ACCA p1 Notes PDF
ACCA p1 Notes PDF
ACCA p1 Notes PDF
Paper P1
Course Notes
For exams from 1 September 2015 to
31 August 2016
ISBN: 9781472797568
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2
P1 Governance, Risk and Ethics
Study Programme
Taught Phase Study Programme
Page
Introduction to the paper and the course .......................................................................................... 4
1 Scope of corporate governance .............................................................................................. 13
2 Approaches to corporate governance ..................................................................................... 25
3
INTRODUCTION
4
INTRODUCTION
Main capabilities
On successful completion of this paper, candidates should be able to:
Define governance and explain its function in the effective management and control of
organisations and of the resources for which they are accountable;
Evaluate the professional accountant’s role in internal control, review and compliance;
Explain the role of the accountant in identifying and assessing risk
Explain and evaluate the role of the accountant in controlling and mitigating risk;
Demonstrate the application of professional values and judgement through an ethical
framework that is in the best interests of society and the profession, in compliance with
relevant professional codes, laws and regulations.
Links with other papers Professional
Papers
Accountant in
Business (F1)
This diagram shows where direct (solid line arrows) and indirect (dashed line arrows) links exist
between this paper and other papers that may precede or follow it.
The Governance, Risk and Ethics syllabus assumes some of the knowledge acquired in papers F1
Accountant in Business but develops and applies this further and in greater depth. There is also
the presumption that students will have completed the online ethics module. The ACCA consider
Paper P1 Governance, Risk and Ethics to be the gateway paper to Professional level studies, as it
provides valuable information for all other papers.
5
INTRODUCTION
6
INTRODUCTION
7
INTRODUCTION
8
INTRODUCTION
Key to icons
The following icons appear in this set of study notes
Real-life examples
For further details see your Checkpoint Guidance
9
INTRODUCTION
10
SKILLS BANK
1 Effective use of
reading time
5 Time management
4 Communication and
presentation skills 2 Accurate analysis of
a question’s
requirements
3 Planning a
well structured
answer
B C
11
SKILLS BANK
Effective use of your reading and planning time means using it to go through the optional questions,
quickly transfer knowledge onto the exam paper and then decide on which question from section B you
are not going to do.
You need to become skilful at working out exactly what is being asked of you. This means understanding
the requirement verbs and breaking down each question requirement into all its constituent parts.
Your answer needs to be carefully balanced, so that you go into more detail for higher level verbs. You
need to make sure that you use your technical knowledge selectively and structure your answer
appropriately in response to the requirements.
This exam contains professional marks and the key is to take care in the style of your writing. Think
carefully about any formats that are requested, use straightforward language and think about the
audience you are being asked to write for. The examiner expects all answers to be presented with great
clarity, as it is less about great volume and more about high quality that generates high marks
One key decision you can make before you get into the exam is the order in which you tackle the
questions. You need to be aware of the time for each question and become skilled at apportioning your
time between the sub-requirements.
12
Scope of corporate
governance
13
1: SCOPE OF CORPORATE GOVERNANCE
Overview
Definition of corporate
governance
Principles
14
1: SCOPE OF CORPORATE GOVERNANCE
1.2 Corporate governance is a fundamental internal control system ensuring the best interests
of the company are serviced in the most efficient and effective manner.
Required
Identify the benefits to any business of applying a corporate governance framework.
Solution
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1: SCOPE OF CORPORATE GOVERNANCE
1.3 For corporate governance to be effective it must be embedded as a feature of the inherent
business culture, ie the way business is conducted.
1.4 In the exam you may also need to ascertain whether or not the governance procedures in
use in a particular company are in line with best practice (covered later).
1.5 The following diagram illustrates the 11 core principles that underlie good corporate
governance.
Integrity Transparency
Fairness Probity
Judgement Responsibility
Independence Accountability
Scepticism Innovation
Reputation
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1: SCOPE OF CORPORATE GOVERNANCE
2.2 Agency theory would describe the shareholders in a company as the principals, with the
board their agents who are empowered to act in their interests.
2.3 In practice the powers of shareholders tend to be very restricted. They normally have no
right to inspect the books of account, and forecasts of future prospects are gleaned from the
annual report and accounts, stockbrokers’ reports and media sources. There is an
information asymmetry; the agent has more information than the principal.
The diagram below illustrates how agency works in practice:
Self-interest Self-interest
Detailed information
17
1: SCOPE OF CORPORATE GOVERNANCE
2.5 The separation of ownership from management can cause issues if there is a breach of trust
by directors either by intentional action, omission, neglect, or incompetence.
Required
Identify some reasons why shareholders might become concerned about the management of an
organisation in which they hold an investment.
Solution
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1: SCOPE OF CORPORATE GOVERNANCE
Required
Suggest some ways in which shareholders can monitor and control a board of directors.
Solution
3.2 Companies will try to keep as many transactions as possible in-house in order to:
(a) Reduce uncertainties about dealing with suppliers,
(b) Avoid high purchase prices, and
(c) Manage quality.
To achieve this, companies will seek vertical integration (ie they will purchase suppliers or
producers later in the production process).
