Corporate Governance PDF
Corporate Governance PDF
Corporate Governance PDF
Corporate Governance –
Principles, Policies and Practices 2e
Chapter 2
Governance and management
Governance and management
in which we recognise:
• definitions of corporate governance
• the scope of corporate governance
• the significance of constitutions for corporate
entities
• the difference between governance and
management
• the performance and conformance aspects of
governance
• alternative board structures
Other sources of
finance Institutional investors
Stock
CG activists
Markets
Societal Market
influences and Investment
analysts intermediaries
other Providers of
stakeholders debt capital
Shareholders
Governing body i.e. members
Government - board of
and other directors
corporate
regulators External
Contractual auditors
stakeholders:
Suppliers, Management
Customers
bankers
Companies Registrar
Memorandum
- name of company
- objectives
- registered office
- share capital
- liability of shareholders limited
Articles of Association
- detailed rules for running the entity
- Table A
The members
Governing body
Corporate
entity
Management
governance
management
INED
Board Structure
ED
Co. Secretary
Investment (Compliance
Manager Officer)
General
Manager
Outward looking
Supervising
executive activities Policy making
Inward looking
Outward
looking Providing Strategy
Accountability Formulation
conformance performance
O
O O
O O
O = executive
directors
N N
O
O executive directors O
N non-executive directors O O O
N
N N
N N
O
N non-executive directors O O
O executive directors
• MCM 3 8 0 11
• BCOM 3 3 0 6
• Excel Technology 4 1 3 8
• Esprit Holding 5 2 3 9
• Giordano 3 4 0 7
• Percentage
Two-tier board N
N N
N N
N N
N N
N non-executive directors
O executive directors
O
O O
O
We have considered
• definitions of corporate governance
• the scope of corporate governance
• the significance of constitutions for corporate
entities
• the difference between governance and
management
• the performance and conformance aspects of
governance
• alternative board structures