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Sophisticated investors like venture capital would expect to put in place strong corporate governance practices, to protect their investments and ensure that the business achieves its maximum potential. With the presence of nominees of investors, the board becomes stronger and more seasoned, which can monitor the actions of the management.

All major decisions can be board-driven, with fair and adequate disclosures to the board including of any conflict of interest. Your valuation is swelling, and you have received the big bucks from a variety of investors including the global private equity players and a few strategic investors.

Corporate governance assumes utmost significance at this stage given the stakes involved. Institutional investors would have their own requirements including on being governed by, an approved business plan, and internal policies on prevention of money laundering and corruption. At this stage, the board should ideally include experts and independent directors. Matters of significance can be delegated to different expert committees like audit committee, investment committee and compensation committee, which will then be ratified by the board.

The business would be managed by professionals and not entirely by the founders. Road to an initial public offering IPO : If the Company proposes to go public, the importance of corporate governance goes without saying. Allegations of mis-management and loopholes in corporate governance could have a huge negative impact on the IPO prospects. The company would need to ensure that highest standards of governance is maintained at all levels.

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There has to be a dedicated team of experts formulating and implementing governance, management and ethics policies. These can include:. View our resource centre. Breadcrumbs Home Resources What is governance? What do governance practitioners do? What is governance? Governance foundations Framework Structure Governance tools What do governance practitioners do? Responsibilities and duties of a governance practitioner A governance practitioner's responsibilities and duties can cover a broad spectrum of activity. Advising the board or governing body on corporate governance principles and the implementation of governance programs and risk management frameworks.

Developing, implementing, communicating and maintaining governance, risk and compliance policies, processes and procedures. Maintaining the corporate structure, including subsidiaries and associated administration.


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Implementing the corporate strategy especially giving effect to board decisions. In response to these observations, Richard Delbridge has been appointed to the Committee with effect from 1 January bringing with him a wealth of financial experience as part of a wide-ranging banking career including group finance director, HSBC Holdings PLC; group chief finance officer, National Westminster Bank PLC; and group finance director, Midland Bank.

During the course of the year, the Committee members met with members of local internal audit senior management teams. And in , as part of overseas trips and board meetings, more opportunities will be made available for the Committee to meet with local internal audit managers. The splitting of the Audit and Risk Committee will provide the benefit of enabling even more focus on risk issues. The membership of both the Audit Committee and the Risk Committee will be similar, albeit with different chairmen, to ensure that important synergies exist between the committees.

We believe that it is appropriate for the Chairman of the Risk Committee to have deep banking experience. As a result Jamie Dundas will chair this Committee. Four members will sit on both the Risk and Audit Committees providing important linkages between the two committees.

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The Risk Committee will be responsible for the oversight and review of fundamental prudential risks including credit, market, capital and liquidity in addition to operational risk policies and management. The Nomination Committee primarily focuses on the existing and future composition and balance of the Board and its committees. It seeks to ensure that the individuals in place are those best able to discharge the responsibilities required by Standard Chartered at all times. It also makes recommendations to the Board concerning the ongoing succession plans of both executive and non-executive directors and other senior executives.

In order to achieve this we believe that the Committee should consist of the Group Chairman, Group Chief Executive and the Chair of each board committee. In response to the board effectiveness review, the Committee last year identified and recommended two executive director appointments to the Board; Mike Rees with responsibility for Wholesale Banking, and Jaspal Bindra with responsibility for growth and governance in Asia. An external search consultant was used to assist in the identification of potential candidates for the Chairman and non-executive director appointments, taking into account the skills, knowledge and experience required to enhance the existing composition of the Board.

The Committee spent a considerable amount of time identifying the nature and criteria of the role of Chairman and the appointment of an external agency to assist in the selection process. As part of the process, after an extensive external search, a comprehensive list of candidates was matched by the Committee against the criteria for the role with all the short listed candidates including John Peace being considered by the Committee which recommended a shortlist of candidates to the Board.

Over the course of the year, the structure, size and composition of the Board and its ongoing leadership needs were continuously reviewed. Appropriate plans are in place to facilitate orderly succession to the Board and other senior management positions.

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The plans are designed to ensure our continued ability to compete effectively in the external marketplace. During the Committee played an important role in relation to our internal corporate governance review and our proactive contribution to the Walker and the Financial Reporting Council Reviews. Going forward, in order to ensure that the Committee can focus on key composition and succession issues we have decided to establish a separate Governance Committee that will, amongst other things, take over these governance matters.

The Committee felt that that it had become more rigorous in terms of process and reporting to the Board and had covered a wide range of issues over the year including a number of debates about good governance. During the year, the Sustainability and Responsibility Committee focused on strategic sustainability trends and our response, with renewed emphasis on renewable energy and environmental finance. Detailed discussions were held regarding our approach to responsible selling and marketing in both Consumer and Wholesale Banking, and the Committee continued to focus on environment and climate change.

It conducted a review of our progress in delivering high performance through our policies on diversity, along with sustainability communications and engagement. In our work with regard to sustainable initiatives was recognised by a number of award bodies. For a second successive year, Goldman Sachs through their GS SUSTAIN framework, rated Standard Chartered as one of the top seven banks in the world, best positioned to sustain long-term competitive advantage, based on a combination of returns, industry structural positioning and robust management of environmental, social and governance risks.

Further details on our sustainability agenda can be found on our website at www. As was the case with the other board committees, in conjunction with the board effectiveness review, a committee effectiveness review was also conducted.

