A Primer On Corporate Governance: Knowledge Solutions
A Primer On Corporate Governance: Knowledge Solutions
A Primer On Corporate Governance: Knowledge Solutions
Solutions
A Primer on Corporate
Governance
By Olivier Serrat
Notions of Governance
Direction and control are needed whenever people come
together to realize societal and organizational goals. To
govern is to do just that, to direct and control, by established
Good corporate laws orpreferably notby arbitrary will. Its core
governance helps an underlying practices, where the former mode is used, are
to specify expectations, delegate authority, and substantiate
organization achieve
performance.
its objectives; poor Complex systems cannot be reduced; however, where
corporate governance society or an organization is multipart or too large for simple
can speed its decline management, it usually moves for the creation of entities
or demise. Never tasked with guiding related processes and systems in their hosts co-evolving context of
before has the glare society, economy, environment, polity, and technology.
of the spotlight It follows that governance, the activity of governing, is a multifaceted phenomenon;
focused so much on definitions of it can be subtle, challenging, and powerful at once.1 With frequent overlap
boards of directors. and resultant conflict, governance shapes affairs at global, national (including, for
Corporate governance instance, state or provincial, municipal, and local), institutional, and community levels by
means of the entities that occupy shifting (and frequently permeable) social and economic
has emerged from
space there, such as government (including the military), civil society (including the
obscurity and become voluntary or not-for-profit sector), and the private sector. (Public and private media play
a mainstream topic. advocacy, entertainment, and advertising roles throughout.) All the same, most definitions
of governance rest on three dimensions: (i) authority, (ii) decision making, and (iii)
accountability for conformance (assurance) and performance (value creation and resource
utilization). Hence, regimes of governance determine severally who has authority, who
makes decisions (and how other stakeholders make their voice heard), and the manner in
which account is rendered.
To note, governance is not synonymous with government: the first is a structured process (some say a set of
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responsibilities and rules about their practices); the second is an agent of that. Governance, then, is about how
those tasked with governing exercise political authority and use institutional resources to manage affairs in
interaction with stakeholders.
Knowledge
Solutions
2
In truth, concern for corporate governance is not totally new; it is as old as enterprise even if the study of the subject can only be traced
to the 1930s. Business historians deem the Bubble Act of 1720 an early reaction to abuse of charters in the United Kingdom. (There are
no doubt others.) But a milestone was reached in 1932 when, in the aftermath of the Wall Street Crash of 1929, Adolf Berle and Gardiner
Means reflected in The Modern Corporation and Private Property on the changing role of the modern corporation in society: through legal
and economic lenses, they researched the consequences of separation of ownership and control (primarily stemming from the dispersal of
shareholding in large corporations). See Adolf Berle and Gardiner Means. 1991. The Modern Corporation and Private Property. Transaction
Publishers. In Revolt in the Boardroom, Alan Murray provides an engaging perspective on American corporations in the 20th century,
covering also the work of Adolf Berle and Gardiner Means and the early travails of crusaders such as Lewis Gilbert, Wilma Soss, Evelyn Davis,
and James Peck, and delineates a new world in which the shoulds of corporate governance have become musts. See Alan Murray. 2007.
Revolt in the Boardroom: The New Rules of Power in Corporate America. HarperCollins Publishers.
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A board of directors is a governing body of elected or appointed individuals who jointly oversee an organizations activities for multiple-year
terms. (Other names for such bodies are board of trustees, board of managers, or executive boards.) The functions of boards of directors are
determined by the powers, duties, and responsibilitiestypically detailed in the organizations by-laws. (By-laws usually specify how many
directors a board will have, how they are to be chosen, and when they are to meet.) To govern the organization, basic functions of boards of
directors are to establish vision, mission, and values; set strategy, structure, and objectives; select, appoint, and support the chief executive
officer and assess his or her performance; delegate to management; promote effective organizational planning; make available adequate
financial and other resources; provide proper financial oversight; ensure legal and ethical integrity; maintain accountability; determine,
monitor, and strengthen organizational performance, and give account to shareholders for that; be responsible to relevant stakeholders;
enhance the organizations public standing; evaluate the boards own performance; and recruit and orient new board members. These
functions are largely discharged through meetings of boards of directors and their committees, during which discussions are conducted
and resolutions are passed. (It may also be necessary for board members to consult management, personnel, clients, and other constituents
outside of board meetings.)
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In a word, corporate governance concerns the way power is exercised over an organization.
5
The Cadbury Report is the first code on corporate governance. It was followed by codes in Australia (the Hilmer Report, 1993); France (the
Vinot Report, 1995); the Netherlands (the Peters Report, 1997); and South Africa (the King Reports, 1994 and 2002), among others.