3.3 Transaction cost theory also states that managers organise their transactions to pursue their
own objectives. They are influenced by
(a) The amounts that they personally will gain,
(b) The probability of bad behaviour being discovered, and
(c) The extent to which their actions are tolerated or encouraged in corporate culture.
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1: SCOPE OF CORPORATE GOVERNANCE
3.4 The implications of transaction cost theory are that management tend to play safe, and
concentrate on easily understood markets and individual transactions they can easily
control. The focus on low-risk activities may discourage potential investors who are looking
for a large return. Alternatively shareholders dissatisfied with low profits may seek greater
involvement in governance.
3.5 This extends the idea of the agency problem. It explains why the agency problem is more
severe the larger an organisation becomes.
4.3 Mendelow classifies stakeholders on a matrix [below] whose axes are power held and
likelihood of showing an interest in the organisation’s activities. These factors will help
define the type of relationship the organisation should seek with its stakeholders, and how it
should view their concerns.
Level of interest
Low High
Low
High
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1: SCOPE OF CORPORATE GOVERNANCE
4.5 Passive stakeholders may still be interested and powerful. If corporate governance
arrangements are to develop still further, there may be a need for powerful, passive
stakeholders (eg institutional investors) to take a more active role.
Required
Discuss the importance to an organisation of recognising its stakeholders when making significant
strategic decisions. (Q4b Dec 2012) (8 marks)
Solution
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1: SCOPE OF CORPORATE GOVERNANCE
4.7 Some commentators have tried to reconcile stakeholder and agency theory by arguing that
managers are stakeholders, responsible as agents to all other stakeholders. However
stakeholders have divergent interests that may be difficult to reconcile, this does not absolve
management from at least trying to reconcile their interests.
4.8 There are two fundamentally different motivations for considering stakeholders.
(a) The instrumental view justifies considering stakeholders because of the economic
benefits to the company [Milton Friedman].
(b) The normative view is based on the idea that the company has moral obligations
towards stakeholders.
5.2 Major issues pertaining to corporate governance that could arise in any exam question are
illustrated below.
Fiduciary
Compulsory
duties of
voluntary
directors
best practice Directors
remuneration
and reward
Corporate social
responsibility
Board
MAJOR composition
ISSUES and balance
Business
ethics
Reliability
Rights and of financial
responsibilities reporting
Risk management
of shareholders
and internal
control
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1: SCOPE OF CORPORATE GOVERNANCE
6 Chapter summary
Section Topic Summary
23
1: SCOPE OF CORPORATE GOVERNANCE
END OF CHAPTER
24
Approaches to corporate
governance
25
2: APPROACHES TO CORPORATE GOVERNANCE
Overview
Approaches to corporate
governance
26
2: APPROACHES TO CORPORATE GOVERNANCE
1 Principles or rules?
1.1 The big debate about corporate governance globally is whether the guidance should in the
form of principles or detailed rules and regulations.
Principles-based approach Rules-based approach
Features Sets out broad principles (eg 'The Organisations are required to
Board should be effective') comply with a detailed and rigid
supported by guidance. code.
Works on a comply or explain Non-compliance cannot be
basis, with any departure from the justified. A company has either
specific provisions of codes succeeded or failed in complying.
requiring an explanation
Allows investors to decide if they Investors tend to rely on a third
agree that departure from the code party (eg SEC) to penalise the
is appropriate company for non-compliance.
Benefits Allows for greater flexibility and Easier compliance with the rules,
potential cost savings as they are unambiguous, and can
Applies across different legal be evidenced
jurisdictions, which makes the Provides a consistent minimum
governance of a multi-national standard of governance for
business more effective investors confidence
Forces both boards and
shareholders to think about the
consequence of governance
arrangements
Disadvantages The principles are so broad that Allows no leeway or deviation,
they are of very little use as a irrespective of how illogical the
guide to best corporate situation is.
governance practice. Enforcement can be difficult for
Investors cannot be confident of situations that are not covered
consistency in approach explicitly in the rules.
Incorrectly viewed as voluntary
Where you find Favoured in legal jurisdictions Favoured in legal jurisdictions (and
them where the governing bodies of cultures) that lay great emphasis
stock markets have had the prime on obeying the letter of the law
role in setting standards for rather than the spirit of it.
companies to follow.
Examples UK Corporate Governance Code USA Sarbanes-Oxley Act 2002
2010 (SOx)
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2: APPROACHES TO CORPORATE GOVERNANCE
Insider systems
2.2 Insider (or relationship-based) systems are where most companies listed on the local stock
exchange are owned and controlled by a small number of major shareholders. The
shareholders may be members of the company’s founding families, banks, other companies
or the government.
2.3 The reason for the concentration of share ownership is the legal system.
Advantages Disadvantages
It is easier to establish ties between owners There may be discrimination against
and managers; therefore the agency minority shareholders.
problem is reduced.
It is easier to influence management, policy Insider systems tend not to develop more
and strategy through dialogue. formal governance structures until they are
forced to.
