Corporate Ethics?
157(5)
Increase in Ethical Awareness
157(1)
Responsible Action
158(1)
Internal or External Focus?
158(1)
Complex Issues
159(1)
Corporate Culture
159(1)
Potential Problem Areas
159(1)
Investor Confidence
160(1)
Benefits of Ethical Conduct
161(1)
Avoiding Further Regulation
161(1)
Action Points for Directors
162(1)
Developing and Operating an Ethical Code
162(4)
What Is an Ethical Code?
163(1)
Examining and Changing Corporate Culture
163(1)
Contents of an Ethical Code
164(1)
Developing an Ethical Code
164(1)
Independent Review
165(1)
Implementation and Training
165(1)
Annual Employee Sign-Off
165(1)
Violation of the Code
166(1)
IFAC Guidance
166(1)
Reporting on Business Ethics
166(5)
Increasing Demand for Information
167(1)
Developing a Policy on Corporate Social Responsibility
167(1)
Disclosures on Business Ethics and Corporate Social Responsibility
168(1)
ABI Disclosure Guidelines
168(1)
DEFRA Guidance on Environmental Reporting
169(1)
Global Reporting Initiative
169(1)
Government Guidance
170(1)
Appendix 1
171(2)
Useful Websites on Corporate Ethics
171(2)
Corporate Governance
173(52)
The Evolution of Corporate Governance since 1990
175(6)
The Cadbury Code of Best Practice
175(2)
Subsequent Developments
177(1)
The Higgs Review
177(1)
Finalisation of New Combined Code
178(1)
Ongoing Review of the Code
178(2)
Structure of the Combined Code
180(1)
Disclosure of Compliance with the Code
180(1)
Directors
181(10)
Combined Code Principles
181(1)
The board
182(4)
Appointments to the Board
186(2)
Information and Professional Development
188(1)
Organisation of Board Meetings
189(1)
Performance Evaluation
189(1)
Re-election
190(1)
Directors' Remuneration and Service Contracts
191(6)
Main Principles
191(1)
Level and Make-up of Remuneration
192(1)
Remuneration Policy
192(1)
Service Contracts and Compensation
193(1)
Service Contracts for Executive Directors
194(1)
Contracts for Services of Non-executive Directors
195(1)
Company Law Requirements
195(1)
Procedure for Developing Remuneration Policy
196(1)
Accountability and Audit
197(3)
Main Principles
197(1)
Financial Reporting
198(1)
Internal Control
198(1)
Audit Committee and Auditors
198(2)
Relations with Shareholders
200(4)
Main Principles
200(1)
Dialogue with Institutional Shareholders
200(1)
Constructive Use of the AGM
201(1)
Accountability to Shareholders
202(1)
Impact of Company Law Changes
202(2)
Institutional Shareholders
204(5)
Main Principles
204(1)
Communication with Shareholders
204(1)
Role of Institutional Shareholders
205(1)
Institutional Shareholders' Committee (ISC)
205(1)
Dialogue with Companies
206(1)
Evaluation of Corporate Governance Disclosures
207(1)
Shareholder Voting
207(1)
Voting Guidelines
207(1)
Shareholder Voting Working Group Proposals
208(1)
Voting Disclosure
209(1)
Reporting Requirements
209(3)
Statement on Compliance with the Combined Code
209(1)
Going Concern
210(1)
Internal Control
210(1)
Remuneration of Directors
211(1)
Other Disclosures
211(1)
Reporting Requirements Under EC Directives
211(1)
Appendix 1
212(1)
Useful Websites on Corporate Governance Issues
212(1)
Appendix 2
213(2)
Checklist of Reporting Requirements Under the Combined Code and FSA Listing Rules
213(2)
Appendix 3
215(10)
Main Points Raised in the Higgs Review
215(1)
The Higgs Report on the Role and Effectiveness of Non-Executive Directors
215(1)
Why Did the Review Take Place?
215(1)
How Did Higgs Conduct the Review?
215(3)
What Did He Conclude?
218(4)
What Were His Recommendations for Change?
222(3)
Corporate Strategy
225(10)
Introduction
227(8)
Analysis: Assessing the Current Position
228(1)
What Are These Key Strategic Variables?
