Governance
Agency theory - directors act as agents of shareholders
Potential problem - strategy to benefit directors, not shareholders, different attitude to risk (not their investment), short-termism
Goal congruence - incentives to align interests (profit related pay and share option schemes)
Rules or principles-based approaches
Rules - SOX, legally enforced, section 404 ICFR penalises SMEs
Principles - UK Combined Code of CG, comply or explain, SMEs more leeway, not legally compulsory, market benefits or penalties for non-complier
CG concepts - HAIR DRIFT
Honesty- truth, not misleading
Accountability - directors accountable to shareholders, stakeholders
Independence - NEDs free from conflict of interests
Responsibility - directors responsible to stakeholders
Decision taking - improve wealth of an entity
Reputation - ability to comply with CG concepts
Integrity - honesty and balance, trustworthy
Fairness - take into account legitimate interests
Transparency - full disclosure of material matters
CG purposes -PIGCREW
Practice methods - governance provides practice methods to aid those who are managing a company
Investment - governance creates assurance and trust thereby attracting investment
Growth - governance creates conditions for growth of the economy
Control - it is set in place to control excessive behaviour in the organisation
Rules - it creates rules within which the organisation is operated
Employment - it creates employment as well as deals with several employment issues
Wealth - it supports a wealth-creating capitalist system
Chairman - role (Higgs report) - RAISE DIP
Run the board
Active engagement by board members
Induction programme
Sufficient time for complex decision
Effective communications with shareholders
Development needs for directors
Information provided accurately and timely
Performance evaluation
