Which element of governance MOST LIKELY has heightened importance in larger companies as opposed to smaller ones?
A. The effective operation of governance processes
B. The quality and thoughtfulness of board members
C. A culture of strong performance without excessive risk taking
A. The effective operation of governance processes
In the evolution of corporate governance frameworks, which practice developed MOST recently?
A. Establishment of auditor oversight regulatory bodies
B. Decreasing prominence of combined CEO/chair roles
C. Establishment of, and regularly scheduled meetings of, audit committees
A. Establishment of auditor oversight regulatory bodies
The interests of institutional investors are MOST LIKELY protected through:
A. pre-emptive rights.
B. related-party transactions.
C. dual-class share structures.
A. pre-emptive rights.
Which of the following is considered a principal committee in place on the boards of most major companies?
A. Risk committee
B. Nominations committee
C. Social and ethics committee
B. Nominations committee
The effectiveness of a board chair is BEST evaluated by:
A. engaging in direct dialogue with directors.
B. referring to a board self-assessment report.
C. assessing the quality of the directors on the board.
C. assessing the quality of the directors on the board.
Which executive remuneration concern is MOST LIKELY expressed by board members?
A. Across the market as a whole, executive pay rates continue to ratchet up.
B. Executive pay does not reflect the market performance of the shares.
C. The executive pay structure does not incentivize executives to deliver maximum value.
C. The executive pay structure does not incentivize executives to deliver maximum value.
French and US corporate governance practices are MOST LIKELY similar with respect to:
A. audit requirements.
B. institutional investor power.
C. board structure and type of chair.
C. board structure and type of chair.
Which element of enhanced auditor reports MOST LIKELY provides insight into the auditor’s assessment of the company’s financial controls?
A. Key audit matters
B. Scope of the audit
C. Performance materiality number
C. Performance materiality number
The governance analysis of a public equity investment will differ MOST significantly from that of an investment in:
A. fixed income.
B. sovereign debt.
C. property and infrastructure.
B. sovereign debt.
To reduce its budget deficit, the state, which is the majority shareholder in a large utility company, is requesting the full distribution of annual profits to shareholders. The company is heavily indebted. Which behavior would be MOST appropriate for the independent members of the board of directors?
A. Abstaining from voting on the matter of profits distributed to shareholders
B. Complying with the request of the major shareholder to avoid the rise of agency problems
C. Voting against the request of the major shareholder due to the long-term impact on the company
C. Voting against the request of the major shareholder due to the long-term impact on the company
Which of the following is specific to general mandate resolutions applying to companies established in Hong Kong SAR? Without seeking shareholders’ consent, a company’s board of directors can decide on additional share issuances of up to:
A. 5% of the share capital.
B. 10% of the share capital.
C. 20% of the share capital.
C. 20% of the share capital.
Which of the following reflects the role of a sunset clause?
A. Enables minority shareholders to exercise stock warrants
B. Reduces the risk of negative company performance related to dual-class shares
C. Protects company founders from class action lawsuits initiated by activist investors
B. Reduces the risk of negative company performance related to dual-class shares
A company in the oil and gas industry has 7 members on the board of directors with the following set of skills and experience:
Skills and Experience Number of Members
Oil and gas 4
Finance expertise 3
International business 3
Strategic planning 3
Audit and control 2
Public policy expertise 2
ESG issues related to oil & gas 1
To improve the structure of the board of directors, the company should seek to:
A. have all members knowledgeable in the oil and gas industry.
B. have a balanced number of members of the board for each set of skills.
C. hire another board member with expertise in ESG issues related to the oil and gas industry.
C. hire another board member with expertise in ESG issues related to the oil and gas industry.
The responsibility for fairly reporting a company’s financial position lies with the company’s:
A. external auditor.
B. audit committee.
C. board of directors.
C. board of directors.
One difference between the corporate governance practices in Japan and those in Germany (or Sweden) relates to the:
A. prevalence of single-tier versus two-tier boards.
B. requirement for appointing independent audit firms.
C. dominance of major shareholders in leading companies.
A. prevalence of single-tier versus two-tier boards.
In line with best global corporate governance practices, which of the following committees could consist of both independent and non-independent members?
A. Audit committee
B. Nominations committee
C. Remuneration committee
B. Nominations committee
According to the ICGN’s Global Governance Principles, which of the following would raise questions about the independence of a member of the board of directors? The director:
A. has been a member of the board for the last 3 years.
B. acted as the company’s executive before joining the board of directors.
C. has over 10 years of experience with one of the company’s competitors.
B. acted as the company’s executive before joining the board of directors.
What are the “two A’s” that lie at the heart of corporate governance?
A. Advocacy and alignment
B. Accountability and advocacy
C. Accountability and alignment
C. Accountability and alignment
Which of the following is LEAST LIKELY to explain why the role of the chair of a company’s board is important?
A. The chair sets the agenda for board discussions.
B. The chair helps ensure that all directors make their full contribution.
C. The chair will usually also be the CEO.
D. the chair leads the process of selecting and appointing new directors.
C. The chair will usually also be the CEO.
Which of the following is NOT a board committee expected to be established at all companies?
A. Audit
B. Risk
C. Remuneration
B. Risk
Which of the following scandals did NOT motivate the creation of the first corporate governance code?
A. Polly Peck
B. Enron
C. Caparo
B. Enron
Which of the following phrases is commonly used to describe the model created by the Cadbury Code for adherence to its principles?
A. If not, why not?
B. Apply and explain.
C. Comply or explain.
C. Comply or explain.
Which element of executive pay is MOST LIKELY to include some metric based on ESG performance?
A. Salary
B. Annual bonus
C. Long-term incentive or share scheme
B. Annual bonus
Which of the following does NOT typically raise questions regarding an individual director’s independence?
A. A recent senior role as an adviser to the company
B. Receiving share options in the company as part of an incentive scheme
C. Not having been on the board long enough to fully understand the business
C. Not having been on the board long enough to fully understand the business