Introduction
The definition of corporate governance most widely used is "the system by which companies are directed and controlled" (Cadbury Committee, 1992). More specifically it is the framework by which the various stakeholder interests are balanced, or, as the IFC states, "the relationships among the management, Board of Directors, controlling shareholders, minority shareholders and other stakeholders". Ramman ( 2009) defined corporate governance as the practice by which companies are managed and controlled.
Corporate Governance is a set of processes, customs, value codes, policies, laws and institutions governing the way a corporation is directed, administered or controlled and held to account. Corporate Governance ensures that the organization is running properly, goals are being achieved and funds are being managed with high standards of propriety and probity.
Policy makers in both developed and emerging economies face challenges in ensuring good corporate governance and the Principles of Corporate Governance originally produced by Organization for economic Cooperation and Development set out a framework for good practice. The fundamental principles which drive corporate governance include the following:
Accountability
Organizations should recognize that they have legal and other obligations to all legitimate stakeholders. Organizations should develop a code of conduct for the directors and executives that promotes ethical and responsible decision making.
Responsibility
The roles and responsibilities of the board including structures and procedures must be clearly stated. The government must have in place an effective institutional and legal framework to support good corporate governance practices.
Fairness
There is need for a corporate governance framework that protects and facilitates the exercise of shareholders’ rights.