the rulebook that decides whether a company is run for shareholders or by whoever's closest to the printer.
means the system of rules, checks, and reporting lines that decides who controls a company, who watches them, and who they answer to.
from the phrase rose in the 1970s-80s after a string of boardroom scandals showed shareholders often had zero real say over the executives spending their money; committees like the UK's Cadbury Report (1992) formalized what good oversight should look like.
enron — 2001 collapse from fake accounting despite a full board and auditors
volkswagen dieselgate — 2015 emissions fraud missed by supposedly independent oversight
theranos board — packed with generals and statesmen, none who understood the science
wework's adam neumann — multiple votes per share let him control the company he nearly sank