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Session 5 - Board Committees - Stefan Handoyo
Session 5 - Board Committees - Stefan Handoyo
Session 5 - Board Committees - Stefan Handoyo
Indonesian Entrepreneurs
Organization
Corporate Governance Workshop
20 October 2015
AGENDA
AGENDA
1. Introduction
2. Board Member Duties
3. Structure of Board Committees
4. Board Composition
5. Corporate Secretary
Board of Board of
Directors Commissioners
Finance Operation
Management Management
Other Audit
Committee Committee
s
Risk Other
Management Managements Interna External
l Audit Audit
BOARD
Western COMMITTEES
Asian
Model MODEL Model
“Proponents of the “Western Model” “Sponsors of the “Asian Model” believe
want that a majority (and even all) of that a strong CEO and a supportive
the members of the Committee be Board whose directors
independent directors (commissioners) are more well-
(commissioners).” connected than independent are
better means of protecting minority
shareholders.”
What role do the Boards play?
Are board members clear on their individual duties?
Company Law No. 40/2007
Article 108
Board of Commissioners
“The BOC shall oversee the management policy and
process in general, and provide advise to BOD. The
oversight and supervision are always carried out in
the company’s interest and in line with the
company’s vision and mission.”
The member of the board The member of the board
shall exercise duty of shall exercise duty of
care to the company. loyalty to the company.
Board members shall discharge their duties:
In good faith,
In a manner they reasonably believe to be in the best interests of the corporation, and
In compliance with the company’s code of conduct (if the company does not have a
code, it should adopt one)
Compliance with the standard of care can be defined as:
The obligation of a board member to make reasonable inquiry, and
Taking a decision after reasonable discussion
Board members shall discharge their duties by:
Ensuring that their own interests do not prevail over those of the company
and its shareholders
What is the most effective board committee structure?
Nominations
Committee It may be more practical to combine these and/or
Remunerations add Corporate Governance oversight
Committee
Governance Usually set up first before all other committees;
Committee Task to help set up other board committees
Strategy/Product
Can take different forms; not necessarily a board committee
Committee
Ad Hoc
Committees
‹#› IFC – Morris Rasik Corporate Governance
Board Structure: Option 1
Shareholders
Chairman
Board of Commissioners
Audit &
Risk Oversight Committee
Company Secretary
Ad hoc Committees
BOD / Chief Executive Officer
Management Team
AUDIT COMMITTEES
NEED TO HAVE:
• To be the appropriate body to
approve the plans and programs
Access to the information of action that the internal and
external auditors propose, and
• To monitor their execution and
The right amount of time
implementation.
Access to experts
Continuing education
16
What is an audit committee?
• The Audit Committee is a Board committee. It is
created by the Board of Commissioners that ensures
its independence so it can effectively carry out its audit
and oversight functions over management, in behalf of
the Board of Commissioners who has fiduciary duties
to shareholders and other stakeholders as well.
• Thus, its members should have the necessary
independence of mind and judgment. They are
expected to have financial literacy and relevant
expertise.
What are its duties and responsibilities?
• The main duty of the Audit Committee is to
act in behalf of the entire Board of
Commissioners in ensuring that the audit
duty of the Board is faithfully, competently,
and diligently discharged.
• In carrying out this duty, it hires external
auditors, supervises the work of the internal
auditors.
• It also works closely with top management to
ensure that all control and reporting
mechanisms are in place and operational in
line with professional and ethical standards.
Audit Committee Functions and Duties
24
Board Structure: Option 2
Shareholders
Chairman
Board of Commissioners
Audit Committee Risk Oversight Committee
Company Secretary
Ad hoc Committees
BOD / Chief Executive Officer
Management Team
Planning and
Compliance Control Environment
Monitoring
Risk Internal Control
External Audit Internal Audit Activities
Management
Information and HR/IT
Communication Functions
Risk Oversight Committee
29
Risk Oversight Committee
Regulators
RO Committee BOC
Pres. Director
Management
30
Risk management is far from risk
avoidance.
31
For entrepreneurship that works
for growth and development,
taking risks is essential.
32
However, risks need to be
managed properly and
prudently, and the dangers that
risk brings with it need to be
mitigated and where possible
avoided.
33
Moreover, it is the responsibility
of the Board of Directors or
management to manage risks.
34
The Board of Commissioners
recognizes that the company’s
response to risk and crisis
(potential or actual) is
FOUNDED upon
good corporate
governance.
35
Under ordinary circumstances, it is
increasingly common to SEPARATE positions
of Chairman and President Director.
36
The former should focus on governance, and
the latter on management.
37
SKILLS REQUIRED OF THE BOARD FOR RISK OVERSIGHT
38
ROC’s membership
39
Skills required of the board for risk oversight
Financial reports
Operations in general
Compliance system
40
Board Structure: Option 3
Shareholders
Chairman
Board of Commissioners
Audit & Risk Committee Governance Committee
Company Secretary
Ad hoc Committees
BOD / Chief Executive Officer
Management Team
Focus areas:
Nominations: Chooses the candidates for director and CEO;
Nomination reviews and approves other senior appointments
Function Evaluation and training: Organizes or carries‐out board
evaluation; conducts performance appraisals of directors
and senior management
Succession planning: For CEO, chairman and other directors.
Increasingly handles “corporate governance” issues
Focus areas:
Considers matters relating to non‐executive and executive
Remuneration remuneration
Function Approves changes to incentive and benefits plans
applicable to senior managers
What is the ideal board size and composition?
Personal Characteristics Competencies
• Leadership • Industry Experience
• Integrity • Business Judgment
• Accountability • Education/Special Skills, for
• Maturity example:
• Work Ethic - Finance and Accounting;
• Time - Microfinance
• Courage - Risk Management and Internal
Control; or
- Strategic Management.
The board would be constituted of 5 to 9 members with a proper mix of
skills. It will comprise a mix of non‐executives and independents (as
possible) and appropriate representation from the various shareholders.
Alternatives
5 board members 7 board members
2-3 from controlling 3-4 from controlling
shareholders shareholders
2-3 from minority 3-4 from minority
shareholders or Independent shareholders or Independent
Independence criteria:
The individual would NOT be considered independent if he/she:
has been an employee of the company or group within the last five years;
has, or has had within the last three years, a material business relationship with the company either
directly, or as a partner, shareholder, commissioner, director, or senior employee of a body that has
such a relationship with the company;
has received or receives additional remuneration from the company apart from a commissioner’s fee,
participates in the company’s share option or a performance‐related pay scheme, or is a member of
the company’s pension scheme;
has close family ties with any of the company’s advisers, commissioners, directors or senior employees;
represents a significant shareholder; or
has served on the board for more than nine years from the date of their first election.
» Financial expertise, including knowledge of finance, accounting and audit
» MFI Industry experience, which is useful in identifying industry trends and
developments and in guiding management in setting strategy
» Risk management expertise
» Other specialty areas may include legal expertise or organizational & HR
development
» Gender diversity on the board as women can offer fresh insights and
approaches to issues.
How do you envisage the Corporate Secretary function?
Ensures the development of, compliance with and periodic review
of the company’s governance policies and practices
Supports the Board:
Ensures that the
by organizing Board
company discloses
meetings, channeling
material information
The Corporate Secretary information to and
on a timely basis and
from the Board, and
in a transparent
advising on corporate
manner
governance
Protects shareholder rights by organizing a proper GMA, liaising
during control transactions, and helping to resolve conflicts of
interest
Full time officer of the company
Function can be combined with head of legal
Professional qualifications (not an assistant!)
Reputation