Management & Corporate Governance
The board, the disclosures, and the signs that reported numbers need a closer look. 16 topics.
Corporate Governance
The system by which a company is directed and held to account: the board, the rights of shareholders, disclosures, and the controls around management.
Independent Directors
Directors who are not promoters, executives, or related parties, and who meet the regulatory tests of independence.
Board of Directors
The body elected by shareholders to direct the company and oversee management.
Related Party Transactions (RPT)
Deals between the company and its promoters, subsidiaries, key managers, or their relatives and entities.
Promoter Remuneration
Pay, commission, and perquisites taken by promoter directors from the company.
Auditor Qualifications
Points in the audit report where the auditor disagrees, or is unable to conclude, so the opinion is qualified, adverse, or a disclaimer.
Auditor Resignation
The statutory auditor leaving before the term ends.
Management Commentary
The narrative in which management explains performance, risks, and outlook. In a full annual report this overlaps the MD&A.
Annual Report
The yearly document that combines the financial statements, the auditor's report, the directors' report, and the governance disclosures.
Management Discussion and Analysis (MD&A)
The section of the annual report where management discusses results, industry conditions, risks, and the internal-control view.
Corporate Actions
Events that change the securities or the cash attached to them: dividends, splits, bonuses, rights, mergers, and buybacks.
Minority Shareholder Rights
The protections available to shareholders who do not control the company.
Corporate Governance Score
A vendor's or an exchange's numerical grade of governance practices.
Earnings Manipulation
The deliberate distortion of reported profit, within or outside the accounting rules, to hit a target or hide a trend.
Window Dressing
Actions taken just before a reporting date to make the statements look stronger than the typical day.
Accounting Red Flags
Patterns in the statements that have often preceded restatements, write-offs, or profit disappointments.