Good Corporate Governance and Ethics Presented by Ricardo Blas

Introduction: What is Good Governance?  “Simply put ‘governance’ means: the process of decision-making and the process by which decisions are implemented (or not implemented).”  Used in several contexts  Focuses on the formal and informal actors involved in decision-making and implementing

Good Governance Characteristics

 Olympic Charter requires NOCs to:  preserve “autonomy” or “right to self-government”  adopt IOC Code of Ethics  Olympic Charter rules to good corporate governance  Not enough  J. Coates proposed 7 principles Good Governance and Ethics by John Coates

 Principle 1 - NOCs should establish and disclose the respective roles and responsibilities of their executive boards and management  Includes roles of the President & senior executives Corporate Governance Principles and Recommendations for NOCs

 Principle 2 – NOCs should have a board of an effective composition, size and commitment to adequately discharge their responsibilities and duties.  Comply with Rule 29 of the Olympic Charter and bye-laws  Majority of board should be independent  Roles of executives/senior staff not by same individual Corporate Governance Principles and Recommendations for NOCs

 Principle 3 – NOCs should actively promote ethical and responsible decision-making.  Ensure IOC Code of Ethics applies to and is binding to board, management, staff, consultants, etc.  Establish Code of Conduct  Disclose ethical practices on website Corporate Governance Principles and Recommendations for NOCs

 Principle 4 – NOCs should have a structure to independently verify and safeguard the integrity of financial reporting.  Establish an Audit Committee  Consists of non-executive board members;  Chaired by an independent, not chair of board;  At least 3 members  Audit Committee Charter on NOC’s website Corporate Governance Principles and Recommendations for NOCs

 Principle 5 – NOCs should respect the rights of NFs and facilitate the effective exercise of those rights.  Devise a communication policy with NFs  Promptly notify NFs, athletes and team officials through online services of all major non-confidential decisions (Anti- Doping, Olympic Selection Criteria, policies, bye-laws, etc.)  Place key documents on website Corporate Governance Principles and Recommendations for NOCs

 Principle 6 – NOCs should establish a sound system of risk oversight, management and internal control.  Establish policies for the oversight of management of material business risks  Require management to design and implement risk management and internal control system  Disclose assurance from CEO, CFO, or equivalent of sound system of risk management and internal control system Corporate Governance Principles and Recommendations for NOCs

 Principle 7 – NOCs should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear.  Establish a Remuneration Committee  Disclose remuneration of each board member and 5 senior management personnel on financial statements  Provide information in Corporate Governance Statement Corporate Governance Principles and Recommendations for NOCs

 Government and public interference should not be ruled out.  However, if NOCs follow principles and recommendations and are fully transparent, interference will be less likely. Conclusion