229(1)
Developing Options: Determining a Vision and Strategic Options
230(2)
Choice: Making a Judgement
232(1)
Execution
232(3)
Directors' Duties and Liabilities
235(32)
General Duties
237(6)
Statutory Position
238(1)
General Legal Responsibilities
238(1)
Fiduciary Duty
238(1)
Statutory Statement of Directors' General Duties
239(3)
Indemnities and Insurance for Directors
242(1)
Directors' Liability for False or Misleading Statements
243(1)
More Specific Duties
243(5)
Disclosure of Interests in Shares and Debentures
244(1)
Disclosure of Interests in Contracts
244(2)
Duty to Assist Auditors
246(1)
Use of Written Resolutions
246(1)
Financial Responsibilities
246(1)
Wrongful Trading
247(1)
Fraudulent Trading
247(1)
Additional Obligations in the Case of Listed Companies
247(1)
Transactions with Directors That Require Members' Approval
248(7)
Requirement for Approval by Members
248(1)
Long-Term Service Contracts for Directors
249(1)
Substantial Property Transactions
249(1)
Loans, Quasi-loans and Credit Transactions Under CA 1985
250(3)
New Provisions Under CA 2006
253(1)
Payments for Loss of Office
254(1)
Disclosure of Loans and Other Transactions with Directors
255(7)
Disclosure of Loans, Quasi-loans and Credit Transactions Under CA 1985
255(2)
Disclosure of Loans and Similar Transactions Under CA 2006
257(1)
Disclosure of Other Transactions with Directors
257(1)
Materiality
258(1)
FRS 8/IAS 24 Approach to Materiality
259(1)
Detailed Disclosures Under Company Law
259(1)
Value of a Transaction or Arrangement
260(1)
Exceptions to the General Disclosure Requirement
260(1)
FRS 8/IAS 24 Disclosure Requirements
260(1)
Additional Requirements for Listed Companies
261(1)
Loans to Other Officers of the Company
262(1)
Company Procedures
262(1)
Share Dealings by Directors of Listed Companies
262(3)
Notification to a Regulatory Information Service
263(1)
Compliance with the Model Code
263(1)
Exceptions in Limited Circumstances
264(1)
Breaches of the Code
264(1)
Appendix 1
265(2)
Useful Websites on Directors' Duties and Related Issues
265(2)
Directors' Remuneration and Benefits
267(28)
Introduction
269(3)
Directors' Remuneration
269(1)
Share Options
270(2)
Disclosure of Directors' Remuneration
272(6)
Disclosure Under Company Law
272(2)
Audit Requirements
274(1)
Benefits in Kind
274(1)
Bonus Payments
275(1)
Shares and Share Options
275(1)
Long-term Incentive Schemes
275(1)
Pension Arrangements
276(1)
Payments to and from Other Parties
276(1)
Payments to Third Parties
276(1)
Particular Problems in Groups of Companies
277(1)
Disclosure in the Accounts of Subsidiaries
277(1)
Compensation for Loss of Office
278(1)
Directors' Remuneration Report
278(4)
Requirements of Company Law
279(1)
Shareholder Approval
279(1)
Contents of the Remuneration Report
279(1)
Pension Entitlements
280(1)
Share Performance Graph
281(1)
Impact of Company's General Remuneration Pattern
281(1)
Summary Financial Statements
282(1)
Directors' Service Contracts
282(5)
Service Contracts and Compensation
282(1)
Service Contracts for Executive Directors
282(1)
Contracts for Services of Non-executive Directors
283(1)
Company Law Requirements
283(1)
Director Working Outside the UK
284(1)
Inspection of Contracts
285(1)
Shareholder Approval for Contracts for more than Two Years
285(1)
Series of Agreements
286(1)
Appendix 1
287(1)
Useful Websites on Directors' Remuneration and Benefits
287(1)
Appendix 2
288(7)
Directors' Remuneration Report Checklist
288(7)
Financial Reporting
295(82)
Accounting Standards
297(14)
The Present Regime
298(1)
Development of Accounting Standards
298(1)
Adoption of International Accounting Standards
299(1)
UK Convergence with IASs
300(3)
Changes to the Role of the ASB
303(1)
Scope and Application of Accounting Standards
304(1)
Effective Date of Accounting Standards
304(1)
First-Time Adoption of IFRSs
305(1)
Disclosure of Compliance with Accounting Standards
306(1)
Applicable Accounting Standards
306(1)
Role of the UITF
306(1)
Role of the FRRP
307(3)
Financial Reporting Standard for Smaller Entities
310(1)
Statement of Recommended Practice
311(1)
The True and Fair View
311(4)
Requirement for Accounts to Show a True and. Fair View
312(1)
Different Requirements for IAS Accounts
312(1)
What Constitutes a True and Fair View?
