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Corporate Governance Principles for Business Enterprises

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One of the root causes of the Asian financial crisis was the failure in corporate governance. Consequently, there has been a surge of interest in the principles of good corporate governance. Private sector enterprises will increasingly discover that traditional financial performance will be insufficient to attract investors.

This paper condenses the principal attributes of good corporate governance. Its objectives are to assist:

• enterprises design and implement their own corporate governance guidelines by benchmarking their practices against the principles
• domestic and institutional investors, fund managers, as well as ADB, in their quest for excellence in corporate governance in investee enterprises
• governments in designing corporate governance regulations.

This publication has been prepared in cooperation with Hermes Pensions Management, one of the largest pension fund managers in the City of London.

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Contents

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Preface

Introduction

Objectives

The Principles

Appendix 1: The Principles

• Principle 1: Performance Orientation
• Principle 2: Nomination and Compensation Committees
• Principle 3: Disclosure
• Principle 4: Audit Committee
• Principle 5: Code of Conduct
• Principle 6: Conflicts of Interest
• Principle 7: Environmental and Social Commitment
• Principle 8: Conduct of the Board of Directors
• Principle 9: Responsibilities of Investors
• Principle 10: The Role of Directors in Turnaround Situations

Appendix 2: Definitions of Director Independence

Appendix 3: Case Study

References

Acknowledgement