What makes a corporate system more efficient, bunch of good managers or good corporate governance?

there should be a good governance or policy in-place first in a company or organization. Under the by laws of the organization is what every employees will do in favor of the company and every details of it. This is to prevent chaos in the organization. This is where the guiding principles of the organization lives for. Meaning, in this, where the organization policy and procedures, mission, vision and everyone is required to follow it. What follows next is the hiring of good managers. They are the ones who will be responsible for putting this policies, systems and procedures into action - to the benefit of everyone and the business objectives.

I beleive good corporate governance is what makes a corporate system more efficient.