高頓網(wǎng)校小編為各位ACCA學(xué)員整理了P1科目講義輔導(dǎo)，希望大家查漏補(bǔ)缺，對(duì)考試有所幫助。
       3. Corporate governance: reporting and disclosure
　　3.1 Communication with shareholders
　　<1>General principles
　　a. The board has the responsibility to ensure a satisfactory dialogue with shareholders based on the mutual understanding of objectives
　　b. The board should communicate with investors and to encourage their participation
　　c. The chairman should discuss governance and strategy with major shareholders and ensure their views be communicated to the board
　　d. Non-executive directors should be offered the opportunity to attend meetings with major shareholders.
　　e. The senior independent director should attend sufficient meetings with a range of major shareholders to listen to their views in order to help develop a balanced understanding of the issues and concerns of major shareholders
　　<2>AGM (Annual General Meeting)
　　a. It must be held once every year
　　b. Various corporate actions may be presented and voted upon by shareholders or their proxies. These might include：
　　(a) Accepting the directors’ report and statement of accounts for the year
　　(b) Reappointment of directors and auditors
　　(c) Approval of directors’ and auditors’ remuneration
　　(d) Approval of final dividends
　　c. Recommendation of AGM (UK Hampel Report)
　　(a) Notice of AGM should be sent at least 20 working days before
　　(b) Business presentation and Q&A session at AGM
　　(c) Chair of key sub-committee be available to answer questions
　　(d) Shareholders vote separately
　　(e) Propose a resolution at the AGM relating to the report and accounts
　　(f) Emphasis the importance of institutional shareholders attending AGM
　　<3>EGM (Extraordinary General Meeting)
　　a. EGMs are usually called where an issue arises which requires the input of the entire membership and is too serious or urgent to wait until the next AGM.
　　b. These are irregularly held meetings arranged to approve special events such as acquisitions, takeovers issues, etc.
　　c. All general meetings, other than the AGM, are called EGMs.
　　<4>Proxy votes
　　a. Definition:
　　(a) A proxy is a person appointed by a shareholder to vote on behalf of that shareholder at company meetings
　　(b) Under most regimes, a member of a company who is entitled to attend and vote at a meeting of the company, has a statutory right to appoint an agent, called a proxy, to attend and vote for him.
　　b. Combined codes (2006)
　　(a) Shareholders could have the option to direct their proxy to vote either for or against the resolution or to withhold their vote
　　(b) The company should ensure that all valid proxy appointments received for general meetings are properly recorded and counted
　　(c) After a vote has been taken, company should ensure that the following information is given at the meeting and made available in the company’s website
　　(d) The number of shares in respect of which proxy appointments have been validly made
　　(e) The number of votes for or against the resolution or withheld by shareholders
　　3.2 Disclosure with shareholders
　　<1>General principles
　　a. Annual reports should convey a true and fair view of the organization. They should state whether the organization has complied with governance laws and regulations, and followed best practice to give specific disclosures about the board, internal control reviews, going concern status and relations with stakeholders.
　　b. Ensure that timely as accurate disclosure is made on all material matters regarding the corporation, including the financial situation, performance, ownership, and governance of the company.
　　<2>Specific requirement (combined code 2003)
　　a. A disclosure about the broad of directors, name of chairman, CEO, executive directors and independent NEDs, members of the nomination, audit and remuneration committee and any changes to them during the year
　　b. A description of the work of the remuneration committee, nomination committee and audit committee in discharging its responsibilities
　　c. An explanation from the directors of their responsibility for preparing the accounts and a statement by the auditors about their audit reporting responsibilities
　　d. Information about relations with auditors including reason for change and steps taken to ensure auditor objectivity and independence when non-auditor service have been provided
　　e. A report that the board has reviewed the effectiveness of the internal controls, including risk management (if no internal audit function, explain the reasons)
　　f. A statement from the directors that the business is going concern
　　g. The member of meetings of the board and those committees and individual directors attendance
　　h. A statement of how the board operates and the type of decision it takes
　　i. Performance management of the board, its committees and its directors
　　j. Sustainable reporting, including the nature and extent of social, transformation, ethical, safety, health and environmental management policies and practices
　　k. An operating and financial review (OFR) set out the directors’ analysis of the business, in order to provide to investors a historical and prospective analysis of the reporting entity through the eyes of management
　　<3>Mandatory and voluntary disclosure
　　a. Definition
　　(a) Mandatory disclosure: information which must be publicly disclosed to comply with laws and regulations
　　(b) Voluntary disclosure: disclosure above mandatory minimum
　　b. Examples of voluntary disclosure
　　(a) CEO’s report, social environment report, additional risk or segment data
　　c. The reasons for voluntary disclosure
　　(a) Accountability / attracts investment: shareholders and potential investors require access to regular, reliable and comparable information on sufficient detail for them to assess the stewardship of management, and make informed decisions about the valuation, ownership and voting of shares.
　　(b) Information asymmetry: good disclosure helps solve barriers of communication between directors and shareholders, reduce agency problems
　　(c) Stakeholders: disclosure helps improve public understanding and companies’ relationships with the communities in which they operate
　　(d) Marketing tool: disclosure gives the user assurance that the management is active and competent in terms of managing the operations of the organization.
　　d. The principles of voluntary disclosure
　　(a) Planned and transparent, and communicated to everyone
　　(b) Involve consultation within the business
　　(c) Take into account all relevant information
　　(d) Comprehensive, consistent and subject to review