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问题		答案
Remuneration committee role 3 开始学习		To have an appropriate reward policy, \| that attracts and motivates directors, \| to achieve the long-term interest of shareholders.
NEDs remuneration characteristic: 3 开始学习		Consist of a basic salary and sometimes share awards \| equity-based remuneration should be fully vested on the grant date, but still subject to applicable holding periods \| performance measures remuneration not generally supported
Remuneration - Company strategy dependence 3 开始学习		Amount depends on company resources. \| Remuneration levels in comparable companies. \| Conditions throughout the company. 1) e.g. cash for bonuses
Remuneration level is determined by: 2+2 开始学习		Job description. \| Significant proportion based on performance related elements. \| Not too small – could lead to lack of motivation and underachievement \| Not to easily earned to ensure that directors to improve performance to attract and possibly motivate if increase with performance
Institutional shareholder intervention due to strategy - examples of concerns: 3 开始学习		products sold. \| markets serviced. \| expansion developing.
Institutional shareholder intervention due to Internal controls examples 3 开始学习		failure in health and safety. \| quality control. \| budgetary control.
Institutional shareholder intervention due to Operational performance 开始学习		in terms of divisions within the corporate structure that have persistently under-performed.
Institutional shareholder intervention due to Remuneration policy might relate to...? 2 开始学习		to a failure of the remuneration committee. \| to self-serving executive rewards. self-serving - wyrachowany
Institutional shareholder intervention due to Acquisitions and disposal 开始学习		When executive decisions that have been inadequately challenged by NEDs.
Institutional shareholder intervention due to Succession planning 2 开始学习		A failure to adequately balance board composition. \| Or recommendation of replacement executives without adequate quality of the candidate.
Institutional shareholder intervention due to Social responsibility example: 1 开始学习		A failure to adequately protect to instances of environmental contamination.
Sustainable development 2 开始学习		development that meets the needs of the present, \| without compromising the ability of future generations.
Sustainability is an attempt to provide the...? 3 开始学习		_the best outcomes \| for the human and natural environments \| both now and into the indefinite future.
Environmental footprint – an attempt to evaluate the size of a company’s impact on the environment in 3 respects: 3 开始学习		Consumption of resources. \| Pollution emissions impact on environment. \| Measurement of both in terms of harm to the environment.
Social footprint – evaluates sustainability in three areas: 3 开始学习		Human capital. \| Social capital. \| Constructed capital
Social footprint - Human capital 3 开始学习		Peoples health, \| Skills, \| Motivation. to take effective action.
Social footprint - Social capital basics: 3 开始学习		Networks of people.\| The mutually-held knowledge and skills... \| _they have in order to take effective action.
Social footprint - Constructed capital examples: 4 开始学习		tools \| technologies \| roads \| infrastructures. _that people produce and use in order to take effective action.
Environmental reporting - generic meaning 开始学习		The disclosure of information on environment related issues and performance by an entity.
Environmental reporting typically contains details of environmental performance in areas such as: 2 开始学习		Measures of emissions. \| Consumption of resources. Like pollution, waste and greenhouse gases. \| Such as energy, water and non-renewable mineral deposits.
Drawback of social and environmental reporting 2 开始学习		Additional cost of reporting systems \| ambiguity of measures used
Integrated reporting demonstrates the linkages between...? 2 开始学习		_between an organisation’s governance \| and the social and environmental context within which it operates.
Integrated reporting can help business to take...? 2 开始学习		To take more sustainable decisions. \| To enable investors and other stakeholders to understand how an organisation is really performing.
Integrated reporting should be a single report which is not...? 开始学习		IR is not mandatory in most jurisdictions. An integrated report could contain FS information, in which case the IR would fulfil statutory requirements whilst containing lots of other stuff that might be reasonable and useful... or which might be a waste of paper.
Central to Integrated Reporting is the challenge facing organisations to create and...? 开始学习		_sustain value in the short, medium and longer term.
