Corporate Governance

This Financial Times Briefing on Corporate Governance was published in August 2011.

Its purpose is to provide busy executives and directors with a summary of the key issues they need to be familiar with. Chapter headings will include;

• What is it? What do I need to know?
• Why do it, what are the risks and rewards?
• What do success and failure look like?
• How to do it
• Role and duties of directors
• Role of the board
• Shareholder rights
• How to manage it
• Role of markets

The book does not just focus on large quoted companies but draws on codes and guidance that has been addressed to smaller quoted companies and also to unquoted companies. It briefly runs through how the ideas of corporate governance have evolved but its main emphasis is on practical things to do.

• Good corporate governance is about more than protecting shareholders' rights it is also about enhancing business effectiveness.
• It matters to all organisations and not just to a few quoted  companies
  
• It is not just about compliance but about engaging with stakeholders and living the values.
• It is not just about rules and regulations it is about behaviours. 

Well known companies are used to illustrate points that are made. One that shows what is meant by the importance of behaviours describes pages about risk management in the annual report - none of which gave any indication of how the company nonetheless incurred nearly a $billion in fines and costs from a whistleblower who had tried to let senior executives know of her concerns before she went to external authorities.

• It is not about box-ticking and 'boiler plate' disclosure it is about genuine transparency and communication
• It is about the board ensuring their policies are implemented and about corporate culture not just procedures