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Corporate Governance
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Flashcards
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Shareholder Rights
The entitlements given to shareholders, such as voting on corporate matters, receiving dividends, and inspecting company books.
CSR - Corporate Social Responsibility
A self-regulating business model that enables a company to be socially accountable to itself, its stakeholders, and the public.
Corporate Constitution
The collection of documents that define the existence of a corporation and regulate the structure and control of the corporation and its members.
Transparency and Disclosure
The practice of being open and honest about company operations, allowing stakeholders to make informed decisions regarding their interests in the company.
Proxy Vote
The authority granted by a shareholder to another individual to vote on his or her behalf during a company's shareholder meeting.
Minority Shareholders
Shareholders who do not exert control over a company; they own a smaller fraction of the company's shares and therefore have less influence on corporate decisions.
Board Independence
The concept that board members should be free from conflicts of interest or undue influence from insiders, allowing them to make decisions that best serve interests of the shareholders.
Mergers and Acquisitions (M&A)
The consolidation of companies or assets, with Mergers being the combination of two companies to form one entity, and Acquisitions being the purchase of one company by another.
Executive Compensation
The financial payments and other benefits given to the top management of a company, which might include salary, bonuses, and stock options.
Board of Directors
A group of individuals elected to represent shareholders and govern the corporation by establishing policies and making decisions on major company issues.
Internal Controls
Mechanisms, rules, and procedures implemented by a company to ensure the integrity of financial and accounting information, promote accountability and prevent fraud.
External Auditor
An independent auditor not affiliated with the company who examines the financial records and business transactions of a company to provide an unbiased opinion about the financial statements.
Corporate Governance Codes
A set of principles and guidelines by which a company is directed and controlled to increase accountability and avoid massive falls.
Agency Problem
A conflict of interest arising between shareholders and management when a company's managers do not act in the best interest of shareholders.
Audit Committee
A subset of a company's board of directors that is responsible for overseeing the financial reporting process, selection of the independent auditor, and receipt of audit results.
Corporate Charters
A legal document created during a company's incorporation process that outlines the organization's purpose, governance structure, and basic operating rules.
Fiduciary Duty
An obligation of company directors to act in the best interest of the company's shareholders or other stakeholders.
Whistleblowing
The act of exposing any kind of information or activity that is deemed illegal, unethical, or not correct within an organization.
Ethical Business Practices
Behaviors that businesses adhere to in their daily operations, which are in the interests of the public and company, including fairness, integrity, and respect.
Stakeholder Theory
A theory of organizational management stating that the interests of all stakeholders (not just shareholders) should be considered in corporate decision-making.
Risk Management
The process of identification, analysis, and acceptance or mitigation of uncertainty in investment decisions.
Corporate Structure
The organizational design and system that defines the relationships between shareholders, directors, and management within a company.
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