Learning Objectives

By the end of this lesson, learners should be able to:

• Define the concept of corporate governance evolution.

• Explain the historical development of corporate governance.

• Identify major factors that influenced the development of modern governance systems.

• Explain the development of corporate governance in major international jurisdictions.

• Compare different approaches to corporate governance across countries.

• Examine the influence of corporate scandals on governance reforms.

• Explain the role of international governance principles and institutions.

• Analyze the relevance of international governance practices to organizations in developing economies.

• Evaluate emerging trends shaping the future of corporate governance.

1. Introduction to the Evolution of Corporate Governance

Corporate governance has not always existed in its modern form.

As organizations became larger and ownership became increasingly separated from management, the need for formal systems of oversight, accountability and control became more important.

The development of corporate governance has been influenced by:

• Growth of corporations.

• Separation of ownership and management.

• Expansion of capital markets.

• Corporate failures and scandals.

• Development of company and securities laws.

• Increasing investor expectations.

• Globalization.

• Technological development.

• International financial institutions.

• Sustainability concerns.

• Increasing stakeholder expectations.

Modern corporate governance is therefore the result of a long process of institutional, legal, economic and social development.

2. Early Foundations of Corporate Governance

The foundations of corporate governance can be traced to the development of corporations and systems of delegated authority.

Historically, organizations were often smaller and owners could directly supervise their activities.

As businesses expanded, this became increasingly difficult.

Owners began delegating responsibilities to managers and other representatives.

This created a fundamental governance question:

How can owners ensure that people entrusted with organizational authority act responsibly?

This question remains central to corporate governance today.

3. The Rise of the Modern Corporation

The development of the modern corporation significantly changed governance.

Large corporations required:

• Significant amounts of capital.

• Numerous investors.

• Professional managers.

• Formal organizational structures.

• Boards of directors.

• Financial reporting systems.

• Legal frameworks.

Ownership could become widely distributed among shareholders.

At the same time, control of daily operations increasingly moved to professional executives.

This separation created what is commonly known as the separation of ownership and control.

4. Separation of Ownership and Management

One of the most important developments in corporate governance was the separation between those who own an organization and those who manage it.

For example:

Shareholders → Board of Directors → Chief Executive Officer → Management → Employees

Shareholders may own the company, but they normally do not manage its daily operations.

The board provides governance and oversight, while executives generally manage organizational activities.

This arrangement creates potential conflicts because managers may possess more information about the organization than shareholders.

This information difference is known as information asymmetry.

5. The Development of Agency Theory

The growth of large corporations contributed to the development of agency theory.

Agency theory examines relationships in which one party delegates authority to another.

In corporate governance:

Principal → Shareholder

Agent → Manager

The principal expects the agent to act in accordance with agreed objectives.

However, the agent may have different interests.

For example, executives may pursue:

• Personal financial benefits.

• Career advancement.

• Organizational expansion.

• Personal reputation.

• Short-term performance targets.

Governance mechanisms developed partly to reduce these potential conflicts.

6. The Development of Boards of Directors

Boards became increasingly important as corporations became larger and more complex.

The board serves as an intermediary between ownership and management.

Its responsibilities may include:

• Providing strategic oversight.

• Appointing and evaluating senior executives.

• Monitoring organizational performance.

• Overseeing risk.

• Reviewing financial information.

• Protecting organizational interests.

• Ensuring accountability.

The board therefore became a central institution in modern corporate governance.

7. Early Corporate Governance Mechanisms

As corporations developed, various mechanisms were introduced to improve accountability.

These included:

• Shareholder meetings.

• Financial reporting.

• External auditing.

• Board oversight.

• Legal requirements.

• Disclosure obligations.

• Internal controls.

• Corporate policies.

The purpose of these mechanisms was to reduce the possibility of abuse of organizational authority and improve confidence among investors and other stakeholders.

8. The Influence of Capital Markets

The growth of capital markets accelerated the development of corporate governance.

Investors needed reliable information before committing capital.

They therefore became increasingly concerned with:

• Financial reporting.

• Management performance.

• Executive compensation.

• Risk.

• Board independence.

• Shareholder rights.

• Corporate transparency.

Good governance became increasingly connected with investor confidence and access to capital.

9. Corporate Scandals and Governance Reform

Corporate scandals have played a major role in the evolution of governance.

