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GOOD CORPORATE GOVERNANCE: A CHECKLIST

 

Yes

No

ORGANISATIONAL STRUCTURES AND PROCESSES

Statutory Accountability

1 Has the board established effective arrangements to ensure compliance with all applicable statues and regulations, and other relevant statements of best practice?

to ensure compliance with all applicable statues and regulations, and other relevant statements of best practice?
to ensure compliance with all applicable statues and regulations, and other relevant statements of best practice?

Accountability for Public Money

2 Has the board established appropriate arrangements to ensure that public funds are:

Properly safeguarded?

 Properly safeguarded?
 Properly safeguarded?

Used economically, efficiently and effectively?

 Used economically, efficiently and effectively?
 Used economically, efficiently and effectively?

Used in accordance with the statutory or other authorities that govern their use?

 Used in accordance with the statutory or other authorities that govern their use?
 Used in accordance with the statutory or other authorities that govern their use?

Communication with Stakeholders

3 Has the board established:

Clear channels of communication with the body’s stakeholders?

 Clear channels of communication with the body’s stakeholders?
 Clear channels of communication with the body’s stakeholders?

Appropriate processes to ensure that such channels operate effectively in practice?

 Appropriate processes to ensure that such channels operate effectively in practice?
 Appropriate processes to ensure that such channels operate effectively in practice?

4 Has the board made an explicit commitment to openness in all the activities of the body?

4 Has the board made an explicit commitment to openness in all the activities of the
4 Has the board made an explicit commitment to openness in all the activities of the

5 Does the board:

Report publicly the processes for making appointments to the board?

 Report publicly the processes for making appointments to the board?
 Report publicly the processes for making appointments to the board?

Make publicly available the names of all board members, together with their relevant other interests

 Make publicly available the names of all board members, together with their relevant other interests
 Make publicly available the names of all board members, together with their relevant other interests
the board?  Make publicly available the names of all board members, together with their relevant

Roles and Responsibilities

6

Is there a clearly defined division of responsibilities at the head of the body?

6 Is there a clearly defined division of responsibilities at the head of the body?
6 Is there a clearly defined division of responsibilities at the head of the body?

7

Does the board:

Meet regularly?

 Meet regularly?
 Meet regularly?

Retain full and effective control over the body?

 Retain full and effective control over the body?
 Retain full and effective control over the body?

Monitor the executive management

 Monitor the executive management
 Monitor the executive management

8.1

Has the board established a framework of strategic control (or scheme of delegated or reserved powers)

8.1 Has the board established a framework of strategic control (or scheme of delegated or reserved
8.1 Has the board established a framework of strategic control (or scheme of delegated or reserved

8.2

Does the framework of strategic control include a formal schedule of those matters specifically reserved for the collective decision of the board?

control include a formal schedule of those matters specifically reserved for the collective decision of the
control include a formal schedule of those matters specifically reserved for the collective decision of the

8.3

Does the board maintain the framework of strategic control up to date?

8.3 Does the board maintain the framework of strategic control up to date?
8.3 Does the board maintain the framework of strategic control up to date?

9.1

Has the board established clearly documented and understood management processes for:

Policy development, implementation and review?

 Policy development, implementation and review?
 Policy development, implementation and review?

Decision-making, monitoring, control and reporting?

 Decision-making, monitoring, control and reporting?
 Decision-making, monitoring, control and reporting?

9.2

Has the board established formal procedural and financial regulations to govern the conduct of its business?

9.2 Has the board established formal procedural and financial regulations to govern the conduct of its
9.2 Has the board established formal procedural and financial regulations to govern the conduct of its

10

Has the board established appropriate arrangements to ensure that

it has access to all such relevant information, advice and resources as is necessary to enable it to carry out its role effectively?

to all such relevant information, advice and resources as is necessary to enable it to carry
to all such relevant information, advice and resources as is necessary to enable it to carry

11.1

Where the body is responsible for making appointments to the board, has it established a formal process to ensure that such appointments are made:

In accordance with specified criteria?

 In accordance with specified criteria?
 In accordance with specified criteria?

On the basis of merit and the individual’s ability to carry out a defined role within the organisation?

 On the basis of merit and the individual’s ability to carry out a defined role
 On the basis of merit and the individual’s ability to carry out a defined role
 On the basis of merit and the individual’s ability to carry out a defined role

11.2

Where the body is responsible for making appointments to the board, are such appointments dealt with by the board as a whole?

the body is responsible for making appointments to the board, are such appointments dealt with by
the body is responsible for making appointments to the board, are such appointments dealt with by

12

Is the role of the chairman formally defined in writing?

12 Is the role of the chairman formally defined in writing?
12 Is the role of the chairman formally defined in writing?

13.1

Are non-executive board members:

Independent of management?

 Independent of management?
 Independent of management?

Free from any other relationships which may materially interfere with exercising an independent judgement on issues of strategy, performance, resources and standards of conduct?

interfere with exercising an independent judgement on issues of strategy, performance, resources and standards of conduct?
interfere with exercising an independent judgement on issues of strategy, performance, resources and standards of conduct?

