Examples of Corporate Governance
In order to better understand corporate governance,some examples may illustrate the format and contents fully.Therefore,it is easy to follow the main format and style for writing out a specific corporate governance as per the concrete enterprise's basic situations.
Example 1 Corporate Governance by Sam Ashe-Edmunds，Demand Media
This corporate governance will be issued to help all employees behave correctly and abide by the rules stipulated as follows:
Financial Management
One of the main applications of corporate governance to small businesses is transparency of financial practices and controls placed on how transactions occur.If the business has investors or partners,your governance practices should include preparing and distributing regular financial updates.This might include providing monthly or quarterly reports,or allowing key stakeholders access to view reports such as the business's balance sheet,cash flow statements or profit-and-loss reports. Placing restrictions on how much money an individual can spend on a single transaction,requiring internal and external financial audits and requiring multiple signatures by owners on checks over a certain amount are other examples of corporate governance.
Conflict of Interest
Board members,partners,owners and key executives should sign conflict-ofinterest disclosure statements as part of any company's corporate governance.In addition,they should agree to abide by conflict-of-interest policies,such as disclosing outside business relationships with vendors,suppliers,clients and customers and personal or family relationships to these parties or job applicants.
Hiring Practices
As part of good public relations,corporate social responsibility and meeting any state or federal hiring guidelines,corporations should write and publicize hiring statements that assert the company's commitment to fair hiring practices and nondiscrimination.This statement should be the basis for providing the company's hiring manager with goals for recruiting,screening and hiring staff.Using guidelines from the Equal Employment Opportunities Commission is a good way to start developing governance policies for hiring practices.
Board Role
Board members cannot claim ignorance of illegal behaviors by their employees if they do not exercise reasonable care in the exercise of their duties,which includes monitoring the activities of the company's management and setting policies to limit negative behaviors.Board members should also place limits on their own activities. For these reasons,corporate governance includes specifying theroles and responsibilities of the board of directors.This might include spelling out the duties of individual board members;their role in the day-to-day management of the company or limiting that role;their authority over the company CEO or president; ethics,code-of-conduct and conflict-of-interest rules;and authority to make major strategic decisions,such as acquiring new businesses or closing the business.
Example 2 Corporate Governance made by Coca-Cola Corporation
At The Coca-Cola Company,we aim to lead by example and to learn from experience.We set high standards for our people at all levels and strive to consistently meet them.
We are guided by our established standards of corporate governance and ethics. We review our systems to ensure we achieve international best practices in terms of transparency and accountability.The foundation of our approach to corporate governance is laid out in our Corporate Governance Guidelines and in the charters of our Board of Directors'committees.
Corporate Responsibility
Corporate responsibility is managed through the Public Policy and Corporate Reputation Council,a cross-functional group of senior managers from our Company and bottling partners.The Council identifies risks and opportunities faced by our business and communities and recommends strategies to address these challenges.
Ethics&Compliance
The core of the ethics and compliance program at The Coca-Cola Company is our Code of Business Conduct.The Code guides our business conduct,requiring honesty and integrity in all matters.All of our associates and directors are required to read and understand the Code and follow its precepts in the workplace and larger community.
The Code is administered by our Ethics&Compliance Committee.This crossfunctional senior management team oversees all our ethics and compliance programs and determines Code violations and discipline.Our Ethics&Compliance Office has operational responsibility for education,consultation,monitoring and assessment related to the Code of Business Conduct and compliance issues. Associates worldwide receive a variety of ethics and compliance training courses administered by the Ethics&Compliance Office.We regularly monitor and audit our business to ensure compliance with the Code and the law.We also maintain a consistent set of best-in-class standards around the world that govern how we investigate and handle Code issues.In 2008,we revised the Code to further improve its effectiveness.
To ensure an ongoing commitment to and understanding of our Code of Business Conduct,we offer online training to all associates with Company-provided computers discussing topics related to ethics and compliance,including our Anti-Bribery Policy. All newly hired associates receive the training upon hire and all others receive the training at least once every three years.In 2010，approximately 22，000 employees （management and non-management)certified their compliance with the Code of Business Conduct and the Company's anti-bribery requirements.In addition to a number of optional training courses on various topics,associates are requested to participate in ethics training on an annual basis,resulting in an average of 60 minutes of ethics training per associate per year.
Our associates,bottling partners,suppliers,customers and consumers can ask questions about our Code and other ethics and compliance issues,or report potential violations,through Ethics Line,a global Web and telephone information and reporting service.Telephone calls are toll-free,and Ethics Line is available 24 hours a day,seven days a week,with translators available.
Notes
corporate governance 企业治理
high-profile 高层
U.S.federal government 美国联邦政府
Sarbanes-Oxley Act 萨班斯-奥克斯利法案
Cadbury Report（UK，1992) 凯得伯瑞报告
Principles of Corporate Governance 企业治理原则
six sigma 六西格玛；六标准差
technology fad 科技时尚
dividend distributions 红利分配
capital gains 资本收益
dual-class shares 双层股票；投票权
ownership pyramids 所有权金字塔结构
voting coalitions 投票联盟
proxy votes 代理投票
sectorial peers 行业同行
diffuse shareholders 分散股东
mutual fund 共有基金
Vanguard 500 先锋500强
golden handshakes 解雇费；退职金
goodies 正面人物；好的东西
baddies 反面人物；不好的东西
balance of power 权力平衡
albeit 虽然；即使
organizational paradigm 组织范式
esoteric specialism 深奥的专业
lawyers 律师
auditors 审计员
sociologists 社会学家
remuneration packages 薪酬福利条件；薪酬利益；酬金方案
shareholder model 股东权益模式
stakeholder 利益相关者
checklists of regulations and codes 法规和规范一览表
spawn 造成；大量生产
specialist advisers 专家顾问
lobby groups 游说团体
regular financial updates 经常财务更新
business's balance sheet 企业收支平衡表
cash flow statements 现金流转表；现金流量表
profit-and-loss reports 损益报告
transparency 透明
conflict-of-interest disclosure statements 利益冲突披露声明
Equal Employment Opportunities Commission 平等就业机会委员会
strategic decisions 战略决策
board of directors 董事会
code-of-conduct 行为准则
conflict-of-interest rules 利益冲突规则
board members 董事会成员
bottling partners 灌装合作伙伴
Public Policy and Corporate Reputation Council 公共政策和公司的声誉委员会
Ethics&Compliance Committee 道德与规范委员会
Anti-Bribery Policy 反贿赂政策
Code of Business Conduct 业务行为准则
ethics 伦理
compliance issues 守则问题
potential violations 潜在违规
toll-free 免费电话
ethics line 道德热线电话