nInvolves a set of relationships between company’s management, its board, its shareholders and other stakeholders
nGovernance begins with the board of directors and its committees (the umbrella of governance oversight)
nProvides direction to management
nEmpowers management with authority to take necessary action
nBoard must understand and focus on needs of key stakeholders (fiduciary duty)
nDay-to-day, governance is executed by management
- nInternal and external activities provide management and the board assurance regarding the effectiveness of governance activities (including internal and independent
- auditors)