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Chapter 8: Directors and Board Structure

Complete the fill-in-the-blank questions below to test your knowledge of the material in chapter 8 of the textbook.

1

Chapter 8 - Question 1

The unitary board is one type of board structure, the other type is the board.

The unitary board is one type of board structure, the other type is the dual board.

The unitary board of directors is the form of board structure characterized by one single board comprising both executives and non-executive directors. The dual board consists of a supervisory board and an executive board of management where there is a clear separation between the functions of supervision and management.

Page reference: 115/116

The unitary board is one type of board structure, the other type is the dual board.

The unitary board of directors is the form of board structure characterized by one single board comprising both executives and non-executive directors. The dual board consists of a supervisory board and an executive board of management where there is a clear separation between the functions of supervision and management.

Page reference: 115/116

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2

Chapter 8 - Question 2

The Chief Executive is responsible for the running of the company's business whereas the is responsible for the running of the board.

The Chief Executive is responsible for the running of the company's business whereas the Chairman is responsible for the running of the board.

Best practice is to split the roles of Chief Executive and Chairman as if they are combined in one individual then that individual may hold too much power which could be detrimental.

Page reference: 120/121

The Chief Executive is responsible for the running of the company's business whereas the Chairman is responsible for the running of the board.

Best practice is to split the roles of Chief Executive and Chairman as if they are combined in one individual then that individual may hold too much power which could be detrimental.

Page reference: 120/121

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3

Chapter 8 - Question 3

The three most commonly adopted board sub-committees are the audit committee, the remuneration (compensation) committee and the committee.

The three most commonly adopted board sub-committees are the audit committee, the remuneration (compensation) committee and the nomination committee.

The nomination committee helps provide a formal and transparent process for the nomination and appointment of new directors.

Page reference: 123/124

The three most commonly adopted board sub-committees are the audit committee, the remuneration (compensation) committee and the nomination committee.

The nomination committee helps provide a formal and transparent process for the nomination and appointment of new directors.

Page reference: 123/124

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4

Chapter 8 - Question 4

A Independent Director may be appointed as an additional communication channel for shareholders.

A Senior Independent Director (SID) may be appointed as an additional communication channel for shareholders.

The SID should be one of the independent non-executive directors. The non-executive directors should meet without the chairman being present at least annually in order to appraise the chairman's performance, and on other occasions as necessary.

Page reference: 121

A Senior Independent Director (SID) may be appointed as an additional communication channel for shareholders.

The SID should be one of the independent non-executive directors. The non-executive directors should meet without the chairman being present at least annually in order to appraise the chairman's performance, and on other occasions as necessary.

Page reference: 121

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5

Chapter 8 - Question 5

In relation to one of the key board committees, the Combined Code (2006) states that 'the board should satisfy itself that at least one member of the committee has recent and relevant financial experience'.

In relation to one of the key board committees, the Combined Code (2006) states that 'the board should satisfy itself that at least one member of the audit committee has recent and relevant financial experience'.

Page reference: 123

In relation to one of the key board committees, the Combined Code (2006) states that 'the board should satisfy itself that at least one member of the audit committee has recent and relevant financial experience'.

Page reference: 123

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