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The Organization of Effective Corporate Governance

Effective corporate governance requires that everyone involved has clear and defined roles and duties. It also helps promote a positive workplace culture that promotes diversity and fairness. These frameworks can be applied to a wide spectrum of organizations, from large corporations to professional societies and families.

The board is responsible for establishing and approving corporate strategies that result in sustainable long-term value choosing the CEO and directing the management operation of the business as well as allocating capital for investment while assessing and managing risks; and setting the “tone at top” for ethical conduct. The board is typically comprised of insiders, such as founders, major shareholders, and executives. They are additionally joined by independent directors who have expertise in directing or managing large corporations. Independent directors are considered to be helpful in governance since they don’t have the same connections to insiders that could create conflicts of interest.

The composition of the board is critical as members are often faced with technical issues which require a variety of viewpoints. Governance experts suggest that a board comprised of at a minimum a majority of independent directors. Tenure and diversity also play a role in ensuring the board’s effectiveness particularly when discussions are lengthy and full of strong opinions. The board’s new members can bring fresh perspectives while those with longer time on the job can provide continuity and institutional knowledge.

The board is also responsible for understanding, evaluating and coordinating the annual operating budgets and plans of management. The board through its corporate governance committee and nominating committees, should be in constant contact with the largest shareholders to understand their views and inform them regularly about important questions that affect the business.

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