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Appendix 1. CG Disclosure Scorecard (Standard & Poor's)

Appendix 1. CG Disclosure Scorecard (Standard & Poor's)

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21

"Does the company provide ongoing training on new laws, regulations and

changing commercial risks?"
22

Is the complete list of board members disclosed?

23

"If answer to #22 is yes, is detailed information on each director disclosed?"

24

"If answer to #22 is yes, does it include details of previous employment?"

25

"If answer to #22 is yes, are educational qualifications of directors

discolsed?"
26

"If answer to #22 is yes, are other directorships of directors discolsed?"

27

Is each director is classed as independent or not by name?

28

Has the board reviewed the size of the board?

29

Has disclosure been made of the factors and criteria in determining the size

of the board?
30

Are the chairman and CEO positions held by same (S)/relatedR / unrelated

(U) persons?
31

Are the chairman's responsibilities with respect to board proceedings

disclosed?
32

"If answer to #28 is yes, do they include matters such as scheduling board

meetings, preparation of agenda for board meetings, control over information flows
between management and the board, and compliance with company's guidelines on
corporate governance?"
33

Are all directors required to seek nomination and re-election at regular

intervals?
34

Are directors' service contracts for periods not more than 3 years?

35

Does the board have separate and independent access to company's senior

management?
36

Is the board provided with supporting background and explanatory

information for matters brought before the board?
37

Does the board receive explanation of variances between projections

(budgets) and results?

50

38

Does the board have separate and independent access to the company

secretery?
39

Is the role of the company secretary defined?

40

"If answer to #36 is yes, does it include responsibility for ensuring that board

procedures are followed and compliance of applicabe rules and regulations?"
41

Does the company secretary attend all board meetings?

42

Does the company have an agreed procedure for directors to take

independent professional advice?
43

Does the management provide the board with monthly management

accounts?
Nominating matters
44

Does the company have a nominating committee?

45

Is the list of members of the nominating committee disclosed?

46

Is the majority of nominating committee independent?

47

Are all members of the nominating committee independent?

48

Is the chairman of the nominating committee independent?

49

Does the nominating committee make reconmmendations on all board

appointments?
50

Are the nominating committee's terms of reference in writing?

51

"If answer to #50 is yes, do these describe responsibilities of the nominating

committee's members?"
52

"Does the nominating review, at least annually, whether or not a director is

independent?"
53

"Does the nominating committee review adequacy of time spent by directors,

who have multiple directorships, on affairs of each company?"
54

Is disclosure made of directors' particulars where their names are submitted

for election/re-election?
55

Is disclosure made of dindividual member's attendance at the nomination

committee (NC) meetings?

51

56

Is the frequency of NC meetings disclosed?

57

Did the NC meet more than 2 times in the year?

58

Did the NC meet more than 4 times in the year?

59

Was the attendance at NC meetings more than 60%?

60

Was the attendance at NC meetings more than 80%?

61

Was the attendance at NC meetings 100%?

62

Is the appraisal of board performance conducted?

63

Has the nominating committee established criteria for evaluation of

performance of the board?
64

"Is disclosure made of the process of board evaluation? (e.g., conducted by

external party, conducted by NC, by shareholders etc.)"
65

"Is criteria for evaluating board performance disclosed? (e.g., company's

share price performance over past years; return on assets; return on equity; return on
investment; economic value added; profitability on capital employed)"
66

Is individual performance of board members evaluated?

67

"If the anser to #66 is yes, is criteria for individual director performance

evaluation disclosed?"
68

"Is disclosure made of the process of director evaluation? (e.g., conducted by

external party, conducted by NC, by shareholders etc.)"
Remuneration matters
69

Does the company have a remuneration committee?

70

Is the list of remuneration committee members disclosed?

71

Is the majority of RC independent?

72

Are all members of the RC independent?

73

Is the remuneration committee chaired by an independent non-executive

director?
74

Is disclosure made of individual members' attendance at the remuneration

committee meetings?
75

Is the frequency of RC meetings disclosed?

52

76

Did the RC meet more than 2 times in the year?

77

Did the RC meet more than 4 times in the year?

78

Was the attendence at the RC meetings more than 60%?

79

Was the attendence at the RC meetings more than 80%?

80

Was the attendence at the RC meetings 100%?

81

Is at least one remuneration committee member knowledgeable about

executive compensation?
82

Does the remuneration committee recommend to the board a framework of

remuneration for the board and key executives?
83

Does the remuneration committee determine specific remuneration packages

for executive directors and the CEO?
84

Are

the remuneration committee's recommendations submitted for

endorsement by the entire board?
85

"Does the remuneration committee's review include all aspects of

remuneration (such as salaries, fees, allowances, bonuses and options)?"
86

"Is disclosure made of the remuneration committee's processes (e.g., external

compensation specialists hired) to ascertain industry practices and salary levels for
pay and employment conditions?"
87

"Is executive director compensation linked to industry, company and/or

individual performance?"
88

Is the percentage of performance-related elements of executive directors'

remuneration above 50%?
89

"Is compensation of non-executive directors linked to their level of

contribution and responsiblities, and time spent and effort?"
90

Were industry experts consulted on the remuneration of non-executive

directors?
91

Has the board recommended all components of non-executive director

compensation for approval at the annual general meeting?
92

Do service contracts for directors contain onerous removal clauses?

53

93

Did the remuneration committee consider

the appropriateness

of

compensation commitments for early termination of directors?
94

Are directors prenvented from deciding on their own remuneration?

