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Board Committee Roles and Responsibilities
Chapter 5
11
Accounting
Graduate
02/27/2012

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Cards

Term
3 Audit Committee Reports
Definition
1)Regular reports on its minutes to the board 2)formal annual report to the board 3)formal annual report to shareholders
Term
Governance committee
Definition
Board committee consisting of both executive and nonexecutive directors established to advise, review, and approve management strategic plans, decisions, and actions in managing the company.In charge of developing and monitoriing gov principles, establishing agenda
Term
Audit committee
Definition
A committee composed of independent, nonexecutive directors charged with the oversight functions of ensuring responsible corporate governance, a reliable financial reporting process, an effective internal control structure, a credible audit function, an informed whistleblower complaint process, and an appropriate code of business ethics with the purpose of creating long-term shareholder value while protecting the interests of other stakeholders.
Term
Compensation committee
Definition
Board committee formed to implement and support the oversight function of the board particularly in areas relevant to the design, review, and the implementation of the directors’ and executives’ evaluation and compensation schemes.
Term
Enterprise risk management
Definition
A process, effected by an entity’s board of directors, management, and other personnel, applied in strategy setting and to the whole enterprise, designed to identify potential events that may affect the entity, manage risk to be within its risk appetite, and provide reasonable assurance regarding the achievement of entity objectives.
Term
Nominating committee
Definition
Independent board committee composed of at least three independent directors formed to implement and support the oversight function of the board pertaining to the recommendation, nomination, and election activities of directors.
Term
Special committee
Definition
Independent board committees formed to assist the board in carrying out strategic and oversight functions including financing, budgeting, investment, risk management and mergers and acquisitions.
Term
Strategic board
Definition
Board committee composed of both executive and nonexecutive directors charged with advising and approving management strategic plans, decisions, and actions, with members of the board serving only on the governance or other special board committees.
Term
Succession planning
Definition
Planning process designed to ensure proper planning for orderly succession to the company’s board and other senior executive positions.
Term
Tone at the top
Definition
Defines the corporate culture and promotes ethical conduct, lawful behavior, professional accountability, and personal integrity throughout the organization, led by the CEO with the main goal of creating long-term shareholder value.
Term
Whistleblower
Definition
Employee, former employee, or member of an organization who reports misconduct to people or entities that have the power to take corrective action.
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