1 Corporate Governance Explained
Key Concepts
- Board of Directors
- Audit Committee
- Compensation Committee
- Nominating/Corporate Governance Committee
- Stakeholder Theory
Board of Directors
The Board of Directors is the governing body of a corporation, responsible for overseeing management and ensuring the company's operations align with its strategic goals. The board sets policies, approves major decisions, and ensures accountability.
Example: The board is like a steering committee for a ship. They ensure the ship (company) stays on course (strategic goals) and makes decisions about navigation (policies and major decisions).
Audit Committee
The Audit Committee is a subcommittee of the Board of Directors, responsible for overseeing the company's financial reporting process, internal controls, and audit functions. They ensure transparency and accuracy in financial statements.
Example: The audit committee is like a quality control team in a factory. They inspect the products (financial statements) to ensure they meet standards (accuracy and transparency) before they are shipped out (released to the public).
Compensation Committee
The Compensation Committee is responsible for determining the compensation of top executives and aligning their pay with the company's performance and long-term goals. They ensure that compensation packages are fair and motivate executives.
Example: The compensation committee is like a coach setting player salaries in a sports team. They ensure that players (executives) are paid based on their performance (company performance) and are motivated to win games (achieve goals).
Nominating/Corporate Governance Committee
The Nominating/Corporate Governance Committee is responsible for identifying and recommending candidates for the Board of Directors. They also oversee the company's governance practices to ensure they are effective and ethical.
Example: The nominating committee is like a talent scout for a team. They identify and recruit the best players (board members) who will contribute to the team's success (company's success). Corporate governance is like the team's rules, ensuring everyone plays fairly and ethically.
Stakeholder Theory
Stakeholder Theory posits that a corporation should be managed for the benefit of all stakeholders, including shareholders, employees, customers, suppliers, and the community. This theory emphasizes the importance of balancing the interests of all parties.
Example: Stakeholder theory is like a community project. The project (company) should benefit all members of the community (stakeholders), not just the project leader (shareholders). Balancing interests ensures everyone feels included and valued.