CORPORATE GOVERNANCE & ENTREPRENEURSHIP by Dr. S. A. S CORPORATE GOVERNANCE & ENTREPRENEURSHIP by Dr. S.A.S. Aruwa, F3EP Associate Professor (Accounting & Finance) Dean, Faculty of Administration Nasarawa State University, keffi SPEAKING ENGAGEMENT WITH ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS [ZICA] DECEMBER 5, 2014 Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure

Introduction 1 The need to adhere to codes of corporate governance, with room to explain deviations in some countries, has become the norm for listed firms all over the world. In most countries, entrepreneurial firms do not have to comply with such codes. There has been some suggestion that such codes should also apply to these small and medium enterprises (SMEs). Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 2 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Introduction 2 What are the implications for entrepreneurial firms if this should be the case? To what extent is corporate governance linked to entrepreneurship? Would the application of the codes to these firms aid or hinder Entrepreneurship? What are the major drivers of corporate governance and Entrepreneurship? Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 3 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Introduction 3 Contemporary definitions of entrepreneurial management tend to centre on the pursuit of an opportunity; Common characteristics are that they define entrepreneurial management as a “mode of management” that is proactive, opportunity-driven, and action-oriented. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 4 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Introduction 4 The entrepreneurial management tries to establish and balance the innovation abilities of the organization with the efficient and effective use of resources. It can both initiate changes and react to changes quickly and flexibly. Since corporate governance forms the environment for the internal activities of a company and appropriate environmental conditions are crucial for corporate entrepreneurship to flourish, it is apt that these two concepts be discussed in relation with one another. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 5 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Introduction 5 New businesses are often formed with an eye to becoming large firms Small firms face three key organizational decisions: The decision to incorporate The choice of organizational structure The decision to be publicly held Corporate governance can have a major impact on the future growth potential of small businesses Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 6 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Corporate Governance Corporate governance is not only about enhancing shareholder value. It is about enhancing economic growth, entrepreneurship, innovation and value creation. This concerns all aspect of corporate governance that we typically talk about in relation to: the structure of company boards - independent directors, induction and servicing of new board members; the conduct of boards in terms of risks, audit committees, risk management committees, and the determinants of executive compensation, executive compensation committees and shareholder voice over executive compensation; and relationships between investors and firms - information, transparency, shareholder activism, and shareholder engagement in corporate activities. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 7 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Corporate Governance Variables Shareholders activism and relationship with board Ethical standards & corporate values- committed to the achievement of business success and the enhancement of long-term shareholder value Board responsibilities and composition- an appropriate balance of power and authority on the board Board Committees- ensure the following committees are in place: Audit Committee, Risk Management Committee, etc Evaluation of board performance Reporting and Disclosure- Roles of senior management Remuneration -The remuneration of directors and executives shall be transparent, fair, and reasonable. Risk Management – effective identification, monitoring and management of all material business risks Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 8 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Corporate Governance Variables… Internal Audit -provides assurance that internal controls in place are adequate to mitigate risks; organizational goals and objectives are met and corporate governance processes are effective and efficient. Internal control Compliance – Internal controls facilitate the efficiency of operations, contribute to effective risk management, assist compliance with applicable laws and strengthen capacity to respond appropriately to business opportunities. External Auditors- The board shall ensure the quality and independence of the external audit process. Stakeholder Interests - The board shall respect the interests of stakeholders within the context of the institution’s ownership and its fundamental purpose. Transparency Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 9 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Corporate Governance (CG)… The correct focus of corporate governance therefore should not be on enhancing shareholder value per se, but on how one structures these aspects of corporate governance in terms of ownership, boards and remuneration to achieve the right balance between the degree of control that investors are exercising and the degree of commitment they are showing to firms, with a view to attaining the firms‟ objectives. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 10 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Entrepreneurship Variables Eight dimensions are, namely; Strategic Orientation, Entrepreneurial Culture, Management Structure, Resource Orientation, Growth Orientation, and Reward Philosophy. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 11 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

CG Links with Entrepreneurship From a public policy perspective, there are three core criteria against which we can evaluate the effectiveness of individual corporate governance rules. The criteria are closely linked to the investment process and the ability of the financial sector to serve the needs of the real economy. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 12 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

