The substance of good corporate governance is more important than its form; adoption of a set of rules or principles or of any particular practice or policy is not a substitute for, and doesnot itself assure, good corporate governance.
Corporate governance is not an abstract goal, but exists to serve corporate purposes by providing a structure within which stockholders, directors and management can pursue most effectively the objectives of the corporation.
Paramount duty of management and of board of directors is to the corporations stockholders; the interest of the stakeholders are relevant as a derivative of the duty to the stockholders.
Organizations must have a reputation for civic responsibility.
Good corporate governance is not a “one size fits all” proposition, and a wide diversity of approaches to corporate governance should be expected and is entirely appropriate
Providing and counsel to management is a key element of the boards role
Each director should represent the interest of all the stockholders, not those of any sigle individual or group of stockholders or any single interest group
It is important for the board of a large, publicly owned corporation to have a substantial degree of independence from management.
Most members of The Business Roundtable believe their corporations are generally well served by a structure in which the CEO also serves as chairman of the board.
A wide diversity of approaches in committess structure and function responds to the specific needs of companies facing different challenges and having different corporate cultures, and reflects the need to allow organizational experimentation.
There should be an oppertnity for the board to meet periodically, atleast annually outside the presence of the CEO and other inside directors.
Board members should have access to senior management and to information about the corporatins operations.
Matters brought to stockholder attention through the proxy statement should be matters of significance to the business of corporation and to stockholders as a whole.
