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Corporate Governance Model

The document provides guidance on forming an effective corporate governance model. It states that corporate governance should conform to the law, be amenable to regulation and control, and have a stable framework. It also stresses that corporate governance systems are unique to each country's environment and culture. An effective model considers factors like economic performance, market integrity, and proportionality. It emphasizes transparency, clear rules, consultation with stakeholders, and addressing unintended consequences of regulation. International cooperation is also important as companies expand globally.

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0% found this document useful (0 votes)
100 views24 pages

Corporate Governance Model

The document provides guidance on forming an effective corporate governance model. It states that corporate governance should conform to the law, be amenable to regulation and control, and have a stable framework. It also stresses that corporate governance systems are unique to each country's environment and culture. An effective model considers factors like economic performance, market integrity, and proportionality. It emphasizes transparency, clear rules, consultation with stakeholders, and addressing unintended consequences of regulation. International cooperation is also important as companies expand globally.

Uploaded by

Imran Shahani
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© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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FORMING AN EFFECTIVE CORPORATE GOVERNANCE MODEL

Market integrity and resource conservation are two goals that should inform good corporate

governance. It must conform to the law and be amenable to regulation and control. In order for

market participants to develop private contractual agreements, there must be a stable legal,

regulatory, and institutional framework for company governance. The laws, regulations, self-

regulatory organisations, voluntary commitments, and business practises that make up a nation's

corporate governance system are all products of the country's unique environment, history, and

culture. Accordingly, the best mix of legislation, regulation, self-regulation, voluntary standards,

etc., for every given country is different from one to the next. When it comes to corporate

governance, the legal and regulatory components may be supplemented by "comply or explain"

corporate governance norms, which allow for more leeway and may be tailored to meet the

requirements of individual businesses. When it comes to businesses, investors, and other

stakeholders, one size does not fit all. As the world and your organisation evolve, it's important

to evaluate your corporate governance system and make any necessary adjustments. Such

research is essential for designing an effective corporate governance framework. Consistent and

efficient outreach to the public is essential. Additional efforts to inform businesses and other

stakeholders of the benefits of responsible corporate management may be necessary in certain

nations. The advantages of productive international dialogue and collaboration should be taken

into account by national legislators and regulators when they craft corporate governance

standards. Overregulation can be avoided, entrepreneurial spirit can be fostered, and the risk of

damaging conflict of interest in both public and private organisations may be mitigated if certain

conditions are met in the corporate governance structure.


Economic performance, incentives for the market participants, well-functioning markets,

transparent and market integrity, are all components of corporate governance that should

be considered.

Economies organised by corporations tend to lead to progress. The economic repercussions of

business regulation and legislation are so affected. It is the responsibility of policymakers to

provide an environment in which businesses of varying sizes, types, and locations may

experiment with new methods of creating value and making effective use of resources.

Accordingly, proportionality should be enabled through corporate governance arrangements,

particularly for publicly traded companies. Adaptability may be required in areas such as the

organization's ownership and control structure, its geographic footprint, the industries in which it

operates, and its stage of development. Competitors in an open market are disciplined and held to

account.

Requirements for corporate governance should be transparent, enforcible, and legitimate.

New rules and regulations should be planned to be enforced and implemented effectively and

equitably across all stakeholders if they are to be necessary to remedy obvious market faults.

Government and other regulatory authorities successfully consult with businesses, trade

associations, and other interested parties. The parties should also have safeguards in place to

preserve their rights. It is important for policymakers to weigh the costs and benefits of their

proposed actions in order to limit the negative effects of things like excessive regulation,

unenforceability, and other unintended consequences on the economy. As a means of

discouraging dishonesty and encouraging good corporate governance, public authorities should

be equipped with robust enforcement and punishment powers. It is up to the individual

jurisdiction to choose what percentage of enforcement is public and what percentage is private.
The objectives of corporate governance are established by voluntary norms and standards.

Shareholders and other stakeholders may be confused regarding the status and implementation of

such standards, despite the fact that they promote corporate governance..

