"Organizing is what you do before you do something, so that when you do it, it is not all mixed up". (A. A. Milne)
Governance is a noun, meaning "the action or manner of governing". And corporate is an adjective, relates to the "large group or company". When these two words combined together, they 'hold sway' to have a great influence over a particular person(s), Group(s), or domain(s). But before that there is something to talk about which if emplaned well, it gives heat, oxygen and fuel to 'Corporate Governance'.
1. The first thing is "intention". Many Corporates spend most of the money in the manufacturing of their 'corporate message' but often failed to realize the importance of their "Corporate Intention". If corporate intention is well defined and researched then the success is inevitable and the employees' set of actions will be obviously with good intentions. Hence the first building block prelude to the governance is intention.
2. Ethics or a set of moral principles starts with an "Appointment Letter". For instance appointment of a CEO by the Board of Directors. CEO's appointment letter presumedly has to be well drafted with utmost information which enables CEO to best use the Owner's asset. Therefore, CEO does "Management" as per his appointment letter. If we move downwards, the appointment letters are trimmed and clipped as per the direction of CEO and hence General manager, executives and employees are informed in bits and pieces. For instance, after the invention of the word "multi-tasking" the old fashioned "Job-description" which was used to be attached with an appointment letter is becoming obsolete and hence there is no gauge of measuring 'Task assigned' Vs 'Remuneration'. This creates agony amongst employees and executives which proclaims for unethical performance/practices. At this point, definitions of Conflict of interest, corruption and fraud emerges.
Therefore a well defined corporate intention with a well informed corporate players can naturally behave in an ethical manner. Ethics swings both ways and it is indeed another important building block prelude to the "Governance"
3. Thirdly, control. CEO has the power to influence or direct peoples' behavior. As Oscar Wilde said “A man who is master of himself can end a sorrow as easily as he can invent a pleasure. I don't want to be at the mercy of my emotions. I want to use them, to enjoy them, and to dominate them.”
Governance is the way an owner(s) control the use of his/their assets through CEO but before that there has to be well defined ways or guiding principles for CEO. Otherwise, Corporate Governance will remain a post event activity.
