Governance

CORPORATE GOVERNANCE

- systems of rules, practices, and processes by which companies are governed.

Good governance - means that the board makes sure that all resources increasingly contribute to achieving
the organization’s mission and vision.

Accountability is a fundamental requirement of good governance. The organization must report, explain and be
answerable for the consequences of decisions it has made on behalf of the people serves.

Good governance uses generative thinking. Boards govern more effectively when they take a leadership
approach to their work.

1. The fiduciary mode — the stewardship of tangible assets. This mode is the bedrock of governance.
Fiduciary work makes sure that organizations are faithful to its mission, accountable for performance, and
compliant with relevant laws and regulations.

2. The strategic mode — develop the strategy with management to set the organization’s priorities and
course and to deploy resources accordingly.

3. The generative mode — boards and management frame problems and make sense of ambiguous
situations. This shapes the organization’s strategies, plans, and decisions.

Good governance is transparent. People should be able to follow and understand the decision-making
process. This means that they will be able to see how and why a decision was made clearly

Good governance follows the rule of law. This means that decisions are consistent with relevant legislation or
common law and are within the powers of the board.

Good governance is responsive. The organization should always try to serve the needs of shareholders,
customers workforce and other stakeholders while balancing competing interests in a timely, proper and
sensitive way.

Good governance is fair and inclusive. Feelings of well-being results from shareholders, customers workforce
and other stakeholders are considered by the board in the decision-making process.

Good governance is effective and efficient. The organization implements decisions and follow processes that
make the best use of the available people, resources and time to make sure the best possible results.

Good governance is participatory. Provide an opportunity for anyone affected by or interested in a decision to
take part in the process of making that decision

PURPOSE OF CORPORATE GOVERNANCE

The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management
that can deliver the long-term success of the company.
 OBJECTIVES OF CORPORATE GOVERNANCE

1. Fair and Equitable Treatment of Shareholders

2. Self-Assessment
3. Increase in Shareholders’ Wealth
4. Transparency and Full Disclosure

BASIC PRINCIPLES OF EFFECTIVE CORPORATE GOVERNANCE

Accountability. The Code provides for accountability of the Company's Board of Directors to all shareholders in
accordance with applicable law and provides guidance to the Board of Directors in making decisions and
monitoring the activities of the executive bodies.

Fairness. The Company undertakes to protect shareholders' rights and ensure equal treatment of shareholders. The
Board of Directors shall give all shareholders the opportunity to obtain effective redress for violations of their rights. ∙

Transparency. The Company shall provide timely, accurate disclosure of information about all material facts relating
to its activities, including its financial situation, social and environmental indicators, performance, ownership
structure, and governance of the Company, as well as free access to such information for all stakeholders.

Responsibility. The Company recognizes the rights of all interested parties permitted by applicable law and
seeks to cooperate with such persons or companies for their own development and financial stability.

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Understanding the Role of the Shareholder

A shareholder can be an individual, company, or institution that owns at least one share of a company
and therefore has a financial interest in its profitability.

Understanding the Role of the Stakeholder

Stakeholders can be:
∙ owners and shareholders

∙ employees of the company

∙ bondholders who own company-issued debt

∙ customers who may rely on the company to provide a particular good or service

∙ suppliers and vendors who may rely on the company to provide a consistent revenue stream

KEY TAKEAWAYS
∙ Shareholders are always stakeholders in a corporation, but stakeholders are not always shareholders.
PARTIES INVOLVED IN CORPORATE GOVERNANCE: THEIR RESPECTIVE BROAD ROLE
PARTY OVERVIEW OF RESPONSIBILITIES

1. Shareholders Provide effective oversight through election of board

members, approval of major initiatives such as buying
or selling stock, annual reports on management
compensation from the board.

2. Board of Directors Ensure that the organization is run according to the

organization’s charter and that there is proper
accountability.

3. Non-Executive or Independent Directors The same role as the entire board of directors.

4. Management Operations and accountability. Manage the

organization effectively; provide accurate and timely
reports to shareholders and other stakeholders.

5. Audit Committee of the BODs Provide oversight of the internal and external audit
function and the process of preparing the annual
financial statements as well as public reports on
internal control.

6. Regulators Set accounting and auditing standards dictating

underlying financial reporting and auditing concepts;
A. Board of Accountancy set the expectations of audit quality and accounting
quality.

Ensure the accuracy, timeliness and fairness of public

reporting of financial and other information of public
B. Securities of Exchange Commission companies.

7. External Auditors Performs audits of company financial statements to

ensure that the statements are free from material
misstatements including misstatements that may be
due to fraud.

8. Internal Auditors Performs audits of companies for compliance with

company policies and laws, audits to evaluate the
efficiencies of operations, and periodic evaluation and
test of controls.