13.2

Are the duties, terms of office, remuneration and its review of non- executive board members defined clearly?

13.2 Are the duties, terms of office, remuneration and its review of non- executive board members
13.2 Are the duties, terms of office, remuneration and its review of non- executive board members

14

Where the body is responsible for making appointments of non- executives to the board:

14 Where the body is responsible for making appointments of non- executives to the board:
14 Where the body is responsible for making appointments of non- executives to the board:

Are appointments for a fixed term?

Are appointments subject to a formal appraisal process?

 Are appointments subject to a formal appraisal process?
 Are appointments subject to a formal appraisal process?

15.1

Does the chief executive have line responsibility for all aspects of executive management?

15.1 Does the chief executive have line responsibility for all aspects of executive management?
15.1 Does the chief executive have line responsibility for all aspects of executive management?

15.2

Is he or she accountable to the board for the ultimate performance and implementation of the board’s policy?

15.2 Is he or she accountable to the board for the ultimate performance and implementation of
15.2 Is he or she accountable to the board for the ultimate performance and implementation of

16

Has the board made a senior executive responsible for ensuring that appropriate advice is given to it on all financial matters?

board made a senior executive responsible for ensuring that appropriate advice is given to it on
board made a senior executive responsible for ensuring that appropriate advice is given to it on

17

Has the board made a senior executive responsible for ensuring that board procedures are followed and that all applicable statutes and regulations, and other relevant statements of best practice are complied with?

and that all applicable statutes and regulations, and other relevant statements of best practice are complied
and that all applicable statutes and regulations, and other relevant statements of best practice are complied

18

Has the board established a remuneration committee to make recommendations on the remuneration of top executives?

18 Has the board established a remuneration committee to make recommendations on the remuneration of top
18 Has the board established a remuneration committee to make recommendations on the remuneration of top

FINANCIAL REPORTING AND INTERNAL CONTROLS

Annual Reporting

19

Does the board publish on a timely basis an objective, balanced and understandable annual report?

19 Does the board publish on a timely basis an objective, balanced and understandable annual report?
19 Does the board publish on a timely basis an objective, balanced and understandable annual report?
Reporting 19 Does the board publish on a timely basis an objective, balanced and understandable annual

20

21

22.1

22.2

23

24

25

26

27

Does the board include in its annual report a statement explaining its responsibility for the body’s accounts?

Does the board include in its annual report a statement explaining its responsibility for the body’s
Does the board include in its annual report a statement explaining its responsibility for the body’s

Does the board include in its annual report a statement confirming that it has complied with relevant standards or codes of corporate governance?

in its annual report a statement confirming that it has complied with relevant standards or codes
in its annual report a statement confirming that it has complied with relevant standards or codes

Internal Controls

 
 
 

Has the board taken steps to ensure that systems of internal control:

Has the board taken steps to ensure that systems of internal control:
Has the board taken steps to ensure that systems of internal control:

Are established? Continue to operate in practice?

Does the board include in its annual report a statement on the effectiveness of the body’s systems of internal control?

Does the board include in its annual report a statement on the effectiveness of the body’s
Does the board include in its annual report a statement on the effectiveness of the body’s

Has the board taken steps to ensure that effective systems of risk management are established as part of the systems of internal control?

steps to ensure that effective systems of risk management are established as part of the systems
steps to ensure that effective systems of risk management are established as part of the systems

Has the board taken steps to ensure that an effective internal audit function is established as part of the systems of internal control?

taken steps to ensure that an effective internal audit function is established as part of the
taken steps to ensure that an effective internal audit function is established as part of the

Audit Committee

Has the board established an audit committee with responsibility for the independent review of the systems of internal control and the external audit process?

with responsibility for the independent review of the systems of internal control and the external audit
with responsibility for the independent review of the systems of internal control and the external audit

External Auditors

Has the board taken steps to ensure that an objective and professional relationship is maintained with the external auditors?

the board taken steps to ensure that an objective and professional relationship is maintained with the
the board taken steps to ensure that an objective and professional relationship is maintained with the

STANDARDS OF BEHAVIOUR

Leadership

Has the board taken steps to ensure that its members exercise leadership by conducting themselves in accordance with high standards of personal behaviour?

that its members exercise leadership by conducting themselves in accordance with high standards of personal behaviour?
that its members exercise leadership by conducting themselves in accordance with high standards of personal behaviour?
that its members exercise leadership by conducting themselves in accordance with high standards of personal behaviour?

Code of Conduct

28 Has the board developed a formal code of conduct defining the standards of personal behaviour, to which individual board members and all employees of the body are required to subscribe?

of personal behaviour, to which individual board members and all employees of the body are required
of personal behaviour, to which individual board members and all employees of the body are required

29 Has the board established appropriate mechanisms to ensure that members and employees of the body are not influence by prejudice, bias or conflicts of interest?

mechanisms to ensure that members and employees of the body are not influence by prejudice, bias
mechanisms to ensure that members and employees of the body are not influence by prejudice, bias
mechanisms to ensure that members and employees of the body are not influence by prejudice, bias