The public interest should be prioritised, and authorities should be able to define their

tasks clearly.

Corporate governance is affected by several bodies of legislation, including those pertaining to

companies and securities, accounting and auditing standards, bankruptcy, contracts, employment,

and taxes. Regulations pertaining to human rights and the environment also have an impact on

business administration. It's possible that unintended overlaps and conflicts resulting from legal

impacts might undermine efforts to improve the corporate governance. There is a risk that has to

be addressed by policymakers. Respecting and capitalising on the complementary capabilities of

different bodies and agencies is essential for effective enforcement, which necessitates a fair

division of monitoring, implementation, and enforcement responsibilities across authorities. By

establishing clear rules and regulations, organisations may avoid or handle contradictory

objectives like attracting business and punishing transgressions. To avoid regulatory vacuums

and to decrease the cost of compliance with various systems by enterprises, it is important to

keep an eye on laws that overlap and occasionally clash across countries. There has to be good

reason before private organisations is trusted with regulatory oversight or duties. The public

body is responsible for ensuring the legality, fairness, and consistency of any delegated authority.

Corporate governance should be helped by D. Stock market regulation.

Setting and enforcing requirements for its listed issuers might help stock markets enhance

corporate governance. Stock markets allow buyers and sellers to buy and sell shares of an issuer
to communicate their preferences for corporate governance. Therefore, the listing requirements

and trading regulations of the stock market are crucial to good corporate governance. The "stock

exchanges" of today are diverse. This calls for investigating the motivations and capabilities of

stock exchanges through the lens of their organisational structures.

The agencies responsible for oversight, regulation, and enforcement should be equipped

with the credibility, authority, and resources essential to carry out their duties fairly and

effectively.

Furthermore, they should make quick, easy to understand decisions. Corporate governance

responsibilities, along with other regulatory, supervisory, and enforcement responsibilities that

should be delegated to organisations are both autonomous and accountable in their operations,

and that possess the necessary powers, resources, and expertise to carry them out effectively.

Formal governing bodies (a board, council, or commission) with specified term have been

established in several countries to ensure the political independence of the securities regulator.

Independent decision-making is fostered by staggered appointments outside of the political

calendar. They should be objective and answerable to the law or the government. When

corporate events and disclosures increase, it may put a pressure on supervisory, regulatory, and

enforcement bodies. For this reason, they will need a sizable budget and competent staff to keep

track of and look into any developments. Competition for workers will strengthen regulation and

law enforcement.

Transnational collaboration is aided by F. bilateral and multilateral information exchange.

High levels of foreign ownership and commerce need for close coordination between regulatory

bodies throughout the world. As companies expand their global reach via unlisted and listed
entities, the scope of the corporate governance is expanding to include a wider range of nations

and economies.

FINANCIAL INTERMEDIARIES, INSTITUTIONAL INVESTORS, AND STOCK

MARKETS

An effective investment chain and stock markets are necessary for excellent company

governance. The economic realities must inform the construction of the corporate governance

legal and regulatory framework. There is no longer a direct correlation between company

performance and shareholder returns in many nations. Several parties act as go-betweens in the

investment chain, adding layers of complexity. Motives and corporate responsibility are

influenced by impartial third parties. There is a wide range of competence and interest in

corporate governance among institutional investors and asset managers. Corporate governance,

which may or may not involve voting rights, is a feature of a few business structures. A firm

model and investment plan that does not promote active shareholder engagement may be

received by certain benefactors and customers.

Organizational investors are encouraged by the Principles to share their policies on corporate

governance with the public. Participation in company affairs by shareholders extends beyond the

casting of votes at annual meetings. Board and management communication are two other typical

forms of shareholder involvement. Institutional investors have been the target of voluntary

shareholder engagement legislation (stewardship codes) proposed by a number of governments

in recent years.

