Tháng: Tháng Một 2022
We also published a book: Modern International Corporate Governance Principles and Models (Part II)
New Fifty Two (52) elements of the 1st comparative International corporate governance standards for listed and unlisted companies
Generally speaking, a good corporate governance system, structure and mechanisms can enable organizations to develop and growth in a sustainable direction.
In order to achieve this goal,together with above 52 standards set, we propose in below the new twenty (20) CG principles in addition to previous principles published in the book-part I. These following principles have basic characteristics such as: comply and explain, easy to understand, with people involvement and competent:
Principle 1 – The corporation appoints someone in charge of corporate governance which focuses on substance more than form.
Principle 2 – The company appoints someone or nomination committee who will access strengths and weaknesses of board of directors and recommend changes.
Principle 3 – The company as a whole will build a code of conduct which formalize ethical standards, guides receiving gifts and donation and supports for employee personal development.
Principle 4 – Shareholders or Owner foster constructive relationship with board or corporate leaders to facilitate the success
Principle 5 – The firm as a whole will adopt better CG practices and the concept of sustainability may be involved in the Code or be integrated with financial reports.
Principle 6 – Executive directors work with management to deliver business strategy, deal with strategic planning, standards of conduct, and resource allocation.
Principle 7 – CEO understand and establish clear division of duties between running the board and running firm-business.
Principle 8 – External audit express opinions on financial information, system audits, cost system.
Principle 9 – Supervisory board establish consultative committees on topics chosen by board
Principle 10 – The corporate governance code preserves the long term value of investors’ investment and includes guidelines for board and committees.
Principle 11 – Firm reports on how they positively and negatively impact on the environment, economic and social life of community.
Principle 12 – Board of Director posses a right mix of expertise, experience and knowledge, skills, and make independent judgement o issues of strategy, performance, resources.
Principle 13 – The firm will provide adequate training for management and employee.
Principle 14 – Board meeting agenda has analysis of impacts on minority shareholders
Principle 15 – Chairman ensures constructive relations within BD and discuss key issues with CEO
Principle 16 – The corporation be aware of social responsibilities on environmental and societal interests of communities.
Principle 17 – Internal control establish sound Internal control system at all levels of the company and report conflicts of interest affecting board of directors and management.
Principle 18 – Internal audit provide independent opinion on future risk; Independent opinion on financial performance.
Principle 19 – The firm employ an officer for information disclosure so that shareholders have equal access to information.
Principle 20 – When the company build a code of corporate governance, it will be based on good judgement rather than description.
A book published: Modern corporate governance principles and models (Part I)
Thirty three (33) components of the 1st comparative International corporate governance standards for listed and unlisted companies
In summary, a good corporate governance system, structure and mechanisms can enable corporation to enhance solution to prevent and control negative impacts from various risks, manipulation, scandal, fraud and crisis.
To achieve this goal, it is necessary to strengthen and follow certain guidelines for establishing, implementing and checking. Below we proposed twenty (20) simple and general principles for a so-called good corporate governance system, after our series analysis in various models in various countries:
Principle 1 – CEO, Chairman and BD as a whole, need to harmonize between goals of maximizing long tern shareholders’ values and acting in the best interests of shareholders
Principle 2 – The corporation, as a whole, both need to designate person be in charge of corporate governance and assure BD can access appropriate, timely and comprehensive information in order to make the most efficient use of resources.
Principle 3 – A disclosure policy need to disclose corporate governance system and overall BD qualification and explain how they meet the rising business demand.
