ACCOUNTING 101
Director Independence
An independent director, in corporate governance, refers to a member of a Board of Directors who does not have a material relationship and/or interest with a company (“either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company”) and is neither part of its Executive Team nor involved in the day-to-day operations of the company.
Director Capacity
A director would be deemed to have capacity if in all instances he/she acts in the best interest of the company in discharging his/her duties.
Capacity will further be evidenced by certain actions such as:
- Not holding more than four (4) directorships in companies with an annual turnover of at least US$5 million.
- Director has knowledge and experience in the role he/she fulfills as a member of a Board of Directors.
- The Director participates and contribute to the decision making on behalf of the company.
Auditor Independence
The Auditor (meaning an audit firm) will be deemed independent if not in office as an auditor for a period exceeding 10 years.
While in office, the auditor be seen to be able to report independently without undue influence and/or pressure by management of the company. Independence requires integrity and an objective approach to the audit process. The concept requires the auditor to carry out his or her work freely and in an objective manner.
Shareholder Influence
Shareholding of at least 20% in the company would be deemed as having a significant influence in the direction of the company, and ability to influence certain decisions taken by the Board of Directors.
Minority shareholders can take legal action if they feel their rights are being unfairly prejudiced.