【译者说明】

1. 这篇文章昨天出现在ACCA官网。不象P2/P7的新准则文章，本文是P1核心内容GOVERNANCE的重新整理并提出些新概念，具有考前参考价值；

2.  原文篇幅有8页A4纸，为有效阅读理解，译者进行整理加翻译之后是6.5页A4纸篇幅，并采用了系列缩写：Btwn=Between；CG=Corporate Governance；Corp=Corporate；CSR=企业社会责任；Fin=Financial; IC=Internal Control； Info=information； Mgt=Management；Org=Organization；SKH=Stakeholder利益相关者；SH=Shareholder；Std=Standard；Thru=Through；W/=With；W/O=Without；

3.  建议关注：1）Stewardship管理责任概念；2）新内容：CG External & Internal Sources 公司治理的内和外；3）经典内容：Rules vs. Principles-based codes；4）核心内容-由内而外的治理,最后落到（新说法）公司文化和价值观上Implementation of CG within orgs：a broader& longer-term view of agency theory, such as applies to a wider group of SKHs can engender a better team spirit that will help promote a culture of pro-SKH behavior & positive attitudes at all levels of the org. The important links between CG & Corp culture & values are also highlighted. 5）系列概念Transparency, Skepticism, Objectivity, Integrity，Honesty, Judgment.

Effective CG has internal & external drivers. Though directors & mgrs may have little influence over external regulatory framework, they can & must play theirpart in ensuring effective internal governance & compliance from deepwithin their orgs. This should extend beyond external fin reporting & CG structures into more operational areas of biz mgt.By promoting deep-rooted CG ideals in orgs, a culture of SKH focus & individual & CSR, for the common good, can flourish. 中心思想：有效公司治理需内外兼修；代理们（董事/经理）对内部治理尽责；公司不但要做到外部合规（财报和治理结构），还要注重运营层面；公司要培育围绕SKH和CSR的治理文化

1

Agency Theory  重温代理理论

Under the narrowest of perspectives the principal objective of a company has traditionally been to maximize profits & add to the wealth of SHs. However, the degree to which the pursuit of profit & wealth dominates depends upon the society's view of agency theory. The questions to ask are; who discharges responsibility? who is accountable? what particular structure of relationships& potential conflicts exist btwn principals & agents. In biz the SKH is known as the principal & the officers of the company or the directors are known as agents. The extent to which BOD acts in the interests of SHs & in the pursuit of fiduciary interests such as wealth maximization is determined by which of the 7 CSR perspectives is taken. 关注最后一句：结合CSR Positions+ Agents’ Accountability

2

Stewardship concept 管理责任概念

Generally，the rights of SHs & other SKHs connected with the company should be protected & promoted by ‘stewards’ of these SKHs& their interests. In theory, agents should be held responsible & accountable for balancing the conflicting interests of a whole range of SKHs of the company. 股东和其他SKH利益应该被保障；代理要对此负责，并平衡多重SKH的利益冲突。

The traditional ‘pristine capitalist’ view of ‘stewardship’ implies that therights of the SHs & the pursuit of their wealth are of paramount importance. However, the banking crisis & spectacular corp failures such as Enron & World Com would indicate that even the narrower interests of owners can often be neglected or ignored, along w/ those of a much wider group of SKHs, incl. the general public. 原始资本主义观点（CSR-1）要求股东利益最大化高于一切。但是，这种比较狭隘的利益保障在现实中还是被忽略（如安然和世界电信丑闻），更不必提公众利益。

3

Separation of ownership & control 公司代理关系演化念

（考前一天，本部分英文不必看，一眼扫过中文翻译即可）

The introduction of the limited company as a legal entity was a great advance from the private solely owned biz or the partnership in that it greatly increased the supply of long-term funds to industry & commerce, & contributed to the creation of far more wealth in the global economy. The concepts ofshareholdings & limited liability encouraged many more people of moderate means to invest their disposable income in bizes & at much lower risk than would hitherto have been possible within unincorporated orgs. W/ many more investors, many of whom have little or no biz acumen, came the need to divorce ownership & control for practical purposes, & to introduce a court or BOD, as the agents of this disparate group. This is the basis of what became the public limited company, a separation of ownership & control.This is a normal arrangement these days & it is hardly ever questioned.

