Internal Actors

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INTERNAL ACTORS (AND EMPLOYEE REPRESENTATIVES)

Directors

The most prominent group of actors in corporate governance are the company’s directors. They can be either executive or non-executives directors (NEDs); the numbers and split of executives to NEDs will partly depend upon the regulatory regime of the country. It is generally the case that investors and regulators prefer there to be more NEDs, as their independent scrutiny of the company, its controls and strategies, provide a more robust governance structure . in a unitary board structure , all directors share legal responsibility for company activities and all are accountable to the shareholders . in most countries , all directors are subject to retirement by rotation , where they either step down or offer themselves for re-election (by the shareholders) for another term in offices.

Directors are collectively responsible for the company’s performance, controls, compliance and behaviour. this means that the board of directors must discuss and agree strategies to maximise the long –term returns to the company’s shareholders .they must also comply fully with relevant regulatory requirements that will include legal, accounting and governance frameworks .

Company’s secretary

In most countries, the appointment of a company secretary is a compulsory condition of Registration this is because the company secretary has important responsibility for the timely filing of accounts and other legal compliance in compliance issues. In addition to this responsibility for compliance with relevant laws and regulatory frameworks, the company secretary often advises directors of their regulatory and legal responsibilities and duties. His or primary loyalty is always to the company. This means that in any member of the company (such as a director), the company secretary must always take the side most likely to benefit the company (rather than any single director). Technical knowledge is therefore an important part of this role. Because of this, many countries company law mandates that for a public company, the post holder must be a member of one of a list of professional accountancy or company secretary professional bodies (which includes ACCA). The major roles include;

• Maintaining the statutory registers (such as the share register )

• Ensuring the timely and accurate filing of audited accurate filing of audited accounts and other document to statutory authorities (eg. Government companies ‘agencies and tax authorities)

• Providing members (eg. Shareholders) and directors with notice of relevant meetings

• Organizing resolution for and minutes from major company meeting (like the AGM); keeping records from these and other meetings.

Sub-board management

Sometimes referred to (ambiguously ) as ‘middle’ management managers below board level are a crucial part of the government system. It is the employees, led by sub-board management , that implement strategies, meet compliance targets and collect the information and data on which board-level decisions are made.

The effectiveness of sub-board management as part of a governance system is partly based on the extent to which organizational activities are controlled and coordinated. Value-adding synergies arise when specialists work to achieve organizational objectives in their own departments and are coordinated by an effective board of senior manager s and directors. There is ample scope for “strategic drift’, especially in large organizations, when this vital control and coordination is ineffective.

Employee representatives

(Trade unions)

The most common way of proving employee representation (to the broad) is through a trade...
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