An integrated report is a concise communication about...? 3 开始学习		_about how an organisation’s governance, \| in the context of its external environment, \| lead to the creation of value.
Social capital examples: 3 开始学习		Institutions such as families \| communities \| businesses.
Natural capital 2 开始学习		Natural resources. \| Also the capacity of the world’s carbon sinks — (forests and oceans) — to absorb the waste generated by economic activity. 1. E.g. iron ore, water, oil
Manufactured capital 开始学习		Material goods or fixed assets which contribute to the production process rather than being the output itself – e.g. tools, machines and buildings.
Intellectual capital 4 BRRE 开始学习		Brands. \| R&D. \| Reputation. \| External relationships. Proprietary information, also known as a trade secret, is information a company wishes to keep confidential. It may can include secret formulas, processes. It can also include a company's business and marketing plans, salary structure or customer lists.
IR - Annual and intercompany comparability 开始学习		The information in the integrated report should be presented on a basis that is consistent over time and in the way that it enables comparison with other organisations.
IR – Orientation to future and strategy. Highlighting...? 开始学习		Highlighting significant risks and opportunities flowing from the organisation’s market position and business model.
IR – Stakeholder relationship 1 开始学习		It should provide insight into quality of the organisation’s relationships with its key stakeholders.
IR – Materiality 1 开始学习		Identifying matters with ability to affect value creation.
IR - Conciseness (Shortness) 3 开始学习		Should give sufficient context, \| to understand the organisation’s strategy and prospects \| without being burdened by less relevant information.
Reliability and completeness. IR should include all material matters, both...? 开始学习		_both positive and negative, in a balanced way.
AIDA model The AIDA Model identifies cognitive stages an individual goes through during the buying process for a product or service. It's a purchasing funnel where buyers go to and fro at each stage, to support them in making the final purchase. 开始学习		Awareness \| Interest \| Desire \| Action
Integrated reporting - value creation process 3 开始学习		Value is created through a business model, \| which takes inputs from the capitals and transforms them into outputs. \| Over time it creates (or destroys) value for its stakeholders.
Who should implement a sound system of internal controls? 开始学习		Directors
Who is ultimately responsible for internal control system? 开始学习		CEO
Who advise on establishing and monitoring internal controls? 开始学习		External auditors
Who need to establish specific internal control for each business unit? 开始学习		Heads of business units
Who need to evaluate the effectiveness of internal controls and recommend improvements? 开始学习		Internal auditors
Who need to set corporate governance policy in respect of internal control procedures? 开始学习		Board of directors
What stakeholders are involved in risk management and internal control? 开始学习		CEO \| Board of directors \| Risk committee \| Executive management \| Internal auditors \| Unit heads \| All employees \| External auditors
The aim of Controls 开始学习		Attempt to ensure that risks are minimised
Internal control system definition: 3 开始学习		Network of systems established in an organisation to provide reasonable assurance \| that organisational objectives will be achieved Network of systems \| to provide reasonable assurance \| organisational objectives.
Internal management control 开始学习		Procedures and policies in place to ensure that company objectives are achieved.
Internal control system objectives: 3 开始学习		Safeguarding assets. \| Prevention and detection of fraud and errors. \| Accuracy and completeness of accounting records.
Internal control system benefits: 3 开始学习		Effectiveness of operations. \| Reliability of financial reporting \| Compliance with law
Sound internal control system characteristics: 3 开始学习		Embedded within operations. \| Able to respond to changing risks. \| Procedures for reporting control weaknesses.
Environment of controls Internal control systems by COSO 开始学习		‘Tone at the top’ or the ethics and culture of the organisation. Set by management philosophy and style.
Risk assessment procedure. 3 \| Internal control systems by COSO 开始学习		Set objectives of organisation. \| Then for each objective, identify and assess the risk affecting that objective. \| Distinguish between controllable and uncontrollable risks.
