1、BS 13500:2013Code of practice for delivering effective governance of organizationsB A4 Governance A-W:rr 19/08/2013 16:41 Page 1Publishing and copyright informationThe BSI copyright notice displayed in this document indicates when the documentwas last issued. The British Standards Institution 2013Pu
2、blished by BSI Standards Limited 2013ISBN 978 0 580 71608 9ICS 03.100.01The following BSI references relate to the work on this document:Committee reference G/1Draft for comment 12/30228065 DCPublication historyFirst published August 2013Amendments issued since publicationDate Text affectedBS 13500:
3、2013 BRITISH STANDARDContentsForeword ii0 Introduction 11 Scope 52 Terms and definitions 53 Establishing an effective governance system 84 Principles that underpin an effective governance system 105 Implementing governance 12AnnexesAnnex A (informative) Governance policy development: Areas that typi
4、calgovernance policies might cover 24Annex B (informative) Examples of different stakeholder profiles for differentorganizations 25Annex C (informative) Examples of handling multiple roles 28Annex D (informative) Self-assessment checklist 30Annex E (informative) Map of BS 13500 against the UK Corpor
5、ate GovernanceCode 2012 2 31Bibliography 35List of figuresFigure 1 Integrated components of an effective governance system 10Figure 2 Implementing governance accountability 13Figure 3 Implementing governance direction 18Figure 4 Implementing governance control 22List of tablesTable 1 Structure of th
6、is standard 4Table D.1 Main steps in implementing a governance system and principles 30Table E.1 BS 13500 mapped against the UK Corporate Governance Code(UKCG) 2012 31Summary of pagesThis document comprises a front cover, an inside front cover, pages i to ii,pages 1 to 38, an inside back cover and a
7、 back cover.BRITISH STANDARD BS 13500:2013 The British Standards Institution 2013 iForewordPublishing informationThis British Standard is published by BSI Standards Limited, under licence fromThe British Standards Institution, and came into effect on 31 August 2013. It wasprepared by BSI Panel G/1/-
8、/1, Drafting BS on governance, under the authority ofTechnical Committee G/1, Governance. A list of organizations represented onthis committee can be obtained on request to its secretary.Information about this documentThis code of practice has been drafted with input from a wide range oforganization
9、s and representative bodies from many different sectors.This code of practice is intended to be read with sector-specific guidance (see“Further reading” in the Bibliography for examples).All websites referred to in this British Standard were last viewed on 28 August2013.Use of this documentAs a code
10、 of practice, this British Standard takes the form of guidance andrecommendations. It should not be quoted as if it were a specification andparticular care should be taken to ensure that claims of compliance are notmisleading.A code of practice goes further than a guide in that it supports claims of
11、compliance. That is, if the recommendations (indicated by “should”) arefollowed, users can claim compliance with the standard. However, whilecompliance with the recommendations is indicative that a good governancesystem in place, it does not guarantee effective governance behaviour.Any user claiming
12、 compliance with this British Standard is expected to be able tojustify any course of action that deviates from its recommendations.Presentational conventionsThe provisions in this standard are presented in roman (i.e. upright) type. Itsrecommendations are expressed in sentences in which the princip
13、al auxiliaryverb is “should”.Commentary, explanation and general informative material is presented insmaller italic type, and does not constitute a normative element.Contractual and legal considerationsThis publication does not purport to include all the necessary provisions of acontract. Users are
14、responsible for its correct application.Compliance with a British Standard cannot confer immunity from legalobligations.BRITISH STANDARDBS 13500:2013ii The British Standards Institution 20130 Introduction0.1 Purpose of this code of practiceThe purpose of this code of practice is to clarify the funda
15、mental requirementsfor delivering effective governance of organizational performance.It is increasingly obvious that societys expectations of organizational behavioursand performance, and thus “governance”, are rising. This rise in expectations ispartly in response to a steady flow of major incident
16、s and perceived abuses ofauthority. However, the approach within this code of practice is based on theevidence that good governance positions organizations, and our society, forsuccess. Therefore, the scope of this code goes beyond the avoidance ormitigation of problems.There is a growing amount of
17、sector level guidance on governance, butrelatively little in the way of summary level definition of the fundamentals ofgood governance. This code of practice seeks to address that deficiency. In doingso it offers more detail on the important principles that lie behind muchsector-specific guidance (f
