UTI CORPORATE GOVERNANCE Chapter 1 Introduction to Corporate Governance 2 Corporate Governance Responsibilities and Accountabilities 3 Securities and Exchange Commission (SEC) Code of Corporate Governance 4 SEC Code of Corporate Governance, ContinuedINTRODUCTION TO CORPORATE GOVERNANCE Expected Learning Outcomes After studying the chapter, you should be able to ... 1 2. Describe what governance involves Enumerate the different contexts in which governance can be applied . Name and explain the characteristics of good governance Explain the meaning, purpose and objectives of corporate governance Know and describe the principles of effective corporate governance Understand how the principles of good canbe aes pl : good corporate governance QuaysCHAPTER 1 INTRODUCTION TO CORPORATE GOVERNANCE WHAT IS GOVERNANCE? Generally, governance refers to a process whereby elements in society wield power, authority and influence and enact policies and decisions concerning public life and social upliftment. It comprises all the processes of governing - whether undertaken by the government of a country, by a market or by a network — over a social system and whether through the laws, notms, power or language of an organized society. Governance therefore means the process of decision-making and the process by which decisions are implemented (or not implemented) through the exercise of power or authority by leaders of the country and / or organizations, Governance can be used in several contexts such as corporate governance, international governance, national governance and local governance, ‘The focus of this book is on Corporate Governance. (CHARACTERISTICS OF GOOD GOVERNANCE Whatever context good governance is used, the following major characteristics should be present: Participation Rule of Law4 Chapter These characteristics are briefly described as follows: Participation Rule of Law Transparency Responsiveness Consensus Oriented both men and women is a key cornerstone ce, Participation could be either direct or e institutions or representatives. It is important to point out that representative democracy does not necessarily mean that the concern of the most vulnerable in society would not be taken into consideration in decision making, Participation needs to be informed and organized. This means freedom of association and expression on one hand and an organized civil society on the othér hand. Good governance requires fair legal frameworks that are enforced impartially. It also requires full protection of human rights, particulatly those of minorities. Impartial enforcement of laws requires an independent judiciary and an impartial and incorruptible police force. Participation by of good governan through legitimat Transparency means that decisions taken and their enforcement are done in a manner that follows rules and regulations. It means that information is freely available and directly accessible to those who will be affected by such decisions and their enforcement. It also means that enough information is provided and that it.is provided in easily understandable forms and media. Good governance requires that institutions and processes try to serve the needs all stakeholders within a reasonabl timeframe, . Good governance requires mediation of the different interests in society to reach a broad consensus on what is in the best interest of the whole community and how this can be achieved, Tt also requires a broad and long-term genpective on what is needed for sustainable human eoeeeie and ‘how to achieve the goals of such levelopment. This can only result from an understanding of the historical, cultural and social contexts of a given society or community,—— introduction to Corporate Governance 5 Equity & Ensures that all its members fee! that they have a stake in it Inclusiveness and do not feel excluded from the mainstream of society. This requires all groups, but particularly the most vulnerable, have opportunities to improve or maintain their well being. Effectiveness Good governance means that processes and institutions Efficiency produce results that meet the needs of society while making the best use of resources at their disposal. The concept of efficiency in the context of good governance also covers the sustainable use of natural resources and the Protection of the environment. Accountability Accountability is a key requirement of good governance. ‘Not only governmental institutions but also the private sector and civil society organizations must be accountable to the public and to their institutional stakeholders. Who is accountable to whom varies depending on whether decisions or actions taken are internal or external to an organization or institution. In general, an organization or an institution is accountable to those who will be affected by its decisions or actions. Accountability cannot be- enforced without transparency and the rule of law. (CORPORATE GOVERNANCE: AN OVERVIEW Corporate governance is defined as the system of rules, practices and processes by which business corporations are directed and controlled. It basically involves balancing the interests of a company’s many stakeholders, such as shareholders, management, customers, suppliers, financiers, government and the community. Corporate governance is a topic that has received growing attention in the public in recent