ACCA《公司治理，风险管理及职业操守》知识点：关键基础概念
　　Key Underpinning concepts(Moral Stance)
　　An Appropriate Moral Stance
　　Translate into appropriate actions
　　Improve trust in agent relation
　　Ethical/Moral Stance
　　=Essential
　　=Ingredient
　　Of good corporate governance
　　Fairness Honest/Probity Judgment
　　Transparency Responsibility Integrity
　　Independent Accountability Reputation
　　Fairness
　　“The systems and values in the company must be balanced in taking into account all those that have an interest in the company and its future.”
　　Sense of equality，in terms of
　　1)Judgment
　　2)Treatment to Stakeholder
　　Transparency( 2007 Dec Q1 & 2008 Jun Q1 )
　　What is transparency?
　　Openness，Clarity and Not Concealment
　　Lack of withholding relevant information
　　True picture of what is happening inside the company Management need to develop the appropriate culture in the company at all level
　　Why need transparency?
　　Reflection of Good Corporate Governance Practice
　　Improve Investor confidence & gain trust
　　Allow Shareholder/Investor→Decision-making for fund allocation
　　Dispel Stakeholder suspicion & manage their claim
　　Independence
　　Free from bias and influenced by others
　　Separation of CEO & Chairman
　　Independent NEDs(no involvement in operation)
　　Use of internal & external auditor
　　Probity and honesty
　　Fundamental ethical stance，mainly in reporting & dealing with stakeholders
　　Involving integrity，honor，virtue and fair dealing
　　Truthfulness or no misleading stakeholder
　　Responsibility
　　Pertains to behavior that allows for corrective action and for penalizing mismanagement
　　Willingness by management to accept liability for the outcome of governance decision
　　Precondition：clearly define role & responsibility for actions
　　Responsibility
　　[i.e.] Responsibility of Director
　　Act in the best interest of Shareholder instead of their own interest
　　Set the company on the right path no matter how painful this maybe or against their own interest
　　Accountability
　　“Individual or groups in a company，who make Decisions and take actions on specific issues，need to be accountable for their decisions and actions”
　　→Answerable or able to explain
　　→(Why)Since they have such responsibility
　　Available Mechanism→Effective to allow for accountability
　　Two way process
　　Director Shareholder
　　Provide necessary→Take the opportunity to
　　Info. & mechanism←query & assess the actions
　　to shareholder of director
　　Judgment
　　Professional judgment with due consideration Rational decision-making based on qualified evidence→Reach meaningful conclusions
　　[Implication] Managers should have a thorough understanding of entity‘s operation，business environment，risk & opportunities with necessary & appropriate skills
　　Integrity
　　Fundamental principle underpinning the trust Straightforward，honest，fair dealing and truthfulness Integrity of the entity
　　→comes from integrity of each individual
　　→director is required to possess such personal
　　ethical position & exercise absolute integrity all the time
　　Integrity [Why is it so important](2009 Dec Q3)It goes beyond any code of professional behavior
　　Provide assurance & improve trust
　　Reduce time & energy spent in monitoring
　　Cultivates good working relationship
　　Win a culture of mutual support
　　→Beneficial effect on an organization effectiveness
　　Reputation
　　“It carries an appropriate market capitalization premium or discount for listed companies.”
　　How people view you?“Brand ，Quality & Service”
　　Highly depends on the reputation of its managers and employees
　　Cumulative result of other underpinning concept