313(1)
Impact of Accounting Standards
314(1)
True and Fair Override
314(1)
Disclosing Use of the True and Fair Override
315(1)
Materiality
315(6)
Nature of Materiality
316(1)
Influence on the Decisions of Users
317(1)
Requirements of Accounting Standards
317(1)
Assessing Materiality
318(1)
Key Factors to Consider
318(1)
Nature of an Item
319(1)
User's Perspective
319(1)
Qualitative Aspects of Transactions
319(1)
Other Issues to Consider
320(1)
Exclusion of Immaterial Items
321(1)
Statement of Directors' Responsibilities
321(4)
Requirement to Include a Statement of Responsibilities in the Annual Accounts
322(1)
Presentation of the Statement
322(1)
Content of the Statement
323(1)
Example Wording
323(1)
Example: Statement of Directors' Responsibilities for the Accounts
323(1)
Impact of Audit Exemption
324(1)
Specialised Businesses and Unincorporated Entities
324(1)
Form and Content of Companies Act Individual Accounts
325(6)
Preparation of Companies Act Individual Accounts
325(1)
Prescribed Formats
326(1)
Requirements of UK Accounting Standards
326(1)
Expected Future Developments
327(1)
Comparative Figures
327(1)
Accounting Principles
328(2)
Substance Over Form
330(1)
Fair Value Accounting
330(1)
Form and Content of Companies Act Group Accounts
331(6)
Preparation of Companies Act Group Accounts
331(1)
Consolidated Accounts
332(1)
Definition of Subsidiary Undertaking
332(1)
Exclusion of a Subsidiary from the Group Accounts
332(1)
Quasi-subsidiaries
333(1)
Associates
333(1)
Joint Ventures
334(1)
Consolidation Rules
334(1)
Acquisitions and Mergers
335(1)
Goodwill
335(1)
Accounting Date of Subsidiary Undertakings
336(1)
Directors' Report
337(12)
Requirement to Prepare
337(1)
Consistency with the Accounts
337(1)
Fair Review of the Business
338(1)
ASB Reporting Statement `Operating and Financial Review'
339(2)
DEFRA Guidance on Environmental Reporting
341(1)
DTI's `Practical Guidance for Directors'
342(1)
ASB `Review of Narrative Reporting'
343(1)
Forward-Looking Information
344(1)
Directors' Liability for False or Misleading Statements
345(1)
Political Donations
345(1)
Capital Structure and Shareholdings
346(1)
Disclosure to Auditors
347(1)
Qualifying Indemnities for Directors
347(1)
Other Disclosures
348(1)
Corporate Governance Disclosures
348(1)
Summary Financial Statements
349(5)
Background
349(1)
Right to Receive Full Accounts and Reports
350(1)
Form and Content of Summary Financial Statements
350(1)
Other Statements to be Included
351(1)
The Purpose of Summary Financial Statements
352(1)
Perceived Advantages and Disadvantages
352(1)
Views of Shareholders
353(1)
A Practical Approach to Producing Summary Financial Statements
353(1)
Usual Contents of Summary Financial Statements
354(1)
Half-Yearly Reports
354(9)
Requirement to Prepare Half-Yearly Report
355(1)
Interim Management Statements
356(1)
Review by the Auditors
356(1)
Contents of a Half-Yearly Report
357(1)
Other Disclosures
357(1)
Management Report
358(1)
Accounting Policies
359(1)
Earnings per Share
359(1)
Basis of Presentation of Financial Information
360(1)
Corresponding Amounts
360(1)
Directors' Responsibility Statement
361(1)
Statutory Disclosure
361(1)
FRRP Review of Half-Yearly Reports
361(2)
Preliminary Announcements
363(6)
Requirement to Prepare a Preliminary Announcement
364(1)
Impact of IAS Accounts
364(1)
Timing of Preliminary Announcement
364(1)
Need to Obtain Auditors' Agreement
365(1)
Distribution of Preliminary Announcement
366(1)
Contents of a Preliminary Announcement
366(1)
Other Disclosures
367(1)
Management Commentary
368(1)
Accounting Policies
368(1)
Earnings per Share
369(1)
Corresponding Amounts
369(1)
Statutory Disclosure
369(1)
Reporting on the Internet
369(7)
Impact of the Internet
370(1)
Suggested Code of Conduct
370(2)
Subsequent Guidance from IF AC
372(1)
Satisfying Legal Requirements by Electronic Means
373(1)
Audit Considerations
374(1)
ICSA Guidance on Electronic Communications
374(2)
Appendix 1
376(1)
Useful Websites on Financial Reporting Issues
376(1)
Fraud and Illegal Acts
377(24)
Understanding Fraud
379(6)
What Is Fraud?
