The principles of Corporate Governance

Roger ClaessensRoger Claessens
Professeur
UBI
Roger Claessens intervient dans le cadre de la formation catalogue les fondamentaux de l’industrie bancaire les 12 et 13 avril 2016.
This article is based on the highlights of “The Belgian Code on Corporate Governance”, elaborated by various economic associations, the central bank and the supervisory authorities in Belgium in 2009. The original code from this workgroup dates back to 2004 but was revised after the much publicised financial crisis. I could have inspired myself from other countries but Belgium had a special reason to review the code as its largest bank was in dire straits.

Crisis have shown that a code is not a luxury but should be at the fundamentals of economic activities in all sectors of the economy, obviously not just the financial sector. The list of organisations that have come in the news for non-respect of laws, rules and regulations is, sadly so, far too long and consists of prime names of both the financial and non-financial industries. Fines have been significant but worst of all trust has been damaged. Some sectors really suffer a branding image issue, to name just one sector, the financial sector.

Most of the readers will be familar with the anti-money laundering regulations (AML) but this is just a small part of a bigger issue as show below.

The principles of Corporate GovernanceThe anti-money laundering regulations or AML/KYC (know your customer) as it is often referred to fits into the compliance obligations which covers, amongst others more particularly insider trading, market manipulation, preservation of information and so forth,….These obligations, in turn, fit into what we refer to as governance and in turn governance is part of the broader responsibility or corporate responsibility.

Governance is about core values, it implies words such as ethics, corporate culture, policy and charter, teamwork, integrity, principles, accountability, customer focus, code of conduct, and you name it. It is a top down responsibility and resulting strategy. Unlike compliance, which should be regarded as everyone’s responsibility, governance is a top-down responsibility. It starts at the highest level of a corporation and influences the way the mission is translated into the reality. Corporate governance will be translated into a mission statement, a policy and a charter. Its aim is to assure a correct management and control of an organisation, based on laws and rules and appropriate behaviour of management and staff. It is a matter of “culture”.

The nine principles of corporate governance

PRINCIPLE 1.

The company shall adopt a clear governance structure.

PRINCIPLE 2.

The company shall have an effective and efficient board that takes decisions in the corporate interest.

PRINCIPLE 3.

All directors shall demonstrate integrity and commitment.

PRINCIPLE 4.

The company shall have a rigorous and transparent procedure for the appointment and evaluation of the board and its members.

PRINCIPLE 5.

The board shall set up specialised committees.

PRINCIPLE 6.

The company shall define a clear executive management structure.

PRINCIPLE 7.

The company shall remunerate directors and executive managers fairly and responsibly.

PRINCIPLE 8.

The company shall enter into a dialogue with shareholders and potential shareholders based on a mutual understanding of objectives and concerns.

PRINCIPLE 9.

The company shall ensure adequate disclosure or its corporate governance.

Respecting above principles require managers with a sense of integrity, involvement, honour, experience, expertise, responsibility and objectivity. It starts with the qualities of the board members and the executives of an organisation. It translates into a code. It reflects who we are as individuals and when working in a corporation as members and ambassadors of a group of people aiming at reaching the common goal. It is the basis for corporate social responsibility, i.e. all the people who have an interest in our existence. Ultimately it is relevant for your future and your job. It can do more for you than you might think at first glance.

 

Source : www.corporategovernancecommittee.be.

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