Activities of control Internal control systems by COSO 开始学习		Policies and procedures ensuring instructions of management are carried out.
Information and communication 2 \| Internal control systems by COSO 开始学习		Communicate correct information to correct people. \| Need internal and external information systems.
Monitoring is a ....... Normally doing by ...? 2 \| Internal control systems by COSO 开始学习		Control of controls \| normally by internal audit function.
Strategic level management responsibilities for internal control and risk. 3 开始学习		Monitoring organisation as a whole. \| Reviewing IC systems. \| Assess the risk outcomes of different decisions.
Tactical level management responsibilities for internal control and risk 3 开始学习		Implement strategic decisions. \| Inform strategic managers of control weaknesses. \| Advise them on risks identified.
Operational level management responsibilities for internal control and risk. 3 开始学习		Identify risks at operational level. \| Report weaknesses to tactical managers. \| Controlling day-to-day operations.
Time period Information characteristic for STRATEGIC level 开始学习		Forecast
Timeliness Information characteristic for STRATEGIC level 开始学习		Delayed
Objectivity Information characteristic for STRATEGIC level 开始学习		Subjective
Quantifiability Information characteristic for STRATEGIC level 开始学习		Qualititative
Accuracy Information characteristic for STRATEGIC level 开始学习		Approximate
Certainty Information characteristic for STRATEGIC level 开始学习		Uncertain
Completeness Information characteristic for STRATEGIC level 开始学习		Partial
Breadth Information characteristic for STRATEGIC level 开始学习		Broad
Detail Information characteristic for STRATEGIC level 开始学习		Little detail
Time period Information characteristic for Operational level 开始学习		Historical
Timeliness Information characteristic for OPERATIONAL level 开始学习		Immediately available
Objectivity Information characteristic for OPERATIONAL level 开始学习		Objective
Quantifiability Information characteristic for OPERATIONAL level 开始学习		Quantitative
Accuracy Information characteristic for OPERATIONAL level 开始学习		Accurate
Certainty Information characteristic for OPERATIONAL level 开始学习		Certain
Completeness Information characteristic for OPERATIONAL level 开始学习		Complete
Breadth Information characteristic for OPERATIONAL level 开始学习		Specific
Detail payments Information characteristic for OPERATIONAL level 开始学习		Highly detailed
Risk management strategy needs to be develop for frauds. This strategy should include three key elements: 3 开始学习		Fraud prevention \| Fraud detection \| Fraud response fraud detection - e.g. performing regular checks, stocktaking or cash counts.
Fraud prevention examples: CAWS 开始学习		An anti-fraud culture \| Risk awareness \| Whistleblowing \| Sound IC systems
Organisations response to fraud: 3 开始学习		Internal action, in accordance with personnel policies \| Civil litigation for the recovery of loss \| Criminal prosecution through the police
Factors affecting the need for internal audit: 3 开始学习		Scale and complexity of company activities \| Increase in unacceptable events. \| Changes in key risks.
It is now common for companies to use a combination of push and...? 开始学习		and pull systems.
Disclosure – general principles 3 开始学习		AGM is the opportunity to communicate with shareholders. \| Annual report only legally-required information to shareholders and other stakeholders. \| Mechanism which gives the transparency to the governance. AGM is the most important, perhaps only opportunity for the directors to communicate with shareholders.
Organisational risks example: 开始学习		the organisation is too moribund and too slow to respond to developments in the market. moribund - chylący się ku upadkowi
Inadequate system risk example: 开始学习		management information inaccurate and out-of-date.
Fraud risks example: 开始学习		theft of cash or inventory.
Probity risk example: 开始学习		an employee acts unethically and the company’s reputation is damaged.
Reputational risk example: 开始学习		products get a name for being unreliable so the company’s reputation is damaged.
Synergy risk example: 开始学习		Mergers and acquisitions.
