2012年ACCA《P1专业会计师》备考复习指导14

2012年ACCA《P1专业会计师》备考复习指导14


Corporate governance: reporting and disclosure
Communication with shareholders
　　<1> General principles
a. The board has the responsibility to ensure a satisfactory dialogue with shareholders based on the mutual understanding of objectives
b. The board should communicate with investors and to encourage their participation
c. The chairman should discuss governance and strategy with major shareholders and ensure their views be communicated to the board
d. Non-executive directors should be offered the opportunity to attend meetings with major shareholders.
e. The senior independent director should attend sufficient meetings with a range of major shareholders to listen to their views in order to help develop a balanced understanding of the issues and concerns of major shareholders
　　<2> AGM (Annual General Meeting)
　　a. It must be held once every year
　　b. Various corporate actions may be presented and voted upon by shareholders or their proxies. These might include：
　　(a) Accepting the directors’ report and statement of accounts for the year
　　(b) Reappointment of directors and auditors
　　(c) Approval of directors’ and auditors’ remuneration
　　(d) Approval of final dividends
　　c. Recommendation of AGM (UK Hampel Report)
　　(a) Notice of AGM should be sent at least 20 working days before
　　(b) Business presentation and Q&A session at AGM
　　(c) Chair of key sub-committee be available to answer questions
　　(d) Shareholders vote separately
　　(e) Propose a resolution at the AGM relating to the report and accounts
　　(f) Emphasis the importance of institutional shareholders attending AGM
　　<3> EGM (Extraordinary General Meeting)
　　a. EGMs are usually called where an issue arises which requires the input of the entire membership and is too serious or urgent to wait until the next AGM.
　　b. These are irregularly held meetings arranged to approve special events such as acquisitions, takeovers issues, etc.
　　c. All general meetings, other than the AGM, are called EGMs.
　　<4> Proxy votes
　　a. Definition:
　　(a) A proxy is a person appointed by a shareholder to vote on behalf of that shareholder at company meetings
　　(b) Under most regimes, a member of a company who is entitled to attend and vote at a meeting of the company, has a statutory right to appoint an agent, called a proxy, to attend and vote for him.
　　b. Combined codes (2006)
　　(a) Shareholders could have the option to direct their proxy to vote either for or against the resolution or to withhold their vote
　　(b) The company should ensure that all valid proxy appointments received for general meetings are properly recorded and counted
　　(c) After a vote has been taken, company should ensure that the following information is given at the meeting and made available in the company’s website
　　(d) The number of shares in respect of which proxy appointments have been validly made
　　(e) The number of votes for or against the resolution or withheld by shareholders
Disclosure with shareholders
　　<1> General principles
a. Annual reports should convey a true and fair view of the organization. They should state whether the organization has complied with governance laws and regulations, and followed best practice to give specific disclosures about the board, internal control reviews, going concern status and relations with stakeholders.
b. Ensure that timely as accurate disclosure is made on all material matters regarding the corporation, including the financial situation, performance, ownership, and governance of the company.

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