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公司治理的联合规范

时间:2016-02-28 23:41来源:www.ukthesis.org 作者:英国论文网 点击联系客服: 客服:Damien

合并后的代码对公司治理
The Combined Code About Corporate Governance


公司治理是一个系统或公司指挥和控制的过程(吉百利,1992年第19)。

良好的公司治理应该有助于更好的公司业绩,帮助董事会排放关税符合股东的最佳利益,如果它被忽略,结果很可能是脆弱性或表现不佳。良好的治理应该促进高效、有效和创业管理能够提供长期股东价值。公司治理联合准则(“代码”)发布的财务报告委员会(FRC)来支持这些成果,促进对企业报告和治理的信心。

不是一个公司的规则集的代码。相反,它是从咨询和广泛指导良好的董事会实践蒸馏的组件。

多年来的经验。虽然预计公司将全部或实质上遵守其规定,可能在特定情况下认可,不服从如果可以通过其他手段良好合理治理。不顺从的一个条件是,它应该是向股东解释的原因,他们可能希望这“遵守或解释”的方法讨论的位置与公司和投票意向可能影响结果。

以来一直在使用的代码开始于1992年,它通过公司董事会和投资者在追求更好的公司治理提供的灵活性价值。

上市规则要求英国上市公司的主要市场theLondon Stock Exchange)在年报中来描述,账户的法人治理结构从两个观点,第一个dealinggenerally坚持代码的主要原则,而第二个专门处理与代码的任何不符合规定。描述在一起应该给股东代码作为一种良好的实践标准和一个清晰和全面的公司治理安排的照片。

Corporate governance is the system or process by which companies are directed and controlled(Cadbury,1992,p.2)

Good corporate governance should contribute to better company performance by helping a board discharge its duties in the best interests of shareholders; if it is ignored, the consequence may well be vulnerability or poor performance. Good governance should facilitate efficient, effective and entrepreneurial management that can deliver shareholder value over the longer term. The Combined Code on Corporate Governance (‘the Code’) is published by the Financial Reporting Council (FRC) to support these outcomes and promote confidence in corporate reporting and governance

The Code is not a firm set of rules. Rather, it is a guide to the components of good board practice distilled from consultation and widespread

experience over many years. While it is expected that companies will comply wholly or substantially with its provisions, it is recognised that noncompliance may be justified in particular circumstances if good governance can be achieved by other means. A condition of noncompliance is that the reasons for it should be explained to shareholders, who may wish to discuss the position with the company and whose voting intentions may be influenced as a result. This ‘comply or explain’ approach

has been in operation since the Code’s beginnings in 1992 and the flexibility it offers is valued by company boards and by investors in pursuing better corporate governance.

The Listing Rules require UK companies listed on the Main Market of theLondon Stock Exchange to describe in the annual report and accounts their corporate governance from two points of view, the first dealinggenerally with their adherence to the Code’s main principles, and the second dealing specifically with non-compliance with any of the Code’s provisions. The descriptions together should give shareholders a clear and comprehensive picture of a company’s governance arrangements in relation to the Code as a criterion of good practice

The reason for selecting this combined code on corporate governance as topic of research is that researcher is having a past experience of working with the organization and knows about the prows and corns of the business.

1.2 INITIAL REVIEW OF THE LITERATURE:——最初的文献之回顾

Corporate governance is an institutional arrangement by which suppliers of finance to corporations assure themselves of getting a proper return on their investment(shleifer and vishney ,1997,p.737).

Transparency and accountability are the most significant elements of good corporate governance.  This includes:

the timely provision by companies of good quality information;

a clear and credible company decision-making process;

shareholders giving proper consideration to the information provided and making  considered judgements.

The origins of the current Revised Combined Code stem from the report of the Committee on the Financial Aspects of Corporate Governance (the Cadbury Report,

1992) to which was attached a Code of Best Practice. This was further developed through a series of reworkings including those of the Greenbury Committee, which made recommendations on executive pay and a Code of Best Practice. It was then decided that previous governance recommendations should be reviewed and brought

together in a single code. The work was carried out under the chairmanship of Sir Ronald Hampel and culminated in the Final Report: Committee on Corporate Governance with its Combined Code on Corporate Governance in 1998.In 2002 Derek Higgs was asked to report on the role and effectiveness of non-executive directors. His report, published in January 2003, suggested amendments to the Combined Code. At the same time a committee under Sir Robert Smith reported on guidance for audit committees. The revised Combined Code which was issued in July 2003 by the Financial Reporting Council (FRC) took into account both reports. The 2003 Code has been updated at regular intervals since then, most recently in June 2008. The 2008 edition applies to accounting periods beginning on or after 29 June 2008.The FRC undertakes regular reviews of the impact and continues to work effectively.According to Christine mallin(2007),

Main principles of the Combined Code are:——合并后的代码的主要原则

Directors——董事

1 The board

Every company should be headed by an effective board which is collectievely responsble for the success of the company

2 Chairman and chief executive

There should be a clear divission of responsbilities at the head of the company between the running of the board and the executive responsbility for running of the companys business No one individual should comprise imaginative powers of decision.

3 Board balance and independence

The board should include a balance of executive and nonexecutive directors (and, in pariticular, independent nonexecutive directors) such that no individual or small group of individuals can dominate the boards decision taking

4 Appointments to the board

There should be a formal, rigarous and translucent procedure for the appointment of new directors to the board

5 Information and professional development

The board should be supplied in a timely manner with information in a form and of a quality apropriate to enable it to discharge its duteis. All directors should be given induction on joining the board and should regularly update and refresh their skills and knowledge.

6 Performance evaluation

The board should undertake a formal and thorough annual evaluation of its own performannce and that of its commitees and individual directors

7 Re-election

All directors should be submited for re-election at regular intervals, subject to continued satisfactory performance. The board should certify designed and progresive refreshing of the board

B Remuneration——报酬

1 The level and make-up of remmuneration Levels of remuneration should be sufficcient to attract, retain and motivate directors of the quality required to run the companys succesfully, but a company should avoid paying more than is neccessary for this purpose. A significant proportion of directors remmuneration should be structured so as to link rewards to corporate and individual performance

2 Procedure

There should be a formal and transparent procedure for developing policy on executive remmuneration and for fixing the remmuneration packages of individual directors. No directors should be involved in deciding his or her own remmuneration

C Accountability and audit——问责性及审计

1 Financial reporting(Andrew tylecote and francsca visintin,2008)

The board should present a balanced and understandable asessment of the companys

position and prospects

2 Internal control

The board should maintain a sound system of intarnal control to safeguard shareholders investment and the companys assets

3 Audit committee and auditors

The board should establish formal and translucent arrangements for considering how they should apply the financial reporting and internal control principals and for maintainning an appropriate relationship with the companys auditors(责任编辑:anne)



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