问题三重点关注非执行董事。A部分要求考生解释什么是利益冲突，并分析当非执行董事的候选人，John Soria，成为了KK公司的非执行董事后会引起什么利益冲突。B部分要求考生仔细考虑在一个发展期内非执行董事们会给KK公司的董事会带来什么益处。C部分的题目比较容易做答。比较容易错的一题是列出年报的内容，主要是年报中关于公司管理的部分，而不是所有内容。
Question Three
This was a question focussing on issues of non-executive directors but,in part (c),asking about corporate governance reporting and its importance in investor information provision.The case was about KK Company and its need to fill a vacant non-executive directorship.Issues were raised because the nominee was less than ideal because of a number of conflicts of interest.
Part (a) asked candidates to explain what a conflict of interest was and then to discuss the conflicts of interest that would arise if John Soria,the nominee for the position,became the NED of KK Company.This was done well overall,with many candidates scoring well on both tasks.
There was a difference in part (b) between candidates who attempted to analyse the case and carefully consider what the question was actually asking,and those who seemed to think that questions asking about the non-executives should be answered in terms of the four general roles (people,risk,strategy,scrutiny).The question asked specifically about how NEDs would benefit the KK board during a period of growth and this required candidates to carefully consider the particular circumstances in question.Those candidates that carefully considered the case and the particular advantages that NEDs could bring during a period of rapid growth achieved the highest marks on this question.
Part (c) was actually asking something quite straightforward: what would a good corporate governance section of an annual report contain.In many countries,a substantive CG section is either mandatory or prescribed under listing rules.Reports in the UK and other developed and developing economies,for example,often have several pages of content called ‘corporate governance’ or similar.These are intended to allow the company to report on each of the measures that are important for ensuring the sound stewardship of company value.This underlines the importance of candidates being aware of a range of reporting issues.Inspecting the annual reports of most large companies would be a way of becoming familiar with corporate governance reports.
One common error was to answer as if the question was asking about the contents of an annual report (chairman’s statement,income statement,etc.).It was asking about the corporate governance section in an annual report and not about the annual report in its entirety.
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