Corporate Governance

The Committee felt that that the work performed to date has created a very good platform from which to enhance focus on those areas to be included with its refreshed remit. Over the course of , the Committee has improved in terms of the quality of the discussion which was consistent with the need to achieve closer linkage between our sustainability priorities and our core business strategy and has been successful in fostering the production of high quality external reporting of our position and actions in terms of corporate responsibility.

Following our internal corporate governance review in , the remit of the Committee will be significantly enhanced to include oversight and review of our brand positioning, reputational risk, customer centricity including Treating Customers Fairly , policy and sector position statements, regulatory relationships, culture and values, as well as broader sustainability, ethical and social legitimacy issues. The intention is that the Committee will be renamed the Brand and Values Committee.

This enhanced Committee will meet five times a year, rather than just three times as the Sustainability and Responsibility Committee previously met. Paul has a depth of experience in brand and sustainability management and this will be extremely valuable in optimising our brand value. Dr Han Seung-soo will play an important role in relation to this Committee, particularly given his prior experience as the United Nations Special Advisor on climate change.

We believe there is merit in forming a Governance Committee to provide a more formal and structured mechanism to considering corporate governance issues such as industry governance reviews as well as to drive and oversee the annual board effectiveness review process.


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  • Its remit will also include oversight of subsidiary governance. The creation of a separate Governance Committee was one of the recommendations from our internal corporate governance review and its creation will allow the Board and our Nomination Committee to spend more time concentrating on areas they cannot delegate. This Committee will meet three times each year and be chaired by John Peace, our Chairman.

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    Our Board is committed to managing risk and to controlling its business and financial activities in a manner which enables it to maximise profitable business opportunities, avoid or reduce risks which can cause loss or reputational damage, ensure compliance with applicable laws and regulations, and enhance resilience to external events. To achieve this, the Board has established a process for the identification, evaluation and management of the risks faced by Standard Chartered which operated throughout the year ended 31 December and to 3 March It should be recognised that such a process can only provide reasonable, not absolute, assurance against material misstatement or loss.

    This process is reviewed regularly by the Board and meets the requirements of the guidance entitled Internal Control: Guidance for Directors on the Combined Code issued by the Institute of Chartered Accountants in England and Wales in and revised in The systems of internal control of the Group is also subject to regulatory oversight in the UK and overseas.

    When looking at the components that contribute to exemplary corporate governance we believe that it is vital for companies to have an underlying culture with behaviours and values that supports effective corporate governance. Without such an embracing culture there is a higher risk that corporate governance principles will be applied with a strict compliance mentality rather than following the spirit of the principles that underpin strong corporate governance.

    Standard Chartered has an ethos of continuous improvement which facilitates review and improvement of practices and creates an environment where constructive challenge and collaboration is expected and welcomed. It is regarded as the responsibility of all employees to be responsive and vigilant to the environment in which they operate.

    Skip to main content. Standard Chartered Annual Report Home Business review Corporate governance Financial statements and notes Download centre. Role and responsibilities The Board is ultimately accountable for ensuring that, as a collective body, it has the appropriate skills, knowledge and experience to perform its role effectively.

    Independent non-executive directors The Board considers all the non-executive directors to be independent and free of any business relationship or other circumstance that could materially interfere with the exercise of objective, unfettered or independent judgment.

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    Review of performance Non-executive directors are initially appointed for a three year term. Board effectiveness We believe that board effectiveness reviews should go beyond mere performance evaluation, to assess the suitability of the governance processes that support the work of the Board. Our Board has been strengthened with the appointment of three non-executive and two executive directors.

    There will be an increased focus and emphasis on risk, competitor analysis, succession planning and the implications on future regulatory changes. The re-introduction of two overseas Board meetings and the introduction of more individualised engagement plans, briefing sessions and informal lunches and dinners are considered important and should continue. Structured engagement plans have been introduced.

    During there will be more opportunities for the Board to meet outside formal meetings at informal dinners and other gatherings. The diversity of the Board could be further enhanced by the appointment of a director from our footprint. More focus on the effectiveness and structure of board committees and the interaction of these with the full Board. The separation of the Audit and Risk Committee into two separate committees will take effect in The remit for the Sustainability and Responsibility Committee will be enhanced and a Governance Committee will be created.

    These board committees will be the enhancement of the interaction between these committees and the Board. The Board had a number of discussions over the course of , on the future of the industry and our position within it both formally at Board meetings and informally as well as with management in local markets.

    More time to be spent on strategic issues. There was a general strategic debate at the January Board; in March at the Dubai Board meeting, Consumer Banking and the strategy of shaping the future of banking was considered. In April, inorganic strategy was considered as well as during the year when considering specific inorganic opportunities.

    Over the course of the year, capital and liquidity management has been extensively debated. This took place in addition to the normal two day strategy offsite and led to some specific capital raising initiatives during the year. Reflections from the strategy offsite were discussed by the Board at the September Board meeting at which time the 12 month rolling agenda was also refreshed.

    The Head of Strategy met with each non-executive director to consider topics for the strategy offsite. Increased emphasis upon the importance of topics from the board committees being discussed at Board level. A number of briefing sessions were held covering risk control and remuneration policy issues. These were aimed at updating all non-executive directors on key issues that were being addressed by various board committees.

    More visibility regarding executive succession planning. The focus for the first half of , was on the appointment of a new Chairman.