Professional Documents
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OUR
PRESENTATION
FIN-5206 CORPORATE GOVERNANCE & RESTRUCTURING
ON
CADBURY REPORT
Presenting to:
Shaikh masrick hasan
assistant professor,
Department of finance,
Jagannath university..
Presented By
Salman Rahman
On behalf of the Group,
MBA (6th batch),
Department of Finance,
Jagannath University.
GROUP LIST
NAME ID
Md. Anisuzzaman Sarker M150203081
Sarowar Alam M150203082
Salman Rahman M150203084
Md. Shaiful Islam M150203088
Khalil-ur-Rahman M1502030101
CADBURY REPORT 1992
Failure of 1980s and early 1990s.
Setup in May 1991.
By the financial Reporting council the London stock exchange and accountancy
profession.
The Cadbury Report: titled Financial Aspects of Corporate Governance, is a
report of a committee chaired by Adrian Cadbury that sets out recommendations
on the arrangement of company boards and accounting systems to lessen
corporate governance risks and failures.
The report was published in 1992. The report's recommendations have been
adopted in varying degree by the European Union, the United States, the World,
and others.
CONTENT OF THE REPORT
Reviewing the structure and responsibility of BOD & recommending code of best
practice.
Considering role of auditor & addressing various recommendations to the
accounting profession.
Dealing with the rights and responsibility of share holder.
THE CODE OF BEST PRACTICES HAS BEEN
DIVIDED INTO FOUR SECTIONS, THEY ARE
Board of Directors.
Non-Executive Directors.
Executive Directors.
Reporting and Controls.
BOARD OF DIRECTORS
Regular meetings and full control-The board should meet
regularly, retain full and effective control over the company and
monitor the executive management.
Clearly accepted division of responsibilities-There should be a
clearly accepted division of responsibilities at the head of company,
which will ensure a balance of power and authority, such that no
one individual has unfettered powers of decision.
Include non-executive directors-The board should include non-
executive directors of sufficient caliber and number for their view to
carry significant weight in the boards decisions.
BOARD OF DIRECTORS
Formal schedule of matters specifically reserved to it-The board should
have a formal schedule of matters specifically reserved to it for decisions to
ensure that the direction and control of the company is firmly in its hands.
Agreed procedure for directors to take independent professional advice-
There should be an agreed procedure for directors in the furtherance of their
duties to take independent professional advice if necessary, at the companys
expenses.
Access to the advice and services of the company secretary-
All directors should have access to the advice and services of the company
secretary, who is responsible to the board for ensuring that board procedures
are followed and that applicable rules and regulations are complied with.
Any question of the removal of the company secretary should be a matter for
the board as a whole.
NON-EXECUTIVE DIRECTORS
Independent judgement- Non-executive directors should bring an
independent judgement to bear on issues of strategy, performance,
resources, including key appointments, and standards of conduct.
Independent of management and free from business
relationship-
The majority should be independent of management and free
from any business or other relationship which could materially
interfere with the exercise of their independent judgement, apart
from their fees and shareholding.
Their fees should reflect the time which they commit to the
company.
NON-EXECUTIVE DIRECTORS
Specific term-
Non-executive directors should be appointed for specific term.
Reappointment should not be automatic.
Selection through formal process-Non-executive directors
should be selected through a formal process and both this process
and their appointment should be a matter for the board as a whole.
THE EXECUTIVE DIRECTORS