The Cadbury Report which was released in the UK in 1991 outlined that "Corporate governance is the system by which businesses are directed and controlled." Good corporate governance is a key factor in underpinning the integrity and efficiency of a company. Poor corporate governance can weaken a company’s potential, can lead to financial difficulties and in some cases, can cause long-term damage to a company’s reputation.
A company which applies the core principles of good corporate governance; fairness, accountability, responsibility, disclosure, and transparency, will usually outperform other companies and will be able to attract investors, whose support can help to finance further growth.
Fairness refers to equal treatment, for example, all shareholders should receive equal consideration for whatever shareholdings they hold. In Ireland this is protected by the Companies Act 2014. However, some companies prefer to have a shareholder agreement, which can include more extensive and effective minority protection. In addition to shareholders, there should also be fairness in the treatment of all stakeholders including employees, investors, creditors, communities, and public officials. The fairer the entity appears to stakeholders, the more likely it is that it can survive the pressure of interested parties.
Corporate accountability refers to the obligation and responsibility to give an explanation or reason for the company’s actions and conduct.
- The board should present a balanced, understandable assessment of the company’s position and prospects.
- The board is responsible for determining the nature and extent of the significant risks it is willing to take.
- The board should maintain sound risk management and internal control systems.
- The board should establish formal and transparent arrangements for corporate reporting and risk management as well as for maintaining an appropriate relationship with the company’s auditor.
- The board should communicate with stakeholders at regular intervals, a fair, balanced, and understandable assessment of how the company is achieving its business purpose.
The Board of Directors are given authority to act on behalf of the company. They should therefore accept full responsibility for the powers that it is given and the authority that it exercises. The Board of Directors are responsible for overseeing the management of the business, affairs of the company, appointing the chief executive and monitoring the performance of the company. In doing so, it is required to act in the best interests of the company. Accountability goes hand in hand with responsibility. The Board of Directors should be made accountable to the shareholders for the way in which the company has carried out its responsibilities.
Disclosure and transparency
A principle of good governance is that stakeholders should be informed about the company’s activities, what it plans to do in the future and any risks involved in its business strategies. Transparency means openness, a willingness by the company to provide clear information to shareholders and other stakeholders. For example, transparency refers to the openness and willingness to disclose financial performance figures which are truthful and accurate.
Disclosure of material matters concerning the organisation’s performance and activities should be timely and accurate to ensure that all investors have access to clear, factual information which accurately reflects the financial, social, and environmental position of the organisation. Organisations should clarify and make publicly known the roles and responsibilities of the board and management to provide shareholders with a level of accountability. Transparency ensures that stakeholders can have confidence in the decision-making and management processes of a company.
Benefits of corporate governance
Strong corporate governance maintains investors’ confidence, whose support can help to finance further growth. Companies who implement the principles of good corporate governance into working environment life will ensure corporate success and economic growth. They are the basis on which companies can grow.
This article was written by Sinead McGilloway, Manager - Company Secretarial, in Hawksford's Private Client team in Ireland.