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Extra info for ACCA P1 Governance, Risk and Ethics
7 Judgment Directors make judgments in reaching their opinions. All directors are expected to have sound judgment and to be objective in making their judgements (avoiding bias and conflicts of interest). ’ Independent non-executive directors are expected to show judgment that is both sound and independent. Rolls Royce, for example, in an annual report on its corporate governance, stated that: ‘The Board applies a rigorous process in order to satisfy itself that its non-executive directors remain independent.
3 In public sector organisations and government, openness means telling the public, and not making decisions ‘behind closed doors’. In listed companies (stock market companies) openness includes matters such as: - requiring major shareholders to declare the size of their shareholding in the company, and - requiring the board of directors to announce to the stock market information about any major new developments in the company’s affairs, so that all shareholders and other investors are kept informed.
The aim should be to minimise these costs, by improving the monitoring of management and/or providing management with incentives that bring their interests closer to those of the shareholders. Concepts of agency theory are now applied in various codes of corporate governance, in many different countries. ‘In brief, agency theory suggests that the prime role of the board is to ensure that executive behaviour is aligned with the interests of the shareholder-owners. Otherwise, self-interested managers will use their superior information to line their own pockets.