Social responsibility and relations with shareholders:

“Social responsibility issues, in particular, fair competition and the environment, are important to each company’s long-range value and should be discussed on a regular basis with shareholders. There should be greater focus on avoiding future problems, and less looking backwards to find problems that occurred in the past. In addition, shareholders
should understand that they have a key role to play in supporting social responsibility initiatives, which should in turn positively impact the value of their portfolios in the longterm.” Sir Mark Moody-Stuart
20 – 1. STRATEGIC GUIDANCE, MONITORING OF MANAGEMENT, AND THE BOARD’S ACCOUNTABILITY USING THE OECD PRINCIPLES OF CORPORATE GOVERNANCE: A BOARDROOM GUIDE – © OECD 2008 Social responsibility and philanthropy:
“Social responsibility and philanthropy are two different things, although both can result in
reputational benefits to a company as well as social benefits to the community. For example,
social responsibility encompasses corporate efforts to reduce emissions or energy intake in
the operation of the company, while philanthropy relates to humanitarian, educational, scientific or other causes supported by the company.”
Laura Cha “The board should ensure that it consults with shareholders and employees of the company
as well as relevant stakeholders with respect to philanthropic initiatives. Corporate philanthropy should, as far as practicable, be somewhat related to the company’s present and future business interests. If not, it may be preferable to allow individual shareholdersand stakeholders to choose their own beneficiaries according to their personal beliefs and
convictions.”

Board mandate in controlled companies:

“In a controlled company, the board should discuss the list of board responsibilities with the dominant owner and negotiate with the owner where required to obtain his or her agreement.” Jack Krol “The board of a family-controlled company that is in transition to becoming a public company should beware the temptation to continue former management habits such as discussing issues at a level that is overly detailed for a company with separate ownershipand control. Board involvement with issues that are properly within the province of
management results in inefficient board processes and requires devotion of an excessive amount of meeting time. Instead, the board should structure its agenda at the outset to ensure that it focuses on issues such as strategic planning and risk management.” José Monforte

Choosing between a unitary board and a two-tier board:

“Some countries allow a choice between a unitary board and a two-tier board structure. In making this decision, the board should consider what is best for that particular company. For example, a unitary board may be more suitable if investors of the company understand the unitary board system better. Whichever system is adopted, the board should ensure that it explains the structure to investors so that they can understand and appreciate how the system works and how the board sees its role.”

Contributors

Dr. N. Balasubramanian – Professor and Chairman, IIMB Centre for Corporate Governance and Citizenship, India Ms. Laura Cha – Chair, HSBC Investment Asia Holdings Limited, Hong Kong
Mr. Charnchai Charuvastr – President, Thai Institute of Directors, Thailand Ms. Alison Dillon – Former Deputy Company Secretary, Unilever, United Kingdom Mr. Jesus Estanislao – Chairman/CEO, Institute of Corporate Directors, Philippines
Mr. Niall FitzGerald – Chairman, Reuters, United Kingdom Ms. Michele Hooper – Managing Partner, The Directors’ Council, USA Mr. David Jackson – Corporate Secretary, BP, United Kingdom
Dr. Roland Koestler – Head, Department for Company Law and Codetermination,
Boeckler Foundation, Germany Mr. Jack Krol – Lead Director, Tyco International, USA Ms. Rosemary Martin – General Counsel and Corporate Secretary, Reuters, United Kingdom Mr. José Monforte – Chairman, Brazilian Institute for Corporate Governance, Brazil Sir Mark Moody-Stuart – Chairman, Anglo American, United Kingdom INTRODUCTION
USING THE OECD PRINCIPLES OF CORPORATE GOVERNANCE: A BOARDROOM GUIDE – © OECD 2008 Mr. Leonardo Peklar – Chief Executive Officer, Socius Consulting, Slovenia Ms. Maria  oskresenskaia – Board Member, Association of Independent Directors, Russia Mr. Frank Zarb – Managing Director and Senior Advisor, Hellman & Friedman, USA Mr. Zhang Chunjiang – Chairman, China Netcom, China

