Investigative audits and the SC's surveillance and investigation efforts have shown that the losses suffered by PN4 companies were not caused by economic conditions, but largely by mismanagement, fraud, and other unethical practices. This underlines the need to foster a strong corporate governance culture because weaknesses in the ethos of corporate governance undermine confidence in the market, causing investors to flee. While the SC is stepping up its supervision and enforcement efforts, and enhancing capacity to ensure greater effectiveness in enforcement, it must be recognised that the burden for maintaining high standards of corporate governance cannot rest solely on the shoulders of the regulators. Eventually, we must rely on market mechanisms, and not the regulators, as the first line of defence.
Corporate governance must start in the boardroom. Corporate governance depends on ethics and integrity; in other words, self-discipline. When a company raises funds from the public, it has a duty to manage such funds diligently and honestly and directors and management must account for the manner in which funds entrusted to them have been utilised.
But while integrity and honesty is demanded of every level of the organisation, ultimately it is the CEO who must set the tone by role modelling and communicating the right values across the organisation. Against the background of the major corporate scandals in the USA in recent years, the Federal Reserve Chairman, Alan Greenspan, commented:
" I've become acutely aware of how crucial the issue of what the CEO believes and does is to governance.the fulcrum of governance is the chief executive officer ."Clearly, o ne of the main challenges in the corporate governance agenda is effecting a change in the mindset of company directors and management, led by the CEO. For those who perceive the increased disclosures and responsibilities as merely adding costs to business, the task can appear burdensome. Fortunately there are also those who appreciate that a modern corporation is subject to high levels of public scrutiny and see these as tools for enhancing shareholder value and for building brand premiums for their companies as quality investments.
On the same score, it is important that investors play a role in exerting pressure on companies to link the objectives of their key business processes to the creation of long-term value. There are two aspects to this. Firstly, m arket discipline should provide economic incentives and disincentives for companies to conduct their business in a sound and efficient manner. Thus the market's assessment of corporate performance would be reflected in stock prices, bond spreads and credit ratings.
Secondly, for markets to work their discipline, shareholders need to be active not passive. Institutional investors in particular have the ability, and indeed, the responsibility to bring management to task for failure to manage and govern properly. A mature and activist shareholding population is a powerful influence in ensuring appropriate corporate conduct.