Good governance and corporate governance gained popularity in the wake of financial scandals and crises, and many of our current rules came afterwards. Regulations were tightened by the OECD, the Capital Markets Board in Turkey, and the Securities and Exchange Commission in the US. Corporate governance was presented as an approach that would protect smaller shareholders from bigger ones or enable companies to access credit more easily. In my books, I try to make a special point of emphasizing that corporate governance is actually a much broader concept, which is why I deliberately use the term “corporate trust.” Corporate governance is not just essential for accessing financial resources, it’s the only vehicle for gaining the trust of all stakeholders in order to access all kinds of resources.
By stakeholders I mean employees, customers, suppliers, dealers and society. Firms that aren’t trusted necessarily face higher operational costs. Let me give you an example of a company that pays its bills late, not just once but all the time. Soon all the suppliers notice, and because they do, they add an interest payment into their price. Consequently, your costs will be higher than those of the firm that pays on time. Similarly, differences will arise between the company that treats its employees well and the one that doesn’t. Good employees will move elsewhere and the company will start to lose competence. We’re already headed towards very tight margins due to competition. Lack of trust restricts access to resources and raises costs, which in turn makes it impossible to attain economies of scale and economies of learning. So, business ethics and good governance are in a company’s own long-term interest and affect all its stakeholders.
Let’s take a look at why good governance and boards of directors matter. When you give authority to a general manager it’s a 24-hour job. Their first responsibility is to safeguard the assets entrusted to them; the second is to create value with those assets. But safeguarding comes first. That’s why managers are responsible for workplace safety and protecting employees. When you give authority to managers, no matter who they are, you should also audit their decisions, especially the important ones. Every decision has a multitude of dimensions: short and long-term effects, risks, benefits, as well as different impacts on different stakeholders. It’s very difficult for one person to always find the right balance. That’s why reviewing particularly critical decisions about strategy and key investments reduces the potential for error and reduces risk. This review is the duty of the board, which should comprise directors with diverse points of view. The board of directors has three principal duties. The first is to exercise reasonable care, that is, to evaluate the decision knowledgeably and with care. The second is duty of loyalty. That means prioritizing the interests of the company, but without forgetting the interests of stakeholders. Directors have to keep stakeholders’ interests in mind and to be fair about them. The last one is duty of disclosure. Company decisions have an impact on shareholders and other stakeholders. Trust is only built through explanations that are transparent and, for purposes of accountability, complete and comprehensive.
As you can see, all of these points aim to raise the level of trust in a company. The board serves its function by approving or rejecting management proposals. If it were to begin giving orders to management instead, it would lose its function as a mechanism of oversight. So the ideal structure is one that helps management achieve the right balance in all the areas mentioned above by approving or sending back proposals. Companies with a well functioning board of directors, culture, and set of systems will also have better business ethics.