Major corporate failures demonstrated that organizations could have:

• Large boards.

• External auditors.

• Financial reporting systems.

• Governance policies.

and still experience serious governance failures.

Scandals therefore resulted in demands for stronger:

• Board oversight.

• Financial controls.

• Auditor independence.

• Executive accountability.

• Disclosure.

• Risk management.

Corporate governance has consequently evolved partly through lessons learned from organizational failures.

10. The Cadbury Report and the United Kingdom

One of the most influential developments in modern corporate governance was the publication of the Cadbury Report in the United Kingdom in 1992.

The report responded to concerns about:

• Weak board oversight.

• Concentration of executive power.

• Financial reporting.

• Auditor independence.

• Board accountability.

It emphasized the importance of:

• Board effectiveness.

• Separation of responsibilities.

• Independent non-executive directors.

• Audit committees.

• Accountability.

The Cadbury approach became highly influential internationally.

11. The United States and Corporate Governance

The United States developed a corporate governance system strongly influenced by:

• Capital markets.

• Shareholder ownership.

• Securities regulation.

• Federal and state corporate law.

• Stock exchange requirements.

• Institutional investors.

American governance has historically placed significant emphasis on shareholder interests and financial performance.

However, the system has also evolved substantially in response to major corporate scandals.

12. The Enron Scandal and Governance Reform

The collapse of Enron in 2001 became a major turning point in corporate governance.

The failure raised serious concerns about:

• Financial reporting.

• Executive accountability.

• Board oversight.

• Auditor independence.

• Conflicts of interest.

• Corporate transparency.

The scandal demonstrated how weaknesses across several governance mechanisms could combine to produce organizational failure.

It also contributed to major reforms in the United States.

13. The Sarbanes-Oxley Act

The Sarbanes-Oxley Act of 2002 was introduced in the United States following major corporate scandals.

It strengthened requirements relating to:

• Financial reporting.

• Internal controls.

• Corporate accountability.

• Audit committees.

• Auditor responsibilities.

• Executive certification of financial reports.

The legislation demonstrated how corporate failures can lead to significant changes in governance requirements.

14. The WorldCom Scandal

WorldCom was another major American corporate failure.

The organization became associated with accounting manipulation and misleading financial reporting.

The case highlighted weaknesses involving:

• Financial controls.

• Executive oversight.

• Internal audit.

• Board monitoring.

• Financial reporting.

The broader lesson was that governance must ensure that financial information presented to stakeholders is reliable and subject to appropriate challenge.

15. Corporate Governance in Europe

European corporate governance systems have developed differently from the American model.

Many European countries historically had:

• More concentrated ownership.

• Significant family ownership.

• Banks with substantial corporate influence.

• Large institutional shareholders.

• Different board structures.

Some countries developed two-tier board systems, while others primarily use one-tier boards.

These differences demonstrate that corporate governance does not operate according to a single universal institutional model.

16. One-Tier Board System

Under a one-tier system, directors generally operate within a single board.

The board may contain:

• Executive directors.

• Non-executive directors.

• Independent directors.

The board collectively carries responsibility for governance and oversight.

The United Kingdom and many other jurisdictions generally use variations of the one-tier model.

17. Two-Tier Board System

A two-tier system separates governance responsibilities between two boards.

Typically:

Supervisory Board

↓

Management Board

The management board conducts executive activities.

The supervisory board oversees the management board.

Germany is a prominent example of a jurisdiction associated with a two-tier governance structure.

This structure creates a clearer formal separation between management and supervision.

18. The German Governance Model

The German corporate governance system has traditionally emphasized:

• Stakeholder participation.

• Employee representation.

• Concentrated ownership.

• Supervisory boards.

• Long-term organizational relationships.

A notable feature is co-determination, under which employees may have representation on supervisory boards in certain companies.

This illustrates an important point:

Corporate governance reflects the legal, economic and social environment of a country.

19. Corporate Governance in Japan

Japanese corporate governance has historically been influenced by:

• Long-term business relationships.

• Main-bank relationships.

• Cross-shareholding.

• Corporate groups.

• Long-term employment practices.

Japanese governance has traditionally placed greater emphasis on organizational stability and long-term relationships than some Anglo-American governance systems.

However, Japanese governance has evolved considerably as global investors and international capital markets have become more influential.

20. The Anglo-American Governance Model

The Anglo-American model is commonly associated with jurisdictions such as:

• United States.