Institutional investors with a fiduciary duty to their shareholders should be transparent

about the procedures


The ability to vote may be important to investors such as pension funds, collective investment

schemes, certain insurance companies, and asset managers working on their behalf. Since it

might be costly for investors to do nothing with their ownership rights, they should familiarise

themselves with the institutional investor policy. When a corporate governance plan is disclosed

to the market, it must include the institution's stated approach for determining when and how to

intervene in a corporation, as well as its evaluation criteria. When an organisation has a voting

policy, it is especially important to provide accurate vote records. Financial advisors working

with RIAs are required to share information with either the public or their clients (only for their

securities). Shareholder meetings are supplemented by conversations with the portfolio

companies. Companies and IR companies should have these discussions, but the business should

treat all investors fairly and not provide IR firms access to information that is not publicly

accessible. As a result, a business' supplementary data often consists of a refined version of the

company's standard market history and data. Institutional investors have a responsibility to their

beneficiaries and their portfolio companies to provide appropriate people and financial resources

to implement a corporate governance plan. Customers who rely on institutional investors should

be aware of their corporate governance principles and the individuals who implement them.

Nominees or custodians must follow the instructions of the beneficial owner while casting a

vote.

Nominee custodians should not cast votes on their clients' behalf unless specifically ordered to

do so. While ordinary matters are often up for vote, certain jurisdictions have extensive lists of

subjects on which the custodian may not vote without guidance. Shareholders have the right to

receive up-to-date information about their voting rights from their custodian institutions.

Shareholders have the option of casting a vote in person or designating a proxy. Additionally,
shareholders may vote while delegating certain voting rights to the custodian, who would then

notify them of all shareholder votes and allow them to cast their ballots. Depositary receipt

holders should be given the same voting rights and opportunities to shape the company's

direction as common shareholders.

Institutional investors with a fiduciary duty should disclose their procedures for handling

material conflict of interest might compromise their legal rights to investments.

Different intermediary shareholders may have varying incentives for voting their shares and

doing other essential ownership actions.If there is a significant conflict of interest, such as a

financial deal with the portfolio firm, it should be disclosed. Institutions should also disclose the

steps they have taken to protect their property rights. It's possible to divide incentives for

managing funds and those for bringing in new clients. Disclosure of asset management and

intermediary costs is essential.

The corporate governance model should provide for the disclosure and mitigation of

conflicts of interest by brokers, analysts, rating agencies, proxy advisers, and others that

advise investors.

There are several layers of investors between the company and the company's ultimate owners.

Those in the middle are often advised by a wide variety of experts. The role of proxy advisors,

who provide institutional investors with voting advice and who provide voting services for a fee,

is crucial to the functioning of the corporate governance system. Corporate governance

consulting is a service that certain proxy advisors provide. Corporate governance is evaluated by

third-party service providers. There is overlap between the roles of analysts, brokers, and ratings

organisations, which may lead to tensions and potential conflicts. Corporate governance relies
heavily on the work of analysts, brokers, rating agencies, and proxy advisors, all of whom should

be afforded some kind of legal protection. If managed appropriately, they may have an effect on

corporate governance. Potential bias may arise if the person giving the advice also wants to

supply services to the company or if they have a direct material investment in the business or its

competitors. To lessen the possibility of conflicts of interest and other threats to transparency,

several nations have passed laws and encouraged self-regulatory rules. The procedure and

justification underlying proxy advisory services' recommendations, as well as the voting rules

applicable to their clients, should be made public and/or disclosed to investor consumers.

Insightful trading and market manipulation should be strictly prohibited.

Because of its manipulative effects on markets, insider trading is generally forbidden across the

world. Both shareholder equity and good corporate governance are violated by these methods.

Such a prohibition can only be effective if it is strictly enforced.

Corporations trading on exchanges outside their jurisdiction of incorporation are required

to inform investors of local rules governing corporate governance.

