a. Separation of Ownership from Control:

• Agency theory: Shareholders (principals) delegate control to managers (agents), leading to agency problems like moral hazard, adverse selection, where managers may pursue personal interests over shareholders’.

b. Circumstances for Corporate Governance Problems:

• i. Weak regulatory framework: Lack of enforcement leads to non-compliance.
• ii. Poor board composition: Lack of independence, diversity, or expertise.

c. Weak or Poor Corporate Governance:

• Lack of transparency, accountability, ineffective board, poor risk management, non-compliance with laws, conflicts of interest, inadequate stakeholder engagement.

d. Key Issues Covered by Codes of Corporate Governance:

• Board structure and composition.
• Board responsibilities.
• Risk management and internal control.
• Audit committee.
• Remuneration.
• Shareholder rights.
• Stakeholder relations.
• Disclosure and transparency.
• Ethics and business conduct.
• Sustainability.
• Compliance with laws.
• Succession planning.
• Performance evaluation.
• Diversity and inclusion.