ISO 37000 Corporate Governance Manager key terms

The person or group with ultimate authority and responsibility for the organisation's direction, oversight and accountability. It sets purpose and strategy, delegates authority, and answers for governance outcomes.

The system of direction and control exercised over an organisation, covering how authority is allocated, decisions are made, performance is overseen and accountability is discharged toward stakeholders.

The reason the organisation exists and the difference it seeks to make, expressed in terms of the value it creates for stakeholders and society. It anchors strategy and decision-making.

The creation of benefits for the organisation and its stakeholders over time, including financial, social, environmental and relational value, achieved without eroding the resources on which future value depends.

The chosen long-term direction and set of priorities that translate purpose into decisions about where to compete, how to operate and which capabilities and resources to develop.

A result that good governance is expected to produce, such as ethical behaviour, effective performance, legitimate stakeholder engagement and accountability for decisions and their impacts.

The documented and operating arrangements - structures, roles, policies, processes and practices - through which the governing body directs, oversees and holds the organisation to account.

The fundamental, outcome-oriented expectations that guide how governance should be designed and performed, including purpose, value generation, strategy, oversight, accountability, stakeholder engagement, ethical behaviour and transparency.

Any individual or group that can affect or be affected by the organisation's decisions, activities and outcomes, including owners, employees, customers, suppliers, communities, regulators and future generations.

The ongoing, purposeful process of identifying stakeholders, understanding their legitimate interests and expectations, and involving them in dialogue that informs governance and strategic decisions.

The obligation to answer for decisions, actions and results to those with a legitimate interest, including explaining what was done, why, and what will change as a result.

The timely, accurate and accessible disclosure of information that stakeholders need to understand the organisation's governance, performance, risks and impacts, within legitimate limits of confidentiality.

Acting in line with accepted moral standards and the organisation's stated values, going beyond mere legal compliance, especially where interests conflict or consequences for others are significant.

A formal statement of the behaviour expected of directors, employees and representatives, translating values into practical rules and examples that guide everyday decisions and disciplinary consequences.

The signals sent by the governing body and senior leaders through their own conduct, priorities and decisions, which shape whether ethical behaviour is genuinely expected or merely proclaimed.

The shared assumptions, norms and behaviours that determine how people actually act when nobody is watching, and whether raising concerns or challenging authority is safe.

A confidential and protected channel through which people can report suspected wrongdoing or concerns without fear of retaliation, supported by a process for triage, investigation and feedback.

The disclosure by an insider of wrongdoing, risk or misconduct within or about the organisation, which good governance protects and responds to rather than suppresses.

A situation where a person's private interest, relationship or loyalty could improperly influence their judgement in an organisational role, requiring disclosure and appropriate management or recusal.

The freedom of a board member or assurance provider from relationships, interests or pressures that could compromise objective judgement, supported by criteria such as tenure, remuneration and affiliations.

The amount and type of risk the organisation is willing to accept in pursuit of its purpose and strategy, expressed in qualitative and quantitative terms and used to guide decisions.

The acceptable variation around a specific objective or risk category, translating the broader risk appetite into practical thresholds that trigger escalation or corrective action.

The coordinated activities to identify, assess, treat, monitor and communicate risks that could affect the achievement of objectives, embedded in strategy setting and everyday operations.

The policies, procedures and checks designed to provide reasonable assurance about the reliability of reporting, effectiveness of operations and compliance with laws and internal rules.

Independent or objective evaluation that provides confidence to the governing body and stakeholders that information, controls and governance arrangements are credible and functioning as intended.

An independent, objective function that evaluates risk management, control and governance processes and reports findings and recommendations to the governing body or its committee.

The formal assignment of decision rights and responsibilities from the governing body to committees, executives or others, with defined limits, reporting lines and retained oversight.

A subgroup of the governing body, such as audit, risk, remuneration or nomination, mandated to examine specific matters in depth and make recommendations while remaining accountable to the full board.

A structured evaluation of whether governance structures, processes and behaviours are fit for purpose and delivering intended outcomes, using evidence, self-assessment or independent input.

The ongoing, systematic effort to enhance governance performance by learning from reviews, incidents, stakeholder feedback and changing circumstances, and acting on the findings.

The principle that information, risks or stakeholder concerns matter when they could reasonably influence decisions or assessments of the organisation's impacts and performance.

The periodic disclosure of how the organisation is directed and controlled, including board composition, decision-making, risk oversight, remuneration and progress against purpose and strategy.

The organisation's ability to create value over the long term by managing its economic, social and environmental impacts and dependencies, including the resources it draws on and affects.

A document cited in a standard as indispensable to its application, such that the cited provisions apply with equal force to anyone using the standard.

The acceptance by stakeholders and society that the organisation's authority, conduct and use of power are appropriate, earned through accountable and ethical behaviour rather than asserted formally.

The defined steps by which matters are framed, information gathered, options assessed, authority exercised and outcomes recorded, with escalation routes for matters beyond delegated limits.

How well the governing body and governance arrangements deliver intended outcomes, assessed through indicators such as decision quality, oversight effectiveness, ethical conduct and stakeholder trust.