Professional Documents
Culture Documents
Prelim-Good governance
Review Material
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Test I.
1. Corporation. an artificial Being created by operation of law, having the right of succession and
powers, attributes and properties expressly authorized by law or incident to its existence.
2. Artificial being. An attribute of a corporation which means that, by fiction of law a corporation is
juridical person whose personality is separate and distinct from its owners.
3. Created by operation of law. Means it will come into existence through a charter or a grant from
the state.
4. Right of Succession. A corporation can continue to exist even in death, incapacity or insolvency
of any stockholder or member.
5. Powers, Attributes and Properties. Means it is authorized to do activities within the purpose(s) of
its creation, it has its own traits, and it operates based on what has been expressly provided in the
charter including those that are considered incident to its existence as a corporation.
6. Management. Refers to the party given the authority to implement the policies as determined by
the Board in directing the course/business activities of the corporation, (SEC, Code of Corporate
Governance).
7. Creditors. Refers to the party who lend to the corporation goods, services or money.
8. Shareholders. Refers to people who invest their capital in the corporation.
9. Employees. Are those
corporation.
10. Clients. The party considered to be the very reason for the existence of the corporation.
11. Government. Has several interest in private corporations the most apparent of which are the
taxes that the corporations are paying.
12. Public. Has a stake in corporations considering that the latter provides the citizens with the
essentials such as goods, services, employment and tax money for public programs.
13. Purposes of a Corporation
a) Early Stage Survival
b) To increase Profit
c) To offer vital services to the General Public
d) To offer Goods and Services to the Mass Market
14. Stockholders. Are entitled to their profits as a result of a contract among the corporate
stakeholders.
15. Shareholders or Stockholders. are artificial or natural persons that are legally regarded as
owners of the corporation.
16. Right of shareholders
a) The right to vote on matters such as elections of the board of directors.
b) The right to propose shareholders resolutions.
c) The right to receive dividends.
d) Pre-emption right which is the right to purchase new shares issued by the company to
maintain its percentage of ownership in the company.
17. Shareholders. Are considered principals, and the directors and officers are considered agents
under the agency theory in governance.
18. Bondholder. Generally defined as a person or entity that is the holder of a currently outstanding
bond.
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19. Bond. An artificial certificate of indebtedness by the issuing corporation provides some
advantages on the holder of said instrument.
20. Bondholder. Will receive regular interest payments during the life of the bond computed at face
value multiplied by the interest rate.
21. Board of Directors. Refers to the collegial body that exercises the corporate powers of all
corporations formed under the Corporation Code (Sec Code of Corporate Governance).
22. Duties and Responsibilities of the Board of Directors.
a) Governing the organization by establishing broad policies and objectives;
b) Selecting, appointing, supporting and reviewing the performance of the chief executive;
c) Ensuring the availability of academic financial resource;
d) Approving annual budgets;
e) Accounting to the stakeholders the organizations performance.
23. Multinational corporations. Have investment in other in each country.
24. Transnational Corporation. Has been technically defined by the United Nations Commission,
Own and control production or service facilities outside the country in which they are based,
registered and operate operates in more than one country at a time.
25. Corporate governance. Is the Process and structure used to direct and manage the business
and affairs of the company towards enhancing business prosperity and corporate accountability
with the ultimate objective of realizing long-term shareholder value, whilst taking into account the
interest of other stakeholders.
26. Corporate Governance. Defined as the structures and processes by which companies are
directed and controlled.
27. Corporate Governance. Helps companies operate more efficiently, mitigate risk and safeguard
against mismanagement, and improve access to capital that will fuel their growth, it makes
companies more accountable and transparent to investors and gives then the tools to respond to
stakeholder concerns, including implementation of good environmental and social practices.
28. Fundamental objectives of corporate governance.
a) Improvement of Shareholder Value
b) Conscious Consideration of the Interest of Other Stakeholders
29. What Good Governance Promotes?
a) Transparency
b) Accountability
30. Benefits of Good Governance:
a) Reduced Vulnerability
b) Marketability
d)
e) 31. Agency Problem in Corporations
a) Agency Relationship and Cost
b) Goals of Financial Management
c) Managerial Compensation
g) 32. Financial Goals of Corporations:
a) To survive
b) To avoid financial distress ad
bankruptcy
c) To beat the competition
d) To maximize sales or market share
i) 33. Effects of Governance
a) Conflict of interest
b) Managerial Opportunism
c) Incurrence of Agency Cost
g) 34. Performance Incentives and disincentives
a) Pay dependent of Profit Level
b) Shares Incentives
c) Shareholders Intervention
c)
c)
Prudence
Credibility
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35. Non-executive director is a member of the Board of directors of the company who does
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