Biotech Company Situational Analysis

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GovernanceOverview_Lecture_V1.pptx

Harrisburg University ISEM 547

Governance Overview & Corporate Governance

Objectives

Components of Governance

What is Corporate Governance

Good Governance & Best Practices

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What is Governance?

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What is Governance ?

Governance incorporates all the guiding principles, codes of conduct, regulations, processes, procedures, and polices that coordinate and control an organization’s resources and actions

Governance frameworks often take the form of councils, boards, and committees that ensure accountability and compliance.

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Key components of Governance Framework

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Components of Governance Frameworks

Governing Bodies: these are entities established within the organization for the creation, execution, and management of governance (Boards, Committees, Councils, Workgroup);

Board: is a group of people who have the oversight, power, and authority to decide and control the workings of and organization. They are more strategic, set the direction, and can delegate its functions and authority to a committee.

Committees: are usually subgroups created and sanctioned by the board to carry out much of the detail work for specific purposes with formal charter and protocols. Committee members are usually assigned due to their expertise and/or have a vested interest.

Council: an official government body with the power to make and/or enforce laws to control a country, land area, people or organization. Note: legal council is often consulted regarding IT matters.

Workgroup: is a ad hoc group of subject-matter experts of individuals assembled to work together on a common goal or task. Often formed to work with committees on specific initiatives for a limited time period then disbanded when the task has been completed.

Organizations usually has a mix of business and IT related governing entities.

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Components of Governance Frameworks

Policy: are principles, rules, and protocols formulated or adopted by an organization to govern its actions.

Procedures are specific instructions to be used to implement policy requirements in a specific way; they are enforceable through the policy

Guidelines are general rules, practices, and/or instructions that can be referenced to comply with policy; they are not enforceable but recommended as best practices that should be followed

Policies should have a formal lifecycle and change management process

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Components of Governance Frameworks

Standards: refer to something that is considered by an authority or by general consent as a basis of comparison (e.g., industry, protocols, academic, etc.)

Metric: is a quantifiable measure that is used to track and assess the status of a specific process, system, or entity. Metrics can be used to determine status, effectiveness or compliance (e.g., governing bodies, policies, processes, procedures, systems, components, etc.)

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Components of Governance Frameworks

Enterprise Risk Management: Risk management is the identification, assessment, and prioritization of risks to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

Training: is an effective mechanism used for stakeholder awareness regarding governing bodies and policies are important to inform and educate stakeholders

Communications: define communication strategies and plans for stakeholders when instituting new or making changes to existing governance frameworks within the organization.

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IT Governance Frameworks

Governance Pro

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Good Governance

Governance Pro

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Characteristics of Good Governance

Good governance has eight major characteristics: participatory, consensus oriented, accountable, transparent, responsive, effective and efficient, equitable and inclusive, and follows the rule of law.

Rule of Law requires fair legal frameworks that are enforced by an impartial regulatory body, for the full protection of stakeholders.

Transparency means that information should be provided in easily understandable forms and media, freely available and directly accessible

Governance Pro

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Characteristics of Good Governance

Responsiveness requires that organizations and their processes are designed to serve the best interests of stakeholders within a reasonable timeframe

Consensus Oriented requires consultation to understand and best serve the different interests of all stakeholders affected by the policy.

Equity and Inclusiveness the organization that provides the opportunity and mechanisms for its stakeholders to improve their well-being

Effectiveness and Efficiency means that the processes implemented by the organization to produce favorable results and meet the needs of its stakeholders

Governance Pro

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Characteristics of Good Governance

Accountability is a key tenet of good governance. Who is accountable for what should be documented in policy statements.

Participation inclusion of both men and women, either directly or through legitimate representatives, is a key cornerstone of good governance.

Governance Pro

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Corporate Governance

MIT Sloan School Center for Information Systems Research (CISR)

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Senior Executive Team

Strategy

Desired Behaviors & Outcomes

Board of Directors

Governance Committees & Workgroups

Key Corporate Assets

Human Assets

Financial Assets

Physical Assets

Data/Information & IT Assets

Brand Reputation

Relationship Assets

IP Assets

Key Asset Governance

Legal & Regulatory

Shareholders

Other Stakeholders

Risk Management Policies & Procedures Audits & Compliance

Standards Organizations

IT Governance

What is Corporate Governance ?

Corporate governance is the system of rules, practices and processes by which a company is directed and controlled

Is a framework of values, rules, policies, and practices by which the Board of Directors (BOD) ensures accountability, fairness, and transparency in a company.

Corporate governance involves balancing the many interests of the stakeholders of a corporation and the protection of corporate assets

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What is Corporate Governance ?

Corporate Governance Framework

Corporate BOD via senior executive team authorizes the establishment and provides oversite of governing bodies that align with corporate strategy and drive desired behaviors and outcomes

Governance committees and workgroups are the workhorse of the corporate governance framework

IT Governance is a subset of Corporate Governance

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What is Corporate Governance ?

Corporate Governance Framework - Assets

Human Assets

Financial Assets

Physical Assets

Brand-Reputation Asset

IP Assets

Relationship

Data/Information & IT Assets

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Benefits of Corporate Governance

Legal compliance

Improves Company Reputation

Establishes oversight, transparency, accountability, and controls in place that are in best interest of the company

Shareholder Wealth Creation

Decrease conflicts and fraud

Fewer Fines, Penalties, & Lawsuits

Increase competitiveness and higher market valuation

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Benefits of Corporate Governance

What are the governing bodies associated with corporate governance?

Has anyone been a part of a corporate governing body (e.g., board, committee, workgroup)? Do you feel corporate policies are effective?

What was the purpose of the governing body and what decisions did they make?

What are the characteristics of good governance?

What assets are to be protected through corporate governance?

Where is IT Governance in relationship to corporate governance?

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Group Discussion Questions

Assignments

Chapter 8 (IT Managers Handbook)

Homework 3: Corporate & IT Governance Frameworks

Project 2:

Part A: Create an IT Governance Matrix

Part B: Create a Governance Charter for Enterprise Security Committee

Part C: Write a Information Security Policy for Data Classifications

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