Equally important to these overarching themes are the micro-level

experiences that were related to us by the contributors, who candidly NOTE TO READER – 9
USING THE OECD PRINCIPLES OF CORPORATE GOVERNANCE: A BOARDROOM GUIDE – © OECD 2008 described methods of managing particular challenges in dealing with the generic OECD Principles.
The comments provided by the contributors have been organised as vignettes illustrating complex points, or illuminating areas which have so far
been little explored. We grouped the comments that we found helpful, or challenging to received wisdom, around the issues addressed by Chapter VI
of the OECD Principles – The Responsibilities of the Board. Many of them may be grouped under the themes of judgement, integrity, diplomacy and
leadership discussed above.
All experiences were based on actual companies and events. In order, however, to avoid any potentially embarrassing or inappropriate disclosures,
the quotations contained in this document are often framed in terms of “advice” to the reader. We emphasise that the “advice” is based on actual
experience. We see this project as the beginning of a process in which the business community is requested to provide insights into what does and what does not work. We hope that this work becomes a source of new thinking and  corporate governance advice. If we gather experiences from those who are
on the ground and living inside the ideas that others only write about, then corporate governance reform will continue to generate real traction.
We welcome any comments, both from those with experiences to contribute and those who disagree. We look forward to hearing from you.

The first theme that emerged was the importance of judgement.

This is the antithesis of – or perhaps the antidote to – “box ticking”, or the formulaic compliance with standards which has dogged the corporate
governance debate. Regardless of the board’s form, structure or process, we came to understand better that for the corporate governance system to work,
directors must possess two fundamental qualities – integrity and diplomacy.
Integrity, judgement and the conviction to do the right thing are vital, particularly when navigating complex and uncertain territory. As one of the
contributors said, “it takes courage.” We have yet to see “courage” as one of the essential qualities in a code of conduct – perhaps it should be included, along with a warning that the faint-hearted need not apply.

Foreword

During the last decade, the OECD has taken the lead among international organisations to promote good corporate governance. The OECD Principles of
Corporate Governance has become the global benchmark, accepted in OECD and non- OECD countries alike. These accomplishments are the result of a close partnership with the business community and other stakeholders. Their advice was not only essential to the development of the OECD Principles; they have also put them to active use and
supported their implementation around the globe.
We have therefore called on a group of business leaders to give their perspective on how to apply the OECD Principles — in the boardroom. Corporate
boards will face a diversity of situations and challenges. We wanted to learn about real stories that can provide guidance and advice to those vested with the responsibility of running an efficient board.
The report clearly states the relevance of the fundamental principles laid down by the OECD, and it also highlights some of the key qualities required from individuals. It is unique in the sense that it provides practitioners with concrete examples of how important these qualities can be when applying the OECD Principles. I am sure that this will provide an invaluable source of information and inspiration.

Selection of an Organization: Apple Inc.

Apple Inc. formerly known as Apple Computers Inc. was chosen for this term project.
The most logical thing done at this phase of the project is becoming familiarized with the
organization’s business, goals, objectives and mission for purposes of completing the project
successfully. It is because understanding what drives the company to achieve its goal makes it
easier to identify the areas that they need to focus into and provides vital information regarding
the culture within the company and the culture of its employees. This was the jumping board in
the development of the appropriate training/intervention strategy with reference to the analysis of
the collected data and into the identification of what training is needed by the company. And for
an organization such as the Apple Inc. with a history that is very rich in experiencing both the
best and the worst from the industry but has still managed to emerge as one of the significant and
influential leaders in the computer industry. It can be attributed to kind of corporate culture that
is being practiced within the company and within all of its employees.

Elyse Eriksson

Creator/Author The Riddle of the Exporter™ Training & Workbook A lifelong entrepreneur, Elyse Eriksson has explored a wide range of business ventures. As the Managing Director of Export Connector, Ms. Eriksson works with entrepreneurs to enter international markets.
During the majority of her career, Ms. Eriksson
was the owner of two manufacturing companies
specializing in cement-based products. She also
served as the Director of Training at the
International Trade Center-Small Business
Development Center in Dallas, Texas.
Ms. Eriksson holds a B.S. in design., a Masters in
Civic Affairs and an M.B.A. in International
Management. She has obtained the designation
of CGBP, Certified Global Business Professional.
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