corporate governance is necessary to align and coordinate the interests of the upper management with those of the shareholders.  an important theme of governance is the nature and extent of corporate accountability. different models of corporate governance differ according to the variety of capitalism in which they are embedded. it is about commitment to values, about ethical business conduct and about making a distinction between personal & corporate funds in the management of a company. this constitution is identified by a variety of terms; in english-speaking jurisdictions, it is usually known as the corporate charter or the memorandum and articles of association. it established a series of requirements that affect corporate governance in the u.s. and influenced similar laws in many other countries.  in the 1980s, eugene fama and michael jensen established the principal–agent problem as a way of understanding corporate governance: the firm is seen as a series of contracts.
 key parties involved in corporate governance include stakeholders such as the board of directors, management and shareholders. these parties provide value to the corporation in the form of financial, physical, human and other forms of capital.  control and ownership structure refers to the types and composition of shareholders in a corporation. a consequence of this approach is that these investors have relatively little interest in the governance of a particular corporation. one area of concern is whether the auditing firm acts as both the independent auditor and management consultant to the firm they are auditing. however, in many u.s. corporations the ceo and chairman of the board roles are held by the same person. empirical evidence does not indicate one model is superior to the other in terms of performance.
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