Amazon Final MBA

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Governance In Amazon

Governance In Amazon

Governance Structure:

There are three types of governance structures:


 Internal mechanisms establish reporting lines and performance measures that help monitor an
organization’s activities to ensure the business stays on track.
 independent internal audits, levels of responsibility for the board of directors and policy
development and control segregation.
 External mechanisms come from outside of the organization.
Governance In Amazon
1- Board Leadership

 The Board is responsible for the control and direction of the Company. The Board
represents the shareholders and its primary purpose is to build long-term shareholder value.
The Chair of the Board is selected by the Board, and Jeff Bezos, our founder, currently
serves as Executive Chair.

Some Examples of Governance:

Director Independence
 The Board has determined that the following directors are independent as defined by
Nasdaq rules: Gen. Alexander, Ms. Cooper, Ms. Gorelick, Mr. Huttenlocher, Ms. McGrath,
Mrs. Nooyi, Mr. Rubinstein, Ms. Stonesifer, and Mr. Weeks.
Governance In Amazon

2- Committees
The current committees of the Board are the Audit Committee, the Leadership Development and
Compensation Committee and the Nominating and Corporate Governance Committee.

a) Audit committee
 The Committee assists the Board of Directors in fulfilling its oversight responsibility relating to:
 The Company's financial statements and financial reporting process
 The qualifications, independence and performance of the Company's independent auditors;
 The Company's compliance with legal and regulatory requirements.
 The Committee meets at least four times a year.The Committee periodically meets separately in
executive session with the senior internal audit executive, management and the independent
auditors. The Committee reports regularly to the full Board of Directors with respect to its
activities.
 Members: Indra K. Nooyi, Keith B. Alexander, Wendell P. Weeks
Governance In Amazon

B-Leadership Development and Compensation Committee


 The Committee assists the Board of Directors in fulfilling its oversight responsibility relating to:
 Evaluating the Company’s programs and practices relating to talent and leadership
development;
 Establishing, reviewing, and reporting compensation of the Company’s executive officers;.
 Overseeing management of risks for succession planning and compensation.
 Overseeing the Company’s strategies and policies related to human capital management
 .Members: Judith A. McGrath, Edith W. Cooper, Daniel P. Huttenlocher

C- Nominating and Corporate Governance Committee


The purpose of the Committee is to:
 Review and assess the composition and compensation of the Board.
 Assist in identifying potential new candidates for Director.
 Recommend candidates for election as Directors.
 Oversee the Company’s environmental, social, and corporate governance policies and
initiatives.
 Members: Jamie S. Gorelick, Jonathan J. Rubinstein, Patricia Q. Stonesifer
Governance In Amazon

3 - Code of Business Conduct and Ethics:

 Employees who are unsure whether their conduct or the conduct of their coworkers
complies with the Code of Conduct should contact their manager or the Legal
Department.
 Employees report any suspected noncompliance as provided in the Legal Department's

 Employees must follow applicable laws, rules and regulations at all times.
 Employees with questions about the applicability or interpretation of any law, rule or
regulation, should contact the Legal Department.
Governance Improvement
How to Improve governance

 Increase the diversity of the board of directors.


The board of directors should be composed of a diverse group of individuals with different skills and
experiences. This will help to ensure that the board is able to provide a more balanced and informed
perspective on the company's decisions.

 Strengthen the role of the audit committee.


The audit committee should be composed of independent directors who have experience in financial
reporting and auditing.

 Increase the transparency of the decision-making process.


The company should make more information about its decision-making process available to shareholders
and the public. This will help to build trust and confidence in the company's governance.

 Give shareholders more power to hold the board of directors accountable.


Shareholders should have the right to vote on important corporate decisions, such as the election of board
members and the approval of mergers and acquisitions. This will help to ensure that the board of
directors is responsive to the needs of shareholders.
Thank you

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