Corporate Governance : The Top Level Managements

Corporate governance is a set of actions used to handle the relationship between stakeholders by determining and controlling the strategic direction and performance of the organization. Corporate governance major concern is making sure that the strategic decisions are effective and that it paves the way towards strategic competitiveness. (Hitt, Ireland, Hoskisson, 2017, p. 310). In today’s corporation, the primary objective of corporate governance is to align top-level manager’s and stakeholders interest. That is why corporate governance is involved when there is a conflict of interest between with the owners, managers, and members of the board of directors (Hitt, Ireland, Hoskisson, 2017, p. 310-311).

Corporate governance in itself has no single definition but common principles which it should follow. For example in 1994 the most agreed term for corporate governance was “the process of supervision and control intended to ensure that the company’s management acts in accordance with the interest of shareholders” (Parkinson, 1994)1. Corporate governance code is not a direct set of rules but a self-regulated framework which businesses choose to follow. This code has continued to change in the past 20 years in accordance with what is happening in the business world. For example the Enron scandal caused reform in corporate governance with the Higgs Report which corrected the issues which were necessary. Although it does not quickly fix problems, it gives a better framework to

As details of the Enron scandal surfaced public outrage grew, calling for action, accountability and consequences. Corporate governance began receiving renewed interest. Corporate governance is a multi-faceted subject that sets forth the rules and responsibilities of the relationship between the corporation and its stakeholders (Cross & Miller, 2012). This includes the company’s officers and management team, the board of directors, and the organizations shareholders.

Phenomenal growth of interest in corporate governance has emerged in recent years. The body of literature on the subject has grown markedly in response to successive waves of large corporate failures. Furthermore, there have been numerous attempts to define what constitutes ‘good corporate governance’ and to provide guidelines in order to enhance the quality of corporate governance.

The article is written to help readers gain a solid understanding the roles of corporate governance, both inside and outside the company. Its goal is simply to impart information, not make claims or arguments on its own. I will be judging it mainly on the sources gathered, numerous examples and explanations given and the overall effectiveness it possesses in effectively communicating its ideas.

This was a very interesting article, in my opinion it brings to mind the derived phrase, which came first the chicken or the egg. Meaning, is corporate governance an attempt to control the results of unethical practices of corporations or is it meant to deter them. In reading this article, it is clear that certain corporations practiced unethical business behaviors for self-interest, but the questions this author have are: 1. Should corporate governance be regulated by the legislature as well as the organization and to what degree, 2. Is corporate governance, there to protect the shareholder or the stakeholder, 3. How effective is corporate governance on a global level. The need for a governance system is based on the assumption that the separation between the owners of a company and its management provides self-interest executives the opportunity to take actions that benefit themselves, with the cost of these actions borne by the owners (Larcker & Tayan, 2008).

The ASX Corporate Governance Council defines the ‘corporate governance’ as the framework of rules, relationships, systems and processes within and by which authority is exercised and controlled within corporations (Corporate Governance Principles and Recommendations, 2014). The term “failure” of a corporate can be described as “Insolvency” in Australia (Michaela Rankin, 2012). And the reasons for corporate failure can be grouped into six categories: 1. Poor strategic decisions. 2. Greed and the desire for power. 3. Overexpansion and ill-judged acquisitions. 4. Dominant CEOs. 5. Failure of internal controls 6. Ineffective boards(Michaela Rankin, 2012).

Corporate governance is the set of processes, customs, policies, laws and institutions, which directed, administered and controlled over the corporation (Monks & Minow, 2008). Corporate governance is a way by which a company governs itself for providing the values to their stake holders. The WorldCom did not follow the corporate governance policy. If the WorldCom would have followed the corporate governance it would have not led towards this business failure and company would have not gone for the unethical practices conduct in the organization. Corporate governance would have increased the faith of stakeholders towards the company and company would have survived for long time (Monks & Minow, 2008).

The beginning of the twenty first century marked the dawn of a new age, but with its arrival brought a chilling reality that saw the credibility of corporate America being sorely tested due to the scandals that rocked the foundation of capitalism at its heart and soul. This disconnects saw executive management and the board of directors at odds with shareholders and stakeholders over how to attain wealth accumulation while still creating an atmosphere of good corporate governance. This paradigm led some to question that if managers, who are the principal agents of the corporation, act in the best interest of the company or for themselves. Lord Acton once stated, “Power corrupts, and absolute power corrupts absolutely”. There were three specific corporate scandals that led to failed confidence in the financial sector and the subsequent legislation known as Sarbanes-Oxley Act of 2002 which attempted to address this malfeasance: Enron, WorldCom, and Arthur Andersen.

Corporate governance explains the official rule and regulative parameters for controlling and overseeing the entity (Cascarino, 2012, pg. 131). Responsibilities following the audit committee include keeping up to date safe guards and flow of communication with the auditors (Dogas, C., 2015). Corporate governance clearly explains the “rules, processes, and laws under which entities are operated, regulated, and controlled and includes such the board of directors and the audit” (Cascarino, 2012, pg. 131). After the effects were felt of the first large fraudulent crime of Enron and WorldCom, “the United States enacted the Sarbanes-Oxley Act (SOX) with the plan to widen the duties of auditors, management, audit committees, and boards of directors” (Cascarino, 2012, pg.

The executives are accountable to the board of directors. Instead of protecting the investors, the board enticed the culture of financial fraud in the company for selfish gains. It failed in its duties in keeping the executives in check.

The corporate governance debate has been a global phenomenon, attributed to the increasing deregulation of worldwide capital markets and the expansion of the shareholder class . Such changes have increased awareness of the importance of corporate governance practices,

Financial management has closed relation to corporate governance because the failure of corporate governance can lead to reporting failure whereby most of them manipulated their financial statements. In addition, the failure in corporate governance that is occurring in the organization will put a pressure to the company when it comes to report on the performance of the company. In order to show that the performance of the company is in line with the expectation, they tend to produce a false accounting, aggressive earnings management and other reporting failure where there is no existence of transparency, accountability and

Corporate governance includes all the rules, regulations, procedures and practices that guide a company in achieving their objective. Corporate Governance(CG) creates a support platform for a company’s stakeholders; the owners, the board, employees, the community and the regulators. Corporate governance policies are instituted to protect the interest of stakeholders through monitoring and controlling all management practices. Questions arise regarding the need to regulate corporate governance; if it is widely believed that good corporate governance leads to better financial performance, then firms would not need to be reminded to adopt these practices, however various recent company failures have revealed that good corporate governance practices are still lacking in many firms. The global financial crisis coupled with the fall of Enron, WorldCom and more recently the Volkswagen AG scandal in 2015 has led to high investor and society expectations regarding CG of companies.

Corporate Governance refers to the way a corporation is governed. It is the technique by which companies are directed and managed. It means carrying the business as per the stakeholders’ desires. It is actually conducted by the board of Directors and the concerned committees for the company’s stakeholder’s benefit. It is all about balancing individual and societal goals, as well as, economic and social goals. Corporate Governance is the interaction between various participants (shareholders, board of directors, and company’s management) in shaping corporation’s performance and the way it is proceeding towards. The relationship between the owners and the managers in an organization must be healthy and there should be no conflict between the