Principle 4 – The Code of Corporate Governance not only be consistent with the applicable laws and standards, but also ensure a mix between legislation, business practice, self-regulations and voluntary standards
Principle 5 – The rights, roles and responsibilities of stakeholders, both in accordance or go beyond the laws, need to be disclosed
Principle 6 – Shareholders understand business and deal with social and environmental principles
Principle 7 – The corporation understands it is important to establish suitable channels and communication to gather opinions and resolve complaints from stakeholders
Principle 8 – The internal control system should be implemented with proper policies and limits of authority by Board of Directors
Principle 9 – Corporate secretary plays a linkage role both assisting Chair or/and CEO to set meeting agenda, record files, publish meeting minutes and ensure directors have access to timely and sufficient information
Principle 10 – Nominating committee has to evaluate the balance of skills, experience, diversity, knowledge and independence of the board as a whole and as individual
Principle 11 – CEO and Chairman should ensure effective leadership in a way that it can communicate views of shareholders with the Board
Principle 12 – Compensation or Numeration Committee ensures the compensation consistent with the Company’s culture, strategy, business environment and previous policies
Principle 13 – Board of Director has to review financial, operational, risk and compliance controls timely and with transparent principles
Principle 14 – General Meeting is operated in innovative ways where it can facilitate effective shareholders’ resolutions and protect institutional and minority shareholders
Principle 15 – CEO, Chairman and Board pays attention to separation and descriptions of leading business operation different from leading board
Principle 16 – Compliance officer is able to handle and consult with rules, regulations, policies and processes in compliance with business operation and a modern economic society
Principle 17 – CEO may be evaluated by an independent internal auditor
Principle 18 – The corporation should have enough mechanisms to encourage employee’s participation, even their representative on board
Principle 19 – Audit committee comprise at least three (3) members who may be independent board directors and with specialist knowledge and experience in application of accounting principles and internal control process
Principle 20 – The corporation designates a person who is responsible for corporate governance system, who understands that it involves both “hardware components” and “software components” and take perspectives of risk and business in actions
(Source: made by main author)
We will publish new book: Modern Risk Management Perspectives and Concepts (part III)
Twenty (20) components of the 1st comparative RM standards for listed and unlisted companies
Next, not only we suggest to implement a RM form in Appendix for the above 20 elements of RM quality standards, but we also continue to propose 10 principles of a so-called good risk management system which can be used in most of companies, from small to medium to big size, esp. in developing countries including Vietnam as following:
Principle 1 – The company needs to evaluate RM from opportunity approach and based on risk-return trade-off.
Principle 2 – For project risk management, it is necessary to conduct SWOT analysis
Principle 3 – The company need to think of risk management strategy in the interaction with other business functions.
Principle 4 – RM standards are intended to be incorporated in to implementation forms that companies need to apply
Principle 5 – The company ensures both costs and benefits of RM analyzed fully.
Principle 6 – It may necessary for companies to develop Risk MIS system for better risk reporting
Principle 7 – The corporation understands RM importance and allocates more roles for accounting managers with risk activities/functions that added values
Principle 8 – The internal control system, management accounting need to go with RM functions and provide reports to support decision making
Principle 9 – Corporation needs to consider using PDCA cycle of Deming in risk management analysis
Principle 10 – Corporate management pay attention to construct quantitative model of risk and measurement of macro impacts on various kinds of risks: market risk , credit risk, liquidity risk, exchange rate risk, etc.
(Source: made by main author)
We published a new book: Contemporary risk management After Gobal Economic Crisis (part I)
Twenty (20) components of the 1st comparative RM standards for listed and unlisted companies
Next, not only we suggest to implement a RM form in Appendix for the above 20 elements of RM quality standards, but we also continue to propose 20 principles of a so-called good risk management system which can be used in most of companies, esp. in developing countries including Vietnam as following:
Principle 1 – The company needs to define clearly responsibilities and risk reporting lines for the assigned personnel (maybe a CRO) or RM division, with implementation forms suggested.
Principle 2 – The corporation, as a whole, and CEO as well as Board need to understand RM culture in establishing business strategies and daily business operation.
Principle 3 – A disclosure policy need to disclose RM system in a corporate governance structure
Principle 4 – RM standards not only be consistent with the applicable laws and standards, but also business practice, and ISO standards
Principle 5 – The company ensures CRO qualifications and explain how they meet the rising business demand
Principle 6 – RM reports need to identify, measure and evaluate risk and analyze causes from internal or external environment in order to propose RM policies.
Principle 7 – The corporation understands it is important to establish suitable channels and communication to gather opinions and resolve complaints from stakeholders
Principle 8 – The internal control system should be implemented with proper policies and limits of authority by Board of Directors;
Principle 9 – Corporation needs to respect RM reports not only from internal audit but also from external audits.
Principle 10 – Corporate management needs to ensure financial statement quality and transparency and facilitate effective cooperation between financial and accounting functions or divisions.
Principle 11 – Corporate management needs to ensure RM functions responding properly to needs of internal and external stakeholders, community and environment.
Principle 12 – Risk management culture need to be understood and faciliatetd by CEO and Board.
Principle 13 – Board and management understand that building a financial risk management (FRM) and enterprise risk management (ERM) and risk models is important for business operation
Principle 14 – Depending on business situation, 3 or 4 lines of risk defense are needed to build.
Principle 15 – Clear duties and roles as well as effective co-ordination among RM, internal control, internal audit, compliance and external audit are necessary.
Principle 16 – CEO and Board maintains good communication with Management, investors and stakeholders, while departments keep effective dialogues with clients.
Principle 17 – Board and mangement are in charge of efficient meetings relating to RM.
Principle 18 – Corporation ensures a Good Corporate Governance system which involves interests of not just shareholders but also include employees, customers, suppliers, the environment, and government agencies.
