問10
頻出度★★☆
コーポレートガバナンスを説明したものとして，適切なものはどれか。
平成24年度 秋期 ITパスポート試験 問10
ストラテジ系法務 › その他の法律・ガイドライン・情報倫理
This question's explanation and your answers so far.
解説
問 10
Incorrectア
“The morals and value norms that a company should observe in conducting its business activities” describes business ethics, or the code of conduct that puts such ethics into writing. It is also a concept close to compliance, which makes people observe laws and internal company rules, and it refers to the standards that each individual employee must follow. It does not describe the structure that monitors and checks the executives themselves, so it is not an appropriate description of corporate governance.
Incorrectイ
“The values, ways of thinking and acting, beliefs, and so on shared by the members of a company” describes corporate culture (organizational culture). It is the unspoken climate that forms inside an organization over many years, and it is also called the company atmosphere. It does not refer to the systems and bodies used to govern management, so it is different from corporate governance.
- ウ
正解 The correct answer is ウ. Corporate governance means a mechanism for governing management so that management aligned with the company's objectives is carried out. In a joint-stock company, the shareholders who put up the capital are separated from the executives who actually run the company, so there is a risk that the executives may act against the interests of the shareholders and other stakeholders (customers, employees, business partners, local communities, and so on), or commit fraud, or go out of control. Corporate governance therefore puts in place bodies such as the shareholders meeting, the board of directors, outside directors, auditors (the board of auditors), and the accounting auditor, in order to monitor and check management and to ensure transparency of management and accountability. In other words, it is about the structure and mechanism of who checks the executives and secures sound management, and the statement in choice ウ corresponds exactly to that.
Incorrectエ
“The idea that a company, as a citizen making up society, should also bear its obligations” describes CSR (corporate social responsibility) or corporate citizenship. It expresses the idea that a company should fulfill responsibilities toward society, such as protecting the environment, contributing to the local community, and respecting human rights, rather than only pursuing profit. It is an idea about responsibility directed outside the company, not a mechanism that monitors and governs management from the inside, so it is incorrect.
ここがポイント
- Corporate governance = a mechanism that monitors and checks executives so that they carry out sound management in line with the company's objectives. Bodies such as the shareholders meeting, the board of directors, outside directors, and auditors ensure transparency of management and accountability.
- Sort out easily confused management terms by asking whether each one is a mechanism, a norm, a climate, or an idea: governance = the mechanism for governing; compliance / business ethics = the norms to be observed; corporate culture = the shared climate; CSR = the idea of responsibility toward society; internal control = the in-house mechanism for carrying out operations properly.
用語