The CCO should be a senior executive with direct access to the
board and independence from business lines to ensure objectivity and
authority to implement an effective compliance program.
Compliance in the Framework of
Corporate Governance 15
Analysis of Nine Pillars of Corporate Governance Principles for Small and Med...Karan Mahajan, CCRA
The report involved critically analyzing the nine pillars of corporate governance for SMEs in Dubai, providing recommendation for strengthening the principles as well as comparison with OECD Principles of Corporate Governance, Commonwealth Association for Corporate Governance and Corporate Governance principles in India.
Understanding general rules around corporate governance
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Understanding the impact of strong electoral policies and guidelines for elected officials
The KING IV CODE on Corporate Governance In South Africa Part I Introduction - Introductory Presentation on the draft KING IV Code deals with the Philosophy Underpinning the new KING IV CODE. Further presentations are to follow
Analysis of Nine Pillars of Corporate Governance Principles for Small and Med...Karan Mahajan, CCRA
The report involved critically analyzing the nine pillars of corporate governance for SMEs in Dubai, providing recommendation for strengthening the principles as well as comparison with OECD Principles of Corporate Governance, Commonwealth Association for Corporate Governance and Corporate Governance principles in India.
Understanding general rules around corporate governance
Understanding the duties of directors
Understanding the impact of strong electoral policies and guidelines for elected officials
The KING IV CODE on Corporate Governance In South Africa Part I Introduction - Introductory Presentation on the draft KING IV Code deals with the Philosophy Underpinning the new KING IV CODE. Further presentations are to follow
Impact of corporate governance on firm performance publishedMuhammad Usman
In the light of corporate financial scandals, there is an increasing attention on corporate governance issues. The investors look for emerging economies to diversify their investment portfolios to exhaust the possibilities of returns. This paper examines the impact of corporate governance variables on firms’ performance. This Research found that there is a direct positive relationship between profitability measured either by Earnings per share (EPS) or Return on assets (ROA) and corporate governance, also have a positive direct relationship between each of liquidity, dividend per share, and the size of the company with corporate governance, finally the study found a positive direct relationship between corporate governance and corporate performance. Various studies have been conducted in developing countries including Pakistan to investigate the relationship among corporate governance and firm performance. This study indicates that corporate governance can be measured through the following elements.
(1) board size (2) Female Member (3) CEO duality (4) Education of Directors (5) Board working experience(6) independent directors (7) board compensation (8) Board ownership (9) Audit committee (10) Board composition(11)Leadership Structure
Introduction to Corporate Governance by Derek Hendrikz covers definitions, objectives, core functions, primary drivers, stakeholders, stakeholder interests, controls, Anglo American Shareholder Model, Multi Stakeholder Model, strategic responsibility, Board of Directors, EXCO, Management, responsibility of the Board, Boards that have failed, principles of good governance, discipline, transparency, accountability, independence, responsibility, fairness, social responsibility,
Impact of corporate governance on firm performance publishedMuhammad Usman
In the light of corporate financial scandals, there is an increasing attention on corporate governance issues. The investors look for emerging economies to diversify their investment portfolios to exhaust the possibilities of returns. This paper examines the impact of corporate governance variables on firms’ performance. This Research found that there is a direct positive relationship between profitability measured either by Earnings per share (EPS) or Return on assets (ROA) and corporate governance, also have a positive direct relationship between each of liquidity, dividend per share, and the size of the company with corporate governance, finally the study found a positive direct relationship between corporate governance and corporate performance. Various studies have been conducted in developing countries including Pakistan to investigate the relationship among corporate governance and firm performance. This study indicates that corporate governance can be measured through the following elements.
