Governance matters in ESG because it’s the “operating system” that makes the E and the S real . Good governance ensures that sustainability is not a slogan but a set of decisions, controls, incentives, and accountability mechanisms that actually influence behaviour. Governance turns intent into action. Environmental and social commitments mean nothing without decision‑rights, data controls, and consequences. Governance allocates accountability. Someone must own the risk,

1. Wells Fargo Fake Accounts Scandal (2016 – U.S.) Issue: Employees created millions of fake accounts to meet unrealistic sales quotas. Governance Failure: Pressure from top leadership and lack of board oversight. Impact: $3 billion in fines and settlements; CEO resigned; damaged public trust. 2. Volkswagen “Dieselgate” (2015 – Germany) Issue: VW cheated emissions tests with illegal software in diesel vehicles. Governance Failure: Ethical lapses and lack of compliance mo

1. What Is COSO? COSO stands for the Committee of Sponsoring Organizations of the Treadway Commission — an independent U.S. private‑sector initiative founded in 1985 by five key professional associations: AICPA (Accountants) FEI (Financial Executives International) IIA (Internal Auditors) IMA (Management Accountants) AAA (Accounting Academics) COSO’s Purpose COSO develops frameworks to improve: Internal control Enterprise risk management (ERM) Fraud deterrence Corpora