‘The trade of a joint stock company is always managed by a court of directors. This court, indeed, is frequently subject, in many respects, to the control of a general court of proprietors. But the greater part of those proprietors seldom pretend to understand anything of the biz of a company…’Adam Smith

The separation of ownership & control, & the disparity & inexperience of SHs in biz & fin matters, would be problematic unless some system of external governance was imposed to safeguard the interests of these owners. The separation of ownership & control & the potential divergence of the interests of owners & mgrs is the main reason why there is a need for a CG system.

The directors, however, being the mgrs rather of other people’s money than their own, it cannot well be expected that they should watch over it with the same anxious vigilance w/ which the partners in a private company frequently watch over their own…. Negligence & profusion, therefore, must always prevail, more or less, in the mgt of the affairs of such a company。。。Clearly the agency model within the corp context would not naturally work to the advantage of the principals w/o some intervention.

现代公司出现，代理应运而生，帮助不参与经营的投资者们管理公司。所有权和控制权分离可导致利益冲突，需公司治理制度来保障所有者利益；另外，因为钱不是自己的，代理们就不上心，从而出现疏忽和浪费等损害投资者利益的事，外力监管必须介入。

4

Legal & Professional framework 法律和专业管理制度

Successive Companies Acts from 1844 in UK, laid down increasingly complex layers of legislation about the constitution, the format, the minimum disclosure requirements, about the use of reserves, the maintenance of capital & th egeneral protection of creditors. And there has been a legal requirement for an‘independent’ external audit of the fin disclosures of a company’s affairs on a periodic basis by competent & qualified professionals. 起源于英国的公司法奠定公司治理的基础（立法，形式，披露，留存资金使用，资本维护，债权人保护等方面）；后又要求独立的外审定期披露公司事务。

One of the major responsibilities of company directors is to ensure that the fin reports of companies are relevant & faithfully represent the affairs of the company & that SKHs can make rational decisions based on the qualitative characteristics of the reports that are published (a ‘true & fair’ representation).Auditing is mainly concerned w/ the faithful representation aspect of fin information. BOD（代理）要保证财报真实公允；（股东任命的）审计主要就是关注财务信息的真实披露。

Companies in most countries are by law required to have their accounts audited at the end of every fin period. A major aspect of most external CG codes is about ensuring that the role of the auditor is effective & the relationship btwn auditors & directors has integrity & is independen t& objective. The issues to consider here are who should appoint the auditors, how long should the same firm of auditors be used repeatedly, & should audit firms or even their subsidiaries or associates provide consulting services to their clients? 关于外审的角色和管理问题（主要在P7涉及）

5

CG – External & Internal Sources 公司治理的内和外

CG has internal & external sources: External CG consists of mandatory & voluntary codes, reports & frameworks such as company law, stock listing rules & accounting & auditing stds；Internal CG is how such external governance is complied w/ & embedded in the culture& values of the org & how sound governance is implemented & works in practice. 外部治理【自己看】；内部治理【新说法】：遵守外部监管；把治理理念嵌入组织文化和价值观；在运营实践中有效执行健全的管理制度。

CG framework helps provide a structure for governing the behavior of companies& their officers, but external rules, regulations, & codes of practice are not effective unless a climate of compliance in orgs is promoted to support such structures & mechanisms at all levels through such mechanisms as corp & ethical codes of behavior & values. There also needs to be a deeper culture embedded in companies, recognising the responsibilities & duties of mgt with regard to the legitimate rights of their SKHs & SHs.有效的治理框架需内外结合（单凭外部监管不够）；内部主要指公司治理准则，指导行为和价值观的道德守则，明确管理责任的组织文化（译者注：可参考COSO框架控制环境）

