board-of-directors-old

Corporate governance

Why is corporate governance important?

13 Min Read | Megan Pantelides

Read the article

Business risks tend to grow faster than board agendas. From workforce evolution to ethical AI frameworks, cyber attacks, and higher board standards, boards today are accountable for managing complexity, making decisions under scrutiny, and preserving long-term value.

And yet, according to McKinsey’s 2025 Global GRC Benchmarking Survey, most organisations admit that their governance efforts fall short due to underinvestment in oversight and limited use of decision-enabling technology.

This gap matters. Weak governance undermines trust, invites regulatory and reputational risk, and makes it harder for organisations to adapt.

On the other hand, strong governance enables leaders to steer through uncertainty, earn stakeholder confidence, and deliver sustainable long-term value.

What is the role of corporate governance in modern organisations?

Corporate governance is defined as the system by which companies are directed and controlled. It originally emerged to protect business owners’ interests — protecting investors by giving shareholders a voice, holding boards and management to account, and keeping managers’ actions aligned with owners’ interests.

Although the concept of shareholder protection remains a core principle of corporate governance, our understanding of what corporate governance is and who it benefits has evolved considerably since the term first started gaining traction in the 1970s.

Today, corporate governance provides the foundation upon which every business activity is built. In many markets, it balances the needs of a much wider range of stakeholders – customers, employees, society as a whole, and the environment. And it plays a frontline role in determining how organisations, the economy, and society respond to a wide range of emerging challenges, from ESG to AI, cybersecurity, and corporate culture.

Corporate governance is therefore a vitally important tool for modern organisations. Rather than being a back-office function, it is a strategic enabler that drives performance, protects integrity, and helps organisations lead with purpose. It calls for joined-up thinking, sharp insight, strong alignment between the board and executive team, and tools that help leaders cut through complexity rather than add to it.

As Catherine Sukmonowski, company secretary at Deliveroo, says: “Governance is not just about 'bolting on' a few processes. To be effective, it should be 'built-in' as an integral and sustainable part of the business.”

What are the key principles that underpin good governance?

Good governance may be practiced in different ways across different organisations, sectors, and geographies, but the core principles remain the same. They are:

  1. Clarity of purpose and strategic vision
  2. Informed decision-making
  3. Accountability and transparency
  4. Curiosity, constructive challenge, and diversity of thought
  5. Continuous improvement
  6. Rule of law

When boards embed the core principles of corporate governance — and comply with both the letter and the spirit of the relevant codes and regulations — governance becomes a strategic advantage.

Here are the key principles that define why corporate governance is important to building a resilient, accountable, and future-ready organisation:

1. Clarity of purpose and strategic vision

Good governance begins with knowing why the organisation exists and what success looks like. Boards should define and regularly revisit their organisation’s purpose to make sure it is embedded throughout the organisation’s reporting, planning, and decision-making. Purpose provides the north star that aligns all governance activities.

Once the organisation’s purpose is clear, the board can support the development of a shared strategic vision that is championed by all members of the organisation. This requires a robust planning process, incorporating budgets, goal-setting exercises, strategic and operational planning, and reporting.

2. Informed decision-making

 To make sound decisions, boards need high-quality information. That’s why Board Intelligence developed the Question Driven Insight (QDI) Principle. This methodology was designed to help management engage with questions that prompt critical thinking, surface data that’s board-relevant and easily digestible, and deliver actionable insight and robust recommendations that enable sound judgement. Effective governance requires filtering the signal from the noise. 

3. Accountability and transparency

Accountability is not just about compliance; it's about ownership. This includes clear roles and responsibilities across the board, robust assessment and reporting of board performance, and the ability to explain decisions and outcomes to stakeholders transparently and confidently.

4. Curiosity, constructive challenge, and diversity of thought

Healthy boardrooms are built on critical thinking, respectful debate, and diverse perspectives. Board members must feel empowered to challenge assumptions, stress test proposals, and contribute their unique insights without fear of groupthink or deference to hierarchy.