379(1)
New and Emerging Areas of Fraud
380(1)
A Low Profile Issue?
380(1)
Impact of Recent Events
381(1)
Need for Culture Change
381(1)
Who Perpetrates Fraud?
381(1)
Nature of Fraud
382(1)
Internet Fraud
383(1)
Reaction to Accounting Scandals
383(1)
The Fraud Advisory Panel
384(1)
Other Information
384(1)
Responsibility for Fraud Prevention and Detection
385(2)
Collective Responsibility of Directors
385(1)
Role of Internal Audit
385(1)
Role of External Auditors
386(1)
Role of the Audit Committee
386(1)
Minimising the Risk of Fraud
387(4)
Managing the Risk
387(1)
Personnel Procedures
388(1)
Review and Assessment of Activities
388(1)
E-commerce and IT Issues
389(1)
Assessment of Controls
389(1)
Management Attitude
390(1)
Biometrics
390(1)
Money Laundering
390(1)
Detection of Fraud
391(4)
Awareness of Warning Signs
391(1)
Whistle-Blowing Procedures
392(1)
Business Areas Performing Unexpectedly
392(1)
Opportunity for Management Override
393(1)
Staff Issues
393(1)
Unusual Transactions
394(1)
Collating Information on Fraud
395(1)
Developing a Fraud Response Plan
395(2)
Benefits of a Fraud Response Plan
395(1)
Contents of the Plan
395(1)
Regular Review
396(1)
Appendix 1
397(1)
Useful Websites on Fraud and Related Issues
397(1)
Appendix 2
398(3)
Checklist: Prevention and Detection of Fraud
398(3)
Going Concern
401(22)
Background and Current Guidance
403(3)
Accounting Requirements
403(1)
Significance of the Going Concern Assumption
404(1)
Combined Code Recommendations
404(1)
Joint Working Group Guidance
404(1)
Other Guidance
404(2)
Directors' Assessment of Going Concern
406(7)
Basis of Preparation of Accounts
406(1)
Definition of Going Concern
407(1)
What Is the Foreseeable Future?
407(1)
Procedures to Be Carried Out
408(1)
Factors to Consider
408(1)
Forecasts and Budgets
409(1)
Borrowing Requirements
410(1)
Liability Management
410(1)
Contingent Liabilities
410(1)
Products and Markets
410(1)
Financial Risk Management
411(1)
Other Factors
411(1)
Financial Adaptability
411(1)
Overall Assessment and Conclusion
412(1)
Half-Yearly Reporting
412(1)
Application of the Guidance to Groups
412(1)
Disclosures in Respect of Going Concern
413(4)
Making a Formal Statement on Going Concern
413(1)
Going Concern Presumption Appropriate
414(1)
Going Concern Basis Used Despite Certain Doubts
414(1)
Going Concern Basis Not Appropriate
415(1)
Other Situations Where Disclosure May Be Appropriate
415(1)
Period Considered Less than One Year
416(1)
Location of the Directors' Statement
416(1)
Appendix 1
417(1)
Useful Websites on Going Concern Issues
417(1)
Appendix 2
418(3)
Checklist: Assessment of Going Concern
418(3)
Appendix 3
421(2)
Checklist: Going Concern Review
421(2)
Insurance
423(6)
Introduction
425(1)
What Are You Insuring Against?
425(4)
How Are Most Policies Structured?
