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ADM1301 (111)
Tim Ragan (11)


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Tim Ragan

Chapter12 Ethics and ResponsibilitiesGoverning System the process structures and relationships through which decisions are madeCorporate Governance The processes structures and relationships through which the shareholders as represented by a board of directors oversees the activities of the business enterpriseThe Organisation for Economic Cooperation and Development OECD Share holder rights y Secure ownership registration y Able to transfer ownership y Access to relevant cooperation information in a timely manner y Voting rights and participation at shareholder meetings y Electionremoval of board members y Share of profits y Knowledge of major decisions ad transactions y Discloser of dual class sales y Rulesregulations ensure sufficient and transparent functioning of the capital markets for the corporations security y Capability to exercise ownership rightsability to consult other shareholders relating to their rightsBoard of Directors a group of individuals elected by shareholders to govern or oversee the corporations affairsFiduciary Duties Obligations owned by directors to shareholders that are prescribed by laws or regulationsBoard Membership y Must be independent or unrelated director y Cannot have bias y Slowly intergrading women and minorities y see pg250 for definition Independent directorBoard Structure y Usually 1015 members y Common committees include o Audit o HR o Governance o Finance o Pension
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