Corporate Governance

Description of Corporate Governance. Explanation.

Definition Corporate Governance. Description.

Corporate Governance are the policies, procedures and rules governing the relationships between the shareholders, (stakeholders), directors and management of a company, as defined by the applicable laws, the corporate charter, the company's bylaws, and formal policies. Primarily it is about managing top management, building in checks and balances to ensure that the senior executives pursue strategies that are in accordance with the corporate mission. It consists of a set of processes, customs, policies, laws and institutions affecting the way a corporation is directed, administered or controlled. Corporate governance governs the relationships among the many players involved (the stakeholders) and the goals for which the corporation is governed. The principal players are the shareholders, management and the board of directors. Other stakeholders include employees, suppliers, customers, banks and other lenders, regulators, the environment and the community at large.

3 Functions of Corporate Governance (Trickler, 1994):

1. Forming function: influence the forming of the corporate mission. A related important part of corporate governance deals with accountability, fiduciary duty and mechanisms of auditing and control. In this sense, corporate governance players should comply with codes to the overall good of all constituents.

2. Performance function: help improving the performance of the company, by judging strategy proposals brought forward by the top management or even actively participating in the strategy formation process. A related focus is economic efficiency, both within the corporation (such as the best practice guidelines) as well as externally (national institutional frameworks). In this "economic view", the corporate governance system should be designed in such a way as to optimize results. Some argue that the firm should act not only in the interest of shareholders, but also of all the other stakeholders.

3. Conformance function: ensure and monitor conformance to the corporate mission and strategy.

Note that the term "Corporate Governance" actually has multiple meanings:

• A legal meaning, depending on the country where a firm resides or operates.

• The processes by which companies are directed and controlled.

• Encouragement of companies' compliance with codes (as in corporate governance guidelines).

• A field in economics, which studies the many issues arising from the separation of ownership and control.

• The framework of rules, relationships, systems and processes within and by which fiduciary authority is exercised and controlled in corporations.

Corporate Governance regimes differ considerably between countries. In designing a corporate governance regime, 3 issues are particularly relevant (Trickler, 1994)

1. Board Structure (Two-tier / One-tier)

2. Board Membership (are employees represented or not)

3. Board Tasks and Responsibilities

The interest in Corporate Governance is seasonal, it can be said that low stock market levels are conducive for more attention for the governance practices within corporations. A recent example were the high-profile collapses of such firms as Enron and WorldCom and the burst of the Internet Bubble which let to a lot of attention for the topic, especially to Corporate Governance Rating. Critics said however that had Sarbanes-Oxley preceded Enron they probably would have checked the boxes on that too.

Corporate Governance is strongly related to other concepts such as Corporate Transparency, Corporate Accountability, and Corporate Responsibility.

Forum

- Nottingham

Principal Agent Problems

"I need to understand the principal agent problems that arises in organisation. Thanks..."

0

Nyanseme D. M. - Kenya

HR Involvement in CG

"What is the role of the HR Director in corporate governance?"

0

ADANRI,Oludare - Nigeria

Circumventing Corporate Governance

"The success of corporate governance anywhere in the world depends largely on the governed. Top management with corrupt frame of mind will do everything to circumvent corporate governance."

3

echristo - Australia

Culture and Corporate Governance

"I would be interested to read viewers' comments on culture-based differences in the ways senior managers' strategies for overseas expansion take account (or do not take account) of corporate governance."

1

- Philippines

General Reaction

"I find this site most enlightening, even if I cannot react that much till now. So high-powered, and global. If only governments all follow CG principles!"

-1

Richard - Ghana

Corporate Governance and Strategy

"How is corporate governance related to strategic management in an organization?"

2

- Scotland

Definition of Corporate Governance

"Corporate governance is the set of processes, customs, policies, law and institutions affecting the way a corporation is directed, administered or controlled. An important theme of corporate governance is to ensure the accountability of certain individuals in an organization through mechanisms that try to reduce or eliminate the principal agent problems."

0

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Compare also: Compliance Officer  |  Corporate Mission  |  Shareholder Value Perspective  |  Stakeholder Value Perspective  |  Chairman of the Board  |  Chief Executive Officer

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End of description Corporate Governance. An explanation.