It's important to have precise and documented cross-listings. These days, it's not uncommon for a

company to be listed or traded on a market in another country. Concerned shareholders may want

to know what kind of corporate governance practises are in place at that firm. Procedures for

holding an annual shareholders meeting and protections for minorities might be included. As

such, the firm must specify the applicable legislation. It's important to keep in mind the subtle

but important differences when trading is governed by one jurisdiction and critical corporate

governance obligations are governed by another. Another effect of globalisation in the stock

market is the rise of cross-listings, or secondary listings of corporations on other stock


exchanges. If a company is cross-listed, it will usually abide by the regulations of its primary

listing. Local listing limitations are often lifted for secondary listings in accordance with the

exchange's listing requirements and corporate governance rules. It is important for stock

exchanges to provide clear information on crosslisting rules and any corporate governance

exemptions that may apply in a given country

Good corporate governance is fostered by transparent and efficient price discovery in the

stock market.

By combining market-related data with firm-specific data on prospects and performance,

effective corporate governance enables shareholders to monitor and assess their company

investments. If they see fit, shareholders may sell, buy, or reevaluate their holdings in a

corporation. Shareholders' rights may only be exercised when there is access to accurate market

data and effective price discovery.

STAKEHOLDERS IN THE CORPORATE GOVERNANCE

Recognizing stakeholder rights established by legislation or mutual agreements is an important

part of a sound corporate governance structure, as it will inspire businesses and their constituents

to collaborate for the common good of economic growth, job security, and sound financial

footing. Maintaining proper corporate governance facilitates the availability of capital and

financing for businesses. With the help of good corporate governance, businesses may invest the

most profitably in their human and material resources. A company's competitiveness and

profitability depend on the efforts of its investors, employees, creditors, customers, and suppliers

working together. Businesses may improve their competitiveness and bottom line with the aid of

their stakeholders. So, businesses gain from encouraging stakeholder collaboration that generates
wealth. Stakeholders' contribution to the company's long-term performance should be recognised

within the governance framework.1

Honor the rights of stakeholders under the law and in contracts.

Legal requirements (such as employment, corporate, economic, environmental, and bankruptcy

laws) or contractual obligations impose rights on stakeholders on businesses. Many businesses

go above what is required by law and recognise a broader range of stakeholder interests as part

of their public persona and operational strategy. The OECD Guidelines for Multinational

Enterprises may be used by MNCs operating in particular countries to ensure they are meeting

their respective legal requirements.

Stakeholders need to have access to meaningful remedies when their rights are infringed.

Within a well-defined legal framework, stakeholders should be able to open lines of

communication and pursue redress for rights abuses.

Make it easier for workers to participate.

Employees' roles in corporate governance might vary greatly from one nation and one company

to the next. Employees may benefit organisations in a variety of ways when participation

techniques are used in corporate governance. Systems for involving workers in their workplaces

include work councils and employee participation on boards. Under both international and

domestic law, workers have the right to access information, consultation, and bargaining.

Performance is improved in many countries by profit sharing or employee stock ownership

plans. Pension responsibilities are often a part of the relationship between an employer and an

1
(A.A., 2022. Content of the corporate governance system)
employee. The trustees of a truly independent fund should have no ties to the company's

management and act in the best interests of the fund's beneficiaries as a whole.

Information provided to corporate governance stakeholders should be timely, relevant, and

reliable

In order to perform their duties under corporate governance systems that encourage their

participation, stakeholders need access to relevant information. E. There has to be a safe space

where all parties, including employees and their unions, may report illegal or unethical behaviour

to the board and other authorities without fear of retaliation. When business leaders behave

unethically or illegally, it may compromise the rights of stakeholders while also posing a threat

to the company's standing and its shareholders' wealth. Therefore, it is in the best interests of the

company and its shareholders to provide channels through which employees and outsiders may

report illegal and unethical conduct. Protecting these individuals and their representative bodies,

as well as providing them with direct, confidential access to an independent board member (often

an audit or ethics committee member) is a duty mandated by law and should be a priority for any

board. Business ombudsmen are available to listen to and resolve customer concerns. Several

agencies will take reports through confidential email and phone. Representative employee

organisations may raise concerns to the company in certain countries, but this does not mean that

individual employees in such countries have fewer rights or fewer protections. Workers are

encouraged to reveal their legitimate complaint to the proper authorities if they do not get timely

corrective action or a genuine danger of negative employment action as a result of the complaint.

