ABSTRACT
Every corporate entity is defined by its constitution, whether that is the articles of association of a limited company, a partnership agreement, or the rules of a club. The constitution establishes the entity’s name, members, purpose, and its governance, including the governing body, financial reporting, and audit. Governance is not management. Management can be depicted as a hierarchy in a triangle. The governing body can be shown as a circle superimposed on this triangle. Executive directors are both in the management triangle and the governance circle. Non-executive directors are only in the governance circle.
