Which of the following is NOT a core element of a modern corporate governance framework?

• A. Centralized decision making with no independent oversight.
• B. Board independence; internal controls; robust disclosure; risk management oversight.
• C. Audit committee; executive compensation governance.
• D. Internal controls and risk management oversight.

Answer: (C)

Modern corporate governance hinges on independence, accountability, and transparent oversight. The framework relies on a board that has independence from management, internal controls that ensure reliable operations, robust disclosures that inform stakeholders, and a system of risk management oversight to anticipate and handle potential problems. An audit committee and governance of executive compensation are standard parts of this structure because they provide specialized, ongoing oversight of financial reporting and the incentives that drive management behavior, helping to align interests with long-term value and minimize conflicts of interest.

What doesn’t fit with this approach is centralized decision making with no independent oversight. Concentrating authority without independent checks undermines accountability and the safeguards that modern governance frameworks are designed to enforce.