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stock market regulations
based on corporate governance codes 
require information published to be 
true and fair
. Information can only fulfil this requirement if adequate 
disclosure is made of uncertainties and adverse events.
Circumstances where concealment may be justified include discussions about 
future strategy
(knowledge of which would benefit competitors), 
confidential
issues relating to 
individuals
and 
discussions leading to an agreed position that is then made public.
Independence is an important concept in relation to directors. Corporate governance reports have 
increasingly stressed the importance of 
independent non-executive directors
, directors who are not 
primarily employed by the company and who have very strictly controlled other links with it. They 
should be free from conflicts of interest and in a better position to 
promote the interests of shareholders 
and other stakeholders
. Freed from pressures that could influence their activities, independent non-
executive directors should be able to carry out 
effective monitoring 
of the company in conjunction with 
equally independent external auditors on behalf of shareholders. 
Non-executive directors' lack of links and limits on the time that they serve as non-executive directors 
should promote 
avoidance of managerial capture 
– accepting executive managers' views on trust 
without analysing and questioning them. 
1.4.3 Probity/honesty 
Hopefully this should be the most self-evident of the principles. It relates not only to telling the truth but 
also not misleading shareholders and other stakeholders. Lack of probity includes not only obvious 
examples of dishonesty such as taking bribes but also presenting information in a slanted way that is 
designed to give an unfair impression. 
1.4.4 Responsibility 
Responsibility means management accepting the credit or blame for governance decisions. 
1.4.5 Accountability 
Corporate 
accountability 
refers to whether an organisation (and its directors) are answerable in some 
way for the consequences of their actions. 
Accountability of directors to shareholders has always been an important part of company law, well 
before the development of the corporate governance codes. For example, companies in many regimes 
have been required to provide