A smaller base of shareholders may be May be reluctant to employ outsiders in
more willing to take a long-term strategic influential positions and recruit independent
view of their investment. non-executive directors.
More prone to opaque financial
transactions and misuse of funds.
Many large shareholders (particularly
financial institutions) tend to avoid shares
that are seen as speculative and invest only
in 'blue chip' shares.
Outsider systems
2.4 Outsider systems are ones where shareholding is more widely dispersed, and there is the
manager-ownership separation. Such shareholders can be drawn from varied and
disparate sources and can have both small and large holdings.
2.5 There tends to be more diverse shareholder ownership in jurisdictions such as the UK that
have strong protection for non-controlling (minority) interests.
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2: APPROACHES TO CORPORATE GOVERNANCE
Advantages Disadvantages
The separation of ownership and Companies are more likely to have an
management has provided an impetus for agency problem and significant agency
the development of more robust legal and costs.
governance regimes to protect
shareholders.
Shareholders have voting rights that they The larger shareholders in these regimes
can use to exercise control. tend to have short-term priorities and prefer
to sell their shares.
Hostile takeovers are far more frequent,
and the threat of these acts as a
disciplining mechanism on company
management.
2.6 British and American systems can both be classified as outsider systems.
Required
Discuss the impact of the following factors on the development of corporate governance codes,
rules and laws in recent years.
Solution
Globalisation
Foreign investment
Financial reporting
Local culture
Corporate scandals
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2: APPROACHES TO CORPORATE GOVERNANCE
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2: APPROACHES TO CORPORATE GOVERNANCE
OECD
Interest in governance arises from global
investment issues
Wide consultation with members
Published principles of corporate governance
– Rights of shareholders
– Equitable treatment of shareholders
– Role of stakeholders
– Disclosure and transparency
– Board responsibilities
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2: APPROACHES TO CORPORATE GOVERNANCE
Required
'The goal of international codes of corporate governance should be the development of a universal
set of rules.' Evaluate this attitude towards corporate governance.
Solution
Evaluate
For 'international codes should be developing universal rules'
32
2: APPROACHES TO CORPORATE GOVERNANCE
33
2: APPROACHES TO CORPORATE GOVERNANCE
34
2: APPROACHES TO CORPORATE GOVERNANCE
Required
Discuss the following questions when considering factors that could influence public sector policy.
Solution
What are the priorities? Health, education and welfare ('from the cradle to the grave')
Influence of taxpayers who do not use services they still have to pay for?
Does privatisation play a positive role in helping economies to deliver public sector provision?
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2: APPROACHES TO CORPORATE GOVERNANCE
7 Chapter summary
Section Topic Summary
END OF CHAPTER
36
Achievement Ladder Step 1
You have now covered the Topic that will be assessed in Step 1 of your Achievement Ladder.
It is vital in terms of your progress towards ‘exam readiness’ that you attempt this Step in the near future.
You will receive feedback on your performance, and you can use the wide range of online resources and
ongoing BPP support to help address any improvement areas. This will help you to tailor your learning
exactly to your own individual requirements.
Course notes
Topic name Subtopic/Chapter name
chapter
Scope of corporate
Scope of corporate governance 1
governance
Approaches to corporate
Approaches to corporate governance 2
governance
37
Achievement Ladder
38
Corporate governance
practice and reporting
39
3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
Overview
Corporate governance
practice and reporting
Remuneration Governance
disclosures
40
3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
2 Effectiveness of boards
2.1 To remain effective, directors should extend their knowledge and skills continuously.
2.2 Significant issues that professional development should cover on a regular basis include:
Strategic
planning
Audit
practice and Financial
procedures management
TRAINING AND
Legal and DEVELOPMENT
regulatory
issues Human
resource
issues
Risk
management Corporate
governance
2.3 An appraisal of the board's performance is an important control over it, aimed at improving
board effectiveness, maximising strengths and tackling weaknesses. It should be seen as
an essential part of the feedback process within the company and may prompt the board to
change its methods and/or objectives.
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3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
2.4 All directors should be individually appraised; criteria that could be applied include:
Independent
and
innovative
thinking
Continuous Familiarity
professional with business
development and industry
information
APPRAISAL
CRITERIA
Contribution Active
towards participation
business in all
development business
Positive and
enthusiastic
committee
work
Solution
42
3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
43
3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
44
3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
Required
Assess the benefits of the separation of the roles of chief executive and chairman and explain how
‘accountability to shareholders’ is increased by the separation of these roles. (12 marks)
(Q3b Dec 2007 exam)
Solution
Assessment of benefits. The examiner’s mark scheme allowed a maximum of 10 marks for the
first part of the requirement.
1
Accountability to shareholders
45
3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
3.3 Many companies operate a series of board sub-committees responsible for supervising
specific aspects of governance. The main board committees are:
4 Non-executive directors
4.1 Non-executive directors (NEDs) have no executive (managerial) responsibilities or power.
Their primary function is to consider and safeguard the interests of shareholders.
4.2 NEDs have a key role in reducing conflicts of interest between management (including
executive directors) and shareholders by providing balance to the board. They bring an
independent viewpoint as they are not full time employees.
