C. Corporate Governance Flashcards
is a concept introduced in the 1970s. It was put in place to protect the various stakeholders of corporations and prevent corporate scandals and or failures from happening.
Corporate Governance
the father of corporate governance
Tricker
defined it as a way to control or govern a corporation.
Corporate Governance
is a process that allows internal and external mechanisms to ensure that the resources of the company are optimized for the benefit of stakeholders.
It is a part of risk management.
Governance
is a strategic direction for all organizations because the long term sustainability of organizational activity is dependent on the proper governance of their resources.
Good Governance
is applied to all forms of organizations regardless of their structure: private or publicly owned, profit and nonprofit, cooperative, missionary institutions, government-owned and controlled corporations, NGOs or any organized entity.
Good Governance
True or False:
Corporate governance in the country is similar with its East Asian counterparts – family-ownership structure.
True
This is referred to as among the weakest attributes of corporate governance in the country if gauged against the codes on control (monitoring function) and transparency (reporting) is concerned.
family-ownership structure
The concentration dilemma happens in two forms:
(1) Low Concentration (high dispersion)
(2) High Concentration (low dispersion)
Two features of corporate ownership among East Asian countries:
(1) Concentration
(2) Composition
occurs when majority of the ownership is held by several majority and minority shareholder.
Low Concentration
occurs when majority of the ownership is held by a small number of major stockholders.
High Concentration
True or False:
In low concentration, conflict arises between shareholders and board of directors.
False ; shareholders and managers
True or False:
In high concentration, conflict arises between majority and minority shareholders.
True
True or False:
In an Asian Development Bank study (2000), 46% of corporations in the Philippines were under family control. Because of this, it bred a culture of shareholdings, absence of independent directors, related party-lending, and evasion of single borrower limits.
True
True or False:
Most publicly-listed Philippine companies allocate a maximum number of shares to be classified as public corporation.
False ; only a minimum
refers to the owners or shareholders which can be in the form of individuals, a family or family group, a holding company, a bank, an institutional investor or non-financial corporation.
Composition
Five Problems with Composition
(1) Ownership of banks by corporate groups
(2) Non-separation of decision management and decision control
(3) Transparency
(4) Legislature
(5) Asian cultural imprint
True or False:
forming corporate groups is the means by which large shareholders controlled their investments through allocation in various businesses.
True
True or False:
Ownership of banks by corporate groups weakens corporate governance because it diminishes the capacity of banks to be effective control agents because these are in the best position to gauge the efficiency of the corporate group’s investment and financing activities.
The inclusion of banks equates to easier financing not monitoring.
True
True or False:
Non-separation of decision management and decision control when owners and directors effectively centralized and combined these functions at the board level, is one of the problems with concentration.
False ; problems with composition
True or False:
The need for transparency and disclosure is crucial in a relationship-based transaction environment where insiders exercise control over the degree of information disclosure or information asymmetry.
False ; not crucial
stated that disclosure influences the behaviors of companies and protects investors.
OECD Principle
True or False:
information asymmetry lends to withholding information on impropriety and management practices, making it difficult to monitor misdeeds, making the culprit accountable for their misbehavior.
False ; information symmetry
True or False:
In Legislature, disclosure clauses of both the SEC and auditing firms are strong and not generic.
Disclosure provides stockholders with accurate and timely information to protect their interests.
False ; weak and too generic
is among the cornerstones of the Principle of Corporate Governance
Shareholder protection
True or False:
Ownership structure lends to digressions of transparency, so regular monitoring should be conducted more often.
True
Asia does not have a tradition of strong disclosure.
Asian cultural imprint
True or False:
Governance and management are the same.
False ; two different areas
focuses on the day-to-day operations of an organization.
Management
True or False:
Executives and directors in management ensure that the company is run well and brings profit to its shareholders.
False ; Executives and Managers
is carried out by the board of directors/trustees who governs the organization making sure that it is efficiently and effectively run by management.
Governance