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York University
Administrative Studies
ADMS 3015
Marlene Bernholtz

How to read Eyes Finger Lips How to brief Study space Time of day Caffeine Distractions/focus Grammar, syntax, puntuation, spelling Strategy during exams 2/3, 1/2 In/out Comfort Information/basel Posture Not chapters 1 to 5 20 minutes of reading time It will say 15 4169046676 professor leblanc Test is out of 70 marks 12 choose 7 Comprising 85% of your final grade There is now a 4691 and 4692 91 is law, and 92 is nfo and governmental Compensation and ERP. Sabatical-university will pay the professor to do nothing for a year. Choose no more than 7 There are four pages in total Please id on the front page what you are answering Bring a dictionary 20 minutes to make an outline The boards role in strategy chapter 6 And value creation for share holders. Strategy and its importance Business model Kpi Plan to compensation Directors than understand the. Company Putting strategy on the agenda Shareholder spring want value maximization Less compliance, and more strategy Indent bBcokards and risk governance Internal audit, erp, control, assurance, insurance, who is accountable and to whom, oversight functions, Audit, internal control, risk reporting, risk appetite, risk function, realtime risk reporting, linking risk to strategic investment Boards and non financial risk and performance Upside and downside Opportunity and risk Strategy and risk One and two. Combined, but non financial How should non financial issues be handeld both the risk side and compensation side. Talking about risk and compensation Reputation Human resources Customer satisfaction Leading indicators Employee engagement Leading indicators Operational safety Health Environmental Information technology risk Social media risk Governance of executive compensation Draft a memo, i am on the board of a nfp, draft a memo on best practices on executive compensation hr, succession planning, compensation Use ratios, internal pay equity Audit committee You are on the audit comite, and you are overseeing assets in a corrupt country Language Documents Component auditor in china is responsible for the external auditor Audit comitee sits down with component auditor and see if they are competent Audit comitee retains translator Documents from china coming to bay and king Remote control plane that can be seen in toronto Udit comite with international experience in that jurisdiction Emerging Markets Ontario Securities Commission .gov.on.ca Osc.gov.on.ca Research this The regulators now cooperate with each other, even in different countries. So now if you are canadian parent with sub in foreign company, canada responsible and if visa versa the canadian board is responsible Governance of internal audit Independe Xpterice Work plan Mandate Eporting Nd compensation Basel internal audit basel Google this Shareholder accountability Proxy access Shareholders being able to nominate up to 25% of the board if you own 3% of the company for three years. Company pays for expenses This was under dodd frank. Shareholder"s", independent shareholders can now get together. Say on pay Majority voting Hhareholder communication Annual general meeting Restriction on market for corporate control Part of proxy access is that the company will pay. Agrium says that Say on pay Shareholders every year every yers or three years have an advisory on Compensation on top 5 directores And bod. 98% of say on pay has pass. Majority voting You vote, or you withold You can vote for a director, or withhold As long as a director gets one withhold vote, they are on the board. There is no negative vote As long as you get ONE yes vote, and 99 withhold, that director gets on the board. Majority voting says, you must get 51% YES. This is now advocated by shareholders If you get onto the board, you should have more Shareholder communication Direct communication with board and shareholders This has to increase in canada Once yearly, or 6 months Not management but drecctors Restrictions on market of corporate control Staggard board 1/3 gets one years, 2/3 one years, 3/3 one years Poinson pill Re These are all steps management takes to prevent voting When you have entrenchment, you can protection of a weak pbard Hightened voting threshold 75% of shareholders must vote on significant things Boards sometimes say shareholders cannot communicate with each other Management says you cant do that, you have to come to the annual meeting. Why do these things occur, and are they a good thing? For example, RONA Want to keep americans out because RONA has canadian jobs Or VIA Rail Crown corp There could be a policy that are non commercial to keep goods where they are not profitable Rail, hospitals, etc. When they say privatize, there is concern Healthcare There are reasons why market forces should not be left to the market. This is why there is restrictions on markets. Education If it were completely free, it would cost more Tax payers want health and education Institutional shareholders Teacher and firemen pension You take all thheir money, and when they retire, you give it back to them. Activist, smart, clever, active Boards are more worried about them They target underperforming companies Institutional investors Passive in nature Activist take large positions in less companies Institutaion take small positions in more companies Whether they devote shareholders resoruces Are they too passive Should passifist should be more less passive Lets talk about why hes underperforming If you believe there is a problem, why is do you believe that, why should we support you to get more directors Why do you want to have those ppl on board What is it about the background. Skills knowledge experience of directors if you believe there is a problem, get ready to make the case. Therefore, why is ceo bad, and how do directors help Incumbent management Whistle blowing Always stick to the facts Walk the reader to it. Present the facts, and not your opinino,, and the reader will make their own opininon An aligation of RCMP Ceo is pressuring cfo to sign financials What procedures should have been on this company What are best practices for whistle blowwing Communicated to employee Educated Code of conduct Annonymity Proper tone at the top SEC can now go to the company if whistle blower goes to No retaliation SEC. SEC will give reward to the whistle blower. Annonymous Onitored Outside Proper inveestigation Rewarding whistle blower The outside lawyer is responsible to the audit committee.. No one in management or director should pickup the fone, it should be the outside lawyers. The person who pays the lawyer calls his lawyer, and that lawyer calls audit comittee whisltle line 1800 line. This is because a lawyer working for you, is working for you, no the audit comitee, who are responsible to the audit comittee Consistency Outside accountable to audit comite Worst thing you can do to anyone is retaliate. If you crunch the person with bad news, you set a precedent. This is toxic They will not come forward. Now there is fraud Everyone is afraid to talk Ppl know fraud is happening and they are afraid So go to regulator, and they will do the audit Once you go the regulator, it becomes crazy costly. A culture of integrity Based on what you say, and what you do.
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