It’s also vital that directors understand that this is an important part of their role — that curiosity and an appetite for questioning are expected of them. The absence of curiosity is often cited as contributing factor in corporate failures. For example, in its analysis of the UK Post Office scandal, the Institute of Directors reported that “numerous cohorts of directors failed to deliver adequate scrutiny of management and key business activities. There was a lack of professional curiosity and critical challenge.”

5. Continuous improvement

Strong governance isn’t static. The best boards reflect on their performance through regular evaluations, embrace feedback, and adapt their processes to meet evolving challenges.

This concept of continuous improvement doesn’t just apply to the collective — it applies to directors individually, too. High-performing boards know that individual directors are not “the finished article”. They regularly assess directors’ skills and knowledge to identify upskilling and recruitment needs. This ensures alignment between the board’s contribution and the organisation’s priorities and equips directors to tackle emerging risks and opportunities.

6. Rule of law

Compliance plays an important role in supporting effective governance. It calls for organisations to follow and apply fair legal standards that are consistently enforced. With increasing demands around certain aspects of regulation, such as environmental and social responsibilities, engaging independent experts can help your organisation uphold ethical, transparent, and responsible practices.

How can boards and executive teams achieve strategic alignment?

Misalignment can erode value quickly, which is why corporate governance is important in practice.

To achieve strategic focus and alignment, boards and executive teams must establish a clear, shared understanding of the organisation’s vision, mission, and strategic goals, without blurring the lines between governance and execution.

Then it comes down to three things: clear communication, trust and transparency, and measurement.

  • Communication: The board must articulate what success looks like, not in vague terms, but in measurable outcomes linked to purpose and long-term strategy. In turn, executive teams must translate this into operational plans, keeping the board informed with the right level of insight, not just information.
  • Trust and transparency: Alignment is easier when board members and executives work as partners, where oversight doesn’t feel like interference, and board and management reporting is designed to support candid, forward-looking discussions about the organisation’s performance and prospects. This requires mutual respect, shared accountability, and time invested in understanding each other’s roles.
  • Measurement: Regularly tracking progress against key performance indicators (KPIs) and adapting the strategy as needed are equally important for maintaining alignment. 

Board Intelligence advocates for tools and practices that support this relationship, such as well-structured board packs, focused meeting agendas, and performance and management reports that highlight what matters most. When the right conversations happen at the right time, boards and executives are better able to steer together and stay aligned.

How can you enhance transparency, accountability, and trust?

Transparency is a key factor in attracting capital and maintaining credibility. According to PwC’s Global Investor Survey, 71% of institutional investors say that companies with clear governance and sustainability disclosures are more appealing investment targets.

Investors are placing greater emphasis on transparency in governance than ever before. Shareholder proposals focused on corporate disclosures, especially around climate risk, board composition, and executive remuneration, have risen sharply.

BlackRock’s 2023 Investment Stewardship Report showed that the firm voted against more than 2,400 directors worldwide, citing concerns over poor governance and inadequate transparency. Shareholders are increasingly challenging structures that obscure accountability, such as dual class share systems, minimal reporting, and entrenched board practices that limit investor oversight.

So, how can boards enhance transparency, accountability, and trust? By being intentional about how they communicate, challenge, and lead.

High-quality reporting

Transparency begins with the quality of reporting — both internal and external.

High-quality internal reporting creates a solid foundation for impactful external reporting. Boards that demand clear, concise, and decision-ready information rather than dense, retrospective packs create an environment where issues are surfaced early and decisions are made with clarity. Board Intelligence champions this through the QDI Principle, which helps directors and management ask better questions and get to the heart of what matters.

External reporting builds on this – for example, through annual reports, regulatory filings, and investor updates. Done well, these documents offer more than just data points. They tell the story of how decisions are made and how value is created, sharing timely, relevant, and accessible updates that balance progress and challenges, focus on what matters, and distil complex topics in straightforward language. High-quality external reporting not only meets regulatory demands but also strengthens credibility, deepens relationships, and signals a genuine commitment to long-term value creation.

