Session 3: Corporate Governance and Core Principles Flashcards
the system by which business corporations are directed and controlled
Corporate Governance
specifies the distribution of rights and responsibilities among different participants in the corporation
Corporate Governance
spells out the rules and procedures for making decisions on corporate affairs
Corporate Governance
also provides the structure through which the company objectives are set and the means of attaining those objectives and monitoring performance
Corporate Governance
system of principles, policies, procedures, and clearly defined responsibilities and accountabilities used by stakeholders to overcome the conflicts of interest inherent in the corporate form
Corporate Governance
situations in which one is involved in multiple interest which could alter one’s decision-making
Conflicts of interest
the framework of rules, systems and processes in the corporation that governs the performance by the Board of Directors and Management of their respective duties and responsibilities to the stockholders
The Revised Code Of Corporate Governance
Objectives of Corporate Governance
▪ To eliminate or mitigate conflicts of interest. Particularly those between corporate managers and shareholders; and
▪ To ensure that the assets of the company are used efficiently and productively and in the best interests of its investors and other stakeholders.
all men and women have opportunities to improve or maintain their wellbeing
Equity
quality of making judgments that are free from discrimination
Equity
concerned with actions, processes, and consequences, that are morally right, honorable, and equitable
Fairness
establishes moral standards for decisions that affect others
Fairness
“one man’s justice is another’s injustice.”
Ralph Waldo Emerson
each decision-maker in the corporation should assume complete responsibility to take initiative and be answerable for his/her decisions, actions, and behavior. Everyone must be able to reason and explain for his/her actions and conduct.
Accountability
Why is Accountability Important?
- to prevent and detect corruption
2. to prevent the company to be fragile and open to rumors about mismanagement and abuse of power
the obligation to demonstrate that work has been conducted in compliance with agreed rules and standards or to report fairly and accurately on performance results vis-a-vis mandated roles and/or plans
Accountability
the obligation to demonstrate that work has been conducted in compliance with agreed rules and standards or to report fairly and accurately on performance results vis-a-vis mandated roles and/or plans
Corporate Accountability
espouses that financial performance should not be a company’s only important goal and that shareholders are not the only people a company must be responsible to; stakeholders such as employees and community members also require accountability
Corporate Accountability
Components of Corporate Accountability
- Answerability
- Sanction
- Redress
- System Improvement
liable to be asked to give account
Answerability
penalty or punishment provided as a means of enforcing obedience to a law
Sanction
may refer either to the act of setting right an unjust situation (as by some power), or to satisfaction sought or gained for a wrong suffered
Redress
openness and willingness by the company to provide clear, factual and timely information that accurately reflects the financial situation, performance, ownership and corporate governance of the company
Transparency
can help fight corruption, improve governance and promote accountability; built on the free flow of information.
Transparency
there is public access to all information which is not classified for well-specified reasons as provided for by law
Transparency
subject to reasonable conditions prescribed by law, the State adopts and implements a policy of full public disclosure of all its transactions involving public interest
Section 28
the right of the people to information on matters of public concern shall be recognized
Section 7
use of property bears a social function, and all economic agents shall contribute to the common good
Section 6 (Stewardship)
have the right to own, establish, and operate economic enterprises, subject to the duty of the State to promote distributive justice and to intervene when the common good so demands
Section 6
concerns the nature of a socially just allocation of goods in a society
Distributive Justice
refers to the responsibility that companies have to understand and manage their impacts on the environment in any number of ways
Stewardship
acting knowing that leadership is a temporary role which is outlasted by the lifespan of an organization that has to be prepared for future vitality
Stewardship
ensuring that each individual is generally happy in his or her working environment
Stewardship