Principle 19 – CEO, Board and Management contribute to build RM culture and reduce risks of low productivity from group conflicts within organization;
Principle 20 – Internal and External Audit functions need to ensure reliability and transparency of financial and accounting reports.
(Source: made by main author)
We just published new book: Risk Management Perspectives In Corporate Governance (part II)
Proposed Twenty (20) Principles of RM and 20 RM quality standards
Next, not only we suggest to implement a RM form in Appendix for the above 20 elements of RM quality standards, but we also continue to propose 20 principles of a so-called good risk management system which can be used in most of companies, from small to medium to big size, esp. in developing countries including Vietnam as following:
Principle 1 – The company needs to ensure controlling environment with management and supervisor participation to set up regulation for RM and financial accounting control, scope of management committees, and external oversight degree.
Principle 2 – For project risk management, risk identification need to be done in milestones development stages as well as at the beginning phase.
Principle 3 – The company need to develop risk responses after economic recession caused by trade war and social risks such as Covid 19, etc.
Principle 4 – RM standards are intended to be an effective tool to support strong corporate governance as well as Quality management system ISO 9001.
Principle 5 – The company ensures strong corporate governance structure because it has positive correlation with effective risk management system.
Principle 6 – RM reports need to be connected with good ERP system and effective management information system.
Principle 7 – The corporation understands it is important to build good infrastructure and information security to avoid and mitigate IT risks
Principle 8 – The internal control system should be coordinated with RM function to analyze risks both from internal and external environments.
Principle 9 – Corporation needs to use and apply good models such as PDCA or DMAIC or combination of SWOT and 7S into business operation, management and esp. Risk management functions.
Principle 10 – Corporate management pay attention to environmental and social risks for CSR and sustainable development
Principle 11 – Corporate management needs to use financial specialists and experts to combine due-diligence and options valuing in business and investment decision making.
Principle 12 – Risk management culture need to be understood and implemented properly and rationally by CEO, Board and management.
Principle 13 – Board and management understand it is necessary to perform risk analysis for each level of strategy and use scenario analysis of RM fitting to firm strategies.
Principle 14 – Depending on business situation,the firm may decide proper form of monitoring risks, either continuous monitoring or separate evaluating.
Principle 15 – The firm set up clear duties and roles separated with proper and limit of authorization of transactions and activities.
Principle 16 – CEO and Board might consider to issue Risk appetite statement or group risk statement to direct RM activities and control.
Principle 17 – Board and management understand the crucial role of risk prevention program and activities just like risk control activities.
Principle 18 – Corporation ensure an cooperative and RM culture, as well as promote a consulting culture among colleagues, management and supervisors.
Principle 19 – CEO, Board and Management direct RM, internal control and audit to control risk in each sector or industry, or group of customers, with their own risk limit and expected return.
Principle 20 – Depending on firm size, the firm will prepare certain budget for RM and set up effective channels of communication, monitoring and review of risk policies
(Source: made by main author)
We published a book : Realistic Financial management (part I)
Proposed Twelve (12) Principles of FM and 20 FM quality standards
Next, not only we suggest to implement a FM form in Appendix for the above 20 elements of RM quality standards, but we also continue to propose 12 principles of a so-called good financial management system which can be used in most of companies, from small to medium to big size, esp. in developing countries including Vietnam as following:
Principle 1 – The company needs to transfer new debt issuances into operation cash flow and fixed asset investment to derive a realistic free cash flow.
Principle 2 – For project financial management, remember financial projection has interaction with technology investment, I.e sometimes it needs to create investment limit and forms for manufacturing and factory .
Principle 3 – The company need to balance net working capital demand projection among operation years, estimation of changes in receivables, inventories and payables, as well as estimation and suggestions from banks.
Principle 4 – FRM standards are vital, so that top management set up private budgets to prevent them happening to avoid financial risks such as liquidity risk
Principle 5 – The company ensures a designated person to take care of FM principles and qualified standards in this book, for finance practice
Principle 6 – FM reports better to be supported with IT software solutions and read by top management
Principle 7 – The corporation understands capital sources needed for environment protection and CSR.
Principle 8 – The internal control system should go together with internal audit to identify financial risks so that it can control them better
Principle 9 – Corporation needs to have proper disclosure of accounting information and suitable transparency to keep trust and client loyalty
Principle 10 – Corporate management pay attention to factors, internal and external , affecting decrease or increase in its stock price to have better stock price management
Principle 11 – Corporate management needs to delegate tasks rationally and properly for CFOs and financial team and compensate them accordingly.
Principle 12 – Better financial management go together with quality products , good and services
(Source: made by main author)