Govbusman Chapter 2 Reviewer

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GOVERNANCE, BUSINESS ETHICS, RISK MANAGEMENT AND INTERNAL CONTROL

(GOVBUSMAN)
2nd Semester | A.Y. 2023-2024 | CHAPTER 2: CORPORATE GOVERNANCE RESPONSIBILITIES AND ACCOUNTABILITIES

PARTIES INVOLVED IN CORPORATE GOVERNANCE: THEIR


CORPORATE GOVERNANCE RESPONSIBILITIES AND
RESPECTIVE BROAD ROLE AND SPECIFIC RESPONSIBILITIES
ACCOUNTABILITIES
• Shareholders - Provide effective oversight
• “There is no simple universal formula for good
through election of board members, approval of
governance.”
major initiatives such as buying or selling stock,
• Organizations are encouraged to give
annual reports on management compensation
appropriate attention to the principles and adopt
from the board.
approaches which are tailored to the specific
• Board of Director’s - The major representatives
needs of an organization at a given point in time.
of stockholders to ensure that the organization is
• The essence of any system of good governance is
run according to the organization’s charter and
to allow the board of directors and management
that there is proper accountability.
the freedom to drive their organization forward
• Non-Executive or Independent Directors – The
and to exercise that freedom within a framework
same as the board role of the entire board of
of effective accountability.
directors.
BOD AND MANAGEMENT ACCOUNTABILITY • Management – Operations and accountability.
• Financial performance - It is a complete Manage the organization effectively; provide
evaluation of a company’s overall standing in accurate and timely reports to shareholders and
categories such as assets, liabilities, equity, other stakeholders.
expenses, revenue, and overall profitability. It is • Audit Committees of the Board of Directors -
measured through various business-related Provide oversight of the internal and external
formulas that allow users to calculate exact audit function and the process of preparing the
details regarding a company’s potential annual financial statements as well as public
effectiveness. reports on internal control.
• Financial transparency – financial statements • Regulators
that are clear with full disclosure and that reflect a. Board of Accountancy - Set accounting and
the underlying economics of the company. auditing standards dictating underlying
• Stewardship - how well the company protects financial reporting and auditing concepts; set
and manages the resources entrusted to it. the expectations of audit quality and
- an ethical value that embodies the responsible accounting quality.
planning and management of resources. b. Securities and Exchange Commission -
• Quality of internal control – the level of Ensure the accuracy, timeliness and fairness
mechanisms, rules, and procedures of public reporting of financial and other
implemented by a company to ensure the information for public companies.
integrity of financial and accounting information, • External Auditors - Perform audits of company
promote accountability, and prevent fraud. financial statements to ensure that the
Enron Case - Enron Scandal - The Fall of statements are free of material misstatements
a Wall Street Darling including misstatements that may be due to
• Composition of the board of directors and the fraud.
nature of its activities - Includes information on • Internal Auditors - Perform audits of company
how well management incentive systems are for compliance with company policies and laws,
aligned with the shareholders’ best interests. audits to evaluate the efficiency of operations
and periodic evaluation and tests of controls.

DE LOS REYES, JASMIN C. | 1

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