Corporate Governance It is a system by which companies are managed and directed in the best interests of the owners and shareholders. It refers to the roles and responsibilities of Board of Directors, Executive and Non- Executive members and shareholder rights. Dayton (1984) defines it as the process, structures and relationships the Board of Directors oversees what executives do to achieve organizational goals. Mueller(1981) opined that, it is concerned with the intrinsic nature, purpose, integrity and identity of the organization with primary focus on the entity’s relevance, continuity and fiduciary aspects. It involves monitoring and overseeing the strategic direction, socio-economic and cultural context , externalities and constituencies of the institution. It covers all the general mechanisms by which management team is led to act in the best interests of the owners of the organization. A perfect system would give management all the right incentives to make value maximizing decisions in the organization for the attainment organizational objectives. Various sources of Corporate Governance guidelines exist-Cardbury Report, King Reports1- 3,Sabarnes-Oxley Report. Zimbabwe is in the process of producing its own Corporate Governance Code.

Areas that Corporate Governance Addresses (a) Board Accountability It defines roles, responsibilities, capacity and performance as well as the effective delegation. (b) Values and Strategy Aligning and embedding values and principles Informing strategic planning and policy formulation. (c) Risk Management Assessment of risk and responsibilities

(d) Management systems Design and implementation of management systems Proving assurances over management systems. (e) Performance monitoring and reporting Selection and monitoring of key performance indicators (f) Stakeholder Interaction Understanding stakeholder needs and expectations and establishing effective communication mechanisms. (g) Accountability Accounting disclosures, controls, internal audits and external audits, Financial or accounting standards and Financial reporting.

(g) Committees of the Board Executive, Audit, Remuneration, Finance, Human Resources and Risk management etc. Their duties and responsibilities.

Essence of Good Corporate Governance (i) It promotes a culture in which Directors/ Management will give priority to the ethical pursuit in the best interest of shareholders. (ii) It allows a review of audit regulations, corporate disclosure framework and shareholder participation to improve transparency and accountability of companies, compliance to statutory regulation, best ethical practices and consumer protection and so on. (iii) It ensures that The Audit Committee assists the Board in managing the accuracy and integrity of financial statements, compliance to regulations and standards. (iv) It ensures credibility of the companies and existence of managerial system that promotes creative entrepreneurship.

CONTD (vi) It helps in creating corporate value by enhancing transparency and efficiency. (vii) It prevents the exploitation of investors by managers. (viii) It prevents fraudulent activities through mechanisms designed by the Board and Management. (ix) It ensures that suppliers of finances to the company have their rewards.

Principles of Corporate Governance Lay foundations for management and oversight. Structure the Board to add value. Promote ethical and responsible decision making. Safeguard the integrity of financial reporting. Respect the rights of shareholders Recognize and manage risk. Encourage enhanced performance evaluation. Remunerate fairly and responsibly. 9. Recognize the legitimate interest of the stakeholders.

The Decision functions of the Board of Directors Setting business goals and strategies. Approving business plans and budgets. Supervising management and evaluating management performance. Replacing management as appropriate and reviewing their remuneration. Monitoring major capital expenditures and corporate takeover. Mediating in resolving conflicting interests among Directors , Management and Shareholder.

Contd. Ensuring integrity of accounting and financial reporting systems. Supervising compliance with statues and professional ethics. Monitoring the effectiveness of governance practices. Overseeing the process of information disclosure and risk management.

The Independent Director In order to ensure the corporate business is discharged faithfully some of the Directors should Non-Executive or independent. The Independent Director ensures that the interests of stakeholders are protected. The Chief Executive Officer should also not be Board Chairperson. Please read additional Corporate Governance materials provided- case studies from abroad and the Zimbabwe Banking Sector.