4.4 The main advantages of bringing NED's onto a board are as follows:
External expertise and experience
Wider perspective
Independent and objective view
Compliance with corporate governance codes
Assurance to, and confidence for, 3rd parties.
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3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
4.5 The key problems with NED's tend to centre around two issues:
Lack of true independence
Lack of effectiveness.
Required
Explain reasons why NEDs may not be sufficiently independent or effective.
Recommend ways in which organisations can attempt to overcome both these problems.
Solution
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3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
5.2 In some countries (eg Germany) the board is split into multi-tiers, separating the executive
from other directors (and senior management). This structure is also common in not-for-
profit organisations.
Required
Evaluate the case for and against operating a two-tier board structure. (8 marks)
Solution
For
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3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
Against
6 Directors' remuneration
6.1 The purpose of directors’ remuneration is to be sufficient to:
(a) Attract and retain individuals of sufficient calibre, and
(b) Motivate them to achieve performance levels that are in the shareholders’ best
interests as well as their own personal interests.
6.2 The Remuneration Committee determines the organisation's general policy on the
remuneration of executive directors, which according to the UK Code should involve:
(a) A significant proportion of rewards being related to measurable business
performance or enhanced shareholder value.
(b) Full transparency of directors' remuneration in the annual accounts.
(c) Taking account of the position of the company relative to other similar companies.
However the UK Code also notes 'the risk of an upward ratchet of remuneration levels
with no corresponding improvement in performance' and the need to be sensitive to
pay conditions within the company.
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3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
Required
Explain and assess the effect of various components of remuneration packages on directors’
behaviour.
Solution
Basic Salary
Benefits
Pensions
Shares
Share Options
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3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
6.3 In order for the financial statements to present an accurate picture of remuneration
arrangements, the annual report would need to disclose:
(a) Remuneration policy
(b) Detailed arrangements for individual directors
(c) Performance conditions attached to remuneration packages
(d) The duration of contracts with directors, and notice periods and termination payments
under such contracts.
7 Governance disclosures
7.1 Annual reports should disclose whether the organisation has complied with governance
regulations and codes.
An operating
Information and financial
Environmental about the review (OFR)
reporting board of
directors
Details of relations
A statement on with auditors
relations and including reasons
dialogue with for change
shareholders
A statement that the
directors have
reviewed the
effectiveness of
internal controls
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3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
Lecture example 6
Suggest some key elements to be included in:
'Information about the board of directors.'
'A statement on relations and dialogue with shareholders.'
Solution
'Information about the board of directors.'
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3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
8 Chapter summary
Section Topic Summary
1 The role of the board The board act as agents for the shareholders. They
provide leadership and establish strategies to ensure
that the company achieves its objectives.
2 Effectiveness of boards The first principle in the UK Code is that the board
should be effective. This requires training and
development of board members and appraisal of the
performance of the whole board and of individual
members.
3 Board membership and The board should be balanced. The Chairman of the
roles board runs the board and the CEO who should be a
different person runs the company.
4 Non-executive directors NEDs are not involved in the day to day running of
the company. Ideally they should be independent.
They have four main roles; scrutinising the decisions
and disclosures of the board; advising objectively on
strategy, risk and people (remuneration and
nominations).
5 Unitary and multi-tier A single board can speed up decision making and
boards ensure uniformity of authority and responsibility.
Multi-tier boards are common in continental Europe
and are a good way of widening participation in
strategic decisions. The supervisory board often
includes employee or union representatives.
6 Directors’ remuneration Basic salary, benefits and pensions are not related to
performance and should be sufficient to recruit and
retain the right people.
Performance Related Remuneration should be
designed to align the director’s interests to the
objectives of the company. They can relate to KPIs.
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3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
END OF CHAPTER
54
Achievement Ladder Step 2
You have now covered the Topics that will be assessed in Step 2 of your Achievement Ladder. This
mainly focuses on the shaded topics below but will also include some recap questions on earlier
topics.
It is vital in terms of your progress towards ‘exam readiness’ that you attempt this Step in the near future.
You will receive feedback on your performance, and you can use the wide range of online resources and
ongoing BPP support to help address any improvement areas. This will help you to tailor your learning
exactly to your own individual requirements.
Course notes
Topic name Subtopic/Chapter name
chapter
Scope of corporate
Scope of corporate governance 1
governance
Approaches to corporate
Approaches to corporate governance 2
governance
Corporate governance Corporate governance practice and
3
practice and reporting reporting
55
Achievement Ladder
56
Internal control systems
57
4: INTERNAL CONTROL SYSTEMS
Overview
Frameworks
Objectives
Elements
58
4: INTERNAL CONTROL SYSTEMS
1.2 The two main sources of guidance on internal controls are contained in COSO (The
Committee of Sponsoring Organisations of the Treadway Commission) and Turnbull (The
Turnbull Report).
1.3 COSO has the support of the Securities and Exchange Commission (SEC) which is the
body in charge of implementing and enforcing the Sarbanes Oxley (SOx) legislation in the
USA. It is therefore most relevant to those companies following the SOx rules on internal
controls.
