以下是高顿网校小编为广大学员整理的:P1专业会计师考前总结,供学员参考。
 
  Non-executive Directors
 
  Role & Purpose
  (1) Strategy Role. Non-executive directors should contribute tostrategy success, challenging strategy, and offering advice on direction.
  (2) Scrutiny Role. Non-executive directors should scrutinize theperformance of executive management. They should represent the shareholders’interests to ensure agency issues don’t arise to reduce shareholder value.
  (3) Risk Role. Non-executive directors should ensure the company has arobust system of internal controls and system of risk management in place.
  (4) People Role. Non-executive directors should be responsible forappointing & removing senior managers, and determining appropriate levelsof remuneration for executives.
 
  Independence
  Non-executive directors should beindependent-minded, which means exercising objective judgment in the bestinterests of the corporation whatever the consequences for the directorpersonally. Non-executive directors should provide a balancing influence, andplay a key role in reducing conflicts of interest between management andshareholders.
 
  (Why)
  (1) Providing a detached and objective view of board decisions.
  (2) Providing shareholders with an independent voice on the board.
  (3) Reducing self-interest in the behavior of executives.
  (4) Providing expertise and communicate effectively.
 
  (How)
  (1) Non-executive directors should have no business, financial or otherconnection with the company except director’s fee and shareholdings.
  (2) Cross-directorships are a particular threatto independence of non-executive directors. It is where an executive directorof firm A is a non-executive director of firm B, and an executive director offirm B is a non-executive director of firm A.
  (3) Non-executive directors should not take part in share option schemeand their service should not be pensionable.
  (4) Appointment of non-executive directors should be for a specifiedterms and reappointment should not be automatic.
 
  Advantages/disadvantages
 
  (Advantages)
  (1) Non-executive directors provide independent element on the board.It implies that they have the detachment to be able to monitor the company’saffairs effectively.
  (2) Non-executive directors may have experiences and knowledge whichexecutive directors don not have. It expands the resources available formanagement to use.
  (3) Non-executive directors may improve the communication betweenshareholders and company and are often a comfort factor for third party such ascreditors.
  (4) Non-executive directors can provide wider perspective, andinstitutional perception is enhanced.
 
  (Disadvantages)
  (1) Non-executive directors may have difficulty imposing their viewsupon the board.
  (2) Non-executive directors face the problem of limited time that theycan devote to their role.
  (3) Non-executive directors may damage company performance by weakeningboard unity and stifling entrepreneurship.
  (4) Poor remuneration might lead people don’t want the job of beingnon-executive director. On the other hand, high-caliber non-executive directorsmay gravitate towards the best-run companies rather than companies which aremore in need of input from good non-executives.
 
  高顿网校小编寄语:羡慕别人得到的,不如珍惜自己拥有的。

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