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Definition of corporate governance: How It Operates, Principles, and Examples

2022-12-06  Maliyah Mah

Discover how these laws, customs, and procedures affect your investments.

Corporate Governance: What Is It?
Corporate Governance

Corporate governance refers to the set of guidelines, customs, and procedures that regulate and control a business. Corporate governance generally entails striking a balance between the needs of all of a company's various stakeholders, including shareholders, senior management, clients, suppliers, financiers, the government, and the local community.

Corporate governance, which includes almost every aspect of management from action plans and internal controls to performance assessment and corporate transparency, serves as the framework for achieving a company's goals.


  • Corporate governance is the framework of guidelines, procedures, and management techniques used to guide and oversee an organization.
  • The main factor affecting corporate governance is the board of directors of a corporation.
  • A company's operations and ultimate profitability may be called into question by poor corporate governance.
  • Environmental awareness, moral behavior, business strategy, pay, and risk management is all aspects of corporate governance.
  • Accountability, openness, fairness, responsibility, and risk management are the fundamental tenets of corporate governance.
  • Knowledge of corporate governance
    Specific rules, regulations, policies, and resolutions put in place to guide business behavior are referred to as the governance framework. In governance, a board of directors is essential. Shareholders and proxy advisors are significant stakeholders with influence over governance.

An important aspect of community and investor relations is communicating a company's corporate governance. For instance, the investor relations page of Apple Inc. describes its corporate management (its executive team and board of directors). It offers information on corporate governance, such as committee charters and governance papers including bylaws, rules for stock ownership, and articles of incorporation.

The majority of businesses aim for excellent corporate governance. Simply being profitable is not sufficient for many shareholders. Additionally, it must exhibit excellent corporate citizenship through a commitment to the environment, moral conduct, and effective corporate governance.

Corporate Governance's Advantages

Transparent norms and controls are established by good corporate governance, and the interests of shareholders, directors, management, and staff are all aligned.

It promotes trust among citizens, investors, and public servants.

  • Corporate governance may give stakeholders and investors a clear picture of a company's direction and moral character.
  • Long-term financial viability, opportunity, and returns are encouraged.
  • It might make capital raising easier.
  • A rise in share prices can be attributed to good corporate governance.
  • The likelihood of financial loss, waste, hazards, and corruption may be reduced.
  • It is a strategy for resiliency and sustained achievement.
  • Directors' Board and Corporate Governance
  • The most direct stakeholder influencing corporate governance is the board of directors. Directors are chosen by the board of directors or chosen by the shareholders. They speak for the company's stockholders.

Important choices including executive salary, dividend policy, and the nomination of corporate officers are up to the board.

In certain circumstances, such as when shareholder votes demand certain social or environmental concerns be addressed, a board's tasks go beyond financial optimization.

Insiders and independent members are frequently found on boards. Major shareholders, founders, and executives are considered insiders. The connections that insiders have are not shared by independent directors. They are picked based on their prior expertise in leading or managing other sizable corporations. Independents are regarded as being beneficial to governance since they assist balance shareholder interests with insiders' interests and reduce the concentration of power.

The board of directors must make sure that corporate strategy, risk management, accountability, transparency, and ethical business practices are all incorporated into the company's corporate governance policies.

A board of directors should be made up of a varied range of people, including those with commercial expertise and understanding as well as those who can offer an outsider's view on the organization.
The Corporate Governance Principles
Although there are no restrictions on the number of guiding principles that can exist, some of the more well-known ones are as follows.


The board of directors must treat all stakeholders fairly and equally, including shareholders, employees, suppliers, and communities.


The board should notify shareholders and other stakeholders in a timely, accurate, and understandable manner about items like financial performance, conflicts of interest, and hazards.

Management of Risk

The board and management must decide how to appropriately control risks of all kinds. To manage them, they must follow their advice. The presence and status of hazards must be communicated to all pertinent parties.


