Tesla's Corporate Governance Overview

TESLA’S CORPORATE
GOVERNANCE
 
Corporate Governance
Definition
.
 
Corporate governance is a system of rules,
practices and processes by which a company is
directed and controlled.
It refers to the way in which companies are
governed and identifies who has power and
accountability and who makes decisions.
 
Tuesday, February 2, 20XX
 
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2
 
Issues in Tesla’s Corporate Governance
 
CONFLICT OF INTEREST
 
 Musk's August 13 blog post was the first time  Musk made a
statement as a potential buyer of  Tesla, but if true, Tesla's
board should not have authorized him to speak to key
shareholders at this stage (which we learned they did in the
same blog post).
 If Musk were a serious potential buyer, he would be on both
sides of a potential transaction: as the current CEO, Chairman,
and a significant shareholder of the company versus as the
potential buyer of the company. This is a conflict of interest,
including under Tesla's Code of Business Conduct and Ethics.
 
 
 
 
 
Tuesday, February 2, 20XX
 
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3
 
Cont.…
 
GOVERNANCE STRUCTURE
 
 Tesla’s Board of Directors has 9 members who
are responsible for setting standards for the
Company’s stakeholders. It is their duty to serve
as prudent fiduciaries for shareholders and to
oversee the management of the Company's
business.
 To discharge this duty, the Board of Directors
follow the procedures and standards that are set
which are subject to modification regularly as the
Board of Directors deems appropriate in the best
interests of the Company .
 
SEGREGATION OF DUTIES
 
 
Some of Tesla’s board members have other
duties within the company which leads to the
threatening of their independence as they make
decisions considering their other duties.
 Solution: Tesla added 2 independent board
members who have no previous business or
personal ties with the CEO.
 
Tuesday, February 2, 20XX
 
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4
 
Cont.…
 
 SUSTAINABILITY
 
 Taking a proactive approach to safety by
requiring production employees to participate in
a multi-day training program before going to the
factory floor, Tesla also continues to provide on-
the-job training and track performance daily so
that improvements can be made quickly. This
increases Tesla’s safety rate  while production
ramps.
 Tesla also has a Gigafactory 1, a facility designed
to reduce battery cell costs and support its
automotive and energy products by bringing cell
production in-house, Tesla manufactures
batteries at the volumes required to meet
production goals, while creating thousands of jobs
 
 DIRECTORS’ INDEPENDENCE
 
 
Tesla wouldn't comment about its directors, and
members reached did not return messages. But
the company pointed to its proxy statement that
said seven of nine members are considered
independent based on standards set by the
Nasdaq stock market, on which Tesla stock trades.
 
Tuesday, February 2, 20XX
 
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5
 
Cont.…
 
CONTROL
 
 
Regarding public statements, Tesla was sued for online
comments made by CEO Musk about a possibly taking the
publicly traded company private. Tesla was sued for charges
that the post misled investors. It led to Tesla and Musk each
paying a civil penalty of 20 million dollars.
 Solution: Tesla appointed two additional independent
directors and created a permanent board committee of
independent directors charged with overseeing controls
governing public statements. The company enhanced controls
with Musk’s public communications regarding Tesla and to pre-
approve any written communications that contain or
reasonably could contain information material to Tesla or its
stockholders.
 
 
 
 
 
 
Tuesday, February 2, 20XX
 
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6
 
Tuesday, February 2, 20XX
 
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7
 
Thank You !
 
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Tesla's corporate governance focuses on a system of rules and practices that direct and control the company. This includes defining power, accountability, decision-making roles, and potential conflicts of interest within the board of directors. Key issues discussed involve conflicts of interest, segregation of duties, governance structure, sustainability, and director independence. Solutions like adding independent board members and promoting safety initiatives are highlighted to enhance governance effectiveness.

  • Tesla
  • Corporate Governance
  • Conflict of Interest
  • Board of Directors
  • Sustainability

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  1. TESLAS CORPORATE GOVERNANCE Group Members 111984 Ngovi Elizabeth 111579 Ivy Omoyo 111507 Faith Kasendi 111708 Christine Mutheu 111302 Joseph Okello 105575 Kilatya Derrick 109902 Stephen Richard

  2. Corporate Governance Definition. Corporate governance is a system of rules, practices and processes by which a company is directed and controlled. It refers to the way in which companies are governed and identifies who has power and accountability and who makes decisions. Tuesday, February 2, 20XX Sample Footer Text 2

  3. Issues in Teslas Corporate Governance CONFLICT OF INTEREST Musk's August 13 blog post was the first time Musk made a statement as a potential buyer of Tesla, but if true, Tesla's board should not have authorized him to speak to key shareholders at this stage (which we learned they did in the same blog post). If Musk were a serious potential buyer, he would be on both sides of a potential transaction: as the current CEO, Chairman, and a significant shareholder of the company versus as the potential buyer of the company. This is a conflict of interest, including under Tesla's Code of Business Conduct and Ethics. Tuesday, February 2, 20XX Sample Footer Text 3

  4. Cont. SEGREGATION OF DUTIES GOVERNANCE STRUCTURE Tesla s Board of Directors has 9 members who are responsible for setting standards for the Company s stakeholders. It is their duty to serve as prudent fiduciaries for shareholders and to oversee the management of the Company's business. Some of Tesla s board members have other duties within the company which leads to the threatening of their independence as they make decisions considering their other duties. Solution: Tesla added 2 independent board members who have no previous business or personal ties with the CEO. To discharge this duty, the Board of Directors follow the procedures and standards that are set which are subject to modification regularly as the Board of Directors deems appropriate in the best interests of the Company . Tuesday, February 2, 20XX Sample Footer Text 4

  5. Cont. SUSTAINABILITY DIRECTORS INDEPENDENCE Taking a proactive approach to safety by requiring production employees to participate in a multi-day training program before going to the factory floor, Tesla also continues to provide on- the-job training and track performance daily so that improvements can be made quickly. This increases Tesla s safety rate while production ramps. Tesla wouldn't comment about its directors, and members reached did not return messages. But the company pointed to its proxy statement that said seven of nine members are considered independent based on standards set by the Nasdaq stock market, on which Tesla stock trades. Tesla also has a Gigafactory 1, a facility designed to reduce battery cell costs and support its automotive and energy products by bringing cell production in-house, Tesla manufactures batteries at the volumes required to meet production goals, while creating thousands of jobs Tuesday, February 2, 20XX Sample Footer Text 5

  6. Cont. CONTROL Regarding public statements, Tesla was sued for online comments made by CEO Musk about a possibly taking the publicly traded company private. Tesla was sued for charges that the post misled investors. It led to Tesla and Musk each paying a civil penalty of 20 million dollars. Solution: Tesla appointed two additional independent directors and created a permanent board committee of independent directors charged with overseeing controls governing public statements. The company enhanced controls with Musk s public communications regarding Tesla and to pre- approve any written communications that contain or reasonably could contain information material to Tesla or its stockholders. Tuesday, February 2, 20XX Sample Footer Text 6

  7. Thank You ! Tuesday, February 2, 20XX Sample Footer Text 7

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