years as policy makers and others become more aware of the contribution good corporate governance makes to financial market stability and fconomic growth. Good corporate governance is all about controlling. one's business and so is relevant, and indeed vital, for all organizations, whatever size or structure.6 Chapter i - e iste f rights and The corporate governance structure specifies the distribution of rig respons hittee autongd ferent participants in he corporation, such as the board, managers, shareholders, and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. By doing this, it also provides the structure through which the objectives are set and the means of attaining those objectives and ‘monitoring performance PURPOSE OF CORPORATE GOVERNANCE orate governance is to facilitate effective, entrepreneurial and t that can deliver long-term success of the company. in simple terms, the fundamental aim of corporate governance is to enhance shareholders’ value and protect the interests of other stakeholders by improving, the corporate performance and accountability. It is also about what the board of directors of a company does, how it sets the values of the business firm. OBJECTIVES OF CORPORATE GOVERNANCE The purpose of corps prudent managemen ‘The following are the basic objectives of corporate governance: 1. Fair and Equitable Treatment of Shareholders A corporate governance structure ensures equitable and fair treatment of al! shareholders of the company. In some organizations, a group of high- net-worth individual and institutions who have a substantial proportion ‘of their’ portfolios invested in the company, remain active through occupation of top-level positions that enable them to guard their interest. However, all shareholders deserve equitable treatment and this equity safeguarded by a good governance structure in any organization. 2, Self-Assessment Corporate governance enables firms to assess their behavior and actions before they are scrutinized by regulatory agencies. Business establishments with a strong corporate governance system are better able to limit exposure to regulatory risks and fines. An active and independent board can successfully point out deficiencies or loopholes in the company operations and help solve issues internally on a timely basis.ion ta Carparale Governance 7 3. Increase Shareholders’ Wealth Crane ciple Eovernance’s main objective is to protect the long- oe ee of the shareholders. Firms with strong corporate shares by arate are seen to have higher valuation attached to their inessmen. This only reflects the positive perception that g00d corporate governance induces potential investors to decide to invest in a company. 4. Transparency and Full Disclosure Good corporate governance aims at ensuring a higher degree of transparency in an organization by encouraging full disclosure of transactions in the company accounts. BASIC PRINCIPLES OF EFFECTIVE CORPORATE GOVERNANCE Effective corporate governance is transparent, protects the rights of shareholders and includes both strategic and operational risk management. It is concerned in both the long-term carning potential as well as actual short-term earnings and holds directors accountable for their stewardship of the business. ‘The basic principles of effective corporate governance are threefold as presented below: ‘Transparency and Full Disclosure Is the board telling us what is going on? Accountability \s the board taking responsibility? Good and Effective Governance Corporate Control |s the board doing the right thing?8 Chapter 1 ‘ t ions indicate a firm’s conformance and Positive answers to the following qu 7 a ce With the basic principles of good corporate governance: complia A. Transparency and Full Disclosure i Does the boant meet the information needs ‘of investment communities? . Does it safeguard integrity in financial reporting? e sound disclosure policies and practices? *® Does the board hi > Does it mal > Can an outsider meaningfully anal and performance? timely and balanced disclosure? lyze the organization's actions B. Accountability Does the board clarify its role and that-of management? Does it promote objective, ethical and responsible decision making? > Does it lay solid foundations for management oversight? > Does the composition mix of board membership ensure an appropriate range and mix of expertise, diversity, knowledge and added value? > Is the organization’s senior official committed to widely accepted standards of correct and proper behavior? > C. Corporate Control * . Has the board built long-term sustainable growth in shareholders’ value for the corporation? * Does it create an environment to take risk? ® Does it encourage enhanced performance? > Does it recognize and manage risk? > Does it remunerate fairly and responsibly? > Does it.recognize the legitimate interests of stakeholders? > Are conflicts of interest avoided such that the organization's best interests prevail at all times?Introduction to Corporate Governance 9 ILLUSTRATIVE APPLICATION OF THE BASIC PRINCIPLES OF CORPORATE GOVERNANCE AND BEST PRACTICE RECOMMENDATIONS Principles of Good Corporate Governance 1. Acompany should lay solid foundation for management and oversight. It should reserved to the board and those fecognize and publish the respective roles delegated to management. and responsibiles of board and management. Best Practice Recommendations 7a, Formalize and disclose the functions . Structure the board to add value. Have a . board of an effective composition, size and commitment to adequately discharge its responsibilities and duties. . 