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Organisation for Economic Co-operation and Development. 2004. OECD Principles of Corporate Governance. Available: www.oecd.org/
dataoecd/32/18/31557724.pdf
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A Primer on Corporate Governance
organizations have grown.7 They vary in scope and detail but most tackle four fundamental issues: (i) fairness to
all shareholders, the owners, whose rights must be upheld; (ii) clear accountability by the board of directors
and management; (iii) transparency, or accurate financial and nonfinancial reporting; and (iv) responsibility
for the interests of minority shareholders and other stakeholders and for abiding by the letter and spirit of
the law. Some see in current trends to balance the three critical anchors of the corporate balance of powers
shareholders, boards of directors, and management8the general evolution of a democratic model of corporate
governance, sped by the revolution in communications (even if boards of directors still directors still seldom
appear on an organization chart).9 Beyond manager-centered, hierarchical attempts to merely redistribute
power,10 recent reforms initiatives aim toward better governed organizations that have more robust, pluralistic,
and adaptable decision-making processes.
1. Every company should be headed by an effective board that is collectively responsible for the long-term success of the company.
2. There should be a clear division of responsibilities at the head of the company between the running of the board and the executive
responsibility for the running of the company's business. No one individual should have unfettered powers of decision.
3. The chair is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role.
4. As part of their role as members of a unitary board, non-executive directors should constructively challenge and help develop
proposals on strategy.
5. The board and its committees should have the appropriate balance of skills, experience, independence, and knowledge of the company
to enable them to discharge their respective duties and responsibilities effectively.
6. There should be a formal, rigorous, and transparent procedure for the appointment of new directors to the board.
7. All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively.
8. All directors should receive induction on joining the board and should regularly update and refresh their skills and knowledge.
9. The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its
duties.
10. The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual
directors.
11. All directors should be submitted for reelection at regular intervals, subject to continued satisfactory performance.
12. The board should present a balanced and understandable assessment of the company's position and prospects.
13. The board is responsible for determining the nature and extent of the significant risks it is willing to take in achieving its strategic
objectives. The board should maintain sound risk management and internal control systems.
14. The board should establish formal and transparent arrangements for considering how they should apply the corporate reporting and
risk management and internal control principles and for maintaining an appropriate relationship with the company's auditor.
7
A case in point is the code of best practice now adopted in the United Kingdom. First issued in 1998 and updated at regular intervals since
then, the UK Corporate Governance Code (formerly the Combined Code) sets out standards of good practice in relation to issues such as
board composition and development, remuneration, accountability and audit, and relations with shareholders. See Financial Reporting
Council. 2010. The UK Corporate Governance Code. Available: www.frc.org.uk/
8
The basic triad of shareholders, boards of directors, and management reflects the division of ownership, strategic management, and day-
to-day operational management of an organization.
9
Notwithstanding trends, differences of opinion will likely continue to polarize debate. Should corporate governance be conceived from the
perspective of agency theory or from that of stewardship theory? In addition to owing duty to shareholders, should boards of directors also
be responsible to stakeholders? Should corporate governance be driven by principles or by prescriptions? Should the chair of the board of
directors and the chief executive officer necessarily be different individuals?
10
Examples include separating the positions of chair of the board of directors and chief executive officer, conducting (more) formal audits
of management performance, appointing lead outside directors, and making the board of directors more accountable to shareholders.
Usefully, John Pound differentiates managed-corporation and governed-corporation paradigms. In the managed-corporation paradigm,
the role of the board of directors is to hire, monitor, and when necessary replace management; in the governed-corporation paradigm, it
is to foster effective decisions and reverse failed policies. The characteristics that conduce governed organizations are (i) expertise sufficient
to allow boards of directors to add value to decision-making processes, (ii) incentives to ensure that boards of directors are committed
to creating corporate value, and (iii) procedures that foster open debate and keep board members informed and attuned to shareholder
concerns. See John Pound. 1995. The Promise of the Governed Corporation. Harvard Business Review. MarchApril. pp. 8998.
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Main Principles
15. Levels of remuneration should be sufficient to attract, retain, and motivate directors of the quality required to run the company
successfully, but a company should avoid paying more than is necessary for this purpose. A significant proportion of executive
directors' remuneration should be structured to link rewards to corporate and individual performance.
16. There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration
packages of individual directors. No director should be involved in deciding his or her own remuneration.
17. There should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole is responsible for
ensuring that a satisfactory dialogue with shareholders takes place.
18. The board should use the annual general meeting to communicate with investors and to encourage their participation.
Source: Financial Reporting Council. 2010. The UK Corporate Governance Code. Available: www.frc.org.uk/
A board of directors that is primarily run Rubber-stamping by the board of Micro-management by the
by the chief executive officer directors board of directors
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A Primer on Corporate Governance
Strategic Visionleaders and the public should have a broad and long-term perspective on
good governance and human development, along with a sense of what is needed for such
Direction
development. There should also an understanding of the historical, cultural, and social
complexities in which that perspective is grounded.