1. Access to Capital The first criterion is that corporate governance rules should ensure that new business opportunities get access to capital For this, the rules must be credible enough to make investors take money out of their mattresses and invest in equity. But they must also be designed to provide company founders and entrepreneurs with the right incentives to seek external funding for innovation and growth. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 13 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

2. Efficient Allocation of Capital Corporate governance rules should ensure that capital is efficiently allocated among corporations. That is to say that the rules should reward investors who contribute to bringing new and genuine information to the market. They should also discourage any opportunities for pure rent seeking. Only then will equity prices provide the best possible information about a corporation’s potential. And only then can we be sure that capital is allocated to those who can make the best possible use of it. A market where everyone is rewarded for trying to second guess everybody else, obviously does not meet this criterion. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 14 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

3. Reward System Good corporate governance system should reward competent monitoring of corporate operations once the resources are allocated among them. This requires both a long-term commitment and a lot of talent among owners. It requires a tremendous amount of work to keep it innovative, dynamic and on the cutting edge. Where do we find shareholders with the incentives and skills to carry out this very demanding but also pivotal task? Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 15 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Arguments! Corporate governance is only meant for larger companies to address (1) the agency problem associated with these organizations. In large corporations the agency problem arises with the separation between ownership and management/control of firm, and when members of the organization have (2) conflicts of interests. As such, corporate governance should not apply to SMEs since the agency issues are less likely to exist as most SMEs are managed by owners so there is no separation of management and ownership. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 16 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Arguments!... Most SMEs are sole proprietors (Owner-Managers). They are likely to have a few employees who might be the kin of the owner. Since there is no separation between management and owner in almost SMEs, some argue there is no need for corporate governance guidelines. Further, SMEs are not accountable to the public since they have not accessed the investing public for funding leading to the questionable applicability of the disclosure and transparency often associated with corporate governance. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 17 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Academic and policy debates On principal-agent relationship Greater effectiveness of the system, lowering transaction costs if agency relationships are regulated Corporate governance as a goal itself vs Corporate governance as a tool to improve firm performance, concentrate on growth, innovation, sustainability, survival –issues addressed under entrepreneurship. ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Academic and policy debates… Corporate Governance and Conditions for value creation -Entrepreneurship Entrepreneurship culture Developing organizational framework Incentives for different stakeholders (including employees) Protection of innovative initiatives ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Academic and policy debates… Incorporation Creates a Legal Distinction Between a Firm and its Owners Unincorporated businesses can impose more financial risk on business owners A majority of small businesses are unincorporated About 70 percent of self-employed individuals are unincorporated Research suggests that unincorporated firms are: less likely to take risks less innovative have distinct growth trajectories Incorporation may encourage Entrepreneurship! But does Corporate Governance also allow that? Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 20 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Academic and policy debates… Corporate governance to enhance effectiveness of routine activities vs. Corporate governance to stimulate entrepreneurial activities involving Knightian (non-probabilistic) uncertainty development of new innovative technologies Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 21 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Why Corporate Governance? 1 Sustainable and sound business environment that contributes to welfare of the society by Creating wealth Creating employment Providing solution to communal challenges The core principles of accountability, transparency and ethical practices. Sound corporate governance is crucial, not only for private sector development, but also for economic growth. Promotion of a Democratic community. Platform for recognition and the protection of stakeholders’ rights ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Why Corporate Governance? 2 Assures more access to finance, thus enhancing growth. Secures efficient management of a corporation. Essential for establishing an attractive investment climate characterized by competitive companies and efficient financial market. ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Corporate governance development Codes Principles For unlisted companies For listed companies Major contribution to growth & employment

Applicability of CG principles Listed vs unlisted companies? Large vs SMEs companies? Are there connections between corporate governance and entrepreneurship? What might be the implications of adoption of corporate governance principles to entrepreneurial firms? ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Key objectives of CG codes/ principles “Equal” understanding of transparent management Improving information disclosure Increasing management quality Enhancing confidence of international investors ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Development towards - Principles for unlisted companies Governance framework Board effectiveness, size, composition Remuneration policy Risk oversight and internal control Dialogue between board and investors Skills of board members Family governance mechanisms