1.4 The UK Turnbull Report was commissioned in order to give guidance to companies
following the principles of the UK’s 2010 Corporate Governance Code. Principle C2 of the
Code is that 'The Board should maintain sound risk management and internal control
systems'.
Turnbull
A company’s system of internal control has a key role in the management of risks that
are significant to the fulfilment of its business objectives.
Since profits are in part the reward for successful risk taking, the purpose of internal
controls is to manage and control risk appropriately rather than to eliminate it.
Effectiveness and efficiency of operations.
Ensure the reliability of internal and external reporting.
Assist compliance with laws and regulations.
Safeguard the shareholders’ investment and the company’s assets.
2.2 More practically, internal controls should help organisations to counter risk, maintain the
quality of financial reporting and ensure compliance.
2.3 They provide reasonable assurance that organisations will achieve their objectives.
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4: INTERNAL CONTROL SYSTEMS
Appendix B gives some background information about the UK high street retailer Marks and
Spencer (M&S).
Required
Evaluate the importance of effective internal controls to different stakeholder groups for a large
retail organisation such as M&S.
Solution
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4: INTERNAL CONTROL SYSTEMS
COSO Turnbull
3.2 COSO uses a diagram called the COSO Enterprise Risk Management (ERM) cube to
describe how the elements of the framework, the objectives of the framework and the levels
of an organisation fit together.
While the COSO cube is unlikely to be examined in detail, it does provide a framework for
identifying and managing risk.
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4 Chapter summary
Section Topic Summary
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END OF CHAPTER
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Risk attitudes and
internal environment
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5: RISK ATTITUDES AND INTERNAL ENVIRONMENT
Overview
Control environment
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5: RISK ATTITUDES AND INTERNAL ENVIRONMENT
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1.3 COSO identifies the following factors which constitute the control environment:
(a) Corporate culture or tone of the organisation
(b) Management style including risk management philosophy
(c) Organisational structure
(d) Risk appetite
(e) Integrity and ethical values
1.4 Turnbull considers the following when reviewing the control environment:
(a) Senior management commitment
(b) Clear strategy
(c) Strong business culture
(d) Clear definition of authority, responsibility and accountability
(e) Effective internal communication, adequate knowledge, skills and resources
1.5 Control procedures, which comprise the detailed controls at lower levels are covered in
Chapter 7.
1.6 When assessing an effective internal control system, an organisation should consider both
the control environment and the control procedures.
2 Objective setting
2.1 Objectives for an organisation should help deliver an organisation's strategy, and they
should be consistent with its risk appetite.
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5: RISK ATTITUDES AND INTERNAL ENVIRONMENT
3.2 Risk appetite is a measure of a company's capacity and willingness to accept different risks.
Required
Suggest some reasons why organisations face risks on a daily basis.
Consider why organisations might seek to increase the risk they face.
Solution
4.2 They are likely to react adversely if a company does not conform to their expectations.
4.3 The attitude of some stakeholder groups to risk could have an influence on the company’s
strategy. These groups are:
(a) Shareholders
(b) Debt providers
(c) Employees
(d) Customers
(e) Government, regulatory and other bodies.
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5: RISK ATTITUDES AND INTERNAL ENVIRONMENT
Appendix B gives some background information about M&S. Different stakeholder groups can
affect or be affected by the risk management strategy at M&S.
Required
For each stakeholder group evaluate their attitude towards risk-taking by the company.
Solution
Shareholders
Debt providers
Employees
Customers
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5: RISK ATTITUDES AND INTERNAL ENVIRONMENT
5.2 The Turnbull guidance is 'based on the adoption by a company’s board of a risk based
approach to establishing a sound system of internal control'.
6 Embedding risk
6.1 Risk should be embedded in the company’s:
(a) Systems and procedures;
(b) Culture and values.
Required
Recommend practical ways in which risk awareness can be embedded in an organisation at
different levels.
Solution
68
5: RISK ATTITUDES AND INTERNAL ENVIRONMENT
7.2 The board may choose to delegate responsibility to line management or a separate risk
management function.
7.3 A risk committee could also be set up, and can include both executive and non-executive
directors.
7.4 If there is no risk committee, the audit committee will take responsibility for risk
management.
Required
Construct an argument for setting up a risk committee that:
Solution
(a) Is staffed by executive directors
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5: RISK ATTITUDES AND INTERNAL ENVIRONMENT
Required
Identify some tasks which a risk committee should fulfil.
Solution
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5: RISK ATTITUDES AND INTERNAL ENVIRONMENT
8 Chapter summary
Section Topic Summary
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5: RISK ATTITUDES AND INTERNAL ENVIRONMENT
END OF CHAPTER
72
Risks
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6: RISKS
Overview
Risks
Part of COSO
Scope Function
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6: RISKS
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1 Event identification
1.1 The diagram above illustrates how risk identification fits into the COSO ERM framework.
1.3 Risks once identified can be included within the firm’s risk register and kept under review.
2 Risk events
2.1 A key aspect of risk identification emphasised in the COSO ERM Framework is the
identification of events that could impact upon implementation of strategy or achievement of
a firm’s objectives.