• United Kingdom.

• Canada.

• Australia.

It generally emphasizes:

• Shareholder rights.

• Capital-market discipline.

• Board oversight.

• Disclosure.

• Independent directors.

• Executive accountability.

However, these countries do not have identical governance systems.

Each operates within its own legal and institutional environment.

21. The Stakeholder-Oriented Governance Model

Some governance systems place greater emphasis on stakeholder interests.

Stakeholders may include:

• Employees.

• Customers.

• Suppliers.

• Creditors.

• Communities.

• Government.

• Shareholders.

Under a stakeholder-oriented approach, organizational decisions may consider the interests of multiple groups rather than focusing exclusively on shareholders.

This approach has become increasingly important because organizations operate within complex social and environmental environments.

22. Shareholder Versus Stakeholder Governance

The distinction can be summarized as follows:

Shareholder-Oriented Approach	Stakeholder-Oriented Approach
Focuses strongly on shareholder value	Considers multiple stakeholder interests
Emphasizes investor rights	Emphasizes broader organizational responsibility
Strong capital-market influence	Strong social and institutional considerations
Financial performance is highly significant	Financial and non-financial outcomes are considered
Commonly associated with Anglo-American systems	More prominent in several continental European approaches

Modern governance increasingly recognizes that long-term shareholder value may depend on effective stakeholder relationships.

23. The Development of International Governance Principles

As businesses became increasingly global, there was a growing need for internationally recognized governance principles.

Organizations began operating across:

• Multiple countries.

• Different legal systems.

• Different regulatory environments.

• International capital markets.

Investors therefore needed governance information that could be understood across jurisdictions.

International organizations began developing governance principles and frameworks.

24. The OECD Principles of Corporate Governance

The OECD Principles of Corporate Governance have become one of the most influential international governance references.

The principles address areas including:

• Effective corporate governance frameworks.

• Shareholder rights.

• Institutional investors.

• Disclosure and transparency.

• Board responsibilities.

• Sustainability and resilience.

The principles are intended as an international reference rather than a single universal corporate law.

Countries can adapt governance principles to their own legal and institutional environments.

25. The G20/OECD Principles

The G20/OECD Principles of Corporate Governance provide an important international framework for modern governance.

The principles recognize the importance of:

• Effective governance frameworks.

• Investor rights.

• Institutional investors.

• Disclosure.

• Board responsibilities.

• Sustainability and resilience.

They are particularly important because they provide a common reference point for policymakers, regulators, companies and investors.

26. The Role of the World Bank

The World Bank has contributed significantly to corporate governance development, particularly in emerging and developing economies.

Its governance work emphasizes areas such as:

• Institutional development.

• Investor protection.

• Transparency.

• Accountability.

• Legal frameworks.

• Financial-sector development.

Good corporate governance can contribute to stronger investment environments and institutional confidence.

27. The Role of the International Finance Corporation

The International Finance Corporation (IFC) has developed extensive corporate governance guidance.

Its work is particularly relevant to companies in emerging markets.

The IFC promotes governance practices that can strengthen:

• Board effectiveness.

• Risk management.

• Internal controls.

• Transparency.

• Leadership.

• Stakeholder relationships.

• Long-term performance.

28. Corporate Governance in Africa

Corporate governance in Africa has developed within diverse economic, legal and institutional environments.

African governance systems have been influenced by:

• Colonial legal traditions.

• Local company laws.

• Capital-market development.

• Government ownership.

• Family businesses.

• State-owned enterprises.

• International investment.

• Regional integration.

• International governance standards.

African countries have increasingly strengthened governance frameworks in response to economic development and investor expectations.

29. Corporate Governance in Kenya

Kenya has developed a significant corporate governance framework involving:

• Company law.

• Capital-market regulation.

• Listing requirements.

• Board responsibilities.

• Financial reporting.

• Audit requirements.

• Corporate disclosure.

• Governance codes and guidelines.

The Capital Markets Authority (CMA) plays an important role in the governance of companies operating within Kenya’s capital markets.

The Companies Act, 2015 also provides an important legal framework for companies in Kenya.

Kenyan governance has increasingly emphasized:

• Board effectiveness.

• Accountability.

• Transparency.

• Risk management.

• Ethical leadership.

• Stakeholder interests.

