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Corporate Governance Content by Mind Map: Corporate
Governance
Content
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Corporate Governance Content

Bodies

Monoistic CG-structure

Supervisory Board

Executive Board

Dualistic CG-structure

Board of directors

Commitees

audit committees

remuneration com.

can be created for all purposes

Legal institutions

Inside the firm

corporate contracts, statutes

bylaws

From the state

Legal framework, Constitution, Specific law regarding constitution of company, e.g. stock corporation act, Participation law, Law on modus operandi, e.g. law on management remuneration

Corporate Governance Codex, code-specific characteristics, Germany, UK, USA, framework, no corp gov codex, number of legislations and regulations, e.g. Sarbanes Oxley Act, delaware law, e.g. NYSE Corp Gov regulations, characteristics, shareholder biased, whistleblower, monoistic set up+, Netherlands, OECD

Underlying Theories

Principal-Agent-Theory

Managers act in their interest, but not in the owner's (shareholder) one

Stakeholder Theor

Transaction cost economics

Stewardship Theory

Class Hegemony

elite recruits itself

from management to supervisory board

Managerial hegemony

"Soft determinants"

Business principles

Mission

Vision

Values, Integrity, Physical, Organizational, P

Business conduct

Compliance

to stick to the rules

tools, rules and regulations, Control, Internal Audit, External Audit

rules, compulsary legislation, voluntary regulations, e.g. corp gov codi, internal company regulations, statutes

non-compliance, monetary costs, e.g. penalties, non-monetary cost, e.g. loss of reputation

Functions

Transparency

Objective, Inform shareholders and public

Disclosure, financial data, "Narratives", about business, riks, future plans, relationship with stakeholders, info on sustainability and CSR

Reporting

Risk Management