(1) board size (2) Female Member (3) CEO duality (4) Education of Directors (5) Board working experience(6) independent directors (7) board compensation (8) Board ownership (9) Audit committee (10) Board composition(11)Leadership Structure
Introduction to Corporate Governance by Derek Hendrikz covers definitions, objectives, core functions, primary drivers, stakeholders, stakeholder interests, controls, Anglo American Shareholder Model, Multi Stakeholder Model, strategic responsibility, Board of Directors, EXCO, Management, responsibility of the Board, Boards that have failed, principles of good governance, discipline, transparency, accountability, independence, responsibility, fairness, social responsibility,
PFM reform - putting the theory into practice -- Ivana Jakir-Bajo, CroatiaOECD Governance
This presentation was made by Ivana Jakir-Bajo, Croatia, at the 12th Annual Meeting of OECD-CESEE Senior Budget Officials held in Ljubljana, Slovenia, on 28-29 June 2016
OECD, 10th Meeting of CESEE Senior Budget Officials - Bojan Paunovic, MontenegroOECD Governance
This presentation by Bojan Paunovic, Montenegro, was made at the 10th Meeting of CESEE Senior Budget Officials held in Den Haag on 26-27 June 2014. Find more information at http://www.oecd.org/gov/budgeting/10thannualmeetingofseniorbudgetofficialsfromcentraleasternandsoutheasterneuropeanceseecountries.htm
This presentation by Klas Klaas, OECD Secretariat, was made at the 10th Meeting of CESEE Senior Budget Officials held in Den Haag on 26-27 June 2014. Find more information at http://www.oecd.org/gov/budgeting/10thannualmeetingofseniorbudgetofficialsfromcentraleasternandsoutheasterneuropeanceseecountries.htm
Presentation by Jolanda Trebicka, SIGMA expert, on the Development of Passport Indicators for the Public Finance Management (PFM) Strategy at the workshop co-organised by SIGMA and the Albanian Ministry of Finance on the Monitoring and Evaluation of the Strategy of PFM 2014-2020, taking place in Tirana on 19 May 2016.
PFM reforms in the context of improving public governance - Klas Klaas, OECD ...OECD Governance
This presentation was made by Klas Klaas, OECD Secretariat, at the 12th Annual Meeting of OECD-CESEE Senior Budget Officials held in Ljubljana, Slovenia, on 28-29 June 2016
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Workshop Session I: Public Expenditure Financial Accountability (PEFA) Assess...icgfmconference
Workshop Session I: Public Expenditure Financial Accountability (PEFA) Assessment
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Al-Khouri, A.M. (2012) 'The Government Role in improving Service Quality in Public Sector: The Case of the Emirates Identity Authority', Customer Service Conference, June 24, 2012, Rome, Italy.
Ownership concentration, corporate governance and the firm's financial perfor...Santosh Pande
This contains the pre submission seminar presentation made by me in respect of my Ph D dissertation. Those interested in more details are welcome to email me at : spande@nihilent.com.
The COBIT 5 framework describes seven categories of enablers
• Principles, policies and frameworks are the vehicle to translate the desired behaviour into practical guidance for
day-to-day management.
• Processes describe an organised set of practices and activities to achieve certain objectives and produce a set of
outputs in support of achieving overall IT-related goals.
• Organisational structures are the key decision-making entities in an enterprise.
• Culture, ethics and behaviour of individuals and of the enterprise are very often underestimated as a success factor
in governance and management activities.
• Information is pervasive throughout any organisation and includes all information produced and used by the
enterprise. Information is required for keeping the organisation running and well governed, but at the operational
level, information is very often the key product of the enterprise itself.
• Services, infrastructure and applications include the infrastructure, technology and applications that provide the
enterprise with information technology processing and services.
• People, skills and competencies are linked to people and are required for successful completion of all activities and
for making correct decisions and taking corrective actions.
Legal Register / Compliance Obligations ISO 14001Nimonik
https://nimonik.com
An overview of why your organization should equip itself with a robust and integrated Legal Register (Compliance Obligations). Reviews of the purpose, intent and benefits of a Legal Register.
This presentation is around ISO 55000 – following PAS 55, the worldwide standard for Asset Management and how IBM’s Maximo Asset Management software is supporting or leveraging this asset management standard.
[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
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Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
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• Three (3) key tips to maintain a disciplined workplace.