30. Governance and Globalization

Globalization has significantly influenced corporate governance.

Companies may now:

• Raise capital internationally.

• Operate subsidiaries across countries.

• Employ international workforces.

• Serve global customers.

• Enter international partnerships.

• Face multiple regulators.

This creates a need for governance systems capable of managing different legal, cultural and economic environments.

Global investors may also expect governance standards comparable to international practices.

31. International Investors and Governance

Institutional investors have become increasingly influential in corporate governance.

Examples include:

• Pension funds.

• Insurance companies.

• Mutual funds.

• Sovereign wealth funds.

• Investment companies.

Large institutional investors may influence companies through:

• Voting.

• Engagement with boards.

• Governance expectations.

• Shareholder resolutions.

• Investment decisions.

Poor governance may therefore affect an organization’s ability to attract and retain investment.

32. The Rise of Board Independence

Board independence became increasingly important as governance systems developed.

Independent directors can provide:

• Objective judgment.

• Constructive challenge.

• Independent oversight.

• Conflict management.

• Protection of shareholder interests.

The concept became particularly important following corporate scandals where boards were criticized for failing to challenge powerful executives.

33. The Evolution of Executive Remuneration Governance

Executive remuneration has also become a major governance issue.

Historically, executive pay was often determined with limited scrutiny.

Modern governance increasingly asks:

• Is executive pay aligned with performance?

• Does remuneration encourage excessive risk?

• Are incentives focused on short-term or long-term outcomes?

• Is remuneration transparent?

• Are shareholders appropriately informed?

The objective is to ensure that executive incentives support sustainable organizational performance.

34. The Evolution of Risk Governance

Traditional governance often focused heavily on financial reporting.

Modern governance has expanded to include broader risks such as:

• Cybersecurity.

• Data protection.

• Climate-related risks.

• Supply-chain disruption.

• Geopolitical risks.

• Reputation.

• Regulatory change.

• Technology disruption.

Boards are therefore increasingly expected to understand the organization’s overall risk environment.

35. The Global Financial Crisis and Governance

The 2008 global financial crisis significantly influenced thinking about corporate governance.

The crisis exposed weaknesses involving:

• Risk management.

• Executive incentives.

• Board oversight.

• Financial institutions.

• Complex financial products.

• Regulatory supervision.

The crisis demonstrated that organizations could appear financially successful while accumulating significant hidden risks.

Governance consequently became increasingly focused on risk appetite, risk culture and long-term resilience.

36. Sustainability and the Evolution of Governance

Corporate governance has increasingly expanded beyond traditional financial concerns.

Organizations are now expected to consider issues such as:

• Environmental impact.

• Social responsibility.

• Employee welfare.

• Human rights.

• Climate risks.

• Community relationships.

• Long-term sustainability.

This development has contributed to the growing importance of ESG — Environmental, Social and Governance considerations.

37. The Evolution of Stakeholder Governance

Modern corporate governance increasingly recognizes that organizations depend on relationships with multiple stakeholders.

For example:

Employees → Productivity

Customers → Revenue

Suppliers → Operational continuity

Regulators → Legal legitimacy

Communities → Social acceptance

Investors → Capital

Effective governance therefore requires organizations to manage these relationships responsibly.

38. Digital Transformation and Corporate Governance

Technology has introduced new governance challenges.

Boards increasingly need to understand:

• Cybersecurity.

• Artificial intelligence.

• Data governance.

• Digital transformation.

• Privacy.

• Technology risks.

• Digital fraud.

Technology also creates opportunities for better governance through:

• Real-time reporting.

• Data analytics.

• Digital board platforms.

• Automated controls.

• Improved monitoring.

Boards therefore need sufficient technological understanding to provide effective oversight.

39. The Evolution of Corporate Governance: A Simplified Timeline

Early corporate development

→ Owners exercised significant direct control.

Growth of corporations

→ Professional managers became increasingly important.

Separation of ownership and control

→ Agency problems became more significant.

Development of capital markets

→ Investors demanded stronger disclosure and accountability.

Corporate scandals

→ Governance reforms increased.

1990s governance reforms

→ Board independence, audit committees and accountability gained prominence.

2000s corporate scandals

→ Financial controls and executive accountability strengthened.

2008 financial crisis

→ Risk governance became increasingly important.

2010s–2020s

→ Stakeholder governance, sustainability and ESG became more prominent.

