Corporate governance refers to the mechanisms, relations, and processes by which a corporation is controlled and is directed. It involves balancing the many interests of the stakeholders of a corporation. Thus, it is important to know and determine what are the internal and external institutions and influences of a corporate governance.
These notes are not made by me. this is made by a different group in my class. these notes were provided for everyone in the class as part of our group project.
I am merely sharing these notes to supplement other students in learning the subject.
These notes are not made by me. this is made by a different group in my class. these notes were provided for everyone in the class as part of our group project.
I am merely sharing these notes to supplement other students in learning the subject.
This is a Feasibility Study conducted by a group of students "The Incorporators" from Capitol University's Bachelor of Science In Business Administration major in Marketing Management and Human resource Management.
Note: This document is not available to download, sorry for the inconvenience.
This is the product proposal paper prepared by the students of Capitol University major in Marketing Management and Human Resource Management taking up Introduction to Entrepreneurship Feasibility Study paper.
The nature of management control systemsAbu Nahiyan
Control: The process of monitoring activities to ensure that they are being accomplished as planned and of correcting any significant deviations.
Management: The process of dealing with or controlling things or people.
System: A system is a prescribed way of carrying out any activity or set of activities.
Management Control Systems: The system used by management to control the activities of an organization is called management control systems.
corporate governance and role in strategic managementzeba khan
describes the concept of corporate governance along with need and benefits of corporate governance. highlights the role and importance of corporate governance in strategic management.
Role of board of directors -Corporate GovernanceRehan Ehsan
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
This is a Feasibility Study conducted by a group of students "The Incorporators" from Capitol University's Bachelor of Science In Business Administration major in Marketing Management and Human resource Management.
Note: This document is not available to download, sorry for the inconvenience.
This is the product proposal paper prepared by the students of Capitol University major in Marketing Management and Human Resource Management taking up Introduction to Entrepreneurship Feasibility Study paper.
The nature of management control systemsAbu Nahiyan
Control: The process of monitoring activities to ensure that they are being accomplished as planned and of correcting any significant deviations.
Management: The process of dealing with or controlling things or people.
System: A system is a prescribed way of carrying out any activity or set of activities.
Management Control Systems: The system used by management to control the activities of an organization is called management control systems.
corporate governance and role in strategic managementzeba khan
describes the concept of corporate governance along with need and benefits of corporate governance. highlights the role and importance of corporate governance in strategic management.
Role of board of directors -Corporate GovernanceRehan Ehsan
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
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Major Areas
Corporates
Corporate Structure
Corporate Objectives & Strategy
Factors influencing Corporate Objectives
Primary vs Secondary Objectives
Strategies(Corporate) / Tactical (Functional)
Role Of a Financial Manager
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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:
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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.
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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.
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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.
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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.
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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.
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Internal and external institutions and influences of corporate
1. INTERNAL AND EXTERNAL INSTITUTIONS
AND INFLUENCES OF CORPORATE
GOVERNANCE
BY: GRACE FATIMA ABELIDA , MBA
2. INTERNAL FOUNDATION OF CORPORATE
GOVERNANCE
o BOARD OF DIRECTORS
-is a body of elected or appointed by shareholders who
jointly oversee the activities and the overall managerial and
operational aspects of the corporation.
Authority, Responsibility and Purpose of BOD:
Protect the resources entrusted to them by shareholders' and
make sure the latter receive a decent return on their investment.
Top governing authority w/in the management structure at any
publicly listed company.
Their job is to select, evaluate, and approve appropriate
compensation for the company’s CEO, assess attractiveness
dividend payment scheme and its amount, recommend stock
splits, oversee share reacquisition programs, approve the
company’s financial statement reports and recommend or
discourage acquisition and mergers.
3. Structure and Makeup of the Board of Directors
The board is made up of individual men and women, the “directors”
who are elected by shareholders.
Directors either :
1. have a vested interest in the company
2. work in the upper management of the company, or
3. independent from the company but are known for their business
abilities
Committees on the Board of Directors
Audit Committee – responsible in making sure that the company’s
financial statements and reports are reasonably accurate and use fair
estimates in accordance with the applicable financial reporting
standards.
Compensation Committee - places the base compensation, stock
option awards, and incentive bonuses for the company’s executives,
including the CEO.
4. Ownership Structure and Its Impact on the
Board of Directors
The particular ownership structure of a corporation has a
huge impact on the efficiency and effectiveness of the
board of directors to govern.
In a company where a large, single shareholder exists,
that entity or individual can effectively control the
corporation.