18、or example, by distinguishing different accountabilitiesto different stakeholders) and offers a baseline for all organizations, includingthose for which sector-specific standards might not exist.This code is therefore intended to be used by those concerned with thegovernance of organizations as a ba
19、sic checklist to ensure that all the elementsof a good governance system are in place. However, it is essential thatorganizations also take into account all relevant additional or more specificsector recommendations and requirements, such as those set out in the “Furtherreading” section of the Bibli
20、ography (e.g. the Listing Rules 1 require listedcompanies in the UK to report on how they have applied the UK CorporateGovernance Code 2012 2).When an organization can demonstrate that it is implementing all the codesrecommendations, it can be said to have a system for delivering effectivegovernance
21、. Having such a system does not guarantee effective governance orthe achievement of objectives, but it does at least encourage and supportpositive organizational values and behaviours.0.2 Defining “governance”A key element of any British standard is the set of terms and definitions, whichis intended
22、 to help harmonize the use of language in a particular subject ordiscipline.This is particularly challenging in terms of governance, which is rapidly evolving,operates in all sectors and encompasses entire organizations of all descriptions.Given the breadth of the scope of governance, the vocabulary
23、 used in this codehas been designed to be as widely applicable and enduring as possible.The first step in creating this code was to define “governance” in a mannerapplicable to all organizations and explain how it differs from “management”,which is covered by other British standards (see “Further re
24、ading” in theBibliography). It was recognized that the words “governance” and“management” are sometimes treated as interchangeable, but that such usagedoes not aid the functional clarity necessary for the delivery of effectivegovernance.The most widely used definition of governance in the corporate
25、sector is: “thesystem by which companies are directed and controlled” (Cadbury Committee1992 3).BRITISH STANDARD BS 13500:2013 The British Standards Institution 2013 1A well-known variant from the not-for-profit sector is: “the systems andprocesses concerned with ensuring the overall direction, effe
26、ctiveness,supervision and accountability of an organisation” (Cornforth 2003 4).At an international level, another widely known definition describes corporategovernance as involving “a set of relationships between a companysmanagement, its board, its shareholders and other stakeholders” and providin
27、g“the structure through which the objectives of the company are set and themeans of attaining those objectives and monitoring performance aredetermined” (OECD 2004 5).For the purposes of this code, a brief definition that places governance into acontext of accountability has been adopted:system by w
28、hich the whole organization is directed, controlled and heldaccountable to achieve its core purpose over the long term.Management can be defined as the act of bringing people together toaccomplish desired goals and objectives, using available resources in an efficient,effective and risk-aware manner
29、. Thus governance is linked to management, butis distinct from it because it deals with:a) the accountability of a whole organization to all its stakeholders; andb) ensuring that the organization as a whole fulfils its full purpose.NOTE A simple way of describing the difference between management an
30、dgovernance is to say that management is about “getting the work done”, whereasgovernance is about ensuring “that the right purpose is pursued in the right wayand that the organization continuously develops overall”.This code therefore identifies what governance, as distinct from management,needs to
31、 provide for all organizations, appreciating that for many organizationsthere are additional sector-specific governance requirements with which theyneed to comply.0.3 ApplicabilityThis code of practice applies to the governance of all organizations. It istherefore applicable even to organizations in
32、 which the various ownership,governing and executive roles referred to in Clauses 4 and 5 can be performedby, or shared between, the same individuals (see Annex C for examples).EXAMPLEIn a small organization, there may be only a sole trader who owns, governsand manages their business. Complex, forma
33、l arrangements are not necessary,but applying the principles of good governance is still important forsustainable success.In a large organization, ownership may be dispersed between manyshareholders, with governance being the ultimate responsibility of the boardand management being delivered by exec