Current environment

→ Digital transformation, cybersecurity, artificial intelligence and long-term resilience are increasingly important governance issues.

40. Convergence of Corporate Governance Systems

Although countries have historically developed different governance models, globalization has encouraged some degree of convergence.

Governance systems increasingly share principles such as:

• Transparency.

• Accountability.

• Board oversight.

• Independent judgment.

• Risk management.

• Shareholder protection.

• Ethical conduct.

• Disclosure.

However, complete convergence has not occurred.

Legal systems, ownership structures, cultures and economic institutions continue to influence governance practices.

41. Why Governance Models Differ Across Countries

Corporate governance differs internationally because countries have different:

Legal Systems

Company law and investor protection vary.

Ownership Structures

Some countries have dispersed ownership while others have concentrated ownership.

Capital Markets

The strength and structure of financial markets differ.

Culture

Social expectations regarding authority, accountability and stakeholder relationships differ.

Institutions

Regulators, courts and professional institutions have different levels of capacity.

Economic Structures

State-owned enterprises, family businesses and multinational corporations may have different governance requirements.

42. Comparative Governance Perspective

A board operating internationally should not assume that a governance practice successful in one country will automatically work in another.

For example:

United States

Strong capital-market and shareholder influence.

United Kingdom

Strong emphasis on board principles, transparency and governance codes.

Germany

Two-tier board structure and stakeholder participation.

Japan

Historically stronger emphasis on long-term corporate relationships.

Kenya

Governance shaped by company law, capital-market regulation, local institutions and international governance standards.

These differences demonstrate the importance of understanding governance within its institutional context.

43. Corporate Governance Codes

Many countries have developed corporate governance codes.

These codes may provide guidance concerning:

• Board composition.

• Board responsibilities.

• Independence.

• Committees.

• Risk.

• Audit.

• Remuneration.

• Disclosure.

• Stakeholder engagement.

Some governance codes operate on a comply-or-explain basis.

Under this approach, organizations are expected either to follow recommended governance practices or explain why they have adopted a different approach.

44. The Importance of “Comply or Explain”

The comply-or-explain approach recognizes that organizations may have legitimate reasons for adopting different governance arrangements.

For example, a smaller organization may not require exactly the same governance structure as a large multinational corporation.

The approach therefore attempts to balance:

Governance Standards + Organizational Flexibility

However, explanations should be meaningful rather than simply being used to avoid accountability.

45. Lessons from International Governance Failures

International corporate failures provide several important lessons.

Lesson 1: Formal structures are not enough

A board may exist but still fail to provide effective oversight.

Lesson 2: Culture matters

Unethical organizational cultures can undermine formal governance systems.

Lesson 3: Incentives matter

Poorly designed incentives can encourage excessive risk-taking.

Lesson 4: Information matters

Boards require accurate and timely information.

Lesson 5: Independence matters

Directors must be willing and able to challenge management.

Lesson 6: Risk must be understood

Financial performance alone does not provide a complete picture of organizational health.

Lesson 7: Governance must evolve

New risks require organizations to continuously adapt governance systems.

46. International Governance and Developing Economies

Developing economies face particular governance challenges.

These may include:

• Limited institutional capacity.

• Weak enforcement.

• Concentrated ownership.

• Political influence.

• Informal business practices.

• Limited investor protection.

• Skills gaps.

• Limited access to governance expertise.

However, developing economies also have opportunities to strengthen governance through:

• Stronger legislation.

• Professional director development.

• Digital systems.

• Better disclosure.

• Stronger regulatory institutions.

• International cooperation.

• Improved board practices.

47. The Role of Directors in an International Environment

Directors increasingly need a global perspective.

They should understand:

• International regulatory developments.

• Global economic conditions.

• Cross-border risks.

• International stakeholder expectations.

• Global governance standards.

• Technology developments.

• Sustainability trends.

A board that focuses only on domestic conditions may fail to recognize external threats and opportunities.

48. Emerging Trends in Corporate Governance

Modern corporate governance is increasingly influenced by:

• Artificial intelligence.

• Cybersecurity.

• ESG.

• Climate-related risks.

• Data governance.

• Digital transformation.

• Stakeholder capitalism.

• Supply-chain resilience.

• Geopolitical uncertainty.

• Organizational culture.

• Human capital management.

