<Li> Integrity and ethical behavior: Integrity should be a fundamental requirement in choosing corporate officers and board members . Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making . </Li> <Li> Disclosure and transparency: Organizations should clarify and make publicly known the roles and responsibilities of board and management to provide stakeholders with a level of accountability . They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting . Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear, factual information . </Li> <P> Different models of corporate governance differ according to the variety of capitalism in which they are embedded . The Anglo - American "model" tends to emphasize the interests of shareholders . The coordinated or (Multistakeholder Model) associated with Continental Europe and Japan also recognizes the interests of workers, managers, suppliers, customers, and the community . A related distinction is between market - orientated and network - orientated models of corporate governance . </P> <P> Some continental European countries, including Germany, Austria, and the Netherlands, require a two - tiered Board of Directors as a means of improving corporate governance . In the two - tiered board, the Executive Board, made up of company executives, generally runs day - to - day operations while the supervisory board, made up entirely of non-executive directors who represent shareholders and employees, hires and fires the members of the executive board, determines their compensation, and reviews major business decisions . </P>

The internal institutions of corporate governance directors managers and shareholders