CHAPTER 3 Flashcards
10 Practical Tips For Good Governance
Balance board composition
Evaluate the board regularly
Ensure directors independence
Ensure auditors independence
Be transparent
Define shareholders right
Aim for long tem value creation
Manage risk
Follow sustainability best practice
Document policies and procedures
If all board members have the same level of experience and similar skill sets, you will not find the diversity of opinion required to rigorously challenge the company’s strategy and ensure it is watertight.Greater diversityon boards introduces new ways of thinking and creative methods of solving problems, which prevent directors from resting on their laurels.
Board diversity is all about filling gaps in boardroom expertise to provide a broader range of viewpoints and a fresh perspective using strategic succession planning.
Balance board composition
— A diverse boardthat works well on paper is one thing, but how they actually perform in real life is another thing altogether. This is why regular evaluations are important.
— They help you track progress over a period of time and understand where your own strengths lie as well as give you a good understanding of the areas that need improvement.
— Evaluations are mandatory in some jurisdictions, but they are also important, no matter what the legislation mandates. They are critical to building sound corporate governance and stakeholder value.
— Open communication and transparency in the evaluation process breed confidence and trust within the company and help you in your efforts to grow that diverse board of directors.
— Evaluations should not be a tick-the-box exercise; they should feature candid, in-depth conversations that give you real data to work with to instill a culture of continuous improvement.
Evaluate the Board Regulary
— Independence desirable on a board that wants to break away from safe, conservative thinking. Forward-looking boards need directors that are not afraid to think outside of the box, rather than simply continue down the same road the company has always taken.
—It helps create innovation and avoid stagnation.
In addition, independent directors are more likely to provide insights that benefit the shareholders, given their different perspective on matters
Ensure Directors Independence
Undue influence over the work of audit committees and independent auditors is a concern in terms of corporate governance. Investors need to know that they can trust the financial reporting that an issuer makes, so independence is key to show that the reports are accurate and tell the true tale of the company.
Ensure Auditors Independence
— The previous point feeds into this one. It is essential for good corporate governance.
— The openness and willingness to share accurate, clear and easy-to-understand information with stakeholders, including shareholders, breeds trust and solidifies a business’s reputation.
— This means that organizations have toaccurately report the bad news as well as the good. Trying to avoid negative publicity only to be found out later is more damaging for a business and its reputation. Full disclosure breeds integrity.
— Create a plan of what you will share with shareholders and how often so that they can see that your intention is to be as transparent as possible.
Be Transparent
— Shareholders should know their rights when they invest in your business and you should ensure that the rights you provide are backed up by your Articles of Association, constitution and company bylaws.
—Decide whether all shareholders have the same voting rights or whether different classes of holdings have preference.
— Can they approve certain transactions?
— Can the board act without their approval?
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Do you have policies for extraordinary transactions?
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These are all issues you need to resolve before formalizing shareholder rights and ensuring you regularly review your policies.
Define Shareholders Right
Although short-term wins look good and create opportunities for publicity, long-term value creation should be the aim of a company with solid governance. A business that is committed to sustainable growth is likely to be much less volatile than a company with its eye only on the short term.
Aim for long-term value creation
Identifying risks is important, but taking a proactive approach to mitigate that risk before you face it is the goal. Rather than attempting to weather the storm, it is better for the organization to avoid the storm completely.
A solidrisk management process, an internal control framework and an up-to-date disaster recovery plan are all key to achieving this aim
Manage Risk Proactively
Sustainability and strategic managementare increasingly intertwined in the corporate world, as investors make their preferences heard. Major events such as Covid-19 and the climate crisis have thrown into sharp relief the need for a sustainable outlook from issuers. Consumers have also started to prefer shopping withbusinesses that boast sustainable practices.
Follow sustainability best practices
There should be easy-to-access documentation of your policies and procedures relating to shareholder rights, executive compensation, board meeting operation, the election of new directors, and more. This ensures transparency and consistency within the organization.
Document policies and procedures
is the term that describes the situation when the goals of different interest groups coincide.
Goal Congruence
concept that refers to the alignment of goals between different levels of an organization or between individuals within an organization
Goal Congruence
A way of helping to achieve goal congruence between shareholders and managers is by the introduction of carefully designed remuneration packages for managers which would motivate managers to take decisions that were consistent with the objectives of the shareholders.
Goal Congruence
Agency theory sees employees of businesses, including managers, as individuals, each with his or her own objectives. Within a department of a business, there are departmental objectives. If achieving these various objectives also leads to the achievement of the objectives of the organization as a whole, there is said to be ____________.
Goal Congruence