Effective CG is about promoting this climate of transparency, skepticism & objectivity; by creating systems, procedures, & internal structures, aimed at complying w/ external requirements, but also pre-empting& dissuading anti-SKH behavior from deep within the org. Internal CG (or corp culture)should therefore be instrumental in reducing the ‘expectations gap’ between the interests & motivations of the ‘agent’ & those of the ‘principal’; thereby addressing the agency problem at all levels within the org. 有效治理要：倡导透明/质疑/客观（治理核心概念）；制度保障外部合规和规避内部违背重要SKH利益的行为；内部治理（或公司文化）必须针对减少股东和代理的期望差距（译者注：P7有这个概念）。总之，通过以上做法，在公司所有层面应对代理问题。

6

Principles or rules-based codes of CG 原则和规则导向的治理

CG structures can be voluntarily complied w/ & any departures from best practice can be explained in the notes to the accounts. The main benefit of this ‘principles based’ approach is that full compliance is often difficult for companies in specific situations or in special circumstances. ‘Rules-based’compliance is a ‘one size fits all’ (box ticking) approach where full compliance is required by law & where departures can entail legal sanctions. This approach, such as SOX in US, is felt to be more effectiv ebecause it doesn't rely as heavily on the integrity of the BOD to interpret & comply or explain openly & objectively. 公司治理信息可自愿披露，如有和最佳范例的差异，则需解释。原则导向和规则导向治理对比-传统内容，不做翻译，考试需关注！（提醒：规则导向看起来更有效，因为更相信规则而不是管理层。。。）

CG is based on voluntary control in many countries, like UK & is often a requirement for stock exchange listing. It is based on the adoption of specific sub-committees & structures w/ clear recommendations relating to sound internal fin & operational controls & the promotion of high quality fin info to strengthen the accountability of BOD to their SHs. 公司治理在很多国家（如英国）是自愿型机制，并作为上市要求一部分；主要包括职能委员会设置，财报和运营控制，向股东提交高质财务信息来加强BOD的受托责任。

Cadbury Code (1992) was designed to concentrate on the essential IC mechanisms to support this need for greater transparency &accountability to SHs, which at the time was felt to be deficient. This voluntary report highlighted the ways in which companies could better underpin a company’s legal & regulatory obligations to its SHs through accountability & control, viewing the role of NED as being critical from an independence perspective. 1992年Cadbury code提出用内控机制来加强透明度和受托责任；独立的NED角色至关重要。

The recommendations of Cadbury Report emphasized higher CG stds thru improvements in the quality of fin reporting. This aspect has also been supported by accounting stds bodies, striving to provide more consistency, relevance & understandability in the accounting process. Cadbury report & others were eventually enforced as listing rules on many stock exchanges. Cadbury建议得到会计协会支持，他们致力于提高会计工作的一致性，相关性和可理解性，并一道成为很多证券交易所的上市要求。

Cadbury Report recommended that external auditing should be more independent & closely monitored thru the introduction of Audit committees composed of a minimum number of NEDs. However, where CG was to have most impact was thru the introduction of robust IC mechanisms & a system of internal audit where the design & control of processes & continuous monitoring of transactions & decision-making can help safeguard assets & prevent& detect anti-SKH behavior in the org. The IC concept was to be based on promoting continuous vigilance by mgt in preventing fin loss thru fraud, error, inefficiency or incompetence. Cadbury报告建议由NED组成的审计委员会监控外审工作保障独立性；然而影响更大的还是引入健全的内控和内审体系来设计和监控交易和决策过程，从而保护公司资产和预防以及检测组织内的不当行为。管理层需要倡导持续警惕的理念来预防因舞弊/错误/低效或无能导致的财务损失，来实施内控（译者注：参考COSO框架）

