PRINCIPLES OF CORPORATE GOVERNANCE AS A TOOL FOR FINANCIAL STABILITY
Evolving
Principles for any emerging field is most tedious, time consuming and difficult
to converge diverse interests, practices and cultures. There are essential
factors for prudent investors to invest their scarce resources for achieving
long-term returns through accountable
governance structures.
The
Governance principles have been formulated and reformulated after rigorous
consultations by the OECD in six key areas, namely rights of shareholders,
interests of stakeholders, role of board, disclosure and discrepancy, basis for
effective governance framework and
integrity and ethical behavior. These can also be clubbed both in
precise and extended forms. Some of the commonly accepted principles can
however be identified as:
22. Shareholder’s rights
and responsibility- Corporate charter, majority
voting standards, shareholders activism, access to Director’s nomination.
33. Shareholder’s claims-
Parity to all legitimate stakeholders with regard to legal and other
obligation.
44. Accountability-
Board’s responsibility to shareholders, directors easy access to management,
independent Board with outside Directors, board’s oversight committees,
seperate position of CEO and Chairman.
55. Transparency-
Transparent, fair and timely disclosures, regularity in governance reporting.
66. Executive and
Director’s remuneration- Structure and component of
remuneration, incentives, peer analysis, severance agreements, retirement plan,
pay for non-executive Directors.
77. Corporate culture-
Code of ethics and conduct, whistle-blowers mechanism, compliance with laws.
88. Integrity in FinancialReporting- Adherence to
international financial reporting standards, audit committee over-sight,
related party transactions.
19. Robust Independent
Audit- Independent auditor’s
role, enhance reporting to shareholders, auditors rotation, non-audit fee,
internal audit mechanism.
210. Risk oversight-
Appropriate risk management policies, procedures, reporting and decision-making
protocols.
311.Corporate
Responsibility-
Environmental, social and governance issues, sustainable and beneficial to the greatest number of
shareholder including various stakeholders development, human rights
violations, political and charitable contributions.
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