PART 1. THIS STATEMENT IS TRUE OR FALSE? ( 5pts) 1. Board of directors is the governing body of limited liability companies. 2. Stakeholders of a company include government, board of director, managers, employees, media. 3. Duty of loyalty arises because the board of director is entrusted with governing money of other people. 4. Remuneration, prestige, powers.... are examples of interests and concerns of suppliers. 5. Duty of care means board of director has to act honestly, equally and independently. 7. Risk assessment, risk can only maned by the board of director. management. 8. Customers adopting substitute products is not a strategic risk. 9. Accountability is the director's obligation to inform about their past or future actions and decisions, to justify them, and to suffer punishment in the case of eventual misconduct. 10. Shareholders should have the right to be sufficiently informed on decisions concerning fundamental corporate changes. 11. Changing manufacturing technology and launching new product or service are examples of strategic risks raising from competitors. 12. Majority shareholders should be protected from abusive actions by, or in the interest of controlling shareholders acting either directly or indirectly, and should have effective means of redress. 13. Work council and employee stock ownership plans are performance - enhancing mechanisms for employee participation in corporate governance. 14. According to the societal perspective, corporate governance is the system by which companies are directed and controlled. 15. Corporate governance appeared only with the arrival of joint-stock, limited liability company. PART 2. THIS STATEMENT IS TRUE OR FALSE? EXPLAIN (5 pts) 1. The board of directors cannot delegate the approval of overall corporate strategy and direction to the management board. 2. A risk when company launches defected products to customers is called the operational risk because they make products inside the company. 3. Establishing and maintaining an ethical corporate culture is the only difference between Principles of Corporate Governance of OECD and of Vietnam. 4. Mr. Tran has been the CFO of company A since 2000. Thanks to his contribution, Company A's BOD want to appoint him as a board member at the same time, and Mr Tran will be the non-executive director according to the International Financial Corporation. 5. Ms, Le was the COO of company B. Due to her personal issues, she left the company B four years ago. This year, facing with big market crisis, company B want to invite her return to the company as a board member. If she agrees, Ms. Le will be the independent director of the company according to the International Financial Corporation