Role of Corporate Governance in Risk Management – CIMA P3 PDF

Justyna Wachulka-Chan

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Definition & Importance

  • Corporate governance is the system by which companies are directed and controlled.

  • It ensures board accountability, financial transparency, and shareholder protection.

  • Governance frameworks vary—UK follows a principles-based approach, while US follows a rules-based approach (Sarbanes-Oxley Act – SOX).

  • Failures in governance have led to corporate collapses (e.g., Enron, Barings Bank, WorldCom).

Key Governance Principles

  • Shareholder rights & equitable treatment (OECD guidelines).

  • UK’s “Comply or Explain” rule allows flexibility for listed companies.

  • Board structure: Chairman and CEO roles should be separate; Non-Executive Directors (NEDs) must challenge decisions.

Board Roles & Effectiveness

  • Chairman leads the board & ensures communication with shareholders.

  • CEO runs company operations & executes strategy.

  • NEDs oversee executive decisions and maintain independence to reduce risk.

  • Effective boards ensure diverse expertise, formal appointments, and ongoing training.

Governance Committees

  • Nominations Committee: Manages board composition & succession planning.

  • Audit Committee: Oversees financial reporting, internal controls, and auditor independence.

  • Remuneration Committee: Determines executive pay, ensuring long-term incentives align with company success.

Internal & External Risk Reporting

  • Management develops & monitors controls, while boards evaluate risk management.

  • The Turnbull Report emphasizes risk-based internal controls in the UK.

  • Sarbanes-Oxley Act (SOX) mandates stricter compliance and documentation for US companies.

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About the Author

Justyna Wachulka-Chan

Justyna Wachulka-Chan is a CIMA-qualified finance professional with over 20 years of experience in accounting and finance, including roles at KPMG. She founded Practice Tests Academy in 2016, helping 35,000+ CIMA and ACCA students pass their exams through structured practice questions and mock exam resources.

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