Accpac to QuickBooks Conversion Navigating the Transition with Online Account...PaulBryant58
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Matt Conway - Attorney - A Knowledgeable Professional - Kentucky.pdfMatt Conway - Attorney
After completing his law degree at the Brandeis School of Law at the University of Louisville, Matt Conway (Attorney) embarked on a varied career that has included roles in real estate law, public prosecution, and private practice. Find out more about him at his official site https://mattconway.net/
Unveiling the Secrets How Does Generative AI Work.pdfSam H
At its core, generative artificial intelligence relies on the concept of generative models, which serve as engines that churn out entirely new data resembling their training data. It is like a sculptor who has studied so many forms found in nature and then uses this knowledge to create sculptures from his imagination that have never been seen before anywhere else. If taken to cyberspace, gans work almost the same way.
Compliance in the framework of corporate governance (side panel 2) - Oliver Orton
1. Compliance in the
Framework of Corporate
Governance
IFC supported by Oliver Orton
Regional Program Manager, IFC
Corporate Governance Program in
Southern Europe
2. Outline of Presentation (1) - Overview
General overview of corporate governance concepts
What is corporate governance?
Corporate governance framework
Corporate governance and corporate management
Oversight/monitoring of the company
What is compliance? Why is compliance so relevant today?
The GRC framework
Integrating GRC functions
Compliance in the Framework of
Corporate Governance 2
3. Outline of Presentation (2) – the Company level
Who is responsible for compliance in the company?
How companies can integrate compliance into business
conduct and processes
Chief Compliance Officer
Conclusions and key points
Compliance in the Framework of
Corporate Governance 3
4. What is Corporate Governance?
OECD Principles of Corporate Governance
Internal means through which corporations are governed and controlled
...which include a set of relationships among company management, Board of
Directors, shareholders and other stakeholders. Corporate governance provides
structure through which (a) the goals of the company are set (b) the means for
achieving those goals are defined and (c) performance is monitored
Good corporate governance practice should provide appropriate incentives for
the Board of Directors and Management to attain goals which are in the interests of the
company and its shareholders, and provide effective monitoring, thus encouraging the
firm to most efficiently use its resources
• Not simply concerned with obligations and demands
• Companies should strive to exceed regulatory requirements
• Use corporate governance to increase strategic advantage through improved
performance/decision-making, better management of risk, benefiting from
opportunity
• Delivery of tangible benefits; attraction of investment and capital
Compliance in the Framework of
Corporate Governance 4
6. Corporate Governance and Corporate Management
Accountability
and Corporate
Supervision Governance
Strategic
Management
Executive Mgmt. Corporate
-Decision and Control Management
- Operational Mgmt.
Compliance in the Framework of
Corporate Governance
7. Oversight/Monitoring of the Company
Regulator/ Market
Stock Participants
Exchange (supplier, client,
public)
Shareholders (General Meeting) – limited decision authority
Shareholders (the General Meeting of Shareholders)
Goal: return on investment
Report Transparently
Elect and Dismiss Represent and Report to
Provide Capital
Board of Directors – ultimate decision authority
Board of Directors
Goal: direct and monitor management
Guide and Oversee Report and Answer to
Management (Executive Bodies) – day-to-day
Management (Executive Bodies) Goal: ensure
decisions and operations
performance
Slide 7
Compliance in the Framework of
Corporate Governance
8. What is Compliance?
Compliance is a function and culture in a company which
ensures the company in its entirety (internal - directors,
managers, employees; external – clients, suppliers) acts in
accordance with
(A) legal/regulatory requirements and accepted standards
(e.g. ISO) in the industry and country (external
requirements) and
(B) the company’s internal acts/by-laws and values/culture
(internal requirements)
