Internal and External Corporate Governance

Corporate Governance
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Corporate Governance > Best Practices > Internal and External Corporate Governance

Internal and External Corporate Governance
Jaap de Jonge, Management Consultant, Netherlands
Corporate Governance (CG) can be viewed as the system by which companies are directed and controlled. Also companies can be held accountable by CG, limiting managerial discretion in order to protect the interests of outsiders in the corporation. These 'outsiders' can be shareholders, stakeholders, other interested parties or even society as a whole. Any CG 'system' consist of a large number of mechanisms. We can broadly categorize CG mechanisms into two groups: 1. Internal Corporate Governance Internal corporate governance encompasses the controlling mechanisms between various actors inside the firm: the company’s management, its board and the shareholders. In this form, the shareholders and other constituents 'delegate' the controlling function to internal entities or mechanisms, such as the Supervisory Board (in case of two-tier board) or the Board of Directors (one-tier) and/or special committees. Examples of internal corporate governance mechanisms:
 

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