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The concept of bounded rationality means that managers will have limited understanding of alternatives. This may imply that they play safe, and concentrate on easily understood markets. Thus despite differences of emphasis, transaction cost theory and agency theory are largely attempting to tackle the same problem, namely to ensure that company managers pursue shareholders' best interests rather than their own. 3 Stakeholders in corporate governance FAST FORWARD 12/07, 6/08, 12/08 Directors and managers need to be aware of the interests of stakeholders in governance, however their responsibility towards them is judged.

18 External auditors The external audit is one of the most important corporate governance procedures; it enables investors to have much greater confidence in the information that their agents, the directors/managers, are supplying. However the main focus of the external audit is on giving assurance that the accounts give a true and fair view. Because of the significance of the external audit, the external auditors must be independent. ' A balance is required between working constructively with company management and at the same time serving the interests of shareholders.

General administrative duties. The secretary may act as the general administrator and head office manager. Tasks include ensuring compliance with the company's memorandum and articles, and other statutory and regulatory requirements such as the Listing Rules. The secretary may also be responsible for maintaining the accounting records required by law, corresponding with legal advisers, tax authorities, trade associations etc and administering the office. 1 Independence of the secretary Whatever the duties of the secretary, the secretary's ultimate loyalty must be to the company.

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