問14
頻出度★★☆
経営者又は取締役会による企業の経営を, 株主などの利害関係者が監督・監視する仕組みはどれか。
平成24年度 春期 ITパスポート試験 問14
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 14
Incorrectア
TOB (takeover bid) is a method in which, for a purpose such as an acquisition, the buyer announces the purchase price, the period, and the number of shares in advance and buys up shares from an unspecified large number of shareholders without going through a stock exchange. It is one means of M&A, not a mechanism for continuously supervising and monitoring management. It is an act that changes the shareholder composition, so it does not qualify as the “mechanism for supervising and monitoring” that the question asks about.
- イ
正解 The correct answer is “イ Corporate governance”. Corporate governance is a mechanism that disciplines for whom and how a company should be managed, and its core is the structure in which the side that executes management (the executives and the board of directors) is supervised and monitored by outside stakeholders. In a joint-stock company, the shareholders who provide the capital are the true owners, while the actual management is entrusted to the executives (separation of ownership and management). If this situation is left unchecked, the executives may put their own interests ahead of the interests of the shareholders, or may run the company through misconduct or arbitrary decisions. Therefore, through mechanisms such as the general meeting of shareholders, the auditors (board of auditors), outside directors, the accounting auditor, and information disclosure, stakeholders including shareholders supervise and monitor management and secure the soundness and transparency of management. The statement in the question, “the mechanism by which stakeholders such as shareholders supervise and monitor a company's management conducted by its executives or board of directors”, corresponds exactly to this definition of corporate governance.
Incorrectウ
Compliance (observance of laws and regulations) means that a company and the people who make it up act in accordance with laws and regulations, internal company rules, corporate ethics, and social norms. It is a code of conduct that the supervised side (the company and its executives) must observe, not the mechanism itself by which stakeholders such as shareholders supervise and monitor the executives from the outside. It is positioned as one of the elements for achieving the sound management that corporate governance aims at.
Incorrectエ
Risk management is a series of management activities that identify the risks accompanying business activities, analyze and evaluate them, and then take measures such as avoidance, reduction, transfer, and acceptance in order to hold down losses. This is an internal activity that the executives carry out in order to manage their own company's operations, so both its actor and its purpose differ from the framework in the question, in which stakeholders such as shareholders supervise and monitor the executives.
ここがポイント
- Corporate governance = a mechanism premised on the separation of ownership and management, in which stakeholders such as shareholders supervise and monitor the management carried out by the executives and the board of directors and secure the soundness and transparency of management. The general meeting of shareholders, auditors, outside directors, and information disclosure are its concrete means.
- Sorting out easily confused management terms: compliance is “observance of laws by the side that is supervised”, risk management is “an internal activity for managing risks”, and TOB is “an M&A method for acquiring shares through a public tender offer”. When you are asked about a mechanism for supervising and monitoring, choose corporate governance.
用語