There are many CG codes focusing on matters incl. BOD roles & constitution. These include various recommendations on the procedures to appoint directors, the qualifications of directors, the proportion & independence & effectiveness of NEDs & diversity & on the need for additional & independent board committees (Audit, Nomination, Risk, Remuneration). Indeed many corp scandals (pre-Enron) tended to revolve around inappropriate or unjustified pay increases or bonuses for executives, seemingly regardless of performance, leading to so called ‘fat cat’ scandals. Both Greenbury Report & Hampel Report focused on directors' remuneration, rather than upon broader & more significant fin, performance or governance issues, because it was seen as being such a problem.世界上有不同公司治理版本，一般关注BOD职责和构成，董事资质和任命，NED比例，独立性和有效性，董事多样化以及四大职能委员会等。安然事件前，不少公司丑闻牵涉到与业绩无关的天价高管薪酬（“肥猫”丑闻）。之后Greenbury Report和Hampel Report就是针对董事薪酬治理方面的努力。

The main recommendations of the above committees were subsequently incorporated by Turnbull Committee into the original Combined Code of the Committee on CG in 1999, but this code also emphasized the broader responsibility of companies with respect to safeguarding SHs’interests. “The board should maintain a sound system of IC to safeguard SHs’investment & the company’s assets”. Combined code has been revised since 1999 & in 2010 it included several new recommendations:  requirement for chairman to be re-elected annually & to encourage greater diversity (esp. gender diversity) of the board, more emphasis on BOD performance in the larger companies being independently reviewed on a regular basis, disclosure of the biz model & responsibilities relating to risk; such as how much risk the company can accept & how much it will need to avoid, reduce or transfer. These new requirements link well w/new proposals for a broader corp reporting framework - IR (2013). 1999年出台以及后来修订的英国《合并治理准则》增加一些建议, 如每年选举董事长，鼓励董事多元化（尤其性别），增加对大公司董事会的绩效评估，披露业务模式及风险管理。这些要求自然和2013年起开始倡导的综合报告对接上。

The revised combined code also makes new recommendations about the need to align remuneration of directors to longer-term performance metrics & having a closer interface btwn NEDs &EDs. The changes also include the chairman's responsibility relating to identifying the training & development needs of directors & around more effective external communications with SHs, including institutional investors. 修订的《合并治理准则》还要求基于长期业绩设计董事薪酬，更多ED和NED之间的协调，董事长负责培训和发展BOD成员，更多与外界股东有效沟通（包括投资机构）。

More effective company law, listing rules, regulations, accounting& auditing stds & CG codes have clearly provided a better structure & basis for the governance of companies' behavior in relation to the original agency problem. Whether these governance structures are principles or rules-based, the essential agency problem still seems to remain, as highlighted by continuing evidence of director failings & further corpf ailures. 公司法+上市条例+监管规定+会计准则+审计准则+公司治理准则=约束不当公司行为的努力=》解决代理问题（译者注：方法多，说明问题难解决）。无论是原则还是规则导向的公司治理都没有或者无法从根本上解决代理问题，因为有关董事失职或公司倒闭的事件一直此起彼伏。

Reliance on voluntary codes, professional stds & even legislation may not provide an adequate safeguard against governance failure unless BOD, on behalf of SKHs, set a clear ‘tone from the top’& actively create a culture of transparency, honesty & integrity in the orgs at all levels. 自愿性准则，专业标准甚至立法仍不足以保全公司治理，除非BOD，基于SKH利益，设定一个高层基调并在组织各层面力推透明/诚实/诚信的组织文化。

7

CG & Cultural values 基于治理和组织文化的价值观

For CG to be effective & to safeguard SKHs’ interests properly, a climate should be created where those working for the SKHs & on behalf of them, are conscious of the ultimate economic, social & ethical consequences of their decisions & behavior (at whatever level). 只有人们意识到他们的决策和行为（无论什么职位）会切实带来经济，社会和道德层面的影响，公司治理才可能有效实施来保障SKH利益。

Directors should promulgate & inculcate in their orgs a climate of responsibility, accountability & transparency. This can be achieved by the use of formal structures such as audit & remuneration committees, by appointing effective & independent NEDs & by tightening up on auditing regulations, but it is mainly achieved by having a sustainable, longer-term & broader perspective & by encouraging all to act ethically. BOD应在组织内大力倡导和灌输职责/义务/透明理念, 设立审计和薪酬委员会，任命称职的独立NED，加强审计，更重要的秉持一个可持续/长期/更广泛的治理理念并鼓励道德的行为。

