17.Corporate_Governance.pdf

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A process of rules, policies, law and institutions that

operate together to maximise transparency and

accountability within the company structure

How corporate entities govern themselves in light of

outside factors such as laws, ethical and business codes,

professional regulations and business practices

The manner in which companies are controlled and

directed

Example: The Enron scandal

Sources of

Corporate

Governance

The UK Corporate Governance Code and Irish Stock

Exchange Annex (known as ‘The Combined Code on

Corporate Governance’)

Irish Company Legislation

Irish Criminal Legislation

Common law rules

The company’s own Constitutional document

The Listing Rules, as published by the Irish Stock Exchange

Internal regulation seems insufficient to

adequately protect shareholders and creditors

Seeks to address the consequences that can arise

where directors are not subject to the level of

accountability and transparency necessary to ensure

they operate in the best interests of the shareholders

Corporate

Governance

A structure to enable companies

to meet their aims and have their

performance monitored

Concerns the relationship between the different

participants in a company, in particular the

relationship between directors and shareholders