Pro tip: Learn more about the five most common board pack challenges, and how to fix them.

Performance reviews

Accountability is strengthened when directors don’t just monitor performance but also reflect on their own impact. Regular board evaluations, both internal and external, are opportunities to learn, adapt, and raise the bar. In many countries, companies are required to disclose certain details about their board evaluations.

Pro tip: Read our research into FTSE 100 board review disclosures for insights into board evaluation trends.

Board reviews that unlock value creation

Facilitated evaluations that harness data and expert insight to enhance board conversations and performance.

Get a board effectiveness review

Consistency and openness

Finally, trust is earned through consistency and openness. When boards are visible stewards of purpose, show integrity in decision-making, and balance challenge with support, they earn the confidence of stakeholders inside and outside the organisation. Tools like secure board portals and frameworks that encourage better conversations, better questions, and better decisions are key to making this a reality.

How can better governance reduce risk and improve compliance?

According to McKinsey's 2025 GRC survey, excellent governance, risk, and compliance functions are common aspirations, but corporate leaders see a need for improvement across numerous aspects of all three GRC pillars. Some of the reasons for GRC shortfalls are limited technology enablement, insufficient resourcing of oversight capabilities, and the challenges of a shifting regulatory landscape.

Better governance equips organisations to anticipate risk rather than react to it. When boards have structured oversight, access to timely, decision-ready information, and clear accountability lines, blind spots will shrink.

Technology plays a key role in digitising board processes, centralising information, and flagging emerging risks in real time. So too does resourcing; strong governance depends on capable committees, skilled risk functions, and clear ownership of compliance across the company.

Here are the key ways organisations can reduce risk and improve compliance:

  • Establish appropriate C-level representation with direct board access to create an adequate "voice of risk" at the executive level.
  • Stay ahead of evolving regulations through regular policy reviews.
  • Embrace activities such as horizon scanning, scenario-based analysis, and stress testing to support organisational processes.
  • Comprehensive coverage, including formal procedures, regular board assessments, and systematic documentation, to close governance gaps.
  • Tie compensation directly to risk-based approaches and compliance success to create stronger incentives for balanced risk/return behaviours and see that GRC considerations are prioritised.

Why is corporate governance important for long-term business sustainability?

Good corporate governance underpins long-term business sustainability by ensuring that the board performs its “steering” role effectively. This means looking beyond short-term results to shape strategy, allocate resources, and manage emerging risks in line with the organisation’s purpose and values.

The five pillars of board effectiveness — which, together, enable boards to perform this role — are:  

  1. Individuals: diverse, skilled directors who are led well by the chair.
  2. Infrastructure: robust policies and processes and efficient board operations.
  3. Information: timely and accurate sources of insight that support robust decision-making.
  4. Impact: the board’s ability to drive momentum and enable agility.
  5. Innovation: supporting an innovation culture.
BI_Blog_Board_eval_5Is

When these pillars are in place, the board can:

  • Add value in alignment with the organisation’s priorities and goals and use its time and skills productively.
  • Manage risk effectively, and anticipate and respond to systemic risks (climate, regulation, talent) before they materially impact the organisation.
  • Direct capital toward sustainable growth.
  • Safeguard the organisation’s license to operate by embedding an ethical culture and building stakeholder trust.
  • Attract investment.
  • Encourage experimentation and innovation that sustains the organisation’s competitive advantage.

Board Intelligence provides AI-powered tools and advisory services that help boards work at their best, including:

What is the connection between governance and ESG performance?

ESG integration means systematically and explicitly incorporating environmental, social, and governance (ESG) factors into every strategic, operational, and investment decision the company makes. The aim is to improve risk-adjusted returns and long-term value creation.

This is not a separate sustainability initiative; instead, it embeds ESG considerations into the normal workflows of finance, risk, compliance, supply chain, HR, and board oversight.

Research shows that companies with strong ESG perform better, and investments in companies with good ESG performance have generally yielded higher returns than the average within their broader market.

