Corporate Governance Duties Quiz

Recommendation 1.5 - Duties and Responsibilities of the Corporate Secretary

• Assists the Board and committees in conducting meetings, preparing schedules, and setting agendas
• Maintains meeting minutes and other official records
• Keeps up-to-date on relevant laws, regulations, industry developments, and corporate operations, advising the Board
• Works fairly with the Board, Management and shareholders, facilitating information flow
• Advises on establishing board committees and their terms
• Notifies Board members of meeting agendas at least five business days in advance
• Attends Board meetings, except for justifiable reasons
• Oversees the by-laws' drafting, ensuring regulatory compliance
• Performs other duties as mandated by the SEC

Recommendation 1.6 - Duties and Responsibilities of the Compliance Officer

• Ensures new directors are properly oriented on company matters
• Monitors and ensures compliance with laws, regulations, and governance issuances by the corporation
• Reports any violations to the Board, recommending disciplinary actions
• Maintains the integrity and accuracy of regulatory submissions
• Appears before the SEC when required
• Collaborates with other departments on compliance issues
• Identifies and resolves compliance issues
• Ensures board member training
• Performs other duties as mandated by the SEC

Recommendation 2.3 - Roles and Responsibilities of the Chairman

• Ensures the meeting agenda focuses on strategic matters, risk appetite, governance concerns, and impactful issues
• Guarantees the Board receives accurate, timely, and relevant information
• Facilitates constructive debate amongst directors
• Ensures sufficient questioning of management reports
• Assures director training and continuing education
• Ensures annual Board performance evaluation

Recommendation 2.6 - Permanent and Temporary Disqualifications of a Director

• Any person convicted of a crime involving securities purchase/sale, underwriter/broker/dealer misconduct, or fiduciary relationship with a financial institution
• Any person permanently enjoined by a court or administrative body from securities-related activities or acting as a director/officer of a specified institution
• Any person convicted of a crime that involves moral turpitude, fraud, or other fraudulent acts
• Any person who willfully violated or aided in violating securities laws, regulations or orders
• Any person who is judicially declared insolvent
• Any person found guilty by a foreign financial regulatory body of similar misconduct

Recommendation 2.7 - Contents of the RPT Policy

• Defines related parties
• Outlines RPT policy coverage
• Provides guidelines to ensure arm's length dealings
• Identifies and manages potential conflicts of interest
• Sets materiality thresholds
• Outlines internal limits for exposures
• Includes whistleblower mechanisms
• Describes restitution for abusive related party transactions

Recommendation 3.2 - Duties and Responsibilities of the Audit Committee

• Recommends and approves the Internal Audit Charter (IA Charter)
• Monitors internal controls, financial reporting integrity, asset security, and regulatory compliance through the IA Department
• Oversees the IA Department and recommends leadership appointments
• Oversees external auditor work scope and fees, avoiding conflicts with primary audit duties
• Reviews and approves interim and annual financial statements
• Reviews internal and external auditor reports and recommendations to the Board
• Addresses any compliance issues and related party concerns in conjunction with the related committee when applicable

Recommendation 3.3 - Duties and Responsibilities of the Corporate Governance Committee

• Oversees the implementation and periodic review of the corporate governance framework
• Evaluates the Board's and committee's performance annually, creating action plans for improvement
• Ensures the results of the Board evaluation are shared for improvements

Recommendation 3.4 - Duties and Responsibilities of the Board Risk Oversight Committee

• Develops a well-defined enterprise risk management plan
• Oversees the Management Risk Oversight Committee, reviewing and discussing risk exposures
• Evaluates the risk management plan's effectiveness and relevance
• Advises the Board on risk appetite and tolerance levels
• Reviews risk levels yearly, adjusting as circumstances change
• Assesses the probability and impact of identified risks
• Oversees Management's risk management activities
• Reports to the Board on risk exposures, mitigation plans, and recommendations

Recommendation 3.5 - Duties and Responsibilities of the Related Party Transaction Committee

• Continuously monitors related parties and transactions, adjusting reports as needed
• Evaluates related party transactions (RPTs) to ensure fair terms and conditions, avoiding misallocation of company resources or reputation risk
• Ensures proper disclosure and appropriate regulatory reporting on RPTs
• Reports to the Board on RPT status and aggregate exposures
• Oversees the RPT review process and policies

Recommendation 5.2 - Qualifications of an Independent Director

• Not a senior officer or employee of the covered company unless ownership changed
• Not a director within the last three years of the covered company, its subsidiaries or affiliates
• Not a chairman emeritus, ex-officio director, member of any advisory board or other similar position related to the covered company within the last 3 years
• Not an owner exceeding 2% of the covered company's shares
• No relative is a director, officer, or substantial shareholder of the covered company
• Not acting as a nominee for a director
• Not a securities broker-dealer or professional advisor of the covered company
• Not affiliated with any non-profit funded by the covered company
• Not employed as an executive officer of another company where covered company executives are directors

Recommendation 5.4 - Roles and Responsibilities of the CEO

• Defines strategic direction and develops the implementation plan
• Communicates and enacts the corporation's vision, mission, and values
• Oversees operations and manages resources via the strategic plan
• Understands the industry and market, and stays updated
• Manages executive officers
• Manages resources carefully
• Keeps the Board informed
• Develops staff morale

Recommendation 5.5 - Functions of the Lead Director

• Serves as an intermediary between the Chairman and other directors
• Chairs meetings of non-executive directors
• Contributes to performance evaluation of the Chairman when required

Recommendation 12.1 - ICS and ERMF

• Effective internal control system
• Management control culture, risk recognition, ongoing monitoring, and information communication
• Includes activities like identification, evaluation and mitigation of enterprise risk management

Recommendation 12.2 - Functions of Internal Audit

• Provides risk-based assurance services to the Board
• Reviews the effectiveness of governance and control
• Performs regular and special audits of the company's policies
• Provides consulting services to support governance and control

Recommendation 12.3 - Responsibilities of CAE

• Reviews the internal audit charter for approval
• Develops a risk-based audit plan
• Communicates plans, resource needs, and significant changes to management
• Works to add value to the organization
• Reports to the Audit Committee and communicates findings

Recommendation 12.4 - Activities of Risk Management Function

• Defines a risk management strategy, identifies and analyzes risks, and develops a risk register
• Establishes risk categories and criteria
• Creates risk mitigation plans
• Establishes appropriate communication channels with oversight committees
• Regularly monitors and evaluates procedures

Recommendation 12.5 - Functions of the CRO

• Supervises ERM process development and implementation
• Communicates top risks and strategies to the Board
• Collaborates with the CEO on strategies
• Provides insights on risk measures, risk management processes, and compliance with established policies

Test your knowledge on the key responsibilities of corporate secretaries and compliance officers. This quiz covers essential tasks such as meeting management, compliance monitoring, and advisory roles within a corporate structure. Perfect for students and professionals in corporate governance!