Corporate governance regulation impact Incentives Restrictions Entrepreneurship firms ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Entrepreneurship in Listed Companies Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 29 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Corporate Governance Vs Corporate Entrepreneurship? Corporate governance, whether broad or narrow in scope, focuses on facilitating the profit maximization objective of firms. Entrepreneurship has its wealth and value creation objective which in some respects mirrors the profit motive. Entrepreneurship and innovation does not occur quickly nor in a predictable manner. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 30 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Corporate Governance Vs Corporate Entrepreneurship? The four main aspects, whereby corporate governance principles may influence internal operations of a firm and have an impact on corporate entrepreneurship are: Strategic direction, Financial expectations, Transparency issues and Shareholder activism. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 31 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Challenges It has been observed that in SMEs most families experience resistance: To delegate authorities. Towards the entry of younger family generations into the business. When dealing with succession problems and compensation of non – active family members. The existence of psychological barriers between family and non–family members. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 32 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

other Challenges Corruption Regulatory issues Inactive shareholders State owned enterprises Board weakness One-size fits all governance codes “Professional” bodies Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 33 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

TYPICAL GOVERNANCE PROBLEMS AND CHALLENGES Board Recruitment: such as problems ‘recruiting/electing’ people with the right skills and experience; and areas of expertise that are commonly lacking Board Roles: some roles may be problematic for the board to fulfill (safeguarding values and mission; shaping strategy; risk assessment; ensuring effective performance; ensuring board operates in responsible and accountable manner; maintaining an effective board; compliance with external (government) demands and measures;) problems in managing relationships with management –boards becoming a rubber stamp or conversely interfering too much problems in managing relationships with funders (e.g. funders in public contracts) managing the tension between social and business goals managing member relations and involvement managing the demands of different stakeholders and regulators. ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

‘Represent’ different stakeholder views THEORY Assumptions Board member role Main board function Key issues Principal-Agent theory Owners’ interests may differ from managers’ interests Supervisor (Chosen to represent owners interests, and be independent of management) Conformance: - Safeguard owners resources and interests - Supervise management/staff Emphasis on control may stifle innovation and risk taking, and reduce staff motivation Stewardship theory Owners and managers have similar interests Partner (Chosen for expertise) Improving Performance: - add value to top decisions/strategy - partner management Management proposals and systems may not be given adequate scrutiny. Stakeholder theory Different stakeholder have legitimate but different interests in the organisation. ‘Represent’ different stakeholder views Political: - represent and balance different stakeholder interests - make policy - control executive Board members may promote stakeholder interests rather than the organisation’s. May be difficult to agree objectives. Resource dependency theory Organisational survival depends on maintaining coalition of support to obtain resources and legitimacy Supporter (Chosen for influence or resources they may bring.) External influence: - secure resources - improve stakeholder relations - bring external perspective External focus of board members may mean internal supervision is neglected. Board members may lack expertise. Managerial hegemony theory Owners and managers have different interests, but managers control main levers of power. Symbolic Legitimacy: ratify decisions support management -give legitimacy Management may pursue own interests at expense of ‘owners’, managers gain little of value from board.

Key governance-Entrepreneurship paradoxes: Who governs – ‘experts’ vs ‘stakeholders’ Board roles – ‘conformance’ vs ‘performance’ Relationship with management – supervision vs support Multiple or ambiguous accountability ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Summary It is easy to see that the corporate governance system affects every step and aspect of an economy,s investment process. At the first stage, corporate governance is all about creating an environment for access to capital. At the second stage, focus is on efficient allocation of capital between competing ends. At the third stage, corporate governance should encourage/reward competent monitoring of investments once they are in place. ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Conclusion & Recommendations 1 Adopting a wider definition of corporate governance by employing the stakeholder approach could foster corporate entrepreneurship as it extends beyond shareholders to encompass all the company’s interested parties – suppliers, creditors, employees and the community. When designing governance systems, it should be kept in mind that instead of just ideal systems which correspond to corporate governance values of accountability, allowances must be made. These allowances include allowing loose groupings of staff across functions, and fostering innovation champions that will encourage corporate entrepreneurship. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 38 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Conclusion & Recommendations 2 The need for corporate governance does not negate the primary purpose of any enterprise – the purpose of the business to deliver value and be sustainable, to which end corporate entrepreneurship is necessary. Entrepreneurial firms need to harness the positive discipline that comes with corporate governance but these can co-exist with innovation, research and development and corporate entrepreneurship strategies. Since corporate governance brings a new strategic outlook through external independent directors, it would enhance firm’s corporate entrepreneurship and competitiveness. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 39 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