Conflict of interest definition: 2 开始学习		Situation in which an individual has compromised independence because of another countervailing interest which may or may not be declared. compromised independence \| countervailing interest (wyrównawczy) Shareholders have the right to expect each NED to act wholly in the shareholder's interest. Any other factors that might challenge this sole fiduciary duty are likely to give rise to a conflict of interest. Risk that NED take own personal benefits first.
Discuss the ways in which CSR and the ethical stance might differ between non-profit and a commercial business. 3 开始学习		Strategic purpose. \| Measures of success. \| Directors and staff attitude to financial benefits.
Four roles of nomination committee: 4 开始学习		Policy determination. \| Each directors is rewarded for individual contribution. \| Annual disclosures to shareholders with remuneration breakdown for each individual with explanation. \| Law and voluntary code compliance ensuring.
Eco-Management and Audit Scheme (EMAS) is a management instrument to? 3 开始学习		Evaluate, \| Report, \| and Improve organizations environmental performance.
What is the main use of EMAS? Eco-Management and Audit Scheme 开始学习		Use the EMAS registration to demonstrate to customer, suppliers and investors your commitment to environmental care and improvement. commitment to environmental care
ISO for international standards on environmental management: 开始学习		ISO 14000
ISO 14000 main use: 3 开始学习		Guidance on the development of environmental management systems. \| Guidance on environmental auditing. \| Coverage of life-cycle issues.
Triple bottom line accounting elements. 3 开始学习		Profit, Planet, People. 3P Profit: nothing new here as this is the traditional reporting of financial performance.
Planet: Triple bottom line accounting (3Ps) 开始学习		It deals with environmental and sustainability issues, sometimes known as the organisation’s environmental footprint.
People 2 \| Triple bottom line accounting (3Ps) 开始学习		Metrics can include reporting on the ethnic and gender composition. \| Comparisons of the wages between different groups. It deals with social issues.
Business case shows: 2 开始学习		How profits can be increased (in a profit-seeking organisation). \| How service levels could be improved in a not-for-profit organisation.
The business case techniques examples: 3 开始学习		Cost-benefit analysis. \| NPV. \| Decision tree.
The project benefits really begin to be more easily dealt with once they change from...? 开始学习		_from measurable to quantifiable. Because predictions are needed for DCF calculations.
Project drift 2 开始学习		The objectives and deliverables of the project are never really well defined \| or keep changing.
The project sponsor can be regarded as a person to whom... 2 开始学习		to whom the project belongs \| and very often is a person or department which is providing the funding. The person or department who wants the project to be undertaken.
The project manager responsibilities? 3 开始学习		_day-to-day responsibilities \| for looking after the progress of the project \| and in particular he will be looking after a project team.
The project manager useful abilities: 3 开始学习		Technical ability. \| Negotiation ability. \| Reporting on progress and difficulties.
Post-implementation review characteristics. 开始学习		This is about what the project achieved. If the project has delivered anything of sufficient value.
Difference in make-up of AC and RmC against Nomination Committee and Risk Management Committee?. 开始学习		Nomination committee and Remuneration Management Committee should comprise majority of NEDs. In contrast to AC and RmC only Neds.
Risk Management Committee report to...? 开始学习		the Board. RC B
Risk manager report to...? 开始学习		Risk Management Committee. Chief internal auditor (CIA) report to the Audit committee.
Operational risks are managed at ...... level. 开始学习		At risk management level (not necessarily board level).
Improvement sharing clause. 开始学习		In the licensing contract it will ensure that patented technology will be improved and perfected with several manufacturers.
Voluntary disclosures are the way of... 开始学习		of redressing the information asymmetry that exist between management and investors.
Voluntary disclosures benefits: 3 开始学习		Fuller picture of the company. \| Annual report more forward looking (predictive). \| Enable the company to address specific shareholder concerns as they arise (such as responding to negative publicity).
Nomination committee report to...? 开始学习		The Board. NC B

SBL 3

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