商务风险管理指南：如何遵从公司治理.pdf

17 Corporate Governance: How to Comply It’s the day of the shareholder’s meeting. The central London hotel conference room is stuffy and the coffee is sour. But the Chair is cheerful. He looks relaxed, chatting briefly to fellow directors as the meeting comes to order. As he gets up, he takes the shareholders through the results of another reasonably good year. But a few voices of dissent emerge. Why are there no women on the Board? Why is the CEO also the Chair? And are the newspaper reports about his private dealings true? The Chair brushes off these criticisms with a breezy manner . Your eye is caught by the sight of some rather youthful and slightly scruffy shareholders. Surely they won’t try anything on? Has anyone thought to organize some security, you wonder? Corporate Governance Risks Corporate governance is the management of the organization at the highest level. It is designed to ensure that top management behaves with transparency and integrity, and is held accountable for its decisions. And because it relates to strategic management, usually of large organizations, major risks are involved. Governance has become a hot topic in recent years, largely due to the scandals where senior management have behaved irresponsibly or engaged in criminal activity, such as: • manipulating their company’s share price; • misleading investors and the public; • making false statements about the company’s profitability; • hiding their losses; • paying excessive salaries to top staff despite poor performance; • treating company money as a personal expense account. At the same time, Boards have rubber stamped the CEO’s proposals, didn’t question rash plans and waved through large pay rises for directors. The regulators were often found to be toothless or inactive. The principle of ‘light touch regulation’ meant that regulators didn’t take action, not wanting to impede growth and entrepreneurialism. The result was a parade of bus