Conclusion & Recommendations 3 The lesson is about creating entrepreneurship in large listed companies. Corporate governance should not only focus on reducing principal-agent problems. There is more to corporate governance than increasing shareholder or stakeholder value. A focus solely on these issues will crowd out entrepreneurship in listed companies. It will over-regulate them, making their organizations bureaucratic and short-term oriented. Corporate governance has an important role to play in promoting entrepreneurship and innovation in listed companies. It is time to redirect the corporate governance principles to the importance of board dynamics and entrepreneurial management variables. Topic: Exploring the Code of Conduct QUEENSLAND PUBLIC SERVICE COMMISSION TRAINING FOR THE CODE OF CONDUCT FOR THE QUEENSLAND PUBLIC SERVICE Objective: Public Service Employees demonstrate an understanding of how the Code of Conduct for the Queensland Public Service applies to them Core message area: Exploring the Code of Conduct Trainers and advisors instructions: Core message content and discussion: Code of Conduct Principles – Accountability and transparency Slide set 5: Code of Conduct - Principle 4: Accountability and transparency Accountability and transparency – Principle Accountability & transparency Accountability & transparency - why this is a public sector ethics principle Accountability & transparency – exploring their meaning Accountability - exploring its meaning Transparency - exploring its meaning Accountability & transparency – supporting values Accountability and transparency – Values 7. Accountability & transparency – value a – exploring its meaning 8. Accountability & transparency – value b – exploring its meaning 9. Accountability & transparency – value c – exploring its meaning 10. Accountability & transparency – value c – exploring its meaning 11. Accountability & transparency – value c – exploring its meaning 12. Accountability & transparency – value d – exploring its meaning 13. Accountability & transparency – value e – exploring its meaning 14. Accountability & transparency – value e – exploring its meaning 15. Accountability & transparency – value e – exploring its meaning 16. Accountability & transparency – value f – exploring its meaning 17. Accountability & transparency – value f – exploring its meaning 18. Accountability & transparency – value f – exploring its meaning 19. Accountability & transparency – value f – exploring its meaning Accountability and transparency – Standard of Conduct 4.1 20. Standard of conduct 4.1 – diligence in our work with people 21. Standard of conduct 4.1 – diligence in our decision making and use of lawful powers 22. Standard of conduct 4.1 –complying with instructions 23. Standard of conduct 4.1 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.2 24. Standard of conduct 4.2 – business dealings 25. Standard of conduct 4.2 – transparency in business dealings 26. Standard of conduct 4.2 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.3 27. Standard of conduct 4.3 – official resources 28. Standard of conduct 4.3 – official information 29. Standard of conduct 4.3 – insert agency examples/ procedure Accountability and transparency – Standard of Conduct 4.4 30. Standard of conduct 4.4 – official information - right to information 31. Standard of conduct 4.4 – official information – disclosure of 32. Standard of conduct 4.4 – insert agency example/ procedure Accountability and transparency – Standard of Conduct 4.5 33. Standard of conduct 4.5 – commitment to improvement 34. Standard of conduct 4.5 – insert agency example/ procedure 40 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

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www. aruwa. com. ng aruwasas@nsuk. edu www.aruwa.com.ng aruwasas@nsuk.edu.ng +234(0)8034511107 +234(0)8052666606 ©SAS Aruwa| 2014 CORPORATE GOVERNANCE & ENTREPRENEURSHIP. SPEAKING ENGAGEMENT, ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS