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Corporate Governance  
"Corporate governance is the system by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies. The shareholders' role in governance is to appoint the directors and the auditors and to satisfy themselves that an appropriate governance structure is in place.

"The responsibilities of the board include setting the company's strategic aims, providing the leadership to put them into effect, supervising the management of the business and reporting to shareholders on their stewardship. The board's actions are subject to laws, regulations and the shareholders in general meeting." For an effective relationship to be maintained between the providers of capital and company managers, high levels of trust must exist between those two groups. Thus, four overarching corporate governance principles need to be in place:

Transparency : Directors must make clear to the providers of capital and other key stakeholders why every material decision has been made.
Accountability : Directors should be held accountable for their decisions and account to key shareholders, submitting themselves to appropriate scrutiny.
Fairness : All shareholders should receive equal consideration by the directors and management with a sense of justice and avoidance of bias or vested interests.
Responsibility : Directors should carry out their duties with honesty, probity, and integrity.

Corporate governance provides the structure for shareholders to define, implement and monitor a company's goals and objectives, while the management is responsible for delivering on those goals and objectives. To put it in very simple terms, the board of directors makes policy, and management carries it out. Board responsibilities, according to MSAI Principles of Corporate Governance, include:
   •    Develop the company's purpose, vision, values
   •    Guide strategy
   •    Oversee management
   •    Nominate key executives
   •    Align remuneration of board and key executives with long-term interests of the company
   •    Ensure that properly supervised controls are in place
   •    Oversee disclosure and communications
The senior management team, by contrast, holds specific executive powers of managing the day-to-day business of the company and is accountable to the board for the proper fulfillment of its designated functions, tasks and strategic and operational objectives.

The highest levels of senior management (typically, the chief executive officer) may also sit on the board of directors, in which case, they are referred to as "executive directors."
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