426(3)
Internal Control
429(16)
Requirements on Internal Control
431(2)
The Combined Code
431(1)
Turnbull Guidance
431(1)
Aims of the Working Party
432(1)
Risk Management and Internal Control
433(3)
Importance of Risk Management and Internal Control
433(1)
Group Perspective
434(1)
Responsibility for the System of Internal Control
434(1)
Factors to Consider
434(1)
Definition of Internal Control
435(1)
Elements of a Sound System of Internal Control
435(1)
Control Environment
435(1)
Reviewing the Effectiveness of Internal Control
436(2)
Role of the Audit Committee
436(1)
The Process of the Review
437(1)
Suggested Approach
437(1)
Review of the Need for an Internal Audit Function
438(1)
The Annual Statement on Internal Control
438(3)
Minimum Disclosure
438(1)
Where One or More of the Statements Cannot Be Made
439(1)
Acknowledgement of Responsibility
439(1)
Reporting by Auditors
439(1)
Additional Company Reporting Under SEC Requirements
440(1)
Appendix 1
441(1)
Useful Websites on Internal Control
441(1)
Appendix 2
442(3)
Checklist: Internal Control
442(3)
Investor Relations
445(14)
Introduction
447(12)
Objectives of a Typical Investor Relations Strategy
448(1)
Who Takes Part in Investor Relations?
448(1)
What Should the Non-executive Director's Role be in Investor Relations?
449(1)
Understanding the Shareholder
450(1)
What Do the Company's Brokers Do?
450(1)
Market Makers
451(1)
Special Issues for Smaller Quoted Companies
451(1)
Public-to-Private Transactions: Issues for the Non-executive Director
452(3)
Media Relations
455(1)
Investor Relations with Private Investors
456(1)
The Impact of the Internet on Investor Relations
456(1)
Share Dealing and PSI
457(1)
What Did the Higgs Report Say about the Non-executive Director's Relationships with Shareholders?
457(1)
Useful Reference Points
457(2)
Nominations Committees
459(10)
Introduction
461(5)
The Existence of a Committee
462(1)
Executive and Non-executive Appointments
463(1)
The Use of Search Firms
463(1)
Succession Planning
463(1)
Linkage with the Remuneration Committee
463(1)
Interaction with the Chairman
463(1)
Interaction with the Chief Executive
464(1)
Interaction with the Company's Human Resources Director
465(1)
What Skills and Experience Are Needed to Be a Member of Nominations Committee
465(1)
Appendix 1
466(3)
Terms of Reference for a Nominations Committee
466(3)
Pension Arrangements for Employees
469(30)
Types of Pension Scheme
471(7)
Introduction
471(1)
Retirement Provisions for Employees
472(1)
State Pensions
472(1)
Defined Benefit Schemes
473(1)
Defined Contribution Schemes
474(1)
Other Options
475(1)
Personal Pensions
476(1)
Stakeholder Pensions
476(2)
Pension Scheme Administration
478(7)
Pension Act 2004
478(1)
The Pensions Regulator
479(1)
Pension Scheme Trustees
479(1)
Sponsoring Employer
480(1)
Statutory Funding Objective
480(1)
Financial Reporting
481(1)
Checklist for Annual Pension Scheme Report
481(1)
Proposals for Changes
482(1)
Audit
483(2)
Taxation
485(1)
Accounting for Pensions and Other Retirement Benefits
485(13)
Requirements of Accounting Standards
486(1)
Accounting for a Defined Contribution Scheme
486(1)
Difficulties with Defined Benefit Schemes
487(1)
Actuarial Valuations
487(1)
Valuation Methods
488(1)
Measurement of Scheme Assets and Liabilities
488(1)
Actuarial Assumptions
488(1)
Discounting of Scheme Liabilities
489(1)
Frequency of Valuations
489(1)
Balance Sheet Recognition of Surplus or Deficit
489(1)
Balance Sheet Presentation
490(1)
Performance Statements
490(1)
Disclosure
491(1)
ASB Reporting Statement `Retirement Benefits: Disclosures'
492(1)
Entities with More than One Defined Benefit Scheme
493(1)
Multi-employer Schemes
493(1)
Possible Changes to Accounting Requirements
494(1)
Preliminary Views
495(3)
Appendix 1
498(1)
Useful Websites on Pensions Issues
