問30
頻出度★★☆
コーポレートガバナンスの観点から, 経営の意思決定プロセスを監視・監督する機能を強化する方法として, 最も適切なものはどれか。
平成27年度 春期 ITパスポート試験 問30
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 30
Incorrectア
Using a camera to watch who enters and leaves the president's office is nothing more than a physical security measure for entry and exit control. Even if you know who went in and out of the room, you cannot supervise whether the decision-making process, that is, what judgments were made by the board of directors, was sound, so it does not strengthen governance.
Incorrectイ
Having a private detective investigate an executive's conduct targets the individual's private life and behavior; it is not an institutional mechanism for monitoring and supervising the company's decision-making process. It also risks invading privacy, so it cannot be called an appropriate method within a corporate governance framework.
- ウ
正解 Corporate governance is a mechanism for monitoring, supervising, and disciplining management so that the running of a company serves the interests of shareholders and other stakeholders. Management decisions are made by the board of directors, so the most direct and effective way to strengthen supervision of the decision-making process is to bring a perspective independent of the management team into the board itself, which is the decision-making body. Choice ウ, making some of the directors outside (external) directors, means adding to the board third parties who are independent of the company's internal chain of command and of its vested interests, so that objective checks and balances on management operate inside the board. Therefore the correct answer is ウ.
Incorrectエ
The internal audit department is an in-house organization placed under the direction of management, and it is part of internal control, checking whether operations are carried out properly according to the rules. Hiring people with a law degree only reinforces specialist knowledge; it does not create a function that supervises the decisions themselves from a position independent of management.
ここがポイント
- Corporate governance is a mechanism that monitors, supervises, and disciplines managers so that they act in line with the interests of shareholders and other stakeholders. Appointing outside directors is a typical means of having board decisions checked from a position independent of management.
- Note that internal control and security measures such as internal audit and entry/exit control are mechanisms for ensuring the propriety of operations under the direction of management; they sit at a different level from governance, which supervises the decisions of management itself from outside.
用語