Infractions of the OECD Guidelines for Multinational Enterprises may be heard by National

Contact Points in several countries. The company must not treat its employees or outside groups

unfairly.
Creditor rights enforcement and a robust bankruptcy regime are complementary to good

corporate governance.

Loan quantities, types, and conditions for businesses will all be influenced by the rights and

enforceability of creditors. Compared to businesses operating in less transparent markets,

companies with strong corporate governance records may have a greater opportunity to borrow

at more favourable rates. The rules governing corporate insolvency are quite variable. When a

company is in financial distress, directors in numerous countries are obligated to prioritise the

interests of creditors. Debtors in other countries are urged to come clean with their creditors as

soon as possible..

TRANSPARENCY AND DISCLOSURE

Information about the company's finances, performance, ownership, and governance should be

made public in a timely manner and be accurate. All sorts of data about publicly traded and large

unlisted firms are collected and disseminated by governments in most countries. When important

company changes occur, or in certain other countries, the public may be required to be updated

more often than once every six months or three times each year.

Companies often provide more information than is necessary due to market pressure. The

Principles call for timely reporting of significant events that occur in between regularly

scheduled reports. This ensures that all shareholders are kept up-to-date at the same time with

any relevant or essential information. To maintain positive connections with investors and

market participants, businesses should avoid breaking this fundamental principle of equitable

treatment. The burden of complying with disclosure laws should not fall on enterprises.
Materiality is used to determine minimum disclosure requirements in several countries.

Information that may have an impact on users' financial decisions is considered material. Before

investing or voting, a sane person would make sure they have all the relevant information. A

strong disclosure structure that promotes transparency is essential for market-based monitoring

of firms and educated shareholder rights. Companies may affect investor safety and business

behaviour via disclosure. Better transparency has the potential to keep investors happy and

maintain faith in the financial markets.

The corporation, its shareholders, and the economy may all lose out if information was withheld

or procedures were not transparent, all of which could lead to unethical behaviour. Markets

might be hampered, capital costs can rise, and resources can be misallocated if information is

incomplete or inaccurate. Businesses may better explain their organisational structure,

operations, environmental and ethical policies, and community involvement when they provide

this information to the general public. Many nations' laws may be in conformity with the

OECD's Multinational Enterprise Guidelines.2

Important details about:

The company's non-financial objectives and information

Businesses should be transparent about their policies and results related to public policy

commitments such as corporate ethics, environmental protection, social responsibility, human

rights, and worker rights. The availability of this data might aid stakeholders in evaluating the

quality of a company's community involvement and overall success. In numerous countries,

large firms are required to voluntarily or legally disclose nonfinancial information in

2
Martínez‐Ferrero, J., 2022. Assurance of corporate social responsibility reports
management reports. Included under this category might be secret political donations. It is a legal

requirement in a number of nations for multinational corporations to publish their net sales or tax

payments broken down by industry and country (country-by-country reporting).

The power to vote and beneficial ownership

Those considering investing in a business should be aware of how it is structured and what rights

they have as owners. The organisational makeup and group relationships of a corporation should

also be made public knowledge. Members of the group should be open about the group's

purpose, makeup, and activities. After a certain threshold of ownership, information about

ownership should be made public.

Executive compensation and that of the board of directors

Investors are concerned about pay for the board of directors and corporate officers. Both short-

term gains and the company's long-term viability need consideration when setting compensation

levels. Investors may judge the effectiveness of compensation plans and reward systems like

share options schemes by looking at the salaries of boards of directors and top executives.

Disclosure of retirement and termination plans is now mandatory in several countries. The

highest-paid executives must be revealed in certain nations, but in others this is just the case for

specific positions.

Qualifications for board members, how they are chosen, the role of outside directors, and

the autonomy of the board are all important issues.

