Corporate Governance Theoretical Framework
14 concerned with managing the relationship among various corporate
stakeholders. Corporate governance is a concept to increase company performance through supervising or monitoring management
performance and guarantee management accountability to stakeholder based on rule’s framework.
The main objective of corporate governance is to achieve a company management transparency for the users of financial statement
Yonnedi and Sari 2009. If the company could implement this concept so the economics growth could keep on going well together with
company management transparency that is also going well and give benefit for many sides.
In formulating corporate governance, there are many countries, including Indonesia, that refer to OECD Organization for Economic
Co-operation and Development. OECD reveals a corporate governance structure and its relation of accountability among the
involved parties consisting of shareholders, board members, commissioners, and managers. It designed to encourage the creation of
a competitive performance and to reach the main objectives of the company.
Corporate governance has been strongly influenced by corporate ownership structure. Meanwhile, there are many other factors affecting
corporate governance such as legal system, cultural and religious tradition, political stability and economic event. The global financial
15 crisis and credit crunch, which have engulfed financial markets and
economics around the world, have further catapulted corporate governance onto center stage Solomon 2010.
Generally, Indonesia’s corporations are family businesses, which mean that family members hold key managerial positions, and
control the corporation Sang-Woo Nam and Il Chong Nam 2004. This situation emerges the agency problem between the management
the controlling family and minority shareholders. The agency problem does not appear commonly between the management and
owners. The existence of large shareholders may by itself not be a matter of concern, or may even be a blessing but the beneficial effect
of large shareholders should be expected only when management is separated from ownership or when proper corporate governance
mechanisms are in place so that outside shareholders can effectively check misbehavior by controlling owners. Due to those reasons,
Indonesia needs more attention in relations to the corporate governance problem arising from the separation of control from ownership.
Good corporate governance GCG is an important pillar of market economy as it relates to the investors’ confidence both in the
companies as well as in the overall business environment. Implementation of GCG encourages fair competition and conducive
business climate leading to sustainable economic growth and stability Indonesia Codes of Good Corporate Governance, 2006.
16 In addition, good corporate governance is needed to prevent the
expropriation of shareholders by managers and to ensure the efficient management of a company that has multiple owners. It is also needed
to attract the capital needed to pursue large and worthwhile projects Sang-Woo Nam and Il Chong Nam 2004.