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The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 introduced in the Corporations Act 2001 new sections 250R(2), 250U-V, so that if at two consecutive meetings over 25% of shareholders vote against the directors' remuneration package, the directors have to stand for election again in 90 days.
At a spill meeting all directors current at the time the remuneration report was considered are required to stand for re-election. [61] Independent non-executive director setting of compensation is widely practised. [62] An independent remuneration committee is an attempt to have pay packages set at arms' length from the directors who are ...
A significant proportion of executive directors’ remuneration should be structured so as to link rewards to corporate and individual performance. There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors.
Tricker, Bob and The Economist Newspaper Ltd (2003, 2009), Essentials for Board Directors: An A–Z Guide, Second Edition, New York, Bloomberg Press, ISBN 978-1-57660-354-3. Zelenyuk, Valentin; Zheka, Vitaliy (April 2006). "Corporate Governance and Firm's Efficiency: The Case of a Transitional Country, Ukraine". Journal of Productivity Analysis.
"For the purpose of this clause the expression 'independent directors' means directors who apart from receiving director's remuneration, do not have any other material pecuniary relationship or transactions with the company, its promoters, its management or its subsidiaries, which in judgment of the board may affect independence of judgment of ...
The duty of directors to produce a directors' report once a year is found in the Companies Act 2006 section 415. Under section 416, the contents must include the directors' names and the company's principal activities. The critical requirement is found in section 417(1). A business review must be carried out, though this is only for large ...
The committee was formed at the behest of the President of the Board of Trade, Michael Heseltine, as a result of several scandals in the early 1990s. It followed in the tradition of the Cadbury Report and addressed a growing concern about the level of director remuneration.
Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals.