問19
頻出度★★☆
コーポレートガバナンスを強化するための施策として, 最も適切なものはどれか。
平成27年度 秋期 ITパスポート試験 問19
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 19
Incorrectア
Having an executive officer who carries out operations audit the duties of directors — who are on the management side that also includes himself — is a self-audit in which the overseer and the overseen are in the same position, and it lacks independence and objectivity. It runs counter to the governance principle of separating oversight from execution, so it is inappropriate.
Incorrectイ
People affiliated with the parent company or business partners have conflicting interests with the company, so their independence is low; appointing such people to a majority of the outside director seats makes oversight biased toward insiders and keeps objective checks from working. It undermines the independence required of outside directors, so it does not strengthen governance.
- ウ
正解 Corporate governance is a mechanism that separates those who oversee management from those who execute operations, and it improves soundness by letting the oversight function work through an objective outside perspective. Outside directors with high independence have few conflicting interests with the parent company, business partners, or management, so they can objectively oversee and check the board's decision-making and business execution without deferring to management. Therefore choice “ウ” is the most appropriate measure.
Incorrectエ
If the board of directors carries out management oversight and business execution in a “unified” manner, the overseeing side and the executing side become one and the same, creating a structure where one oversees one's own execution. Mutual checks fail to work and governance is instead weakened, so it is inappropriate.
ここがポイント
- Corporate governance = a mechanism that monitors and checks management to ensure sound and transparent operations. The key point is the separation of “oversight (monitoring)” from “business execution”.
- The higher an outside director's “independence” (having no conflicting interests with the company, management, parent company, or business partners), the more they can exercise an objective oversight function, which is effective for strengthening governance.
用語