Corporate Governance: The Role of Boards in Company Operations

According to Carol Padgett (2012, 1), “companies are important part of our daily lives…in today’s economy, we are bound together through a myriad of relationships with companies”. The board of directors remain the highest echelon of management in any company. It is the “group of executive and non-executive directors which forms corporate strategy and is responsible for monitoring performance on the behalf of shareholders” (Padgett, 2012:1). Boards are clearly critical to the operation of companies and they are endowed with substantial power in the statute (Companies Act, 2014). The board is responsible for directing and steering the company. The board accomplishes this by business planning and risk management through proper corporate governance.

The office of the Director of Corporate Enforcement (ODCE, 2015), Ireland defines Corporate Governance as “the system, principles and process by which organisations are directed and controlled. The principles underlying corporate governance are based on conducting the business with integrity and fairness, being transparent with regard to all transactions, making all the necessary disclosures and decisions and complying with all the laws of the land”. It is the system for protecting and advancing the shareholder’s interest by setting strategic direction for the firm and achieving them by electing and monitoring the capable management (Solomon, 2010). It is the process of protecting the stakes of various parties that have their interest attached with a company (Fernando, 2009). Corporate governance is the procedure through which the management of the company is achieving the goals of various stake holders (Becht, Macro, Patrick and Alisa,

The failure of adequate board accountability has indicated strong adverse effects on corporate performance including, the bankruptcy of various public companies, thereby casting serious doubt on the credibility and efficacy of board accountability. For example, Lehman Brothers scandal, the largest bankruptcy in U.S history, Northern Rock was a large failure of a financial institution in the United Kingdom (Hull 2015:16). In Ireland, the Anglo-Irish Bank created a huge bubble that plunged the state into economic recession. In September 28, 2008, the Irish Government signed into law, the “bank guarantee” which provided with immediate effect a guarantee arrangement to safeguard all deposits in retail, commercial, institutional and interbank transactions, covered bonds, senior debt and dated subordinated debt (Lenihan 2008). Banks in Ireland clearly needed yet more capital from the State (Irish Times 19 November 2011) and this underscores the need for the government’s bailout