These issues demonstrate that corporate governance continues to evolve.

49. The Future of Corporate Governance

Future governance systems are likely to become:

More Technology-Enabled

Boards will increasingly use data and digital tools to monitor organizational performance.

More Risk-Focused

Emerging risks will require stronger board-level oversight.

More Stakeholder-Oriented

Organizations will face greater expectations to consider broader impacts.

More Sustainability-Focused

Long-term environmental and social considerations will become increasingly relevant.

More Globally Connected

International governance standards and investor expectations will continue influencing local practices.

More Adaptable

Boards will need to respond to rapid changes in technology, markets and society.

50. Executive Governance Questions

A board or senior executive team can examine the evolution of its governance system by asking:

• How has our governance structure changed over time?

• What major events have influenced our governance practices?

• Which international governance principles are relevant to our organization?

• How does our governance model compare with organizations in other countries?

• Is our board sufficiently independent?

• Are our governance practices appropriate for our ownership structure?

• How effectively do we manage emerging risks?

• Are executive incentives aligned with long-term performance?

• How well do we consider stakeholder interests?

• What governance practices should we strengthen for the future?

51. Executive Application Exercise

Comparative Corporate Governance Analysis

Select two organizations operating in different countries.

Analyze:

1. Governance Structure

How is the board structured?

2. Ownership

Is ownership dispersed or concentrated?

3. Board Independence

How is director independence established?

4. Stakeholder Role

Which stakeholder interests receive significant attention?

5. Regulatory Environment

What laws and governance codes influence the organization?

6. Risk Oversight

How does the board oversee major risks?

7. Executive Accountability

How are senior executives evaluated?

8. Transparency

What information is disclosed to investors and other stakeholders?

9. International Influence

Which international governance standards appear relevant?

10. Overall Assessment

Identify three major similarities and three major differences between the governance systems.

Then recommend three governance practices that each organization could learn from the other.

52. Best Practices in International Corporate Governance

Organizations operating in an international environment should:

• Understand the legal requirements of every jurisdiction in which they operate.

• Benchmark governance practices against internationally recognized standards.

• Maintain appropriate board independence.

• Ensure directors understand international risks.

• Strengthen transparency and disclosure.

• Establish effective internal controls.

• Monitor conflicts of interest.

• Align executive incentives with long-term performance.

• Integrate risk management into board oversight.

• Consider legitimate stakeholder interests.

• Monitor international regulatory developments.

• Strengthen cybersecurity and data governance.

• Integrate sustainability considerations into strategic oversight.

• Regularly evaluate board effectiveness.

• Continuously adapt governance systems to changing conditions.

Lesson Summary

Corporate governance has evolved alongside the development of modern corporations, capital markets and professional management.

The separation of ownership and management created the need for stronger systems of accountability and oversight.

Major corporate scandals, financial crises and regulatory developments have further shaped modern governance.

Different countries have developed different governance models because of differences in:

• Legal systems.

• Ownership structures.

• Capital markets.

• Culture.

• Institutions.

• Economic structures.

The Anglo-American model generally places strong emphasis on shareholders, capital markets and independent board oversight.

The German model provides a prominent example of a two-tier board structure and stronger stakeholder participation.

Japan has historically emphasized long-term corporate relationships, although its governance system has evolved significantly.

International organizations such as the OECD, World Bank and IFC have contributed to the development and dissemination of governance principles.

Modern corporate governance increasingly addresses:

• Risk.

• Sustainability.

• Stakeholder relationships.

• Organizational culture.

• Cybersecurity.

• Technology.

• Artificial intelligence.

• Data governance.

• Long-term resilience.

The central lesson is that corporate governance is not static.

Effective governance must evolve as organizations, markets, technologies, regulations and stakeholder expectations change.

Boards therefore need to understand both their domestic governance environment and the broader international developments that may affect their organizations.

References

• G20/OECD Principles of Corporate Governance 2023 — OECD

• Cadbury Committee. Report of the Committee on the Financial Aspects of Corporate Governance, 1992.

• Sarbanes-Oxley Act, 2002 — United States.

• International Finance Corporation (IFC) — Corporate Governance Methodology.

• Corporate Governance — World Bank

• Financial Reporting Council — UK Corporate Governance Code.

• Companies Act, 2015 — Kenya.

• Capital Markets Authority Kenya — Corporate Governance Guidelines.