In corporate governance so who would like to contributions to the company and who win in

fight government the company right and more importantly when we talk about The governor
by outside directors or managers so this is one of the problems in fact before Corporation
came to be if of course the question of who win Michael abusers now the owners of the
company typically or the managers themselves in reality if the managers are also the
investors and it realities to some extent because the managers who will run and managed to
die task and activity of the company she was asked why many people thought that the
managers in reality are the owners of the company now the system walk the way that it was
an intended with the owners also controlling the business right so even when full larger and
the managers were higher right and the owners would often on the scene to hold the
Management Group accountable so for example if a company got into a chapel right if it
failed to do business world to perform well it failed to earn profit for instance the avoiding the
facts or it might have some investigations due to some kind of formula Etc so even company
got into trouble right of course the persons who win the responsibility for the company very
often is the top leaders or the president of the company right and however in reality on the
screen right the tomorrow. the prayer. the owners who receives and managers control now
see model illustrates the pre corporate and corporate periods of course now they describe
meant that essentially no one or no person or group old enough says to exercise control
does that mean in a Safe Company in a joint stock company for instance so that mean if the
company is contributed by thousand people but it's understandable because many
companies they sell the sale to the public and of course does hundreds of people also to
have the steak in the company right so that's why it's very hard to Define who is the owner is
that right who is who you really exercising controls of the company so the most effective
control that the owners could exercise was elections of the board of directors right social so
because everyone say that word because I contribute to the company and that's why I can
own I can control the company if everyone have some kind of arguments or some kind of
debate then it calls a mess right so that's why the most effective wifeOn behalf of the show
Holdings now however in generalities where the system can break down for corporate
governance to function effectively the board of directors must be defective potent body or
organization to carry out and responsibility and of course the board of directors must create
the cultures that does not focus too much on maximizing short-term result any bus attracts
the right mix of directors that can advise find the resources and monitor behavior of
management including the CEO chief executive officer right so even when you elect both of
directors must have appropriate procedure working procedures it must have an effective
working procedure and it have to carry a responsibility in the Rose effectively right now
whether he or she have the capability or not which is important and whether he or she have
the capability to provide advice to the shareholders to make the right decision say for
instance in the crisis of covid-19 in the past 2 years for instance and of course because they
face a lot of problems in terms of business trade in terms of supply chain in terms of
resources that we do not have in order to produce Goods now the roles of the board of
directors in that City devices whether they should change the directions of business weather
Jose go on into another type of business so not everyone have that kind of ability right
because seeing the future have the ability to predict what's coming so this is important it's
come down to the competency of the director of sitting in the book right but here but not the
issue even weave we have to bottom directors but the shareholders all we want to control
the board of directors so what can you do when someone hides you but one way tells you to
lose it to do that would you be happy to do it of course not right so what do you need do you
need something you need some kind of empowerment so that mean once you are higher
once you are elected by the shareholder do you want to have not of course absolute but
rather absolute power in order or authorities in order to make the decision in other words as
we already learned that they must own Trust you must own trust from the shareholders of
course and I said Trust now how can we have an independent board of directors no more
independence from management is a very crucial aspect of good governance now good
governance so good governance is a concept that shows the good performanceOr link to the
verbs all the CEO if they do then it comes to the issue of conflict of interest right and of
course in contrast the inside director have time of some sort to The Firm right because there
and that's why they have some kind of connection right to the phone and of course it can be
the top managers in the firms it can be the family members or others with professional or
personal relationship to the firm or to the CEO but we are talking about the inside directors
inside directions maybe to the CEO okay and less objective in decision making therefore
they might be hesitant to speak out when necessary to see the difference and the wicked of
having inside the writers now they have some kind of connection they have even some kind
of Interest imbued or inherent in the company and that's why when necessary you will need
some to speak out they don't in other words the inside director very often do not have the
independence or randomly or really independent Implement that independents how we can
improve corporate governance there's a couple of ways in order to improve corporate
governance the first one is legislating legislative that means with the government or the
company and the company have to comply to the groups the second one is that we can
make changes in the board of directors if we see if the shareholder realize that the
performance of the directors is not effective it's not well functioning then they can change it
now they change the direction the outside directors then they can dismiss and change and
higher new person the third one is the diversity of the world you know people of different
even they can be a different ethnicity so it can be about racism you don't want to employ
black people old people are basic background voice people so what diversity so we've been
talking about diversity Awards I mean we have we we can bring people of different
backgrounds different ethnicity or different gender it can be male or female but diversity not
the fourth one in order to improve corporate governance is thatAnd she don't have any
connections to even the food say for instance the link with the first interests is it supposed no
not it wife in order to improved copy governance is we used different committees or different
board different units to set up under the management of the board of directors so what are
the Committees so typically committee to committees under the board of directors the first
one is the audit committee now what the body committees responsibility now it is responsible
for assessing the adequacy of internal control systems and the Integrity of financial
statements first one is to assessed the adequacy of internal control systems so whether the
company have already have like the internal audit systems whether it have any supervision
or monitoring systems the Integrity of financial statement which is very important right so
they have to ensure that the financial statements must comply with integrity through so
governance candle and that's why to establish things to committees responsibility committee