34、utives via teams of employees.Whilst the accountabilities and roles are different, each has a role to play insupporting the success of the whole.BRITISH STANDARDBS 13500:20132 The British Standards Institution 20130.4 Who should read this code of practice?This code is written from the standpoint tha
35、t those who are accountable for theorganization are ultimately responsible for everything undertaken in thatorganizations name. The people who fulfil this role comprise the organizationsgoverning body (see Clause 2: “Terms and definitions” for more detail), and it isclearly in their individual and c
36、ollective interests to ensure that effectivegovernance is in place so that they can indeed be accountable to all theirstakeholders for everything undertaken by the organization.Each individual governing body member is charged with ensuring that theorganization is well governed, and governing bodies
37、usually give their chairsspecial powers in this regard. However, the ultimate accountability for ensuringeffective governance rests with the governing body as a whole, operating bywhatever decision-making rules it adopts, and cannot be delegated to the chairor any other officer or committee it appoi
38、nts. Similarly, depending on the sizeand scale of the organization, the governing body is likely to delegate theactual implementation of some aspects of governance to the executive (e.g.those accountable for management), who may in turn delegate to other teammembers. This, though, does not alter the
39、 governing bodys accountability.The rationale for this code being written from the standpoint of the governingbody is therefore twofold: firstly, the governing body is ultimately accountablefor governance and, secondly, given the wide range of options for delegation,to do otherwise would be to add a
40、 level of complexity which would becomedifficult to depict and understand (see examples in Annex C).There are many ways in which governance can be implemented in anorganization, from one person doing everything to many layers all having a partto play. Crucially, however, whoever is allocated a gover
41、nance role reports to theperson who appointed them and, throughout however many layers ofdelegation might have been undertaken, the ultimate accountability forgovernance remains with the governing body.Governing bodies need the understanding, support and scrutiny of theirstakeholders and the more ev
42、eryone supports and appreciates the importance ofgood governance, the more achievable it becomes.This code of practice is therefore intended to be read by all those involved ingovernance, at all levels in an organization. This includes all types ofstakeholders, governing body members and officers, a
43、nd senior executives whoreport directly to governing bodies, as well as other managers and supervisorypersonnel and their teams, governance advisers and regulators.0.5 How to read this code of practiceThe recommendations of this code are based on the need to establish agovernance system that integra
44、tes the fundamental principles in Clause 4.Together, these principles cover the governance life cycle, from determining theorganizations accountability to providing direction and installing andmonitoring controls that cover all the organizations operations.The effective implementation of this code o
45、f practice requires an understandingof the relationship between all its recommendations. Therefore, this code isintended to be read as a whole before any of its recommendation areimplemented.In addition, many terms used in the text are subject to multiple possibleinterpretations, but have very speci
46、fic meanings within this code. Therefore,users will find it essential to understand the terms and definitions set out inClause 2. Such understanding will also assist those who seek to implement thiscode to communicate effectively with their internal and external stakeholdersabout its use.BRITISH STA
47、NDARD BS 13500:2013 The British Standards Institution 2013 3For ease of navigation and understanding of the recommendations andguidance, Table 1 outlines the structure of this code of practice, which addressesthe four key components of the adopted definition of governance: system,accountability, dir
48、ection and control.Table 1 Structure of this standardClause/Annex Description Why read this?Clauses 1 and 2 Set out the scope of this code and theterms and definitions used within itFor background and terms anddefinitions. Helps understand thelanguage used in the code and why itis important.Clause 3
49、 Introduces the concept of system Introduces the idea of the componentsof effective governance beingintegrated into a single system.Introduces a diagram to aidunderstanding.Clause 4 Introduces the principles, based onthe definition of governance adoptedwithin this codeIntroduces the ideas which underpinthe thinking behind governance. Setsthe foundations for what needs to beconsidered for the whole life cycle.Clause 5 Sets out the implementation steps bywhich the principles can be put intopracticeContains the body of recommendationsregarding d
