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Chapter three this is a view of the key stakeholders in the corporate governance system and their main rules in relation to one another the owners they provide the capital which managers use to create value for customers and shareholders owners delegate responsibilities to management through the board directors after stewards or guardians of the company's assets they oversee management and report to the owners or shareholders managers afters agents for the owners they use the resources of a company to achieve results that owners expect and report to the directors the distinction between these rules is particularly important when a company's owners for example the share owners are different from its managers we are not going to look at the matters that are typically reserved for each one of them ECOT a principle to a schedule of matters reserved for shareholders possibly at a shareholders meeting would typically include the following approval of the annual accounts deciding on the dividend approval of changes to the articles of association or bylaws and or changes to capital structure appointment remuneration and dismissal of directors ECOT principle - schedule of matters potentially reserved for the board or directors definition of corporate goals strategy and structure responding to shareholders and food parties supervising and controlling company progress supervising the chief executive or managing director approval of corporate plans approval of operating and capital budgets approval of major corporate actions for example acquisitions disposals commencing or terminating of business activities approval of financial statements approval of borrowings or credit guarantees possibly above a certain amount policy on external communications for example with regulators shareholders or the media definition of authorities delegated to management nomination and dismissal of the managing director CEO and on his or her remuneration possibly also of other top management in consultation with the CEO EC Oda principle - schedule of matters potentially reserved for managers preparing strategic proposals corporate plans and budgets executing the strategy agreed upon by the Board of Directors executing actions in relation to board decisions on investments mergers and acquisitions etc opening bank accounts and authorizing financial payments signing of contracts signing of regulatory documents powers of attorney external communication staff recruitment and remuneration establishing a system of internal control and risk management health and safety operations of note is that the board should also focus on compliance schedule balls should maintain a compliance schedule which shows when various financial legal and regulatory requirements must be completed and who is responsible for dealing with each item such as a jewel is likely to include obligations relating to the preparation and filing of financial statements tax compliance banking facilities and covenants health and safety compliance and Insurance Code of Conduct a key responsibility of the board is to promote high standards of professional and ethical conduct amongst employees as the number of employees expands the standards expected should be summarized in a code of business conduct this should be discussed with employees during induction and training periods...