now the only committee very often they take responsibility to ensure that public financial
statements are not misleading send me it must be very clear was very straightforward social
the first one the second one it must ensure that internal controls are adequate internal
control are adequate that made it have to put in this place a system that monitors owned the
financial system payments or procedures to make sure that every spending responsibility of
the body community applications of material Financial article and legal irregularity so if there
is any complaint any guys of the abuse of materials of the abuse of financial status issues is
that one other responsibility of the other committee is to rectify the selections of the external
auditor what does it mean because the company competency or any issue lynnwood.com of
independent auditors the weather the article has any relatives and I have any friends
working forFor impossibly performed then it is recommended that the Committees should
include people from outside of the company because it is it even possessed executive
performance right and his own language Deport or under the board of directors is the
corporate responsibility committee of corporate sustainability committees now we talk about
corporate responsibility before right in very first nature responsibility and here we talk about
the corporate responsibility committee so even it is a joint stock company but because the
company is required to take responsibility so this is Steve I got a typical of committees for
mechanisms that we deal with such issue as diversity second equal employment opportunity
health and safety six it is Consumer Affairs are you soon about consumer and another issue
is political action a political excellence when the business link to the government right now
another easy improvements of the board of directors the relationship between the board the
CEO as a relationship between the board of directors with the chief executive officer now
board of directors have always been responsible for monitoring CEO performance and if a
CEO's performing poorly than the board of directors with this meeting or her and it is obvious
because it in the terms of preference right so cc is important and these are the issues that
the company need to pay attention to in order to improve corporate governance right is this
another question about so how the board of directors be accountable to the shareholder or if
the person sitting on the board make some kind of mistake so what is dependency on them
right do they have to take any liability do they have to take any responsibility the
performance of the board of directors so it's because it makes the director to be aware of
their performance their responsibility that accountability okay nowAnd of course to
shareholders withhold the directors accountable for the progress and for the development of
the company and of course so responsibility and your applications okay so what if these
divorce increased reputation of the company or a damaged reputation of the company all
right and how is it controlled how to control the manage the assets of the company of course
in this sense owned by the shareholders of the shareholder we come to the road of the
shareholder yeah and corporate governance now the shareholders of variety of groups right
with a range of interest and expectation million of chess it might be old my hundreds of
shareholders of course in that case they have different brains of interest in a spectation
however even though they all have different interests and expectations reality owners of the
company is prime so they might have different aspects expectations if I have different
interests but they share one common last night that is the ownership of the company so
that's why they have a right to have their voices hurt the expectation to be heard and
implemented and deliver now put things up in put things up right into practice however it has
presented an ongoing challenge to the shareholder and managers and one of the easiest
have been fighting to have their voices hurt in corporate governance of course particularly as
we have learned and we have discussed that even the old company but they are not many
they are not controlling they're not wanting the company and that's why fight to have the
voice heard now this is the shareholder democracy right and this kind of movement stand
from the like power that the shareholders have felt and test you so even though you have
money but the company is running by another person no say for instance how's it going to
practice shareholder democracy and one way in order to practice that kind of democracy is a
voting right they use vote the board of directors they even vote in order to select the
directions of the company right so that's one way soComes for 2018 so that's why
shareholder democracy is important in this sense now to save how the Democracy begin
with the boat elections of course so it is important another is you relating to say holder is
shareholder and one major reason that relations between the Management Group and
shareholders have heated up is our shareholder have discovered the benefits of organizing
and earning power so in fact shareholder activism is not a new phenomena it go back to you
know years ago Wednesday shareholders say when kick out of the company management
and not respected by the management so that's why even when they have to share
movements that state stood off to five against that type of dictatorship by the board of
directors and they tried to recover so I want to see that's why house the set holder activities
we have more than technology and that make it easier even for the smallest interest from
have with the companies in which the investing so even if you are here you know like
investment or buy some kind of share of a company I'll get the ideas and of course no don't
you see relating to the performance of the company that of course you can contribute so
voice no idea now what would happen if the company or the board of directors do not take
into account or do not take the advice Steve ideas of the shareholders of the shareholder
can then make a lawsuit right and who they can submit the soup to they can do it to kind of
what's it called Security and Exchange Commission so this commissions the rise to benefits
of the shareholders in this particularly happens in United States in Europe right and because
they the laws only stand on the side of the say holder because they're the person we have
the money to make it best the roles of shareholders in corporate governance now we have
learned different kind of Motors of corporate governance already right there's another
ownership of corporate governance and you can see here we have in the middle the CEO
the management employees their own wayNow very often it depends on the opposes
different models we can use the previous models that we've introduced before and we can
use this model and the inside we can see here he comes from in fact from people who work
in the legal field because as you can see he is size 1 aspects that link to copy governor and
because the emphasize this guy tomorrow because they argues of the laws used to support
say how the primary model of corporate governance and very often that kind of model and
law was misinterpret and the shareholders in that case do not own corporation on the phone
that the person who own the stock to say but they don't have the legal right to control the
firm so this is what we message before right and that's why they try to find out the model that
in a way helped and support these say holders to control to deliver the strategies of the
shareholder okay so this is the opportunity we learned before which end and which is very
popular more popular in the market now this is the