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企业治理基本上是一类概念，已经有成千上万个定义来描述这个概念，主要是因为它和企业经济地位息息相关。最基本的定义是企业治理是一个系统，用于调节商业企业管理效率，涉及实践、合同和法规中的特定原则。 企业治理是政策、程序和规则，协调一个企业的股东、董事和管理层的关系，受到适用法律、企业章程和正是法规的限制。 一个企业的企业治理包括有准确的价值和定义，例如董事会职权的有效释放能够带来更好的表现，如果企业治理基本原则或实践准则没有被遵守将给企业经济状况带来负面影响。 乐购的企业治理可以分为： 有效的董事会 主席兼执行主管有自己的责任 董事的独立性和平衡 董事的任命 委员会 提名委员会 审计委员会 薪酬委员会 董事会绩效评估 风险管理和内部控制 Corporate governance basically is a kind of concept that has been described with thousands of definitions because of its relations to economic positions of the companies.The most basic ones that can be conceptualised are as Corporate governance is a system that regulates efficiency in management of business companies involving of certain codes of practice,contracts and legislations. Corporate Governance are the policies, procedures and rules governing the relationships between the shareholders, (stakeholders), directors and management of a company, as defined by the applicable laws, the corporate charter, the company's bylaws, and formal policies'. ZAWAIDEH, M. (2003).Definition of Corporate Governance 乐购企业治理——Corporate Governance in TESCO Plc. Corporate governance of a company encompassing with high defined values and plans i.e efficient discharge of board responsibilities towards the interest of shareholders can produce good performance.if the basic principles or codes of practice of corporate governance is not followed may lead to deterioration in the economic and financial performance of a company. Corporate governance under Combined code in TESCO plc. can be summarised by dividing into sub-categories. Effective board Chairman and executive having their own responsibilities Balance and Independence of directors Appointments of directors Committees Nomination committee Audit Committee Renumeration Committee Board performance evaluation Risk management and Internal Controls Effective board of any company forms the backbone towards good performance and stability of company. Consistent growth and success of Tesco plc. during recent years shows that company has potentially qualified and highly experienced board of directors.Moreover taking consideration into Tesco plc. annual report it is also clearly visible that board of directors are aware of goals and objectives related with the company. Northcote Internet Pvt Ltd(NO DATE).Tesco Plc. Chairman and chief executive officer form as two main pillars of the company. Vital activities necessary in smooth progress of the company depends on the shoulders of chairman and chief executive officers. Company having, chairman and chief executive officers, distributed responsibilities and accountabilities fall under provisions of good governance. Considering Tesco plc. set of responsibilities and duties for chairman(Sir David Reid) and chief executive officer(Sir Terry Leahy) are very well distributed therefore avoiding any way of decisions to be taken by a single person.The shareprice of the company is also maintaining good consistency ,because of trustworthy relations between shareholders and chairman. Morningstar (NO DATE) Tesco Impresses with First Half Results (Management and stewardship). Balance between the directors in the board is one key point in maintaining the stability and financial progress of the company. if the balance between the board of directors in a company is not present, the company cannot flourish unanimously. Taking consideration into tesco plc,the company has 15 members in the board where eight are executive directors and seven are non-executive directors. According to combined code atleast half of the board should be comprised of directors that are independent and there should be balance, whereas in case of Tesco plc balance between board of directors is not attained,this also raises the question of independence among the directors. Appointment of board for a company is another essential footstep that has to be followed on a regular basis in order to maintain the standard of required skills and experience. Generally the election in a company is held annually, which is the best way of practising and complying with combined code. In accordance with Tesco plc the election of board is held every three years,which is not very well regulated. Morningstar (NO DATE) Tesco Impresses with First Half Results (Management and stewardship). [WEBSITE].AVAILABLE FROM: http://www.morningstar.co.uk/uk/news/article.aspx?lang=en-GB&articleid=82979&categoryid=660 [ACCESSED:10 NOV 2009]. The Committee structure provides company to perform in parts and give out united results by concentrating on key areas.cosidering Tesco plc. ,it is divided into three important committees namely Nominations Committee Remumeration Committee Audit Committee Nomination committee The Committee's purpose is to mould the approach of TESCO to concerns of corporate governance and, from time to time, to review such approach and make recommendations to the Board of TESCO in respect of such matters. In addition, the Committee shall advise the Board on corporate governance and related matters.the committee is chaired by David Reid.as it can be percieved re-election in tesco happens to be every three year so nomination process needs to be improved ,may be it can be reduced to one year process which can explore new talents and experiences Audit committee The Committee's purpose is to represent and assist the Board of Directors with oversight of the integrity of TESCO's accounting and financial reporting processes (including related internal controls) and the audits of the financial statements of TESCO. Management is responsible for the TESCO's accounting and financial reporting processes. The external auditors are responsible for the audit within accepted auditing standards of TESCO's accounting and reporting process and reporting the results of that audit to the Committee. Tesco Corporation(2008).Audit committee charter. Remuneration Committee Remuneration committee is basically designed for remuneration of directors,employees or staff in a proper and efficient way.In a statement, Tesco said: "Remuneration for the main board reflects the highly competitive environment in retail and the need to recruit and retain the best people.An independent remuneration committee approves rewards, linking them to challenging long-term performance targets. If these targets are not met, the rewards diminish." Breakingnews.ie(2003).Tesco chief gets 15% pay and benefits boost. [WEBSITE].AVAILABLE FROM: http://www.breakingnews.ie/archives/2003/0511/business/snidojeykf/ [ACCESSED ON:11 NOV 2009] |
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