ISO 37000 Lead CG Manager key terms

The person or group with ultimate authority and accountability for the organization's purpose, direction, and oversight of how it is run, whether a board, council, or single owner.

The member who leads the governing body's work, sets its agenda, and ensures its decisions and deliberations are effective and orderly.

The obligation of people and bodies to answer for decisions, actions, and results to those who granted them authority, and to accept consequences.

Open, timely, and truthful disclosure of information that stakeholders need to judge the organization's performance, decisions, and risks.

The duty to protect and grow the resources and reputation entrusted to the organization for the benefit of present and future stakeholders.

The shared values, norms, and behaviors that guide how people in the organization act when facing trade-offs, including tone from the top.

The reason the organization exists and the value it intends to create, which anchors strategy, decisions, and how success is judged.

The generation of benefits, financial and non-financial, for stakeholders over time through the organization's activities and use of resources.

Any person or group affected by, or able to affect, the organization's decisions and outcomes, including owners, employees, customers, and communities.

The documented system of structures, roles, policies, processes, and controls by which authority is exercised and decisions are made and monitored.

The formal assignment of decision rights and spending limits to roles or committees, with clear boundaries and accountability retained by the delegator.

A subgroup of the governing body, such as audit, risk, or remuneration, created to focus on specific oversight areas and report back to the full body.

A committee responsible for overseeing financial reporting, internal and external audit, and internal control, typically composed of independent members.

The condition in which directors are free from relationships or interests that could compromise objective judgment, and can challenge management.

A situation where a person's private interest could improperly influence their official decisions, requiring disclosure and managed recusal.

The division of responsibilities so that no single person controls proposing, approving, executing, and checking the same activity.

A structure that separates management owning risk, independent risk and compliance functions providing oversight, and internal audit providing assurance to the governing body.

The policies, procedures, and activities designed to provide reasonable assurance that objectives are met and significant risks are managed.

The coordinated process of identifying, assessing, treating, and monitoring uncertainties that could affect the organization's objectives.

The amount and type of risk the organization is willing to accept in pursuing its objectives, stated so that decisions can be aligned to it.

The chosen long-term direction and priorities for achieving purpose and creating value, including how resources and risks will be managed.

The regular tracking of agreed measures against targets so the governing body can judge progress, spot deviations, and take corrective action.

A measure selected because it signals progress toward a critical objective, meaningful enough to trigger decisions when it changes.

Independent, objective evidence and conclusions about whether controls, reporting, or performance can be relied upon by the governing body and stakeholders.

An independent function that evaluates the effectiveness of governance, risk management, and controls and reports its findings to the governing body.

An independent examination of financial statements and related disclosures by an outside firm, resulting in an opinion on their fair presentation.

The reporting of suspected wrongdoing through protected channels, with safeguards against retaliation so concerns surface early.

A written statement of the behaviors expected of people acting for the organization, with guidance on handling ethical dilemmas and breaches.

The structured process of identifying stakeholders, listening to their views, and using what is learned to inform decisions and reporting.

The principle that information is material if omitting or misstating it could influence decisions, applied when selecting what to report and manage.

The periodic communication of financial and non-financial information that lets stakeholders assess performance, position, governance, and prospects.

The release of specific facts, decisions, or risks, whether required by law or chosen voluntarily, so that stakeholders are properly informed.

A reporting approach that connects strategy, governance, performance, and prospects in terms of value created over the short, medium, and long term.

Meeting present needs without harming the ability of future generations and ecosystems to meet theirs, embedded in strategy and decisions.

A structured review of the governing body's composition, processes, and effectiveness, often with individual director review and an action plan.

The ongoing cycle of measuring governance performance, identifying gaps, and adjusting structures and practices so effectiveness increases over time.

The corrective action taken to fix a weakness, control failure, or audit finding, including assigning owners and tracking completion.

The process of preparing for the orderly replacement of the chief executive, board members, and other critical roles to preserve continuity.

The pay and benefits given to executives and directors, designed and disclosed so it aligns behavior with purpose and long-term value creation.