2. “There has been in recent years excessive
emphasis on a citizen's rights and
inadequate stress put upon his duties and
responsibilities.”
- Paxton Blair
2
5. Why Corporate Governance?
Better access to external finance
Lower costs of capital – interest rates on loans
Improved company performance – sustainability
Higher firm valuation and share performance
Reduced risk of corporate crisis and scandals
5
6. Corporate Governance - Parties
Share- Manager
Directors
holders
Who use the
Guardians of Company’s
Those that own the Company’s assets
the company assets for the
Shareholders
6
7. Corporate Governance vs. Management
Accountability
Accountability
and
and Corporate
Supervision Corporate
Supervision Governance
Governance
Strategic
Strategic
Management
Management
Executive Mgmt. Corporate
Executive Mgmt. Corporate
-Decision and Control- Management
- Decision and Control - Management
Operational Mgmt.
Operational Mgmt.
Source: Robert Tricker,Corporate Governance, 1984
Source: Robert I. Tricker, Corporate Governance, 1984
7
8. Corporate Governance is NOT..
Corporate governance ≠ corporate /
financial management
Corporate governance ≠ corporate social
responsibility or business ethics
8
9. What is Corporate Governance?
If management is about running
the business, corporate
governance is about seeing that
it is run properly.
All companies need managing
and governing.
9
12. Accountability
Ensure that management is accountable
to the Board
Ensure that the Board is accountable to
shareholders
12
13. Fairness
Protect Shareholders rights
Treat all shareholders including minorities,
equitably
Provide effective redress for violations
13
14. Transparency
Ensure timely, accurate disclosure on all
material matters, including the financial
situation, performance, ownership and
corporate governance
14
15. Independence
Procedures and structures are in place so
as to minimise, or avoid completely
conflicts of interest
Independent Directors and Advisers i.e.
free from the influence of others
15
17. Corporate Governance - Elements
Well-
Good defined
Board share-
practices holder
rights
Control Board
Environ- Elements commit-
ment ment
Trans-
parent
P/E Ratio
disclo-
sure
17
18. Good Board Practices
Clearly defined roles and authorities
Duties and responsibilities of Directors understood
Board is well structured
Appropriate composition and mix of skills
Appropriate Board procedures
Director Remuneration in line with best practice
Board self-evaluation and training conducted
18
19. Control Environment
Internal control procedures Independent audit committee
established
Risk management framework
present Internal Audit Function
Disaster recovery systems in Management Information
place systems established
Media management Compliance Function
techniques in use established
Business continuity Independent external auditor
procedures in place conducts audit
19
20. Transparent Disclosure
Financial Information disclosed
Non-Financial Information disclosed
Financials prepared according to International
Financial Reporting Standards (IFRS)
Companies Registry filings up to date
High-Quality annual report published
Web-based disclosure
20
21. Well-Defined Shareholder Rights
Minority shareholder rights formalised
Well-organised shareholder meetings conducted
Policy on related party transactions
Policy on extraordinary transactions
Clearly defined and explicit dividend policy
21
22. Board Commitment
The Board discusses corporate governance issues and has created a
corporate governance committee
The company has a corporate governance champion
A corporate governance improvement plan has been created
Appropriate resources are committed to corporate governance initiatives
Policies and procedures have been formalised and distributed to relevant
staff
A corporate governance code has been developed
A code of ethics has been developed
The company is recognised as a corporate governance leader
22
23. “When a man says he approves of
something in principle, it means he hasn't
the slightest intention of carrying it out in
practice.”
- Otto von Bismarck
23