The scenario
A company secretary preparing the annual corporate governance section of a proxy statement needs an org chart for shareholder disclosure.
What is in this drawing
Read the decisions behind it.
01Board committees are children of the Board node
they report to and are composed of board members, not executives.
02Internal Audit uses a dotted line to Audit Committee
functional independence: admin reporting to CEO, oversight to Audit Committee.
03CLO has Compliance as direct report
separating legal and compliance under one chief prevents siloing.
Add a Risk Committee for regulated industries; show advisory board members as dotted-line reporters to the Board.
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