Broad role and specific

responsibilities
Parties involve in corporate governance
❑ Shareholders
❑ Board of Directors
❑ Non-Executive or Independent Directors
❑ Management
❑ Audit Committees of the BOD
❑ Regulators
+ Board of Accountancy
+ Securities and Exchange Commission
❑ External Auditors
❑ Internal Auditors

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Shareholders

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Broad Role
✔Election of board members
✔Approval of major initiatives
✔Annual reports on management compensation

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Board of Directors

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Broad Role
✔Major representative of stockholders

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Specific Responsibilities
❑ Overall Operations
❑ Performance
❑ Compliance/Legal Conformance

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Overall operations
✔ Vision, Mission, Values and Ethical Standard
✔ Delegate authority to management
✔ Leadership
✔ Business relationship with CEO
✔ Employment of the management team
✔ Recommends auditors and new directors to shareholders
✔ Effective communication
✔ Crisis management
✔ Appointment of the CFO and corporate secretary

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Performance
✔ Ensures long term viability and enhance the financial position
✔ Formulates and oversees corporate strategy
✔ Approves plan, budget and corporate policies
✔ Agreeing Key Performance Indicators (KPIs)
✔ Monitors and Assess
✔ Oversees risk management framework and monitors business risks
✔ Monitors Developments
✔ Oversights the organization
✔ Approves and Monitors progress

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Compliance/Legal conformance
✔ Understands and protects organizations financial
position
✔ Requiring and monitoring legal and regulatory
compliance
✔ Approves annual financial reports
✔ Ensures effective system of internal controls exists

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Non-executive or
Independent Directors

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Specific Activities
✔ To understand the organization
✔ To apply expertise and skills in the organization
✔ To assist management
✔ To understand his/her role
✔ To respect the collective, cabinet nature of the board’s decision
✔ To prepare for and attend board meetings
✔ To seek information on a timely basis
✔ To ask appropriate questions relative to operations

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Management

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Broad Role
✔Operations and Accountability
✔Manage the organization effectively

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Specific Activities
✔ Recommends and translates strategic plan
✔ Manages the company
✔ Assumes day to day responsibility
✔ Develops, implements and manages organizational risk
✔ Develops, implements and updates policies and procedures
✔ Be alert to relevant trends in the industry
✔ Provides information to the board
✔ Act as conduit between the board and the organization
✔ Develops financial and other reports

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Audit Committees
of the BOD

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Broad Role
✔Internal and external audit function
✔Annual Financial Statements

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Specific Activities
✔ Selects external audit firm
✔ Approves non-audit work
✔ Selects or/and approves appointment of the Chief Audit
Executive
✔ Reviews and approves the scope and budget of the internal audit
function
✔ Discusses audit findings with internal and external auditor

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Regulators

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Board of Accountancy
Securities and Exchange Commission

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 Board of Accountancy
Securities and Exchange Commission

BROAD ROLE
✔ Set accounting and auditing standards

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 Board of Accountancy
Securities and Exchange Commission

SPECIFIC ACTIVITIES
✔ Conducts CPA Licensure Board Examinations
✔ Approves accounting principles
✔ Approves auditing standards
✔ Interprets previously issued standards
✔ Educates members on audit and accounting requirements

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 Board of Accountancy
Securities and Exchange Commission

BROAD ROLE
+ Ensure the accuracy, timeliness and fairness of public reporting

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 Board of Accountancy
Securities and Exchange Commission

SPECIFIC ACTIVITIES
+ Reviews filing with the SEC
+ Interacts with the Financial Reporting Standards Council
+ Specifies independence standards
+ Identifies corporate frauds

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External Auditors

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Broad Role
✔Performs audits of company financial statements

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Specific Activities
✔ Audit of public company financial statements
✔ Audits of nonpublic company financial statements
✔ Other services

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Internal Auditors

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Broad Role
✔Performs audits of companies for compliance

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Specific Activities
✔ Reports results and analyses to management and audit
committees
✔ Evaluates internal controls

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Thank you for
listening!

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