11
In the United Kingdom, the Nolan Report of 1995 later adapted the three principles of the Cadbury Report to the public sector. Its seven
principles of public life are selflessness, integrity, objectivity, accountability, openness, honesty, and leadership. These principles were to be
reflected in each dimension of governance in the public sector, namely, standards of behavior, organizational structures and processes, and
control.
12
Differences in governance between the private and public sectors pertain to organizational structure, regulation, agents, objectives, the
origin of the governance model, authority, responsibility, independence, accountability, and reporting. Tim Plumptre distinguishes salient
elements of governance at international financial institutions. At the World Bank, for one: (i) the board of directors is chaired by the
president (chief executive officer), a member of staff; (ii) the board of directors is subordinate to the board of governorsgenerally,
governors are government officials such as ministers of finance or ministers of development; (iii) both the board of governors and the board
of directors are accountable to shareholders; (iv) shareholders are governments, not institutions or individuals; (v) shareholders have very
diverse values and objectives; (vi) the board of directors is in more or less permanent session; (vii) directors have weighted votes, unlike
directors in the private sector who, by and large, all have an equal voice in decision making; (viii) directors are selected by member countries
based on criteria that may be quite different from those that increasingly apply to directors in the private sector, e.g., expertise, professional
knowledge, contacts. See Tim Plumptre. 2004. The New Rules of the Board Game: The Changing World of Corporate Governance and its
Implications for Multilateral Development Banks. Institute on Governance. Available: http://iog.ca/sites/iog/files/board_game.pdf
13
United Nations Development Programme. 1997. Governance for Sustainable Human Development: A UNDP Policy Document. Available:
http://mirror.undp.org/magnet/policy/
14
See Rupert Merson. 2010. Rules Are Not Enough: The Art of Governance in the Real World. Profile Books Ltd.
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Five
Principles of the United Nations Development Programme and Related Text
Good Governance Principles
15
Institute of Directors. 2002. Standards for the Board: Improving the Effectiveness of Your Board. Kogan Page.
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A Primer on Corporate Governance
short-term and long-term, internally and externally oriented thinking. Admitting that the link between the
performance of boards of directors and the organization may not always be perfect, boards of directors are
ultimately accountable for the performance of an organization and should be judged accordingly. Therefore,
there is considerable potential for self- and independent evaluations of boards of directors to improve corporate
governance.
Naturally, an evaluation can serve many different purposes; three broad areas where the searchlight of
review might be directed are processes and systems, participation, and performance.16 In 2004, to cater to
public sector needs, the Public Services Productivity Panel established in 1998 in the Treasury designed a
comparable performance evaluation framework to cast light on structures and functions, actions and behaviors,
and performance.17
The board, its executive team, and sponsor department all understand the
responsibilities of the board.
The board has clear, deliverable objectives that largely flow from those of
Board Function the organization and must include governance.
and Position The board is informed about the organization and its business while
remaining independent.
The board has a clear relationship with its executive team, its sponsor
department, and key stakeholders.
16
Process and system evaluations are concerned with how the board and its committees operate, the role played by the chair, and the support
provided to the board by staff. Participation examines the involvement of individual directors. Performance is concerned with the outcomes
of board activitythis is where careful judgment must be exercised, as the issues can be complex. See Tim Plumptre. 2006. How Good is
Our Board? How Board Evaluations Can Improve Governance. Institute on Governance. Available: http://iog.ca/sites/iog/files/policybrief25.
pdf
17
Lynton Barker. 2004. Building Effective Boards: Enhancing the Effectiveness of Independent Boards in Executive Non-Departmental Public
Bodies. HM Treasury.
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The chair takes responsibility for the full range of the boards
performance.
The chair fosters good relationships with the board's executive team and
Actions Effective Board its sponsor department.
and Behaviors Leadership The board works together as a single corporate unit.
Board members express their opinions openly and constructively.
Board meetings are well managed and organized.
Board meetings are efficient and productive.
a
In the case of international financial institutions, the sponsor department would be the board of governors.
Source: Condensed and adapted from Lynton Barker. 2004. Building Effective Boards: Enhancing the Effectiveness of Independent Boards in
Executive Non-Departmental Public Bodies. HM Treasury.
Note: For each good practice, the original document provides indicators of strong performance.
Further Reading
ADB. 2009a. Building Institutional Capacity for Development. Manila. Available: www.adb.org/documents/
information/knowledge-solutions/building-institutional-capacity-for-development.pdf
. 2009b. Building Trust in the Workplace. Manila. Available: www.adb.org/documents/information/
knowledge-solutions/building-trust-in-the-workplace.pdf
Bob Garratt. 2003. The Fish Rots From The Head: The Crisis in our Boardrooms: Developing the Crucial Skills
of the Competent Director. Profile Books Ltd.
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A Primer on Corporate Governance
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not necessarily reflect the views and policies of the Asian Development
Bank (ADB) or its Board of Governors or the governments they represent.
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