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3 Categorising risk
3.1 Risks can be categorised by scope or function.
3.2 An advantage of analysing risks by scope, separating them into strategic and operational
risks is to ensure they are considered by the most appropriate level of management. Some
organisations choose to maintain separate risk registers for strategic and operational risks.
3.3 An advantage of categorising risk by function is that they can be analysed and managed by
managers with appropriate technical expertise. For example legal risks will be managed by
a legal department.
4.2 The most significant risks are focused on the impact they would have on the company's
ability to survive in the long term.
Required
Give an example of each of the following 'strategic' risk categories:
Solution
Technology
Product
Resources
Competition
Investment
Reputation
4.3 The main differences between strategic and operational risks relate to:
(a) Scope of impact
(b) Source of risk
(c) Duration of impact
(d) Scale of financial and resource consequences
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6: RISKS
4.4 Operational risk is the risk of loss from a failure of internal business and control processes
and will affect day to day operations.
4.5 Operational risk includes losses arising from:
(a) Internal control
(b) Audit inadequacies
(c) Human errors
(d) Fraud
(e) Business interruption
(f) Loss of key personnel
5 Classification of risk
5.1 There are many different types of risks faced by organisations, particularly those with
commercial or international activities.
Required
Explain the following types of risk using an example if appropriate.
Solution
Market risk
Credit risk
Liquidity risk
Legal risk
Reputation risk
Derivatives risk
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6: RISKS
Financial Legal
Physical
Product Political
Economic
Property (inc RISK
intellectual) CLASSIFICATION
Environmental
Fraud
Technological
Organisational
Knowledge
Reputation management
Trade (inc
FOREX)
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6 Chapter summary
Section Topic Summary
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6: RISKS
END OF CHAPTER
80
Achievement Ladder Step 3
You have now covered the Topics that will be assessed in Step 3 of your Achievement Ladder. This
mainly focuses on the shaded topics below but will also include some recap questions on earlier
topics.
It is vital in terms of your progress towards ‘exam readiness’ that you attempt this Step in the near future.
You will receive feedback on your performance, and you can use the wide range of online resources and
ongoing BPP support to help address any improvement areas. This will help you to tailor your learning
exactly to your own individual requirements.
Course notes
Topic name Subtopic/Chapter name
chapter
Scope of corporate
Scope of corporate governance 1
governance
Approaches to corporate
Approaches to corporate governance 2
governance
Corporate governance Corporate governance practice and
3
practice and reporting reporting
Internal control and risk Internal control systems 4
attitudes Risk attitudes and internal environment 5
Risks Risks 6
81
Achievement Ladder
82
Risk assessment and
response
83
7: RISK ASSESSMENT AND RESPONSE
Overview
Risk assessment
Risk profiling
Risk quantification
Risk consolidation
Risk response
Control procedures
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Monitoring Activities
1 Risk assessment
1.1 The COSO cube broadly identifies key steps of assessing risks.
1.3 Types and categories of risks that an organisation might face were identified in Chapter 6.
1.4 When deciding on a process for assessing risk an organisation needs to consider:
(a) Who should do it?
(b) How it should be done?
(c) How often it should be done?
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7: RISK ASSESSMENT AND RESPONSE
Required
Identify some ideas to answer the questions identified above.
Solution
(a) Who?
(b) How?
2 Risk profiling
2.1 Having assessed the risk it can be mapped onto a grid of impact and likelihood
High
Likelihood
Low
Low High
Impact
2.2 The risk tolerance boundary reflects the company’s risk appetite.
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2.3 The risk profile allows the company to prioritise its treatment of different risks. It may choose
to spend less on managing one risk in order to release funds to manage another more
effectively.
3 Risk quantification
3.1 Risks that require more analysis will be quantified, where possible results and losses are
considered.
3.2 Techniques for carrying out risk quantification include sensitivity analysis and accounting
ratios. Although unlikely to be directly tested in the exam understanding the quantifiable
effect on business is key to scoring good marks.
Calcit is a company hoping to launch a new product. The initial investment of $6m will generate
revenues of $5m in each of the next two years. The variable costs are expected to be $1.5m per
annum in the next two years. Calcit’s cost of capital is 8%.
Required
Assess whether the project is more sensitive to the risks associated with variable costs or price.
Solution
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7: RISK ASSESSMENT AND RESPONSE
4 Risk consolidation
4.1 Risks are summarised in order to report them to senior management.
4.2 Risk consolidation will also incorporate portfolio management. Consolidating risks together
may reduce overall risk because of diversification.
4.3 Risks will need to be considered in conjunction with other risks which may provide a hedge
against them.
4.4 Senior managers will need to judge the priority of different risks, ensure that risk
management is aligned with the company’s objectives and with its risk appetite.
5 Risk response
5.1 In order to deal with risk, organisations will consider:
Risk Transfer
Risk Avoidance
Risk Reduction
Risk Acceptance
Low
ACCEPT TRANSFER
Likelihood
(frequency)
5.4 Some businesses face risks which are high likelihood and high consequence. If this arises
out of their core business they are unlikely to avoid it. The concept of ALARP (as low as
reasonably possible) is a way of considering the trade off between the costs of mitigating
the risk and the assessment of the risk.
