The Executive Of Directors ( The Collective ) As A Self Regulating Social System

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

Common stockholders are the basic owners of a corporation, but few stockholders of large corporations take an active role in management. Instead, they elect the corporation’s board of directors to represent their interests. Board members seldom get involved in the day-to-day management of the company. They establish the basic mission and goals of the corporation and appoint

To the extent of prevention of corporate failure, I argue that three ASX principles and recommendations could halt the demise of Dick Smith. Firstly, the 2nd principle which is “Structure the board to add value” by structuring the board with a majority of independent directors would prevent CEO dominance because some suggest that independent outside directors can reduce the influence of dominant individuals (ASX, 2014, p. 17). In accordance with Gallagher and Bennie (2015, p. 20), the independent directors are likely to focus on the company’s objectives and not to make decision relying on others. Furthermore, an addressing of independent directors would reduce the reliance on management, and create the effectiveness on monitoring (Dechow et al. 1996 cited in Christensen, Kent, and Stewart (2010)), as well as capability to lessen the conflict of interest between managers and shareholders (Hardjo & Alireza, 2012, p. 4). Thus, DSE’s board would be more active to monitor the CEO’s performances because independent directors pay attentions to the interest of company (Gallagher & Bennie, 2015, p. 20) and shareholders (Hardjo & Alireza, 2012, p. 4)

In the corporate form of ownership, the shareholders are the owners of the firm. The shareholders elect the directors of the corporation, who in turn appoint the firm’s management. This separation of ownership from control in the corporate form of organization is what causes agency problems to exist. Management may act in its own or someone else’s best interests, rather than those of the shareholders. If such events

In the 1800s, state corporation laws assisted in the creation of corporate boards, who could govern, much like state congresses, without unanimous consent of shareholders. This made the running of corporations much more efficient. As time passes, corporate boards seem to be gathering more and more power, particularly with the inception of large mutual funds and similar cash-building entities, which place another layer of organization between stakeholders and corporate governors.

The Board of Directors is defined as “a group of elected individuals who serve as representatives of an organizations’ stockholders” (Root). They are the decision-making power over management related policies and fiduciary duties of the organization. They make decisions to fire or hire the executive leaders, conduct performance evaluations on the company’s leading executives, and ultimately decide the executive’s compensation, as well as dividends to be distributed to the shareholders. The Board of Directors determine the organization’s strategic direction, and make sure the company is operating under the principles of the law to ensure the organization is conducting itself ethically, legally, and with social and environmental responsibility (Bateman 267).

In general, the corporations work towards meeting the end goal of adding value to its shareholders and/or stakeholders, but the way this ‘value is added and who is given priority while adding this value’ depends on the ‘perspectives’ (session1 slides) corporations choose to fulfill the objective of the given corporation. Corporation structures involve executive management, board of directors and its internal and external stakeholders. The executive management are at the helm of running the company, executing strategy and managing company operations, while corporate boards are supposed to keep an ‘careful watch’ and guide executive management activity. Boards are primarily performing ‘advisory and monitoring’ functions i) by acting independently in the interest of the corporation ii) guide management by taking ‘un-biased’ stand and at times taking opposing viewpoint than the company’s management iii) select, evaluate, and compensate Chief Executive Officer(CEO) and executive management oversee succession planning(session1)iv) review and monitor company performance while minimizing company costs v) risk identification, risk mitigation and risk avoidance guidance, governance and vi) guidance to CEO and senior management around strategic and operational direction of the organization.

This paper will be a literature review that discusses the notion that, the board of directors (the collective) as a self-regulating social system. This will be achieved by a systematic review of a collection of works into the area of corporate governance spanning the birth of the industrial revolution to the modern day. The areas of emphasis will be a view to identifying the key concepts, issues and laws created to better focus the actions of boards. In addition to identifying the locations for each of these developments and how this has led to divergent practices across the globe. Following the review of the literature the author of this paper will seek to discern the current direction and nature of corporate governance into the future.

One of the principals of corporate governance is to answer the questions of would the management be trusted to run the business in the best interest of the owners? How would they be held accountable for their actions? How would absentee owners keep control over the managers? So in order for corporate governance to take place and to be effective is to make sure that the elected board is doing their job.

Corporal governance is a strategy that has been utilized in the United Kingdom where a board is responsible for the success of the whole organization (Larcker, et al., 2011). A chief executive, separate chairperson, independent non-executive and executive direction consists the whole board. The organization is annually assessed by the board to see how its performing and accommodation are made where necessary. Transparency is the main principle that works in integrating the board members. The shareholders are given effective rights and encouraged to be engaged in the organization in that they have invested in them.

Board of directors managing the corporation has occurred over a period of time and over the years. Till the 19th Century, it was assumed the general meeting of shareholders was the main part of company and the boards of directors are agent of the company and the whole company is in control of shareholders in general meeting.

Companies are directed and controlled by a system known as corporate governance, in which boards of directors are responsible for governing their companies. The board of directors have responsibilities such as setting strategy aims for the company, supervising management and providing leadership. They must also report to the shareholders on their duties as directors. Their actions are subject to laws and regulations, as well as the shareholders in a general meeting. The shareholders appoint directors and auditors and must satisfy themselves that the structure in place to govern the company is adequate, (Financial Reporting Council, 2014).

In theory, the board of directors is an integral governance mechanism, which guides managers to pursue the interests of shareholders (Beiner, Drobetz, Schmid, and

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