3. Promote ethical and responsible decision- making. Actively promote ethical and responsible decision-making. 2a, Aboard should have independent directors. 2b, The roles of chairperson and chief executive officer should not be exercised by the same individual. 2b. The board should establish a nomination committee, a, Establish @ o0de of conduct o guide the | directors, the chief executive officer (or ‘equivatenl), the chief financial officer (or equivalen!) and any other key executives as to: © The practices necessary to maintain confidence in the ‘company's integrity; and « The responsibility and accountability of individuals for ‘reporting and investigating reports of unethical practices %b, Disclose the policy concerning trading in_ company securities by directors, officers and employees.10 Chapter I 4. Safeguard integrity in financial reporting. Have a structure to independently verify and safeguard the integrity of the company’s financial reporting. Make timely and balanced disclosure. Promote timely and balanced disclosure of all material matters concerning the company. Se a a TH ta, Require the chief executive of (or 4b. 4c, &b. . Establish written policies and equivalent) and the chief financial officer (or equivalent) to state in ‘writing to the board that the ‘company's financial reports presenta true and fair view, in all ere ; respects, of the company's financiat condition and operational results and are in accordance with relevant accounting standards. ; The board should establish an audit committee. Structure the audit committee so that it ‘consists of: Only non-executive or independent directors; An independent chairperson, wha is not chairperson of the board; and s Atleast three (3) members. procedures designed to ensure: ‘compliance with IFRS. Listing Rule disclosure requirements ‘and to ensure accountability al a senior management level for compliance. 6. Respect the rights of shareholders and facilitate. the effective exercise of those rights. Ga. 6b. Design and disclose a communications Strategy to promote effective Communication with shareholders and encourage effective participation at general meetings. Request the external auditor to attend the annual general meeting and be available to answer shareholder Questions about the audit.Introduction to Curporate Governance V1 7. Recognize and manage fis. Establish ‘Sound system af risk oversight and , ‘management and internal control 7-a. The board or appropriate board ‘committee should establish policies on risk oversight and management. 2a, The chief executive officer (or equivalent) and the chief financial officer (or equivalent) should state to ‘the board in writing that: « — Thestatement given in accordance with best practice recommendation 4a (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and contral which implements the policies adopted by the board; and ‘© The company’s risk management and intemal compliance and contral system is operating efficiently in all material respects. B. Encourage enhanced performance. Fairly ‘review and actively encourage enhanced board and management effectiveness. 6-2. Disclose the process for performance evaluation of the board, its committees ‘and individual directors, and key executives. ©. Remunerale faity and responsibly. Ensure that the level and composition of remuneration is siificient and reasonable and that its relationship to corporate and individual performance is defined. ee Sa, Provide disclosure in relation to the ‘company's remuneration policies to ‘enable investors to understand: = The costs and benefits of those policies; and ©The link between remuneration paid to drectors and key executives and corporate performance, 9b. The board should establish 2 remuneration committee. ‘Sc. Clearly distinguish the structure of non- executive director's remuneration from that of executives. 9-4. Ensure thal payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved by shareholders,ib ipa ‘and disclose a code of " ; 'stablish 70. Recognize the legitimate interests of 10-a. E: ide compliance with legal 5 ge SE eee ire and ‘ier obigaions to legitimate obligations to all legitimate stakeholders. oldets. REVIEW QUESTIONS Questions 1. What does governance mean? 2. Explain whether the following statement is true or false. “Governance is exercised only by the government of a country”. Explain how governance can be used in the following contexts and give appropriate examples: a. national governance b. local governance ©. corporate governance d. international governance 4. Explain briefly the cight (8) basic characteristics of good governance. 5, Transparency and accountability are synonymous. Explain whether the statement is correct or nol, 6. Explain whether the following statement is true or false. “Responsiveness usuaily results to effectiveness and efficiency”. 7. Define corporate governance. 8. What does corporate governance structure involve? 9. State the purpose of corporate governance. 10. Explain the basic objectives of corporate governance. 11. Explain the three basic principles of effective corporate governance.