5.5 The level of risk considered ‘as low as reasonably practicable’ may be a good compromise.
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Among the risks that M&S faces you may have identified the following:
(a) Theft of inventory
(b) Under/overstocking specific lines from the women’s fashion ranges
(c) Failure of the EFTPOS system (the technology to record credit and debit card transactions
electronically and to maintain the computerised inventory records)
(d) An economic downturn resulting in lower rates of sales growth.
(e) New competitor undercutting on price
Required
Assess each risk and discuss an appropriate strategy for responding to the risk.
Solution
5.6 The risk management process helps organisations to prioritise their risks but cannot
eliminate them altogether: usually gross risks (risks without any mitigation) and residual
risks (risks that remain once management action has been taken to address them) are
compared to assess how effective such risk response action has been.
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6.2 You could use the mnemonic SPAMSOAP to help generate ideas for specific controls.
Segregation of duties, with no one person having total control of an area eg the
chairman/CEO roles should be split (Cadbury)
Physical measures to secure the custody of assets eg access control to buildings
Authorisation and approval of all business activities by appropriate persons
eg non-executive directors to decide directors’ pay and sit on a remuneration committee
Management should provide control through analysis and review of accounts eg tasking
internal audit
Supervision of the recording and operations of day-to-day transactions eg budget
monitoring through exception or variance reports
Organisation identifies reporting lines, levels of authority and responsibility. This ensures
everyone is aware of their control (and other) responsibilities, especially in ensuring
adherence to management policies eg enabling named staff to act independently within
areas of delegated power
Arithmetical and accounting to check the correct and accurate recording and processing of
transactions eg bank account reconciliation
Personnel Attention should be given to selection, training and qualifications of personnel,
as well as personal qualities eg checking reference during a recruitment process.
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7 Chapter summary
Section Topic Summary
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END OF CHAPTER
92
Information,
communication and
monitoring
Overview
Information
Risk manager
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Control Activities
Monitoring Activities
1 Information
1.1 In order to fulfil their duties effectively the board of directors (and sub committees) need a
wide range of information.
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Required
Suggest some sources of information directors could use under the following headings.
Internal External
Formal
Informal
2 Communication
2.1 The board must make sure that staff abilities and attitudes are suitable, and that everyone
has access to appropriate organisational information.
Lecture example 2
Required
Suggest ways in which directors can both inform and influence staff.
Solution
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3 Monitoring
3.1 The board of directors is responsible for the company’s system of internal control. This
includes doing the following:
(a) Setting appropriate policies
(b) Seeking regular assurance
(c) Ensuring effective risk management.
3.2 In determining policies for internal control the board should consider:
(a) The nature and extent of risks
(b) The extent of acceptable risks
(c) The categories of acceptable risk
(d) The likelihood of the risk materialising
(e) The company’s ability to reduce the incidence and impact of risks
(f) The cost of operating particular control relative to the benefits.
3.3 It is the role of management to implement board policies on risk and control:
(a) Identify and evaluate risks;
(b) Operate the system of internal control;
(c) Monitor the effectiveness of the system of internal control.
3.4 All employees have responsibility for internal controls as part of their accountability for
achieving objectives.
Audit committee
3.5 The board should establish an audit committee of at least three (two in the case of smaller
companies) members, who should all be independent non-executive directors. The board
may delegate some of its duties to the Audit Committee (and the Risk Committee).
3.6 The board should satisfy itself that at least one member of the audit committee has recent
and relevant financial experience. (Under SOX having fulfilled the role of CEO is not
sufficient experience to qualify as the financial expert on the audit committee.)
3.7 The audit committee should have written terms of reference. Under SOX this is referred to
as the Audit Committee Charter.
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3.9 The audit committee is the body responsible for whistleblower procedures within the
company. They have to ensure that any problems will be brought to their attention.
3.10 As part of their role of monitoring internal audit, the audit committee should carry out a
formal annual review of internal audit. If there is no internal audit function present, the audit
committee should consider annually whether there is still no need for internal audit or if one
might now be required.
3.11 According to Turnbull the factors that will influence this decision are:
£$¥€
3.12 The Turnbull Report states that listed companies without an internal audit function should
annually review the need to have one.
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Internal audit
3.13 Internal audit is a form of control put in place by the board in order to help achieve the
company’s objectives.
3.14 Internal audit is an important part of the internal control system and it can therefore be
regarded as having the same objectives as the rest of the internal control system: ie
safeguarding assets; economy, efficiency & effectiveness of operations; reporting; and
compliance.
3.15 The internal audit department reports to the audit committee who will carry out an annual
review of the internal audit function covering:
(a) Scope of work
(b) Authority
(c) Independence
(d) Resources
3.16 As well as the objectives listed at 3.14 above the scope of the work performed by internal
audit can include:
(a) Risk management processes
(b) Value for money audits
(c) Attainment of company goals and objectives
3.17 To ensure the internal audit department has sufficient authority, the audit committee will
consider whether the terms of reference of the internal audit department are sufficiently
broad and whether the reports produced by the internal audit department have been
reviewed and action taken.
