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Appendix 1. CG Disclosure Scorecard (Standard & Poor's)
"Does the company provide ongoing training on new laws, regulations and
changing commercial risks?"
Is the complete list of board members disclosed?
"If answer to #22 is yes, is detailed information on each director disclosed?"
"If answer to #22 is yes, does it include details of previous employment?"
"If answer to #22 is yes, are educational qualifications of directors
"If answer to #22 is yes, are other directorships of directors discolsed?"
Is each director is classed as independent or not by name?
Has the board reviewed the size of the board?
Has disclosure been made of the factors and criteria in determining the size
of the board?
Are the chairman and CEO positions held by same (S)/relatedR / unrelated
Are the chairman's responsibilities with respect to board proceedings
"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
Are all directors required to seek nomination and re-election at regular
Are directors' service contracts for periods not more than 3 years?
Does the board have separate and independent access to company's senior
Is the board provided with supporting background and explanatory
information for matters brought before the board?
Does the board receive explanation of variances between projections
(budgets) and results?
Does the board have separate and independent access to the company
Is the role of the company secretary defined?
"If answer to #36 is yes, does it include responsibility for ensuring that board
procedures are followed and compliance of applicabe rules and regulations?"
Does the company secretary attend all board meetings?
Does the company have an agreed procedure for directors to take
independent professional advice?
Does the management provide the board with monthly management
Does the company have a nominating committee?
Is the list of members of the nominating committee disclosed?
Is the majority of nominating committee independent?
Are all members of the nominating committee independent?
Is the chairman of the nominating committee independent?
Does the nominating committee make reconmmendations on all board
Are the nominating committee's terms of reference in writing?
"If answer to #50 is yes, do these describe responsibilities of the nominating
"Does the nominating review, at least annually, whether or not a director is
"Does the nominating committee review adequacy of time spent by directors,
who have multiple directorships, on affairs of each company?"
Is disclosure made of directors' particulars where their names are submitted
Is disclosure made of dindividual member's attendance at the nomination
committee (NC) meetings?
Is the frequency of NC meetings disclosed?
Did the NC meet more than 2 times in the year?
Did the NC meet more than 4 times in the year?
Was the attendance at NC meetings more than 60%?
Was the attendance at NC meetings more than 80%?
Was the attendance at NC meetings 100%?
Is the appraisal of board performance conducted?
Has the nominating committee established criteria for evaluation of
performance of the board?
"Is disclosure made of the process of board evaluation? (e.g., conducted by
external party, conducted by NC, by shareholders etc.)"
"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)"
Is individual performance of board members evaluated?
"If the anser to #66 is yes, is criteria for individual director performance
"Is disclosure made of the process of director evaluation? (e.g., conducted by
external party, conducted by NC, by shareholders etc.)"
Does the company have a remuneration committee?
Is the list of remuneration committee members disclosed?
Is the majority of RC independent?
Are all members of the RC independent?
Is the remuneration committee chaired by an independent non-executive
Is disclosure made of individual members' attendance at the remuneration
Is the frequency of RC meetings disclosed?
Did the RC meet more than 2 times in the year?
Did the RC meet more than 4 times in the year?
Was the attendence at the RC meetings more than 60%?
Was the attendence at the RC meetings more than 80%?
Was the attendence at the RC meetings 100%?
Is at least one remuneration committee member knowledgeable about
Does the remuneration committee recommend to the board a framework of
remuneration for the board and key executives?
Does the remuneration committee determine specific remuneration packages
for executive directors and the CEO?
the remuneration committee's recommendations submitted for
endorsement by the entire board?
"Does the remuneration committee's review include all aspects of
remuneration (such as salaries, fees, allowances, bonuses and options)?"
"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?"
"Is executive director compensation linked to industry, company and/or
Is the percentage of performance-related elements of executive directors'
remuneration above 50%?
"Is compensation of non-executive directors linked to their level of
contribution and responsiblities, and time spent and effort?"
Were industry experts consulted on the remuneration of non-executive
Has the board recommended all components of non-executive director
compensation for approval at the annual general meeting?
Do service contracts for directors contain onerous removal clauses?
Did the remuneration committee consider
compensation commitments for early termination of directors?
Are directors prenvented from deciding on their own remuneration?
"Does director remuneration include long-term incentives?(E.g., bonuses
payable after 12 months and/or share option with a vesting period > 12 months)"
Is disclosure made to shareholders of remuneration of executive directors?
Is disclosure made to shareholders of remuneration of non-executive
Is disclosure made to shareholders of remuneration of top 5 executives who
are not directors?
"is disclosure made of components of remuneration analyzed by salaries,
variable bonuses, options and long-term incentives?"
Is full disclosure made of remuneration of each director by name?
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
"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?"
Is the list of audit committee members disclosed?
Is the majority of audit committee independent?
Is the entire audit committee independent?
Is the chairman of the audit committee independent?
Is the disclosure made of the basis selection of audit committee mebers?
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
Is disclosure made of individual audit committee members attendance at
audit committee meetings?
Is the frequency of audit committee disclosed?
Did the audit committee meet more than 2 times in the year?
Did the audit committee meet more than 4 times in the year?
Did the audit committee meet more than 6 times in the year?
Did the audit committee meet more than 8 times in the year?
Was the attendance at audit committee meetings more than 60%?
Was the attendance at audit committee meetings more than 80%?
Was the attendance at audit committee meetings 100%?
Does the audit committee have its terms of reference in writing?
Does the audit committee have authority to investigate any matter within its
terms of reference?
Does the audit committee have access to and cooperation of management?
Does the audit committee meet with external auditors in the absence of
"Does the audit committee review scope, results and effectiveness of audits?"
Does the audit committee meet with internal auditors at least annually?
Does the audit committee meet with external auditors at least annually?
Does the audit committee review independence of external auditors
Is an annual review conducted of company's internal controls and risk
Does the annual report include a statement by the board on adequacy of
Does the internal auditor report primarily to the chairman of the audit
"Does the internal auditor meet standards set by recognised professional
bodies (e.g., Institute of Internal Auditors)?"
Does the audit committee review adequacy of internal auditor's resources?
Does the audit committee annually review adequacy of internal audit
Does the board provide shareholders with quarterly reports on the business
and prospects even if it is not mandatory?
Are the chairmen of all board committees existing present at the AGM to
answer shareholders' questions?
Are external auditors present at annual general meetings to assist responses
Are separate resolutions poroposed at the AGM for each distinct issue? (i.e.
no resolutions are bundled together)
"Does the company have its annual reports on its Web site?"
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
Table 3: Summary Statistics of CG Disclosure Scores between some Asian
Table 4: Scores, MTBV, P/E ratio for 27 of SSI30 UPDATE companies
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
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.
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tiễn về Corporate Governance, cho người đọc những thông tin khá mới mẻ về thú vị
về đề tài này.
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- 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
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