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It is a system by which companies are directed and controlled in the interest of shareholders
and other stakeholders. Governance should not be confused with management. Management
is concerned with running the business operations of a company but governance is about
giving a lead to the company and monitoring and controlling management decisions, so as to
ensure that the company achieves its intended purpose and aims.
Corporate governance has become one of the most commonly used phrases in the current
global business vocabulary. The notorious collapse of Enron in 2001, one of America’s
largest companies, has focussed international attention on company failures and the role that
strong corporate governance needs to play to prevent them.
Purpose: Monitor those parties within a company who control the resources owned by
investors.
Approaches to CG
1. Unitary board- all directors participate in a single board comprising both executive
and non-executive directors in varying proportion.
2. Two tier board-CG is exercised through two boards. The upper board supervises the
executive board on behalf of stakeholders. This model is adopted in Germany,
Holland, and to an extent, France. In this model although the shareholders own the
company, they do not entirely dictate the governance mechanism. This is made up of:
i. Supervisory board- the board has workers representatives and shareholders
representatives including banks’ representatives. The board has no executive function.
ii. Management board- A mgt board or executive board, composed of entirely of
managers, will be responsible for the running of the business.
All listed companies in the UK must comply with Combined Code. It is a principles based
approach of ‘comply or explain’ basis to CG. Listed companies must include a CG statement
in their annual report.
Division of responsibilities.
Should be different person.
The board to appraise performance of chairperson.
Chairperson appraise performance of CEO.
Chairman preferably independent non executive.
NEDs are employed on a part time basis. They are not involved in the routine executive
management of the company. Their roles are:
Provide advice and direction to the company’s management in the development and
evaluation of its strategy.
Monitor the company’s legal and ethical performance.
Represents the shareholders’ interests-no agency issue to reduce shareholders’ value.
Determine appropriate levels of remuneration for executives.
Remuneration Committee
It plays a key role in establishing remuneration arrangements. The committee will be staffed
by independent non executives directors, thus ensuring that executive directors do not set
their own remuneration levels. The committee determines the remuneration policy on behalf
of the board and the shareholder.
Nomination Committee
Audit Committees
The board should establish an audit committee of at least three, or in the case of smaller
companies two members, who should all be independent non executives directors. At least
one member of the audit committee has recent and relevant financial experience.
1.2 B Advantages
1.2 C Disadvantages
1.2 D Objectives
Board Committees
Main purpose: enable board of directors to delegate responsibilities for key areas. Thus
BOD can focus on strategy consist of: NEDs with expertise and skills in areas such as
auditing.
Positives:
Important:
The internal audit’s job may be to assist the board in risk management by:
Providing objective assurance on the adequacy and effectiveness of the risk
management and internal control framework.
Helping improve the processes by which risks are identified and managed.
Helping strengthened and improve the risk management and internal control
framework.
Provide advice on the design, implementation and operation of control systems,
identify opportunities to make control savings, and promote a risk and control culture
within the organisation.
Act as facilitators, guiding managers and staff through a self assessments process,
perhaps by leading workshops.
Question 1-June 2005
You are a recently qualified Chartered Certified Accountant in charge of the internal audit
department of ZX, a rapidly expanding company. Turnover has increased by about 20% p.a.
for the last five years, to the current level of $50 million. Net profits are also high, with an
acceptable return being provided for the four shareholders. The internal audit department was
established last year to assist the board of directors in their control of the company and to
prepare for a possible listing on the stock exchange. The Managing Director is keen to follow
the principles of good corporate governance with respect to internal audit. However, he is
also aware that the other board members do not have complete knowledge of corporate
governance or detailed knowledge of International Auditing Standards.
Required:
Write a memo to the board of ZX that:
(a) Explains how the internal audit department can assist the board of directors in
fulfilling their obligations under the principles of good corporate governance. (10 marks)
(b) Explains the advantages and disadvantages to ZX of an audit committee. (10 marks)
(20 marks)
(a) Memo
Board papers review- review to the board and papers produced by board to ensure
they are accurate, understandable, and relevant and present a balanced assessment of
company information and prospects.
Internal controls-as board need to maintain sound internal control system, internal
audit can assess the controls and its effectiveness and recommend improvement if
need be.
Good financial reporting(application of ISA and IAS) and disclosures- board need to
prepare FS according to required accounting framework. Internal audit is up to date
on the framework and hence can counsel board on this issue. It can also ensure that
the framework is being complied with appropriate disclosures in FS.
Ensure adherence to CG principles- internal audit must stress that CG is implemented.
Key element of CG is audit committee which among others establish a formal line of
communication with external auditors. Audit committee also ensure that both internal
and external auditor work together to ensure that the internal control is strong.
Act as bridge between external auditor and BOD. There is a list of matters that the
external auditors must communicate to the board. Internal audit can follow up that
only appropriate information is furnished to the board by the external auditor.
Induction, training and briefing of new directors about CG and keep them updated all
the time.
Remind board members of their rights, responsibilities and duties in relation to GC
and the result of non compliance.
Required:
Write a memo to Jumper & Co which:
(a) Explains why SGCC does not meet international codes of corporate governance
(b) Explains why not meeting the international codes may cause a problem for SGCC,
and
(c) Recommends any changes necessary to implement those codes in the company.
(20 marks)
(a)
Memo
From: A Manager, Tela & Co
To: Jumper & Co
Subject: Corporate Governance in the SGCC Company
Date: June 2006
Following your request on international codes of CG, please find hereunder my views and
recommendations on SGCC:
Appointments
o Too much power vested upon Mr Sheppard.
o He can appoint any one he wishes to appoint as board member.
o No care about the quality of director.
o Suggested to set up a nomination cttee comprising of at least 3 NEDs.
Remuneration
o Board members’ pay is set by Mr Sheppard.
o The remuneration structure is not transparent and Mr Sheppard sets his own pay.
o Set remuneration without assessing suitable criteria.
o Recommendations- set up of a remuneration cttee.
- Set remuneration levels for the board, taking into account
current salary levels and the performance of board members.
- Remuneration should be linked to performance, to encourage a
high standard of work.
Financial Statements
o FS provide information on past results of the company.
o IFRSs state that when preparing Fs mgt should make an assessment of the company’s
ability to continue as a going concern.
o FS should also contain information about the future development and some forecasted
financial figures to help investors to take decisions.
o Advisable for SGCC to include information about future operations.
Risk Management
o No mention about risk management.
o Good CG suggest that risk mgt is effected by the BOD, mgt and all employees in
accordance with their defined roles within the organisation.
o Recommendations- board must communicate its risk mgt policies to mgt and all
employees.
- The board is responsible to the total process of risk mgt.
I hope this information is useful. Please contact me again if you require any further
assistance.
Sincerely,
XXX