The background, potential conflicts of interest, and skills of the members of board and the top

executives are essential information for investors. Credentials, shareholdings, other board
memberships, executive experience, and independence should all be disclosed by board

members. Board membership information should be made public since it reveals board members'

expertise, commitment level, time commitment, potential for conflicts of interest, and affiliations

with other boards. Independent board members are expected to fulfil certain duties and it is

strongly recommended that they make up the majority of the board.3 Board members'

independence must be justified by the board. The validity of these claims is ultimately

determined by the market and the opinions of shareholders. Some countries have laws mandating

that businesses disclose their hiring procedures, especially if they were open to a large number of

applicants. Shareholders should be apprised of any changes in circumstances prior to the annual

meeting.

Concerns with workers and other interested parties

It is strongly recommended, and in some countries even mandated, that businesses be transparent

with their employees and other stakeholders about any significant risks that might significantly

impact the company's performance or their own. Management-worker contacts, including as

compensation, collective bargaining protections, and employee representation, as well as

creditor, supplier, and community connections, may be subject to public disclosure.

BOARD RESPONSIBILITIES

Country and organisation both have an impact on the composition of boards.

Certain countries use a two-tiered board structure, with separate regulatory and executive

branches. Such structures often consist of a "supervisory board" of non-executives and a

"management board" of top-level managers. Various countries have what are called "unitary"

3
Pulejo, L., 2022. Corporate governance and sustainability
boards, which include both executives and non-executives. In certain countries, an official

auditing agency is required by law. Every board that exercises governance and oversight must

adhere to the Principles.

Directors must make decision in best interest of the company and its shareholders after

carefully considering all relevant information and acting in good faith with all necessary

diligence and care.

The board's responsibilities may include looking out for the interests company, shareholders of

cmpany, its employees, and the public at large in certain jurisdictions. Management should avoid

becoming too entrenched for the sake of the enterprise. Directors have the obligations of "care"

and "loyalty" in their fiduciary capacities. Members of the board must act in good faith, with

complete awareness and meticulous care. In certain nations, the standard of conduct is the one

shown by a person of reasonable caution in like situations.

The duty of care does not apply to errors in business judgement in most nations if board

members do not act with gross negligence and make a judgement with reasonable diligence. The

board members should make educated decisions. Proper procedure calls for them to have faith

that critical company information and compliance systems underpin the board's core monitoring

responsibility as described in the Principles. This term is required as part of the duty of care by

securities legislation, accounting standards, and other regulations in several jurisdictions. This

article builds on the idea of loyalty to discuss topics including shareholder ownership, related

party transaction monitoring, and compensation strategies for senior executives and board

members. The directors of a conglomerate of companies owe their loyalty to the companies

themselves and their shareholders, rather than to the parent business.


All shareholders should be treated fairly by the Board's actions.

Board meetings should not be used as a forum for representatives of various interest groups.

While certain shareholders may propose or elect certain board members while in office, all

shareholders must be treated fairly.4 This idea is particularly important when there are dominant

shareholders who can appoint all board members.

There must be morality on the board.

It's important to think about the stakeholders. The board establishes a culture of ethics by

selecting and overseeing the company's top leadership. The organization's everyday operations

and long-term commitments are bolstered by the respect and trustworthiness that result from its

exemplary ethical standards.

Boards of directors are under growing pressure to evaluate senior leadership's fiscal and tax

planning strategies in order to counteract practises like aggressive tax avoidance that are harmful

to the company's bottom line, public image, and stakeholder value. The board and the CEO are

expected to follow company-wide guidelines while interacting with the company's many,

sometimes conflicting, stakeholder groups. Trading company shares for personal gain should be

against the rules of conduct. The need of legal compliance is not the endpoint of ethical

behaviour.

Methods of corporate governance are being evaluated and updated

In order to ensure management accountability, the board of directors routinely analyses the

company's internal structure. Corporate governance procedures, including board self-assessment

and performance reviews of board members, the Chair, and the CEO, are subject to regular

oversight and disclosure requirements in many jurisdictions.

