Do We Achieve Good Corporate Governance by Improving Bad Governance?

Why do we have bad corporate governance? We have bad governance because the conventional methods we use allow us to have bad governance. We do not have one fundamentally correct way to organize and describe our enterprises that everyone accepts and follows. Instead, we have a myriad of different methods that are used for management and a myriad of different ways any enterprise can be presented.

Our conventional methods do nothing to protect the interest of investors. They don't even allow the best intentioned corporation to plan and manage the return on their own investments.

Basically, our corporations are forced to either spend or speculate with investment funds.

Accounts can be defined and redefined in different ways. Rules can be bent to fully disclose distorted information. It is very difficult to understand what is presented in statutory reports beyond taking what is shown at face value.

We know the book assets are not the true assets of the corporation. We spend enormous sums on the easy accounting and reporting from the point we receive money until the point we spend or invest the money. But, the important information for corporate governance must come from the dark side of accounting from the time we spend or invest money until the point we have created something of value to receive money.

Internal audit, generally, has settled into a mechanical routine of seeing that certain rules are being followed, without understanding anything of deeper significance. Recent cases have demonstrated the reliability of external auditors to ensure good corporate governance.

Now that the Enron trial is underway, more attention is focused on the need to close the barn door. Experts write and talk on television about the measures that are being taken to strengthen accounting and audit practices and solve the problem once and for all. Here we go again. Every time there is a disclosure of corporate malpractices, the experts strengthen the methods that produce the malpractices. And then, sure enough, we have bigger and stronger malpractices.

We can tweak the methods we use all we want. All we can do is address the symptoms of problems. We can never solve the problems.

Corporate governance is one of the issues we are discussing at the Business Change Forum, in order to define problems with conventional methods and to discover breakthroughs in the management of the enterprise.

What produces good corporate governance? Basically it is ensuring that the enterprise maintains a viable strategy to create substantiated future value and that the enterprise capital is developed and utilized over time to create the actual value.

So, what is the problem with conventional methods?

First, we have no way to understand and plan how we create strategic value. Secondly, we don