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What is Corporate Governance?

Defining Corporate Governance

There is no single definition of corporate governance that can be applied to all situations and jurisdictions. The Organization for Economic Cooperation and Development (OECD) which in 1999 published its Principles of Corporate Governance offers a more detailed, definition of corporate governance:

“the internal means by which corporations are operated and controlled … which involve a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined. Good corporate governance should provide proper incentives for the board and management to pursue objectives that are in the interests of the company and shareholders, and should facilitate effective monitoring, thereby encouraging firms to use recourses more efficiently.”



“Corporate Governance is a series of structures and processes for the direction and control of a company.”
Cadbury Report, December 1992.

"Corporate governance is not an abstract goal, but exists to serve corporate purposes by providing a structure within which stockholders, directors and management can pursue most effectively the objectives of the corporation."
US Business Round Table White Paper on Corporate Governance September 1997

“Corporate governance is about power and responsibility. It is the structure of power within each firm that determines who allocates money, who gets the cash flow, who allocates jobs. Who decides on research and development, on merges and acquisitions, on hiring and firing CEOs, on subcontracting to suppliers, on distributing dividends…”
Peter Gourvetich and james J. Shinn "Political Power and Corporate Control"

“The process by which corporations are made responsive to the rights and wishes of stakeholders.”
Demb and Neubauer, “The Corporate Board: Confronting the Paradoxes”

“Corporate governance is about how companies are directed and controlled. Good governance is an essential ingredient in corporate success and sustainable economic growth.”
Simon Deakin, Robert Monks Professor of Corporate Governance

“Corporate governance is about "the whole set of legal, cultural, and institutional arrangements that determine what public corporations can do, who controls them, how that control is exercised, and how the risks and return from the activities they undertake are allocated.”
Margaret Blair, “Ownership and Control: rethinking Corporate Governance for the Twenty-First Century”

“Corporate governance is the relationship between corporate managers, directors and the providers of equity, people and institutions who save and invest their capital to earn a return. It ensures that the board of directors is accountable for the pursuit of corporate objectives and that the corporation itself conforms to the law and regulations.”
International Chamber of Commerce
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