Corporate Governance is based on following 4 pillars:
- Fairness: It is essentially related to ethical behaviour of the
companies. In order to achieve higher returns in short term, many
companies indulge in unethical trade practices like tax evasion,
etc. So to avoid these unfair practices Board should develop a code
of conduct that promotes ethical and responsible
decision-making.
- Accountability: Accountability means those, who are taking
decisions and actions, are answerable for their decisions and
actions. A well governed company respects the rights of its
stakeholders and helps them to exercise their rights.
- Transparency: It means accurate, adequate and timely disclosure
of information to the stakeholders. Transparency and disclosure
provide all the stakeholders with the information necessary to
judge whether their interests are being taken care of.
- Responsibilty: The board of directors are ultimately
accountable and responsible for the affairs and performance of the
company and should act fairly and independently to ensure that all
relevant informations are available to the stakeholders as neede.
Involvement of stakeholders in the decision making process of the
company is also essential.
Recommendations for a company to achieve a good corporate
governance:
- Communication and interaction of the company with its investors
and other stakeholders: There are various stakeholders who hold
joint interest in company's growth. Openness and transparency are
essential requirements for the company’s investors and other
stakeholders to have regular check in order to evaluate and relate
to the company and its future, and thus it involves a constructive
dialogue between stakeholders and company. This help in building
confidence amongst stakeholders and further attract more long-term
capital.
- Responsibilities of Board of Directors: The board of directors
is responsible for the overall strategic management and workinf of
the company. With properly following its' duties BOD can perform
following:
- improving strategic thinking at the top
- rationalising the management and constant monitoring of risk
that a firm faces
- reducing cost of capital
- assuring the integrity of financial reports
- avoiding excess wastage of company resources
3. Board committees: Board
committees may increase efficiency and improve the quality of the
work performed by
the board of directors. A board committee should be setup to
facilitate effective monitoring of companies by focusing on
corporate issue in detail. There are various committees which can
be setup in order to look after various different matters relating
to company such as, Audit committee, Remuneration, Nomination,
Compliance, Risk management, Investment, Investor relations,
Shareholders' Grievance committees.
4. Financial reporting, risk
management and audits: The members of BOD and executive board must
prepare financial reports which should be supplemented by various
other financial and non-financial information, which is relevant in
needs of the recepients. The presentation of reports must be easy
to understand by various parties.There must be proper risk
managemnet systems for internal control, which helps in increasing
efficiency. Required audits must be performed on a regular basis in
order to achieve Company's proper growth and increase its
goodwill.