5. o CHIEF EXECUTIVE OFFICER (CEO)
- is usually the singular organizational position that is
principally accountable in carrying out the strategic policies and
procedure as established by the BOD’s.
-is directly under the board of directors.
-is responsible to bring into line the company, internally and
externally, with their long tern vision.
- make possible to engage business outside of the company
while directing employees, managers and other executive towards a
central objective.
Responsibilities of a CEO:
Support the Board
- supports operations and administration of board by giving
information and advice to board members.
Delivery of Program, Product and Services (PPS)
- administer design, marketing, promotion, delivery and
quality of programs, products and services
6. Financial, Risk and Tax Management
- recommends yearly budget for board’s approval and
cautiously manages organization’s resources within the budget
guidelines.
- this utilization of resources may also have other basis
such as laws, regulations, and other directives.
Human Capital Management
- efficiently manages the human capital of the organization
based on personnel policies and procedures that fully conform to
current laws, regulations and standards both local and international.
Public Relations (PR)
- pledge that the organization and its mission, programs and
initiatives, products and services are consistently presented in strong
and physically visible manner to the community.
7. o CHIEF FINANCIAL OFFICER (CFO)
Responsibilities of a CFO
Implements Internal Control
- responsible for conveying the important financial
controls to a company.
Supervises Major Impacts Projects
- handles and supervise projects that require significant
quantitative and qualitative interpretations and analysis to reach at
an understanding options that are available.
Develops Relations with Financing Sources
- institute good working relationships with banks and
other financial institutions that may impact on the company’s
ability to finance its operations.
8. Advisor to Management
- facilitate and help the business owners, executives and
other top managers make the substantial connection between a
company ‘s operations and its financial performance that are
reflected in financial figures.
Drives major Strategic Issues
-expected to take part in important role of attending some
major strategic issues that will have an impact on the company’s
long-term future.
Risk Manager
- best position to foresee risk considering that they have
this rare perspective on how the company operates.
9. Relationship Role
- is a nucleus in an organization with many connections.
Objective Referee
- needs to demonstrate impartially, such as when advising
the CEO or the board of directors on accounting matters.
10. o SHAREHOLDERS
Share Ownership
- gives the owner with the right to a share of the
income of the company called dividend and a right to a
share of net proceeds on the sale during liquidation of the
company.
- includes the right to sell or transfer that share
without the need to inform or getting the consent of the
other stockholder.
-an important right and responsibility of the
shareholders is to vote.
Responsibilities of the Shareholders
They must ensure that the obligation to provide information to
shareholders does not detract the company’s ability to compete
in its marketplace.
11. They must ensure that their right to attempt to influence the
company does not translate into behavior that will paralyze and
detrimental to the company.
Fundamentals that Requires the Approval of the
Shareholders, Under the Corporation Code of the
Philippines, includes;
Effecting certain merger or reorganizations.
Selling all or substantially all of the corporation’s assets.
Adding or removing any restrictions on the business that the
corporation may carry on.
Changing the corporation’s share capital.
Increasing or decreasing the number of directors or the
minimum or maximum numbers of directors.
Confirming by-laws.
Adding or changing restrictions on the issue, transfer or
ownership of shares.
12. Shareholder Ability to Change the Board
Shareholders who are dissatisfied with how the directors are
running the corporation may remove the directors or refuse to
re-elect them.
In practice, this may be a difficult course to take, particularly
where the shares of the corporation are widely held.
13. EXTERNAL ENVIRONMENT OF CORPORATE
GOVERNANCE
AUDITORS
One of the most important external institutions in governance.
Their job is to help to ensure that firms are run efficiently by
keeping public records accurate, adhering standards of
reporting for public purposes, and taxes paid properly and on
time.
Independent Auditors
Independent auditors analyze and communicate financial
information for various entities such as companies, potential
investors, individual clients, government both at the local and
national level.
They may also engage in consultancy services which may
include, financial and investment planning, information
technology consulting, and limited legal services.
14. LEGAL ENVIRONMENT
Some contend that it is the market that can really press real
governance considering that it is a variable independent from
anybody.
There are, however, some limits to this connection.
Markets may be good for some governance tasks, weak for
others.
Markets may be good at limiting some types of “skirting”, but be
less good at limiting “stealing”, especially if the stealing
represents a small part of the firm's total value.
Three distinct dimensions of legal environment:
The domestic laws of home countries.
The domestic laws of each of foreign markets.
International law in general
15. MARKETS
Considered the most important institution of corporate
governance.
Other External Factors
Political Environment
Technological Environment
Social Environment