Governance and Management
Governance and Management
Governance and Management
Corporate Governance –
Principles, Policies and Practices 3e
Chapter 2
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.
Figure 2.1:
The scope
of corporate
governance
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
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
• Percentage
Two-tier board
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.