It makes sense. When done right, ESG lowers the cost of capital, reduces downside risk, and opens new growth markets while keeping the company ahead of tightening disclosure rules. A key factor here is clear, consistent reporting on ESG metrics and practices.

How can technology and AI strengthen corporate governance?

The McKinsey 2025 study reveals a clear gap between intent and action regarding technology and AI in governance. While many organisations acknowledge the need to improve their IT and GRC systems, few have fully embraced the tools already available.

Our research into directors’ concerns about tech literacy in the boardroom shows that most are only using a small fraction of the capabilities offered by existing platforms. Our poll of nearly 300 directors showed that 83% think their board and management team aren’t set up to take advantage of the AI opportunity.

However, technology (and increasingly, AI) has become essential to strengthening governance in a complex and fast-moving environment. The opportunity is clear: digitise and automate routine controls and processes, and use data to support sharper, faster decision-making.

Based on McKinsey’s research as well as our AI deep-dive webinar, we see a world where AI will strengthen corporate governance in the following ways:

  1. AI-driven tools embedded in your board portal platform, such as Insight Driver, can support directors with board meeting preparation — flagging blind spots in analysis and recommendations and spotting gaps or bias.
  2. AI transforms how governance professionals serve the board with tools like Minute Writer and Agenda Planner.
  3. Smart AI-based tools can automate control testing, enhance policy compliance guidance, and provide more interactive training on risk.
  4. AI can be used to generate reports that are easier for directors to engage with and which enable more robust decisions.
  5. Board management software providers are embedding AI into trusted, configurable features designed for board and governance use cases.

Exciting as these features are, AI cannot yet be trusted to exercise the careful judgment expected of directors. But it can smooth some of the more burdensome aspects of the director’s role — tackling information overload, for example — and help directors bring their best game to board discussions.

As McKinsey states: “We are convinced that only a combination of human expertise and smart technologies in GRC will enable companies to tackle the increasingly demanding regulatory and risk environment.

Pro tip: Read the definitive guide to AI for the board pack for insights into how AI can improve board reporting.

How do you build a culture of ethical leadership and oversight?

It starts at the top. Boards and executive teams set the tone for what is acceptable through their decisions, the behaviours they reward, and the questions they ask. Ethical leadership is about policies as well as consistent, visible standards that shape how people act when no one is watching.

To assist your oversight of culture and conduct, employ tools like Board Intelligence’s Agenda Planner, which helps you analyse the topics your board is spending its time on and the stakeholders it’s talking about. AI-powered tools like Lucia and Insight Driver encourage impactful, forward-looking oversight that goes beyond compliance. Board evaluations can also help — with board survey tools providing high-quality data about board performance and conduct and facilitated reviews enabling growth-oriented deep-dives.

Clear accountability, strong conflict-of-interest protocols, and open channels for raising concerns are essential. So too is regular board-level scrutiny of culture and conduct, not as a box-ticking exercise but as a core part of organisational performance. A culture of integrity is not declared, it is demonstrated.

Conclusion: How can governance provide strategic advantage?

Robust governance lowers capital costs, improves operational and financial resilience, and helps attract talent and customers. It creates a self-reinforcing advantage that competitors without good governance will struggle to replicate.

Strategic corporate governance unlocks:

  • Better decisions: Diverse, engaged boards explore issues from more angles and are more likely to surface original ideas that challenge the status quo.
  • Stronger culture: A climate of challenge, trust, and open debate makes full use of directors’ expertise.
  • Sharper focus: Clear mandates keep the board aligned on what matters most.

When boards actively shape strategy, drive innovation, and promote organisational agility, they transform governance from a cost centre into a strategic asset — and create a source of enduring competitive advantage.

Start streamlining your board management processes today

With the “easiest to use board portal on the market”, powered by enterprise-grade security, first-rate support, and features that set your board and governance team up to succeed.

Book a demonstration

FAQs

  • What are the core principles of corporate governance?
  • How does corporate governance affect investor confidence?
  • Can poor governance lead to legal or reputational risk?

Can't find what you're looking for? Our friendly team are on hand to help.

Talk to our team