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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE. Corporate Governance - A Pillar for Investment Promotion Advocacy. Presentation by Marian Barnor (Mrs.) Legal Counsel / Governance Consultant AfrIPANet IV October 24-25,2008 Durban South Africa . MRB Consult 2008 . What is Corporate Governance ?.

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CORPORATE GOVERNANCE

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  1. CORPORATE GOVERNANCE Corporate Governance - A Pillar for Investment Promotion Advocacy Presentation by Marian Barnor (Mrs.) Legal Counsel / Governance Consultant AfrIPANet IV October 24-25,2008 Durban South Africa MRB Consult 2008

  2. What is Corporate Governance ? Corporate Governance refers to the structures & processes for the efficient & proper direction & control of companies (both private and public) in the interest of all stakeholders. MRB Consult 2008

  3. CORPORATE GOVERNANCE What is Corporate Governance ? - Is a concept; one size does not fit all, HOWEVER: - Basic Principles of Corporate Governance: • Accountability Rights of Shareholders • Transparency Interests of Stakeholders • Fairness Good Faith Diligence • Integrity Trust Disclosure • Responsibility Controls Commitment MRB Consult 2008

  4. CORPORATE GOVERNANCE Corporate Governance Framework • Governance Principles • Legal / Regulatory • Codes of Best Practice • Stakeholder Relations • Self Regulation • Ethical Standards • Risk Management MRB Consult 2008

  5. CORPORATE GOVERNANCE Why Corporate Governance Matters • Enhances performance of companies • Enhances access to capital • Enhances long term prosperity. • Provides a barrier to corrupt dealings- limiting discretionary decision making, increasing oversight, introducing Codes of Ethics etc • Impacts on the society as a whole: Better companies, Better societies. MRB Consult 2008

  6. CORPORATE GOVERNANCE Good Corporate Governance and GoodPublic Governance are complementary “ The proper governance of companies will become as crucial to the world economy as the proper governing of countries”. James Wolfensohn President of WB, 1999 MRB Consult 2008

  7. CORPORATE GOVERNANCE Corporate Governance-Channel of Growth & Development Country level Sector level Individual firms MRB Consult 2008

  8. CORPORATE GOVERNANCE Corporate Governance-Channel of Growth & Development • Increases access to external financing leading to larger investment, high growth & creation of more jobs • Better allocation of resources • Better management creating wealth • Reduces the risk of financial crisis • Better relationship with all stakeholders MRB Consult 2008

  9. CORPORATE GOVERNANCE Corporate Governance-Principles for the Public Sector • Generally derived from the private sector • Ensures public accountability • Promotes responsive and accountable institutions • Good financial management of resources • Good stewardship – • Responsibility to protect the wealth of the state and its citizens • Maintain and safeguard it in the interest of the citizens MRB Consult 2008

  10. CORPORATE GOVERNANCE Good Corporate Governance, Good Government & Good Business go hand in hand • Good Governance by Host Country • Good Governance by Private Sector • Good Governance by Investment Promotion Agencies • Good Governance by Investors MRB Consult 2008

  11. CORPORATE GOVERNANCE Good Governance by Host Country • Transparent, stable and predictable investment climate: • Appropriate legislation to support investment • Anti corruption measures • Effective , speedy and transparent resolution of disputes • Forum for Investors • Capacity Building MRB Consult 2008

  12. CORPORATE GOVERNANCE Good Governance by Private Sector • Institutional Framework • Role of Board of Directors • Management • Risk factors • Transparency & Disclosure • Reputation MRB Consult 2008

  13. CORPORATE GOVERNANCE Good Governance by Investment Promotion Agencies • Self Regulation • Transparency & Disclosure • Accountability • Commitment • Sound and Clear Administrative Policies • Stakeholder engagement MRB Consult 2008

  14. CORPORATE GOVERNANCE Good Governance by Foreign Investor • Good faith • Business Integrity • Governance Policies • Human Capital • Corruption Practices MRB Consult 2008

  15. CORPORATE GOVERNANCE Recommendations • Continued advocacy on the benefits of Corporate Governance • Codes of Corporate Governance for countries • Capacity building • Sourcing of funds to support Corporate Governance development. • Every institution , every stakeholder should provide input into the corporate governance agenda MRB Consult 2008

  16. CORPORATE GOVERNANCE Conclusion “ If a country does not have a reputation for strong corporate governance practice, capital will flow elsewhere. If investors are not confident with the level of disclosure, capital will flow elsewhere. If a country opts for lax accounting and reporting standards, capital will flow elsewhere. All enterprises in that country- regardless of how steadfast a particular company’s practices may be- suffer the consequences. Markets exist by the grace of investors. And it is today’s more empowered investors that will determine which companies and markets will stand the test of time and endure the weight of greater competition. It serves us well to remember that no market has a divine right to investors’ capital ” Arthur Levitt, former Chairman, US Securities and Exchange Commission MRB Consult 2008

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