Corporate Governance Structure and Policies


There are two kinds of governance systems:

  • Unitary Board Comprises both executive and non-executive directors
  • Two Tier Comprises two different boards:
    • Management Board whose members have executive responsibilities
    • Supervisory Board that is responsible for monitoring and supervising the company management

While most national codes say that a unitary board is acceptable, it is recommended that organizations institute the two-tier system, a best practice as it promotes a balance of power within the leadership structure.

Disclosing Boards Composition, Role and Functions

Corporate governance best practices suggest that companies disclose the composition of the board, specifically the balance between executive and non-executive directors. The disclosure on board composition should also detail whether any non-executive directors have a direct or indirect affiliation with the company.

Board Responsibilities

According to the OECD Principles on Corporate Governance, responsibilities of the board include:

  • Board members should act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company and the shareholders.
  • Where board decisions may affect different shareholder groups differently, the board should treat all shareholders fairly.
  • The board should apply high ethical standards. It should take into account the interests of stakeholders.
  • The board should fulfill certain key functions, including maintenance, review and monitoring of corporate strategy, effectiveness of corporate governance practices, executive compensation and succession planning, transparent board nomination and election process, potential conflicts of interest, integrity of accounting and financial systems, and process of disclosure and communications.
  • The board should be able to exercise objective independent judgment on corporate affairs.
  • In order to fulfill their responsibilities, board members should have access to accurate, relevant and timely information.

Board Committees

An important disclosure by organizations is that detailing the structure of its board and management. These structures include committees and groups which have been assigned duties by the board and management. For example, the board may decide to form committees overseeing the following:

  • Oversight of executive remuneration
  • Audit matters
  • Appointments to the board
  • Evaluation of management performance

When disclosing details of these committees, the board should ensure that following details are also made available to stakeholders:

  • Committee charters
  • Terms of reference

Company documents outlining the duties and power of the committee and its members

Corporate Governance Policies

Written corporate governance policies ensure that organizations are run in a transparent, ethical manner, promoting good business practices. Corporate governance policies, formulated by the board and management and made available to all stakeholders, should ideally address the following:

  • Election of directors to the board
  • The proportion of executive and non-executive directors on the board
  • Disclosure of information on finance and operations
  • Composition and independence of audit, nominating and compensation committees
  • Executive remuneration
  • Board meetings and operations
  • Shareholder rights
ComplianceOnline Training on Corporate Governance

Internal Control and Sarbanes-Oxley Section 404
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Converging Ethics, Governance, and Culture
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Foreign Corrupt Practices Act (FCPA) Webinar
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The UN Convention Against Corruption and other international anti-corruption efforts
This webinar will discuss various international efforts to fight corruption and potential pitfalls that US businesses must be aware of when conducting overseas business.

Foreign Corrupt Practices Act - How Your Institution Can Comply
This webinar will discuss the FCPA and potential pitfalls that US businesses must be aware of when conducting overseas business.

Constructing an Effective “Whistleblower” System
This webinar will explore how you can enhance effectiveness of current Whistleblower systems in light of the new Dodd-Frank Act and the preceding Sarbanes-Oxley Act.

The SEC’s New Whistleblower Rules: Implications for your Company’s Compliance and Fraud Program
This webinar on SEC's revised Whistleblower Rules will outline key changes and focus on the effects these new rules will have on your organization's internal compliance and fraud investigations.

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The webinar provides an in-depth look at Section 404 and the COSO Guidance used by most organizations for compliance.

The Fundamentals of (Corporate) Fraud
This webinar explores corporate fraud, fraud risk, and some of the common schemes, scams, and shams that threaten an organization's reputation and performance.

The Fundamentals of Internal Auditing
This webinar on Fundamentals of Internal Auditing training will discuss the differences between external and internal auditing and provide guidance on how to design and operate an effective internal auditing activity.

Governance, Risk & Compliance: Developing a holistic approach to governance
This presentation will review the current state of maturity models and prepare you with a roadmap for successfully enhancing your current process or building a strategic plan for GRC excellence.

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This webinar will examine trends and requirements for good corporate governance and social responsibility.

Auditing your Compliance and Ethics program
This Webinar will show you how to audit your compliance and ethics program by evaluating the design and operating effectiveness.