Second, information for board interest is information about the organization or its environment that is not useful for board decision-making, but is of political, social, or technical interest to board members. This information does not include data that directly measure the degree of staff performance on board expectations, for that would qualify it to be called true monitoring information. This kind of information is incidental to the board's job of monitoring, but comprises most of what most traditional boards receive. There is nothing wrong with boards getting all the incidental information they want, but there is something very wrong with the delusion that they are at that time doing their job. In traditional governance, most staff reports, including most financial reports and reports that purport to be "evaluation" are incidental information simply because they are not data compared with previously stated board criteria.
The Policy Governance model recognizes that any governing board is obligated to fulfill a crucial link in the "chain of command" between ownerswhether legal or moral in natureand operators. The board does not exist to help staff, but to give the ownership the controlling voice. The board's owner-representative authority is best employed by operating as an undivided unit, prescribing organizational ends, but only limiting staff means, making all its decisions using the principle of policies descending in size. The model enables extensive empowerment to staff while preserving controls necessary for accountability. It provides a values-based foundation for discipline, a framework for precision delegation, and a long term focus on what the organization is .
Board expectationswhich are instructionswhen they are stated at all, tend to be unclear, incomplete, or a mixture of whole board and individual board member expressions. Board members form judgments of staff performance on criteria the board (as a whole body) has never stated. Regular financial reports report against few or no criteria. Staff members can be seen taking notes of what individual board members say, as if it matters and as if they work for the board members rather than the CEO. Boards decide whether CEO's budgets merit approval when they have never stated the grounds for approval and disapproval. Virtually every board meetingother than in Policy Governance boardsis testimony to carelessness of delegation and role clarity.
We have thus far referred repeatedly to the board and very little to board members; that is intentional. Since we are now establishing the starting point for governance thinking, it is important that we start with the body charged with authority and accountabilitythe board as a group, not individual board members. It is the board as a body that speaks for the ownership, not each board member except as he or she contributes to the final board product. So while we might derive roles and responsibilities for individual board members, we must derive them from the roles and responsibilities of the board as a group, not the other way around. Hence, board practices must recognize that it is the board, not board members, who have authority.
At this point in our argument, we have used the ends/means concept to introduce new categories of board policies. These categories of board policies are exhaustive, that is, no other board documents are needed to govern except bylaws. (Articles of incorporation or letters patent are required to establish the nonprofit as a legal entity, but these are documents of the government, not the board.) We will not discuss bylaws here, except to say they are necessary to place real human beings (board members) into a hollow legal concept (the corporate "artificial person") (Carver, 1995). However, so that we might continue to discuss the concepts represented by the words "ends" and "means," yet distinguish the titles of policy categories, we will capitalize Ends, Executive Limitations, Governance Process, and Board-Staff Linkage.
PhD THESISPhD THESIS CORPORATE GOVERNANCE AND THE RELATIONSHIP BETWEEN DEFAULT RISK AND THE EARNINGS RESPONSE COEFFICIENT by Nor Balkish Zakaria A thesis submitted to the Victoria Sound corporate governance monitors managerial practice in dealing with debt financing.
CLSA has been a Founding Sponsor of ACGA since 2001. Its long-term support has been vital in helping the Association undertake broad-based research on corporate governance in Asia, in particular "CG Watch", the collaborative survey we carry out every two years with CLSA. We also extend our thanks to CLSA for being a Principal Sponsor of our annual conference every year since the inception of the event in 2001.
The Policy Governance model conceives of the governing board as being the on-site voice of that ownership. Just as the corporate board exists to speak for the shareholders, the nonprofit board exists to represent and to speak for the interests of the owners.
The Asian Corporate Governance Association (ACGA) is an independent, non-profit membership organisation dedicated to working with investors, companies and regulators in the implementation of effective corporate governance practices throughout Asia. ACGA was founded in 1999 from a belief that sound and improving corporate governance is fundamental to the long-term development of Asian economies and capital markets.
We have established that Policy Governance boards express their expectations for themselves and for their organizations in four categories of board policies: Ends, Executive Limitations (the unacceptable means), Governance Process, and Board-Staff Linkage (the latter two are board means divided into two parts). The separation of organizational values into these categories is a major organizing principle for governing boards. These four categories completely embrace all possible organizational values (except those more pertinent to articles of incorporation/letters patent and bylaws)no other policies or documents are needed. But another feature must be added to enable the board to address its desired level of specificity within these categories.
Governance, Accounting, Finance Discussion
Find an article from a trusted media source published within the last six months illustrating an ethical issue regarding corporate governance or accounting. Obviously, issues related to conflict of interest, internal control (or lack thereof), boards of directors, executive compensation, or insider trading, as well as others would be appropriate. Identify the ethical issue and include that in the title of your posting. Make sure to include a link to the article or a PDF version of the article attached to your post. Then, answer the following questions:
1. What are the basic facts of this example?
2. Who are the stakeholders besides the obvious?
3. Address any alternatives in handling this situation. Use moral imagination.
4. How would you handle this situation. Remember, you are entitled to your own opinion but not your own facts. Base your decision upon the facts, the stakeholders, and the various theories for evaluating the alternatives.
Policy Governance takes seriously the normally rhetorical assertion that boards be visionary and provide long term leadership. The discipline required for this challenge cannot be overstated. In fact, Policy Governance has been criticized as a "heroic board" model that is romantically idealistic! Yet boards do, in fact, have a critical job to do; no amount of helping staff can substitute for getting its own job done. Boards must persevere with the arduous, complex task of describing purpose and ethics/prudence boundaries. Forming those values into clear policies is far harder than telling the staff how to do its job. Speaking proactively for the ownership requires strong commitment not to take reactive refuge in rituals, reports, and approvals.