4
Pulejo, L., 2022. Corporate governance and sustainability
Ensuring that executive and board remuneration is in line with the company's and

shareholders' long-term interests

Pay guidelines for directors and executives should be established and made public by boards.

Such policy statements define the remuneration structure and performance metrics that place

long-term business goals ahead of short-term goals. Directors' consultation fees are often

outlined in a policy document. They also specify the rules for the ownership and transfer of

company stock by board members and top executives, as well as the procedures for the allocation

and adjustment of options.5 It is the case in certain countries that termination and recruiting costs

for executives are paid for by the government. Thus, potential bias is eliminated. Including

provisions for a potential penalty and the ability to recover past payments is strongly suggested.

In the event of management fraud or other substantial violation with financial reporting laws, the

corporation may withhold and recoup executive income.

A transparent nomination and election process for the board.

Shareholders are urged to elect directors by these Principles. The board is obligated to follow

these and any other election and nomination policies. Before anything else, the board or

nomination committee must assure openness and compliance, even if nomination processes may

vary from country to country. Second, the board establishes the qualifications, either broadly or

specifically, of the directors the company must have on any given committee or analogous body

to review and report on the most fundamental accounting principles underlying financial

reporting. The board should still be in charge of risk management and the reliability of reporting

mechanisms. Across many jurisdictions, the board chair is responsible for reporting on the status

of internal control.

5
Martínez‐Ferrero, J., 2022. Assurance of corporate social responsibility reports
IN CONCLUSION, THE BOARD OF DIRECTORS SHOULD BE UNBIASED WHILE

MAKING BUSINESS CHOICES

To fairly evaluate CEO performance, steer clear of any conflicts of interest, and strike a healthy

balance between competing business needs, the board must maintain its objectivity. The

composition and role of the board of directors must reflect the need for management autonomy

and impartiality. There must be a sufficient number of independent board members, who are not

part of management, in order to deal with these kinds of circumstances. In a single-tier board

setup, separating the CEO and Chair may increase the board's objectivity and independence from

management. The separation of these responsibilities has the potential to improve power

dynamics, accountability, and the board's independence from management. Having a lead

director in charge of steering the board in the event of management conflicts is recommended in

several jurisdictions. In addition, these methods have the potential to enhance board effectiveness

and corporate governance. The chairman or chief executive officer may be assisted by a business

secretary in certain nations. The independence of the board of directors may be influenced by the

company's form of ownership. The board and management might be chosen by the most

powerful shareholders. The board of directors still has a duty of loyalty to the company and its

shareholders. A country's board structure, ownership, and practises may need a distinct method

of ensuring board impartiality.

REFERENCES

 Abdukarimovich, A.A., 2022. Content of the corporate governance system, foreign

experience and efficiency of its implementation. Asian Journal of Research in Social

Sciences and Humanities, 12(5), pp.240-244. https://www.indianjournals.com/ijor.aspx?

target=ijor:ajrssh&volume=12&issue=5&article=046
 Abdukarimovich, A.A., 2022. THE EFFECTIVENESS OF THE IMPLEMENTATION

OF THE CORPORATE GOVERNANCE SYSTEM IN HIGHER EDUCATIONAL

INSTITUTIONS. INNOVATIVE DEVELOPMENT IN THE GLOBAL SCIENCE, 1(3),

pp.120-125. http://academicsresearch.com/index.php/iditgs/article/view/415

 García‐Sánchez, I.M., Hussain, N., Khan, S.A. and Martínez‐Ferrero, J., 2022. Assurance

of corporate social responsibility reports: Examining the role of internal and external

corporate governance mechanisms. Corporate Social Responsibility and Environmental

Management, 29(1), pp.89-106. https://onlinelibrary.wiley.com/doi/abs/10.1002/csr.2186

 Huang, J.Y., Shen, K.Y., Shieh, J.C. and Tzeng, G.H., 2019. Strengthen financial holding

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