The board is in charge of regulating business affairs and managerial actions. It must be informed about and committed to the company's successful, ongoing performance. Its duty includes finding and appointing a CEO. It must operate in a company's and its stockholders' best interests.


The objective of a company's operations and the outcomes of its behavior must be disclosed by the board. It is responsible for evaluating a firm's capability, potential, and performance along with the company leadership. It must let stockholders know about important matters.

Models of Corporate Governance

Anglo-American Style
The Shareholder Approach, the Stewardship Model, and the Political Model are only a few variations on this model. The Shareholder Model, however, is the main model.

The shareholders and board of directors are in charge under the Shareholder Model. Despite being acknowledged, stakeholders like suppliers and employees have no control.

It is the responsibility of management to conduct the business in a way that maximizes shareholder interest. Importantly, the right incentives must be made available in order to match management conduct with shareholder/owner interests.

The model takes into account the reality that shareholders support the company financially but have the option to stop doing so if they are unhappy. This can maintain management's effectiveness and efficiency.

Both insiders and independent members should be on the board. Despite the fact that historically the CEO and board chairman might be the same person, this approach aims to have two different people fill both positions.

The board, company management, and shareholders must stay in constant communication for this corporate governance model to succeed. The attention of the shareholders is drawn to important issues. Shareholders are asked to vote on important choices that need to be made.

The regulatory agencies in the United States frequently favor shareholders over boards and top management.

Model Continental

Under the Continental Model, two groups stand in for the governing body. They are the management board and the supervisory board.

The management board in this two-tiered structure is made up of employees, including executives, who work for the company. Outsiders from the community, such as stockholders and union representatives, make up the supervisory board. Representatives from banks with ownership interests in a corporation may also sit on the supervisory board.

The two boards continue to be wholly independent. The law of a nation determines the size of the supervisory board. Shareholders are unable to alter it.

With this system of corporate governance, national interests have a significant impact on firms. It is reasonable to anticipate that businesses will support government goals.

This model also values stakeholder involvement highly because it can help a business continue to operate and grow.

Japanese Design

The big shareholders known as Keiretsu, who may have investments in similar companies or business partnerships, management, and the government are the main participants in the Japanese Model of corporate governance. There is no position or voice for smaller, independent, private stockholders.

These major actors establish and regulate company governance jointly.

Typically, the board of directors is made up of insiders, including business executives. If profits decline, Keiretsu has the authority to fire board members.

Through its laws and policies, the government has an impact on business management's operations.

Due to the concentration of power and the focus on the interests of people in positions of power, corporate transparency is less likely in this model.

Assessing Corporate Governance: A Guide

In order to prevent losses and other undesirable outcomes like bankruptcy, you should choose organizations that engage in effective corporate governance as an investor.

You can look at specific aspects of a company to see if it adheres to excellent corporate governance. These territories consist of:

Disclosing procedures

  • Structure of executive compensation (whether it is just based on performance or also takes into account other measures)
  • management of risk (the checks and balances on decision-making)
    Conflict of interest resolution guidelines and processes (how the company approaches business decisions that might conflict with its mission statement)
  • Participants on the board of directors (their stake in profits or conflicting interests)
    social and contractual responsibilities (how a company approaches areas such as climate change)
    connections with suppliers
  • A list of shareholder complaints and how they were handled
  • Audits (the frequency of internal and external audits and how issues have been handled) (the frequency of internal and external audits and how issues have been handled)
    Examples of poor governance techniques are:

Companies that don't collaborate with auditors well enough or choose auditors who aren't qualified enough, which lead to the release of phony or illegal financial documents
Poor CEO compensation plans that don't give business leaders the best possible incentive
Ineffective incumbents are tough for shareholders to remove due to poorly organized boards
Before choosing an investment, make sure to incorporate corporate governance in your due investigation.

Corporate Governance Examples

AG Volkswagen

Ineffective corporate governance can raise questions about a company's dependability, honesty, or duty to shareholders. The financial stability of the company may be affected by all of these. Scandals like the one that rocked Volkswagen AG beginning in September 2015 can be caused by tolerance for or encouragement of criminal activity.