498(1)
Remuneration Committee
499(20)
Establishing a Remuneration Committee
501(4)
Combined Code Principles
501(1)
Membership of the Remuneration Committee
502(2)
Attendance at Meetings
504(1)
The Use of Remuneration Consultants
505(1)
Duties of the Remuneration Committee
505(5)
Terms of Reference
506(1)
Developing Remuneration Policy
507(1)
Make-Up of Remuneration
508(1)
Performance-Related Pay
508(1)
Compensation Payments
509(1)
Issues of Concern to Shareholders
509(1)
Meetings and Agendas
510(3)
Meetings of the Remuneration Committee
510(1)
Secretary
510(1)
Minutes
511(1)
Reporting to Shareholders
511(1)
Self-assessment and Appraisal
511(2)
Appendix 1
513(1)
Useful Websites on Issues Relating to Remuneration Committees
513(1)
Appendix 2
514(5)
Specimen Terms of Reference for a Remuneration Committee
514(1)
Constitution
514(1)
Membership
514(1)
Secretary
514(1)
Meetings
514(1)
Minutes of Meetings
515(1)
Authority
515(1)
Responsibilities
515(1)
Reporting
516(1)
Other
517(2)
Risk Management
519(14)
The Importance of Risk Management
521(3)
Main Board Responsibility
521(1)
Organisational Structure
522(1)
Risk Management Committee
522(1)
Main Risks
523(1)
Appetite for Risk
523(1)
Using External Resources
523(1)
Key Points on Risk Management
524(1)
The Risk Management Process
524(3)
Principal Elements of the Process
524(1)
Analysing Business Risk
524(1)
Ranking Risks by Likelihood and Severity
525(1)
Dealing with Risk
526(1)
Monitoring and Reporting on Risk
526(1)
Continuous Process
527(1)
Additional Guidance
527(1)
Reporting on Risk
527(4)
Investor Requirements
527(1)
Relevant Disclosure
528(1)
Risks Associated with Financial Instruments
528(2)
Disclosures on Capital Structure
530(1)
Appendix 1
531(1)
Useful Websites on Risk Management Issues
531(1)
Appendix 2
532(1)
Analysis of Risks
532(1)
Training and Development
533(4)
Introduction
535(1)
The Institute of Directors
535(1)
Business Schools
536(1)
Professional Intermediaries
536(1)
Training and Development Provided by Member Organisations
536(1)
Appendices
537(20)
Acknowledgements
537(1)
Bibliography
537(2)
Draft Letter from the Chairman of the Remuneration Committee to a Potential Remuneration Consultant
539(1)
Draft Letter from Search Firm to Chairman with Regard to Appointing Them to Recruit a Non-executive Director
540(6)
The Specification and Competencies Required of the Ideal Candidate
541(1)
Logistical Considerations for Candidates
542(1)
Our Process for Conducting the Search
543(1)
Remuneration for the Chosen Candidate
543(1)
Our Fees, Terms and Conditions
544(1)
Our Approach to Doing Business
544(2)
ICSA Guidance Note 011102 Model Board Resolution on Independent Professional Advice
546(1)
An Alternative
547(1)
ICSA Guidance Note 011104 Matters Reserved for the Board
547(3)
Multiple Signatures
548(1)
Delegation
548(1)
Urgent Matters
548(1)
Companies Act Requirements
548(1)
Stock Exchange/Financial Services Authority
549(1)
Board Membership and Board Committees
549(1)
Management
549(1)
Cadbury/Combined Code Recommendations
549(1)
Miscellaneous
549(1)
Terms of Reference for the Higgs Review of the Role and Effectiveness of Non-executive Directors
550(1)
Objective
550(1)
Background
550(1)
Proposal
550(1)
Sample Letter of Non-executive Director Appointment
551(3)
Appointment
551(1)
Time Commitment
551(1)
Role
552(1)
Fees
552(1)
Outside Interests
552(1)
Confidentiality
553(1)
Induction
553(1)
Review Process
553(1)
Insurance
553(1)
Independent Professional Advice
553(1)
Committees
553(1)
Guidance on Performance Evaluation
554(2)
Performance Evaluation of the Board
554(1)
Performance Evaluation of the Non-executive Director
555(1)
Useful Websites
556(1)
Table of Statutes 557(2)
Table of Statutory Instruments 559(2)
Index 561
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