The Ins and
Outs of Corporate Governance
Who’s in Charge and What’s the
Mission?
What should be the board of
directors’ duties, tasks and responsibilities? How should
the board, the chief executive and the management committee work
together? And how can senior management live the company’s
mission and lead by example? IESE’s Dean Jordi Canals reflects
on these difficult questions in this insightful article on how
companies should ultimately be run and supervised.
Executive Summary
The main objective of corporate governance, which is developed
by the board of directors and the management committee, is the
long-term survival of the company. This article defines and explores
the specific tasks of the CEO, the members of the management committee,
its relations with the board of directors, and its practical day-to-day
functioning in the life of the company. The author analyzes the
principles upon which the relationship of the board and the committee
must be based: a balance between inititative and control, subsidiarity
and transparency. He also highlights the two priorities of a good
board: development of the company’s mission and a strategy
for carrying out this mission. Finally, Prof. Canals emphasizes
basic daily criteria for the board.
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