GOOD GOVERNANCE
RESPONSIVE - Institutions and processes try to serve
GOVERNANCE – process of decision making and the
process by which decisions are implemented.
CORPORATE GOVERNANCE – Organization for
Economic Co-operation and Development (OECD) is a
internal organization that works to build better policies
for better lives.
According to J.Wolfensohn “Corporate Governance is
about promoting corporate fairness, transparency and
accountability.
SHAREHOLDERS are always STAKEHOLDERS in a
corporation but STAKEHOLDERS are not always
SHAREHOLDER
SHAREHOLDER – owns parts of a public company
through shares or stocks.
STAKEHOLDER – has an interest in the performance of a
company for a reason other than stock performance
appreciation.
CORPORATE GOVERNANCE SYSTEM
MAJOR CHARACTERISTIC OF GOOD GOVERNANCE
1. PARTICIPATORY - all men and women should have a
voice in decision-making, either directly or through
legitimate intermediate institutions that represent their
interests.
2. FOLLOWS THE RULE OF LAW - legal frameworks
should be fair and enforced impartially, particularly the
laws on human rights.
3. TRANSPARENT - built on the free flow of information.
Processes, institutions and information are directly
accessible to those concerned with them, and enough
information is provided to understand and monitor
them.
4.
all stakeholders.
5. CONSENSUS ORIENTATION - Good governance
mediates differing interests to reach a broad consensus
on what is in the best interests of the group.
6. EQUITABLE AND INCLUSIVE - men and women have
opportunities to improve or maintain their well-being.
7. EFFECTIVENESS AND EFFICIENCY - Processes and
institutions produce results that meet needs while
making the best use of resources.
8. ACCOUNTABLE - Decision-makers in government, the
private sector and civil society organisations are
accountable to the public, as well as to institutional
stakeholders.
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1- Shareholders have a responsibility and duty to
remove fraudulent or CORRUPT directors.
2- Owners of a corporation shall jointly and severally
protect, preserve and actively exercise the SUPREME
AUTHORITY of the corporation in general meeting.
3- Since Directors are acting in the best interest of the
corporation and in a transparent and accountable
manner, fraud or corruption on their part should be
NON EXISTENT.
4-6- Every corporation shall be headed by an effective
board which should exercise LEADERSHIP, ENTERPRISE,
INTEGRITY and judgement in directing the corporation
in a transparent, accountable and responsible manner.
7- The process of appointing Directors to the Boards
should ensure a proficient mix of individuals who add
value and bring INDEPENDENT judgement in decision –
making.
8- The Board should ensure a proper MANAGEMENT
STRUCTURE is in place and make sure that the structure
function to maintain corporate integrity, reputation and
responsibility.
9- The Board must ensure that the corporation
complies with relevant laws, regulations, governance
practices accounting and auditing standards.
CORPORATION
10- The survival of the board depends on how well they
can increase SHAREHOLDER VALUE

11- The Board should monitor and evaluate the

implementation of strategies, policies and management
performance criteria and plans of the corporation, as
well as the viability and financial stability of the
enterprise – at least every YEAR.

12- Effective internal control procedures detect and

prevent FRAUDULENT/CORRUPTION.

13- The board should recognize the need for new

members to be places INDUCTED into their roles and for
all Board members to develop and strengthen their
governance skills in light of technological.

14- The board should appoint a competent CEO and

participate in the appointment of all senior
management and ensure appropriate training for
management and other employees, and put in place a
clear SUCCESSION plan for senior management.

15- The board must recognize and encourage

professional development and seek independent
PROFESSIONAL advice when necessary.

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EXPLAIN THE FOLLOWING

1. When there is good governance, voices of the

most vulnerable in society are heard?
2. When there is good governance, corruption in
minimize?