Compliance in the Framework of
Corporate Governance 8
9. Why is Compliance so relevant today?
FCPA (‘77); COSO (‘92) – Integrated Framework for Internal Control
US
Need for compliance through corporate governance post-Enron and
2002 SOX; weaknesses in internal procedures/controls in companies
Current economic/regulatory climate - shareholder dissatisfaction
(increased interest in non-financial results) and government response
Transparency and accountability
Need to comply with more regulation, while advancing business – role of
the gatekeeper supported by effective systems, inc. ICT
Knock-on from large listed companies to smaller companies globally
Compliance in the Framework of
Corporate Governance 9
10. How does Compliance relate to Corporate Governance:
the integrated GRC Framework
Compliance in the Framework of
Corporate Governance
11. Integrating GRC functions
“an integrated approach to organization-wide governance, risk
management and compliance ensuring an organization acts ethically
and in accordance with its risk appetite, internal policies and external
regulations through alignment of strategy, processes, technology and
people, thereby improving efficiency and effectiveness”
Governance: organizational direction, based on accurate information and
control structures, ensuring implementation of management decisions
Risk Management: processes to identify, assess and reacts to risks (e.g.,
legal, technological, commercial, financial)
Compliance: acting in accordance with laws/regulations
Challenge: integrate GRC to avoid conflict and inefficiency, while adding
strategic business value through better planning and decision-making
Compliance in the Framework of
Corporate Governance 11
12. Who is responsible for Compliance in the company?
Corporate culture „at-the-top‟ should promote compliance as
everyone‟s responsibility (organizational filter) - not just a
‘keep out of jail’ card
Accountability at all levels; integral function
1st level Each employee/staff member
2nd level Operational Managers and Support Heads (e.g. IT)
3rd level Chief Compliance Officer/Compliance Department
4th level Management ; Compliance Advisory Council (CAC)
5th level BoD/Supervisory Board (Internal Audit, Risk
Management, Corporate Governance Committees)
Shareholder engagement : investment protection; AR; external audit
Compliance in the Framework of
Corporate Governance 12
13. How companies can integrate Compliance into business
conduct and processes
Company Code of Ethics and Compliance/Code of Conduct
Specific references to compliance (external/internal requirements) – by
employees and company
Compliance Program
Code of Ethics; Compliance/Code of Conduct: Guidelines for
implementation
Training: Obligatory introductory (new staff) & on-going training for all staff
Dissemination of relevant documents in meaningful and accessible
manner
Hot-line on Compliance; ‘Whistleblower‟
Annual Surveys – assessment of implementation of Compliance Program
Compliance Statements –by specific officers/managers/directors
Investigations
Assessment
Compliance in the Framework of
Corporate Governance 13
14. How companies can integrate Compliance into business
conduct and processes (cont.)
Internal Audit engagements related to compliance, through
Internal Audit department
Document Retention System – up-to-date, coherent,
comprehensive
systems to support company’s on-going needs
IT
Assigned functions (e.g. Legal Counsel, Company Secretary)
Corporate culture – fills the gap when formal controls are weak
while ensuring optimum performance
Compliance in the Framework of
Corporate Governance 14
15. Chief Compliance Officer (CCO)
Real sector companies and regulated/listed companies – who
needs a CCO?
Cynthia Glassman, US SEC, American Society of Corporate
Secretaries, 2002
Have sufficient seniority and authority to take necessary actions
(„worst-case‟ scenario test)
Have full support of CEO/management, in theory and in practice
Have access and provide reports to management; be able to report to
BoD on key matters/matters involving management misconduct
Have sufficient time and resources to implement compliance program
Compliance in the Framework of
Corporate Governance
16. Responsibilities of Chief Compliance Officer (CCO)
Track industry/regulatory developments/‟gatekeeper‟
Improve compliance systems to drive performance
Maintain relations with regulators (where relevant)
Provide internal advisory services within company at all levels
Liaise with RM functions
Communicate compliance policies/procedures
Ensure implementation of compliance requirements in company
Lead investigations on compliance issues; rapid response
Measure performance
Act independent y with minimal other functions
Report to CEO/CRO
Compliance in the Framework of
Corporate Governance
17. Conclusions and Key Points
Ways of doing business are changing: increased demands and
scrutiny from shareholders, regulators and public
Companies need to rise to the challenge if they are to remain viable
Sound GRC functions need to be integrated into the heart of the
company’s business, operations and systems
Information to be communicated effectively throughout the company
Promote openness, accountability, and integrity under robust
leadership
Opportunity to improve organizational performance and long-term
success and advance values for competitive advantage
Compliance in the Framework of 17
Corporate Governance
18. Thank you for your
kind attention.…
Oliver Orton
OOrton@ifc.org
+381 11 3023 750
Compliance in the Framework of
Corporate Governance