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Effective corporate governance requires the creation of clear and well-defined roles, responsibilities, accountability and transparency for all stakeholders. It also assists in creating positive workplace culture that respects differences and encourages fairness and impartiality. These frameworks can be used by a wide range of organisations from large corporations to professional associations and families.
The board is responsible for establishing and approving corporate plans which create sustainable long-term values as well as selecting the CEO and directing the management operation of the business; allocating capital for investment; assessing and managing risks and setting the “tone at top” for ethical conduct. The board usually consists of the insiders–major shareholders, founders, and executives–as well as independent directors with experience in managing or directing other large enterprises. Independent directors are regarded as beneficial to governance as they do not have the same ties as are often found among insiders, which can lead to conflicts of conflicts of interest.
The composition of the board is vital because board members often have to deal with technical issues which require a variety of viewpoints. Because of this, experts in governance generally recommend that boards include at a minimum the majority of independent directors. It is essential to ensure that the board can effectively function, especially in cases where discussions are long and filled with strong opinions. The board’s new members are able to offer fresh perspectives and perspectives, while those with more tenure offer continuity and institutional knowledge.
Additionally, the board is accountable for reviewing, understanding, and supervising the annual operating plan of management and budgets. The board through its corporate governance and nominating committee, will also regularly reach out to the major shareholders to learn about their opinions and inform them regularly about important matters that impact the business.