Transcript The Corporate Governance Initiative

Corporate Governance and
Leadership
Quantitative verses Qualitative
International Leadership and Management Conference
2nd & 3rd Dec 2006 – In Bahrain
by : Saleh Hussain
Organized by: Bahrain Management Society
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International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
AGENDA
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What Leadership is about?
Who is a leader?
Corporate Leadership
About Corporate Governance
Corporate Quantitative issues
Quality Governance Principles
Directors’ Duties – Qualitative issues
Qualitative issues – Questions
Corporate Governance and Leadership - Conclusion
International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
What Leadership is about?
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Vision
Strategy
Building right team
Building trust, transparency & accountability
Ability to make hard unpopular decisions
Providing support and inspiration
Celebrating and reward performance
International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
Who is the leader?
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…’’A true leader has the confidence to stand
alone, the courage to make tough decisions
and the empathy to listen and understand the
needs of others. He does not usually set out
to be a leader, but becomes one by the
quality of his actions and the integrity of his
intent’’…..
International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
Corporate Leadership?
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Shareholders
Board
Chairman / CEO
Management / employees
Other Stakeholders
OR
All of the above?
International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
About Corporate Governance
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Dynamic activity.
A Journey not a Destination
Acting in the best interest of the corporate
Acting responsibly and responsively
Quantitative Versus Qualitative
“Process to discharge and be seen to be discharging responsibilities
created by duties.. Marvyn King
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International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
Governance Quantitative issues
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Laws, regulation best practice code
Board – one or more – advisory
Composition of Board – Ex, NE, Independent
Board charter, duties and responsibilities
Board Committees and meetings
Remuneration
Monitoring and Control over the company
Succession plans
Risk management
Performance indicators
Reporting and communication
International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
Quality Corporate Principles
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Pillars
- Fairness
- Accountability
- Responsibility
- Transparency
International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
Directors’ Duties – Leading Qualitative
issues
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Good faith
Care
Skill
Diligence
These are human competencies…which lead to a leader being able to act
independently, responsibly and responsively and act as a decent
citizen…
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International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
Duty of Good Faith
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Reliance
Trust
Integrity
Not acting in conflict of interest with company*
Acting in the interest of the company only*
Not seizing corporate opportunities for self interest*
* Corporate Sins
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International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
Duty of Care
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Serious attention to matters at hand
Stewardship
Transparent communication
Protection of the reputation of the company
and its assets
International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
Duty of Skill
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How to evaluate information
Honest application of mind
Selecting most appropriate way of conduct
International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
Duty of diligence
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Industry Knowledge
Attention to details
Company relationship with stakeholders
Impact of company’s business and decisions
on others
International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
Qualitative Issues Questions
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Do I have any conflict with Corporate interest?
Do I have all the facts to enable me to make a
decision?
Is this a rational business decision based on facts?
Is the decision in the best interest of the company?
Is this communication to stakeholders transparent?
Will the decision result in the company being seen
as good corporate citizen?
Will it protect the assets of the company?
Have I exercised intellectual honesty?
International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
Conclusion
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Quantitative issues are mostly requirements of law
and regulation. Qualitative issues are the spirit and
soul of the corporate.
The qualitative issues mentioned are basis for
leadership.
The Board is the major leadership of the company
which enforces corporate governance good practices
The chairman is the leader of the board and CEO is
the leader of management.
International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain
The End
THANK YOU
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International Leadership and
Management - 2nd & 3rd Dec 06
in Bahrain