CORPORATE GOVERNANCE AND REPUTATION MANAGEMENT “BETTER COMPANIES, BETTER SOCIETIES” (GLOBAL CORPORATE GOVERNANCE FORUM (GCGF)) GOVERNMENT EXISTS TO PROVIDE (Diagram 1) Corporate Governance and Reputation Management1

POLITICS, GOVERNMENT, GOVERNANCE AND YOU GOVERNMENT EXISTS TO PROVIDE (Diagram 1) SECURITY AND DEVELOPMENT FREEDOM FROM WANT FEAR DeterCompel ReassureNEEDS RIGHTS MARKETS -CrimeUse Min the citizens Materialand responsibilities -Free Market -Violence to Maximum of stateNeedscivil, social Economy -Terrorism force where capacity-Foodand economic -Private Etc deterrence to Maintain rule of-Homeduties to Sector Driven -External Fails law, maintain -Schoolfamily Public-Private Aggression order and-Hospitalcommunity Sector restore Stability etcand Partnership if and whenstate Minus the necessary People Corporate Governance and Reputation Management 2

Governance is the regularised ways of ordering human societies at all levels of organisation from family units to entire societies based on the following principles -Balancing Power with power at many levels within and among many informal or formal organised structures in organisation, society or state -Monitoring Performance -Accepting non-violent conflicts as an important indicator of problems with relevance on in-house conflict prevention and management mechanisms for reaching sustainable solution in eliminating conflict -Empowering shareholders stakeholders and communities with enforceable rights with moral responsibilities to check abuses of Authority over them. Corporate Governance and Reputation Management 3

STAKEHOLDERS MUST SPEAK TRUTH TO THEMSELVES To govern, it is obligatory to have INSTRUMENTSINSTITUTIONSCAPACITY Formal and Informal In and out Resources Know Know How to Law Codes Policies Directives Board Investors Management Why How apply etc and Staff need skills and or Build Shareholders Knowledge Show-How other stakeholders Techniques for Methods CORPORATE PERFORMANCE SustainedSuperior quality ofCreateBalance Growthgoods and servicesdouble benefitsrisk taking and for shareholders risk management and other stakeholders Corporate Governance and Reputation Management 4

BUT THERE ARE RISKS RISKS Society Market Environment Suppliers and Board/Owners Environment Customers Management Staff Allow Companies and competitors lead to do insider trading To do Regulatory to collusion and commercial corporate fraud And Policy cartels bribery etc Capture Corporate Governance and Reputation Management 5

THEREFORE THE NEED FOR CORPORATE INTEGRITY SYSTEM Because Boards operate in the interest of management rather than shareholders (AD) THE INTEGRITY SYSTEM NORMS AND GOVERNANCEPUBLICBROADER CULTURERULES ANDCHECKS AND REGULATIONSBALANCES Corporate Codes EthicalRegulatory Law Civil & Investors CSOs Public Consumer Citizenshipof Leadership EnforcementCriminal Watchdogs Reporting Campaign ConductLiabilities Investigative Compliance Whistle Corporate Gatekeepers Journalism System Blowing Governance Source TI Accountants Auditors Rating Agencies Corporate Governance and Reputation Management 6

Now you can talk of corporate reputation which - Is dependent on effective corporate governance with CSR and CSI of impact. -Has more market value (20%) than the quality of the board -As a risk is clearly an important component of overall enterprise risk -Increases corporate esteem and competitive advantage Thus Reputation is made from the perception and opinions through inter-relationship of CEOs, Executives, Management and Staff and interaction with the media, government officials, institutional investors, analysts and host communities etc and from sources of information ranging from personal interacts to academic, journals, media etc. Corporate Governance and Reputation Management 7

TOOLS FOR REPUTATION MANAGEMENT InformationStrategicDirectCommunication Gathering CounselLobbying and Analysis Corporate Governance and Reputation Management 8

THE SOCIETAL INCREASING RISK RISK Direct ConflictUnequalIntegrity Political corruptionof interest access to policyand the and Influences between govtmakers and balance of Peddlingofficial and decision makinginformation business sectorsprocessesand Representation Corporate Governance and Reputation Management 9

FROM INFLUENCING POLICY AND DECISION SHAPING AND MAKING TO SHAPING PUBLIC DEBATE AND MORE SO SHAPING SCIENCE ALERT SIGNAL Shaping Managing Landscaping Science with “ghost”the Mediathe public journaland the messageSpace Articles supporting Dubious Scientific research Corporate Governance and Reputation Management 10