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Reading 34  Corporate Governance and ESG: An Introduction
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Weak corporate governance is a common thread found in many company failures. A lack of proper oversight by the board of directors, inadequate protection for minority shareholders, and incentives at companies that promote excessive risk taking are just a few of the examples that can be problematic for a company. Poor corporate governance practices resulted in several high-profile accounting scandals and corporate bankruptcies over the past several decades and have been cited as significantly contributing to the 2008–2009 global financial crisis.

In response to these company failures, regulations have been introduced to promote stronger governance practices and protect financial markets and investors. Academics, policy makers, and other groups have published numerous works discussing the benefits of good corporate governance and identifying core corporate governance principles believed to be essential to ensuring sound capital markets and the stability of the financial system.

The investment community has also demonstrated a greater appreciation for the importance of good corporate governance. The assessment of a company’s corporate governance system, including consideration of conflicts of interest and transparency of operations, has increasingly become an essential factor in the investment decision-making process. Additionally, investors have become more attentive to environment and social issues related to a company’s operations. Collectively, these areas often are referred to as environmental, social, and governance (ESG).

Section 2 of this reading provides an overview of corporate governance, including its underlying principles and theories. Section 3 discusses the various stakeholders of a company and conflicts of interest that exist among stakeholder groups. Section 4 describes stakeholder management, reflecting how companies manage their relationships with stakeholders. Section 5 focuses on the role of the board of directors and its committees as overseers of the company. Section 6 explores certain key factors that affect corporate governance. Section 7 highlights the risks and benefits that underlie a corporate governance structure. Section 8 provides an overview of corporate governance issues relevant for investment professionals. Finally, Section 9 discusses the growing effect of environmental and social considerations in the investment process.

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