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.