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The Core Principles Of Good Corporate Governance
Accountability 问责
Corporate accountability refers to the obligation and responsibility to give an explanation or reason for the company’s actions and conduct. In brief: The board should present a balanced and understandable assessment of the company’s position and prospects; The board is responsible for determining the nature and extent of the significant risks it is willing to take; The board should maintain sound risk management and internal control systems; The board should establish formal and transparent arrangements for corporate reporting and risk management and for maintaining an appropriate relationship with the company’s auditor, and The board should communicate with stakeholders at regular intervals, a fair, balanced and understandable assessment of how the company is achieving its business purpose. 公司责任是指对公司的行为和行为作出解释或理由的义务和责任。 简言之： 董事会应就公司的立场和前景作出平衡和可以理解的评估 ; 董事会负责确定其愿意承担的重大风险的性质和程度 ; 董事会应保持良好的风险管理和内部控制制度 ; 董事会应为公司报告和风险管理以及与公司的审计师保持适当关系建 立正式和 透明的安排，以及
Corporate accountability refers to whether an organisation (and its directors) is answerable in some way for the consequences of their actions. Directors being answerable to shareholders have always been an important part of company law, well before the development of the corporate governance codes. For examples companies in many regimes have been required to provide financial information to shareholders on an annual basis and hold annual general meetings. However, particularly because of the corporate governance scandals of the last 30 years, investors have demanded greater assurance that directors are acting in their interests. This has led to the development of corporate governance codes. 公司责任是指组织（及其董事）是否在某种程度上对其行为的后果负 责。 董事对股东负责一直是公司法的重要组成部分，在公司治理规范制定 之前。例如，许多制度中的公司被要求每年向股东提供财务信息，并每年 举行股东大会。然而，特别是由于过去 30 年的公司治理丑闻，投资者要求 更保证董事们的利益。这导致了公司治理守则的发展。
Independence 独立
Independence is the avoidance of being unduly influenced by vestes interests and being free from any constraints that would prevent a correct course of action being taken. It is an ability to stand apart from inappropriate influences and be free of managerial capture, to be able to make the correct and uncontaminated decision on a given issue. Independence is a quality that can be possessed by individuals and is an essential component of professionalism and professional behavior. An important distinction generally with independence is independence of mind and independence of appearance. Independence of mind means providing an opinion without being affected by influences compromising judgement Independence of appearance means avoiding situations where an informed third party could reasonably conclude that an individual’s judgement would have been compromised 独立是避免受到利益过度影响，不受任何阻碍采取正确行动的限制。 它是一种能够摆脱不当影响和不受管理捕获的能力，能够就给定问题做出 正确和不受污染的决定。 独立是个人可以具备的品质，是专业精神和职业行为的重要组成部分。 与独立性的一个重要区别是思想独立和外表独立。 思想的独立性意味着在不受影响影响判断的情况下提供意见 外观独立性意味着避免知情的第三方可以合理地断定个人的判断会受 到损害的情况
Integrity 诚信
Integrity means straightforward dealing and completeness. What is required of financial reporting is that it should be honest and that it should present a balanced picture of the state of the company’s affairs. The integrity of reports depends on the integrity of those who prepare and present them. Integrity means that holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might influence them in the performance of their official duties. Integrity can be taken as meaning someone of high moral character , who sticks to strict moral or ethical principles no matter the pressure to do otherwise. In working life this means adhering to the highest standards of professionalism and probity. Straightforwardness, fair dealing and honesty in relationships with the different people and constituencies whom you meet are particularly important. Trust is vital in relationships and belief in the integrity of those with whom you are dealing underpins this. 诚信意味着直接的交易和完整性。财务报告的要求是，财务报告应当 诚实，并且应该平衡地介绍公司的情况。报告的完整性取决于编写和提交 报告的人的完整性。 诚信意味着，公职人员不应将自己放在可能影响其履行公务的境外个 人或组织的任何财务或其他义务中。 正直可以被视为一个品德高尚的人，无论压力如何，他都坚持严格的 道德或伦理原则。在工作生活中，这意味着坚持最高的专业和正直标准。 在与您遇到的不同的人和选民的关系上，直截了当、公平交易和诚实尤为 重要。信任对于关系和信任至关重要，你与之打交道的人的完整性是支撑 这一点的基础。
Reputation 声誉
Reputation is determined by how others view a person, organisation or profession. Reputation includes a reputation for competence, supplying good quality goods and services in a timely fashion, and also being managed in an orderly way. However a poor ethical reputation can be as serious for an organisation as a poor reputation for competence. 声誉取决于他人如何看待一个人、组织或职业。声誉包括能力声誉， 及时提供优质产品和服务，以及有条不紊地进行管理。然而，对于一个组 织来说，道德声誉不佳和能力差的声誉一样严重。
Responsibility 责任
The Board of Directors are given authority to act on behalf of the company. They should therefore accept full responsibility for the powers that it is given and the authority that it exercises. The Board of Directors are responsible for overseeing the management of the business, affairs of the company, appointing the chief executive and monitoring the performance of the company. In doing so, it is required to act in the best interests of the company. Accountability goes hand in hand with responsibility. The Board of Directors should be made accountable to the shareholders for the way in which the company has carried out its responsibilities. 董事会有权代表公司行事。因此，它们应当对赋予它的权力和行使的权力承 担全部责任。董事会负责监督公司的业务、事务管理、首席执行官的任命以 及公司业绩的监控。这样做时，必须以公司的最佳利益行事。 问责制与责任是齐头并进的。董事会应就公司履行职责的方式向股东负责。 Responsibility means management accepting the credit or blame for governance decisions. It implies clear definition of the rules and responsibilities of the roles of senior management.
Transparency 透明度
A principle of good governance is that stakeholders should be informed about the company’s activities, what it plans to do in the future and any risks involved in its business strategies. Transparency means openness, a willingness by the company to provide clear information to shareholders and other stakeholders. For example, transparency refers to the openness and willingness to disclose financial performance figures which are truthful and accurate. Disclosure of material matters concerning the organisation’s performance and activities should be timely and accurate to ensure that all investors have access to clear, factual information which accurately reflects the financial, social and environmental position of the organisation. Organisations should clarify and make publicly known the roles and responsibilities of the board and management to provide shareholders with a level of accountability. Transparency ensures that stakeholders can have confidence in the decision- making and management processes of a company. 良好治理的一个原则是，应向利益相关者了解公司的活动、公司未来 计划做什么以及业务战略所涉及的任何风险。 透明度意味着公开，公司愿意向股东和其他利益相关者提供明确的信 息。例如，透明度是指公开和愿意披露真实和准确的财务业绩数字。 披露与组织绩效和活动有关重大事项时，应及时准确，以确保所有投 资者都能够获得准确反映组织财务、社会和环境状况的清晰、真实信息。 组织应澄清并公开董事会和管理层的角色和责任，为股东提供一级责任。 透明度确保利益相关者能够对公司的决策和管理流程充满信心。 Transparency means open and clear disclosure of relevant information to shareholders and other stakeholders, also not concealing information when it may affect decisions. It means open discussions and a default position of information provision rather than concealment.
