New PDF release: Corporate Governance Manual, Second Edition

By International Finance Corporation

ISBN-10: 9299002983

ISBN-13: 9789299002988

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Extra resources for Corporate Governance Manual, Second Edition

Example text

The Minutes of Board of Directors Meetings and Director Liability 8. Protection from Liability for Directors An Introduction To Corporate Governance XXXI XXXII D. THE WORKING PROCEDURES OF THE EXECUTIVE BODIES 1. The Chairman of the Executive Board 2. Executive Board Meetings 3. The Right to Call an Executive Board Meeting 4. Meeting Notification 5. The Quorum of Executive Board Meetings 6. Voting During Executive Board Meetings 7. The Minutes of Executive Board Meetings 188 188 188 189 189 190 190 191 E.

Institutional) and directors (executive vs. non-executive, outside vs. inside, independent vs. dependent). Each of these contrasting interests needs to be carefully observed and balanced. • All parties are involved in the direction and control of the company: The GMS, representing shareholders, takes fundamental decisions, for example the distribution of profits and losses. The Board of Directors is generally responsible for guidance and oversight, setting company strategy and controlling managers.

For example, managers, directors and shareholders are all likely to make more informed, quicker and better decisions when the company’s governance structure allows them to clearly understand their respective roles and responsibilities, as well as when communication processes are regulated in an effective manner. This, in turn, should significantly enhance the efficiency of the financial and business operations of the company at all levels. High quality corporate governance streamlines all the company’s business processes, and this leads to better operating performance and lower capital expenditures,21 which, in turn, may contribute to the growth 21 P  aul A.

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Corporate Governance Manual, Second Edition by International Finance Corporation


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