Q39. Edinburgh Limited, a publicly listed company, has a 12-person Board of Directors whose composition is as follows:

The Chairman is the past president of Edinburgh and was named Chairman his retirement four years ago, five members of senior management including the current president, and six outside directors.

Each member is elected for a two-year term and one-half of the positions stand for election every year. The three members of the audit Committee are all outside directors and have relevant financial experience. The Remuneration Committee is composed of the Chairman and two outside directors. Which of the following Actions would provide the greatest improvement in the corporate governance of Edinburgh Limited?

A. The Chairman of the Board should be an independent director.

B. All members of the Board of Directors should stand for election every year.

C. Edinburgh's Vice-President of finance should be a member of the audit committee.

D. Edinburgh's Vice-President of Human Resources should be a member of the remuneration committee.

[此贴子已经被作者于2007-10-29 20:17:47编辑过]

答案和详解如下：

Q39. A.  Study session 11-51-b

The Chairman is a former chief executive; he may not be independent from the firm and therefore the a\majority of the directors on the board are not independent. Having a former CEO as Chairman may also compromise independence as he might hamper efforts to uncover mistake made by him.

这块没怎么看

thanks a lot

thx

a

a