Companies can encourage such behavior by designing appropriate corp codes of ethics & behavior in orgs, supported by a system of cultural values which are themselves linked to individual performance appraisal & professional development. E.g., promoting consonance between the aims of primary SKHs & those of other SKHs can create a team spirit where all perceive they are working for a common purpose or goal. This commo npurpose can also be reinforced by having a clear corp mission  & setting strategic aims & objectives which are coherent & sustainable & which can be broken down into meaningful & measurable departmental & team objectives that all within the org can buy into & relate to. 公司可设计合适的公司道德准则，员工行为守则，把公司价值观和员工业绩评估以及职业发展相结合，把主要SKH和其他SKH目标一体化。共同的目标体现在公司使命/公司战略/部门目标等上。（译者注：文末广告-完美促销“P1+P3”组合产品）

This kind of climate is promoted by such instruments as: 公司要宣扬下述理念和具体做法：

·        Equitable productivity & bonus schemes 平等的绩效和奖金制度

·        Transparent recruitment & promotion policies 透明招聘和升职政策

·        Good staff welfare & reward systems 良好的员工福利和激励制度

·        Effective environmental policies, and 有效的环保政策

·        Good customer relations. 良好的客户关系

All of these are based on an overriding quality culture, where effectiveness & efficiency are promoted & ever yaspect of the orgs activities are considered to be important at all levels, where people of all levels are valued & respected & where the impact of all decisions on the interests of SKHs is always recognized & anticipated. 上述一切都建立在一个至高的企业文化之上，倡导高效工作，尊重每个人的努力，充分认识到所有决策都影响SKH利益。

Good governance must extend beyond basic compliance w/ external reporting & auditing requirements, to areas: IC, performance measurement & mgt, budgetary control systems, quality mgt, staff recruitment, training & development & to reward & promotion systems in an org. 总之，健全的公司治理除了基本的对外合规，还包括内部努力：内控，业绩评估和管理，预算控制，质量管理，员工招聘培训和发展以及激励制度（译者注：P5即视感）。

Conclusion 总结

A biz that embraces the underlying principles as well as ‘being seen’ to be compliant w/ CG codes, is better placed to protect the interests of its SKHs, incl. public interest, from a more sustainable & longer-term perspective. 从持续发展角度来看，实施有关治理原则并且（至少看起来）合规的企业，更好保障SKH（包括公众）的利益。

This wider view of agency theory is in stark contrast to the narrower‘stewardship’ perspective, but whichever perspective is taken, CG & all it entails is an essential framework in which the rights, responsibilities& rewards available to the principals & their agents is best balanced.广义代理理论和狭义管理责任形成鲜明对照；但无论哪种角度，治理核心仍是追求股东和代理之间责任义务及回报的最佳平衡。

The development of an informal corp culture & ethical values to underpin & support formal CG structures is essential. This approach reduces the risk of negative behaviors such as, wastefulness, inefficiency, idleness, greed, fraud, deception, bribery or theft occurring or being tolerated. 培育非正式的公司文化和道德价值观来加强和支持正式的公司治理很重要，帮助减少一些消极的行为，比如浪费，低效，停工，贪婪，欺诈，欺骗，贿赂或盗窃。

Such a biz culture can sustainably meet & balance the needs of SHs, lenders, employees, suppliers, customers & the general public, recognizing their respective interests as being entirely compatible over the longer term. 这样的组织文化可持续满足并平衡各方需求（如股东/银行/雇员/供应商/客户及公众），他们的利益诉求长期来看是可以兼容并蓄的。

This balance can only be realistically achieved if effective acceptance of CSR, rather than compliance w/ governance structures alone, becomes part of the ‘mindset’ of all those working in biz orgs;so that accountability & responsibility to all SKHs is delivered from the inside out. 只有在真正地接受CSR而不只是做到对外合规，并把CSR变成所有雇员（包括高管和一般员工）思想一部分，上述平衡才能得以实现；这样，对所有SKH的义务（对上义务）与责任（工作职责）才可以由内而外地实现。