Corporate governance is the term for the system of rules, practices and expectations that determines how the company is directed and controlled. The board of directors is responsible for the governance of the business and thus is responsible for building a framework within which it will operate to ensure the needs of the stakeholders are being met.
Corporate governance
structure is necessary to resolve any conflicts of interest or
conflicting desires among the different stakeholders in the business.
For example, shareholders are interested in profit, whereas upper management
may prefer to reinvest revenue into the company to improve efficiency, working
conditions or salary schedules.
Alternatively, executive
management may prefer to make decisions in their own interest rather than the
company’s interest. Shareholders need a way to check this kind of activity
to keep the company’s business on track. The corporate governance
document would detail the process the company will use to align the interests
of executive management with the shareholders to obtain a workable compromise.
Corporate governance
strategies are often developed by the board of directors, involving the
shareholders and executive management as necessary to ensure buy-in. Together,
the company’s operations policies are determined, and measures are put in place
for conflict resolution in cases where major stakeholders might disagree. The
corporate governance framework should also ensure that all business decisions
are made ethically and as required by regulations and laws. These rules and
policies are also meant to increase transparency and accountability within the
company’s leadership structure to ensure ethical business operations by all
parties.
The main principles associated with
Board Leadership and Company Purpose are:
- The board should establish the
company’s purpose, values and strategy, and satisfy itself that these and
its culture are aligned. All directors must act with integrity, lead by
example and promote the desired culture.
- The board should ensure that
the necessary resources are in place for the company to meet its
objectives and measure performance against them. The board should also
establish a framework of prudent and effective controls, which enable risk
to be assessed and managed.
Top management consist of the top-level executives of the
organisation who takes the whole responsibility of the organization. The
top-level management designs/ formulates various policies and strategies for
the effectiveness of the organisation. It also defines the mission, vision,
goals and objective of the organisation which frames the direction of operation
to the entire enterprise. Top level management includes highest ranking
executives like CEO, CFO, VP, MD, COO, President etc
CG
provides the framework in which to establish the strategic objectives of the
company and the means to attain and monitor those objectives. To start with, a
corporate governance framework should protect owners‘ rights. It ends with the
availability of transparent and relevant information concerning the corporation
on a timely and regular basis. One of the most important roles of corporate
governance is to ensure that strategic decisions are made in the interest of
those with a stakeholder in successful outcomes. Boards have increasingly
become more focused on corporate shareholders, but a shift may be beginning to
occur. The interests of stakeholders, such as customers, potential customers
and non-customers impacted by the decisions of a company, may begin to get
attention as corporate governance plays an increasingly strategic role.
External Stakeholders
Recognizing your external
stakeholders is an important part of the governance model in strategic
management. External stakeholders include customers, suppliers, vendors and the
community – all of those people who fall outside the internal workings of your
business.
Strategically managing your
relationships with external stakeholders is essential because these people
place high value on a business' ability to offer high quality and fairly priced
products and services. The old adage to "keep your customers happy and
they'll keep coming back" is a wise approach to managing stakeholder
expectations.
Internal Stakeholders
On the flip side, a business'
corporate governance structure must also incorporate a focus on its internal
stakeholders. These are the individuals within the business that have a direct
impact on its daily operations, such as employees, the Board of Directors and
the management.
Building strategic relationships with
these people is important for ensuring the long-term success of the business
including its profitability. The key is to keep your internal stakeholders
informed and motivated; they should want the business to be the best it can be
and they should always have the external stakeholders' interests in mind.
Accountability
of Stakeholders
Once a business has clearly defined
and recognized its internal and external stakeholders, the corporate governance
structure can proceed to provide accountability plans for these stakeholder
groups, according to Management Study Guide.
Accountability is about managing obligations of the individual stakeholders and
of the business as a whole.
Not only must your business be responsiblefor its financial matters, but also for following the law, for disclosing the
results of business matters to key stakeholders and for keeping your practices
transparent and ethical.
Planning teams and boards of directors focus primarily on developing strategy and less on actually implementing it. By means of a strategy implementation scorecard, they can identify desired outcomes or measures that become part of the firm's formal strategic plan. Considering such measures during the planning stage not only relates individual and department performance to strategy implementation, it also gives the board a more clearly defined role in strategy.
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