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Essay / Internal and External Factors of Corporate Governance
If there are no appropriate internal controls, stakeholders related to the company are likely to undermine good governance as there no structure to prevent them or to punish those responsible for mistakes. According to Solomon (2007), internal control in corporate governance involves having an evaluation system that evaluates performance, a system for identifying and estimating risks, monitoring the management, control measures and segregation of duties (p. 161). Yet even if internal control promotes acceptable practices, it is still the responsibility of the person responsible to follow those practices. Responsible management theory supports this notion by asserting that managers have a moral and ethical obligation to act transparently and responsibly as stewards of the resources they manage (Fernando 2009, p. 49). This is reflected in the character of those elected to the board of directors. This may seem subtle, but board members control important decisions and may be susceptible to misuse. For example, when an individual's higher ownership level exceeds a certain threshold, it can lead to tunneling and inefficiency issues. It also reflects the shareholders who elect them, revealing the overall perspective, attitude and approach of all internal management.