95

"Does director remuneration include long-term incentives?(E.g., bonuses

payable after 12 months and/or share option with a vesting period > 12 months)"
96

Is disclosure made to shareholders of remuneration of executive directors?

97

Is disclosure made to shareholders of remuneration of non-executive

directors?
98

Is disclosure made to shareholders of remuneration of top 5 executives who

are not directors?
99

"is disclosure made of components of remuneration analyzed by salaries,

variable bonuses, options and long-term incentives?"
100

Is full disclosure made of remuneration of each director by name?

101

Is disclosure made of remuneration to an employee who is an immediate

family member of a director or the CEO? Is there are no such an employees is this
disclosed?
102

"Is the company has any shares/options for employees/directors, are the

details of these disclosed (shares issued to employees or options granted)? If it does
not have such schemes, is this fact disclosed?"
Audit matters
103

Is the list of audit committee members disclosed?

104

Is the majority of audit committee independent?

105

Is the entire audit committee independent?

106

Is the chairman of the audit committee independent?

107

Is the disclosure made of the basis selection of audit committee mebers?

108

Do at least 2 memebers of the audit committee have accounting experience

or related finanacial management expertise or experience?(This could either be an
accounting or financial qualification or previous work experience in financial or
investiment positions.)

54

109

Is disclosure made of individual audit committee members attendance at

audit committee meetings?
110

Is the frequency of audit committee disclosed?

111

Did the audit committee meet more than 2 times in the year?

112

Did the audit committee meet more than 4 times in the year?

113

Did the audit committee meet more than 6 times in the year?

114

Did the audit committee meet more than 8 times in the year?

115

Was the attendance at audit committee meetings more than 60%?

116

Was the attendance at audit committee meetings more than 80%?

117

Was the attendance at audit committee meetings 100%?

118

Does the audit committee have its terms of reference in writing?

119

Does the audit committee have authority to investigate any matter within its

terms of reference?
120

Does the audit committee have access to and cooperation of management?

121

Does the audit committee meet with external auditors in the absence of

company management?
122

"Does the audit committee review scope, results and effectiveness of audits?"

123

Does the audit committee meet with internal auditors at least annually?

124

Does the audit committee meet with external auditors at least annually?

125

Does the audit committee review independence of external auditors

annually?
126

Is an annual review conducted of company's internal controls and risk

management?
127

Does the annual report include a statement by the board on adequacy of

internal controls?
128

Does the internal auditor report primarily to the chairman of the audit

committee?
129

"Does the internal auditor meet standards set by recognised professional

bodies (e.g., Institute of Internal Auditors)?"

55

130

Does the audit committee review adequacy of internal auditor's resources?

131

Does the audit committee annually review adequacy of internal audit

function?
Communication
132

Does the board provide shareholders with quarterly reports on the business

and prospects even if it is not mandatory?
133

Are the chairmen of all board committees existing present at the AGM to

answer shareholders' questions?
134

Are external auditors present at annual general meetings to assist responses

to shareholders?
135

Are separate resolutions poroposed at the AGM for each distinct issue? (i.e.

no resolutions are bundled together)
136

"Does the company have its annual reports on its Web site?"

56

Appendix 2. List of Tables

Table 1: Summary Statistics of CG Scores for 27 of SSI 30 UPDATE companies
Table 2: CG Disclosure Scores of companies winning the Best Annual Report
Award
Table 3: Summary Statistics of CG Disclosure Scores between some Asian
countries
Table 4: Scores, MTBV, P/E ratio for 27 of SSI30 UPDATE companies

57

Appendix 3. List of Figures
Figure 1: Distribution of Scores
Figure 2: Proportion of Independent Directors
Figure 3: Disclosure of Directors‟ Details
Figure 4: Chairman-CEO Separation
Figure 5: Number of Board of Meetings
Figure 6: Scatter plot of CG Disclosure Scores and MTBV
Figure 7: Scatter plot of CG Disclosure Scores and P/E ratio

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NHỮNG KẾT QUẢ ĐẠT CỦA ĐỀ TÀI:
“THE IMPACT OF CORPORATE GOVERNANCE DISCLOSURE ON
THE FINANCIAL PERFORMANCE OF SSI30 COMPANIES”
HỌC VIÊN: VŨ THỊ THU VẤN
- Đã khắc phục những khó khăn để nghiên cứu về đề tài rất mới không chỉ ở Việt
Nam mà cả trên thế giới.
- Đã cố gắng tiếp cận Corporate Governance theo hướng định lượng dù khá khó. Đề
tài đã dùng Governance score - một xu hướng mới gần đây trong nghiên cứu về
Corporate Governance. Đây là phương pháp tốt của đề tài.
- Đã đầu tư rất nhiều để tổng hợp một cách phong phú những cơ sở lý luận và thực
tiễn về Corporate Governance, cho người đọc những thông tin khá mới mẻ về thú vị
về đề tài này.
- Đã chứng tỏ nỗ lực rất lớn trong việc đọc và viết bằng tiếng Anh.
- Đã tìm ra cách tiếp cận về vấn đề mới mẻ này có thể áp dụng vào thị trường Việt
Nam
- Đã đưa ra một cái nhìn gần và chi tiết hơn về thực tế Corporate Governance
disclosure của Việt Nam để đóng góp một cách thiết thực vào nhận biết cũng như
nghiên cứu về đề tài này tại Việt Nam. Từ đó đưa ra những gợi ý cho các công ty
cũng như cho việc cải thiện về mặt pháp lý cho vấn đề này đối với một thị trường
mới như Việt Nam.