The "Dieselgate" scandal's findings showed that the manufacturer had been manipulating pollution test results in America and Europe for years by purposefully and systematically rigging engine emission devices in its vehicles.

In the days after the scandal first broke, Volkswagen's stock lost roughly half of its value. In the first full month after the news, its global sales decreased by 4.5%.

The board structure at VW enabled the rigging of the emissions tests and was the reason it wasn't discovered sooner. VW has a two-tier board structure, consisting of a management board and a supervisory board, as opposed to the typical one-tier board structure found in most businesses.

The purpose of the supervisory board was to oversee management and provide final approval to company actions. It lacked the independence and power necessary to fulfill these roles, though.

The majority of stockholders were represented on the supervisory board. Members of the board owned 90% of shareholder voting rights. There was no genuinely independent boss. Because shareholders had control, the supervisory board's mandate to monitor management and staff and how they performed was defeated. The manipulated emissions were made possible as a result.


Concern from the public and the government regarding corporate governance ebbs and flows. However, frequently, widely reported allegations of corporate wrongdoing rekindle interest in the topic.

For instance, corporate governance became a crucial issue in the United States at the beginning of the twenty-first century when dishonest business practices caused high-profile firms like Enron and WorldCom to go bankrupt.

Enron had a problem because its board of directors allowed the company's chief financial officer (CFO), Andrew Fastow, to form independent, private partnerships to conduct business with Enron, in violation of numerous conflict-of-interest laws.

The debts and liabilities of Enron were covered up via these private partnerships. They would have drastically decreased the company's profits if properly accounted for.

The establishment of the organizations that concealed the losses was made possible by Enron's lax corporate governance. Additionally, the business employed dishonest individuals, from Fastow on down to its traders, who engaged in illicit market activity.

The Sarbanes-Oxley Act was passed in 2002 as a result of the Enron scandal and other scandals that occurred around the same time. It increased the requirements for recordkeeping for businesses and set harsh criminal penalties for transgressions of these and other securities rules. The goal was to regain the public's trust in public corporations and the way they conduct business.


One frequently hears about instances of poor company governance. In fact, it's frequently the reason businesses make the news. Because of their corporate governing policies, organizations with effective corporate governance are rarely in problems.

PepsiCo is one business that often attempts to upgrade its good corporate governance practices. Investor feedback was requested for PepsiCo's 2020 proxy statement in six areas:

  • Board diversity, rotation, and leadership structure are also included.
  • Sustainability, corporate purpose, and long-term strategy difficulties
  • ethical business culture and good governance
    management of human resources
  • Discussion and analysis of compensation
  • Engagement of shareholders and stakeholders

    A visual representation of the organization's existing leadership hierarchy was presented in the proxy statement. The link between the company's "Winning With Purpose" vision and adjustments to the executive remuneration program was also demonstrated, along with a combined chair and CEO, an independent presiding director, and other elements.

What Constitutes Corporate Governance's Four Ps?

People, process, performance, and purpose are the four Ps of corporate governance.

The importance of corporate governance
Corporate governance is crucial because it establishes a set of guidelines and procedures that govern how an organization functions and how it balances the interests of all of its stakeholders. Financial viability is a result of ethical business activities, which are a result of good corporate governance. That may then draw investors.

What Are Corporate Governance's Fundamental Principles?
Accountability, openness, fairness, responsibility, and risk management are the fundamental tenets of corporate governance.

The conclusion

Corporate governance refers to the governing principles that a business establishes to guide every aspect of its operations, including compensation, risk management, and employee treatment, as well as reporting unfair practices and managing environmental impacts.

A corporation is more likely to make moral decisions that are advantageous to all of its stakeholders when corporate governance demands honest and ethical business conduct. For investors, it may highlight a prospective investment. A company's breakdown caused by poor corporate governance frequently results in scandals and bankruptcy.

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2022-12-06  Maliyah Mah