3.18 The audit committee will need to ensure that the internal audit department is adequately
resourced in terms of hours, physical resources and appropriate knowledge, skills and
experience.
4 Risk committee
4.1 The risk committee may include executive and non-executive directors. It is often chaired by
the company’s CEO. The risk committee was covered in detail in Chapter 5.
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5 Risk manager
5.1 A risk manager needs to combine technical skills in credit, market and operational risk with
leadership and persuasive skills.
6 External reporting
6.1 The board is responsible for reporting on risk and internal control to shareholders. It does
this annually in the Annual Report and at the AGM.
6.2 Directors are required to report annually on risk and internal controls.
6.3 To fulfil their obligations directors should regularly review the adequacy of internal controls
considering:
(a) Changes since the last formal review
(b) The company’s ability to respond to changes in the business environment
(c) The scope and quality of management monitoring (including internal audit)
(d) The extent and frequency of reports to the board
(e) Significant controls failing or weaknesses
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Solution
(The following checklist contains all the elements required by Turnbull and the UK Corporate
Governance Code.)
Report Contents
The existence of a process for managing risk
How the board has reviewed the effectiveness of the process
That the process accords with the guidance
Formally acknowledge the boards responsibility for internal control and review
An explanation that the system manages but does not eliminate risk
A summary of the process for reviewing internal controls
Information about material weaknesses
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7 Chapter summary
Section Topic Summary
END OF CHAPTER
102
Achievement Ladder Step 4
You have now covered the Topics that will be assessed in Step 4 of your Achievement Ladder. This
mainly focuses on the shaded topics below but will also include some recap questions on earlier
topics. As a reminder, Step 4 must be completed and submitted in order to be able to qualify for Pass
Assurance. It is Written Assessment 1 and can also be found at the back of these course notes.
It is vital in terms of your progress towards ‘exam readiness’ that you attempt this Step in the near future.
You will receive feedback on your performance, and you can use the wide range of online resources and
ongoing BPP support to help address any improvement areas. This will help you to tailor your learning
exactly to your own individual requirements.
Course notes
Topic name Subtopic/Chapter name
chapter
Scope of corporate
Scope of corporate governance 1
governance
Approaches to corporate
Approaches to corporate governance 2
governance
Corporate governance Corporate governance practice and
3
practice and reporting reporting
Internal control and risk Internal control systems 4
attitudes Risk attitudes and internal environment 5
Risks Risks 6
Risk assessment and
Risk assessment and response 7
response
Information, communication Information, communication and
8
and monitoring monitoring
103
Achievement Ladder
104
Personal ethics
105
9: PERSONAL ETHICS
Overview
Personal ethics
Ethics
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1 Ethical theories
1.1 Ethics is:
(a) Concerned with right and wrong, and how conduct is judged to be good or bad.
(b) About how we should live our lives and, how we should behave towards other people.
(c) Relevant to all forms of human activity, including the business world.
(d) Problematic in business where the primary purpose is material gain.
Ethical absolutism
1.2 Absolutism is the view that there is an unchanging set of ethical principles that will apply in
all situations, at all times and in all societies.
1.5 Relativism recognises the differences that exist between the rules of behaviour prevailing in
different cultures. This is clearly a matter of significance in the context of international
business and recognises that ethical opinions may change over time.
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Required
Examine the relative merits and demerits of adopting an ethically relativist approach in business?
[8 marks]
Solution
Deontological ethics
1.7 Deontology is concerned with the application of universal ethical principles in order to arrive
at rules of conduct. Deontology lays down criteria by which actions may be judged in
advance [Emmanuel Kant].
1.8 Deontology tests actions and establishes where your duty lies based on:
(a) Applying the rule universally and consistently.
(b) Rules should respect human dignity.
1.9 A criticism of deontological ethics is that you cannot take actions in a vacuum and must
have regard for their consequences. However, we cannot always know what the
consequences of our actions would be.
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1.13 This viewpoint is helpful in business situations where a range of perspectives have to be
understood in order to establish a course of action. It emphasises the importance of morality
as a social phenomenon; that some rules and arrangements need to be established for us to
live together and we therefore need a good understanding of the different moralities that we
will encounter.
Required
Identify some factors that will influence both an organisation's and an individual's ethical
perspective.
Solution
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2.2 They show the reasoning process of individuals; it is possible that individuals at different
levels will make the same moral decisions, but they will do so as a result of different
reasoning processes.
2.3 Kohlberg emphasises how the decision is reached, not what is decided.
Level 1 Pre-conventional
Obedience and Punishment: suggests that obedience is
compelled by the threat or application of punishment
Individualism, Instrumentalism, and Exchange considers that
right behaviour means acting in one's own best interests
Level 2 Conventional
Peer pressure view; is an attitude that seeks to do what will gain
the approval of others
Law and Order means abiding by the law and responding to the
obligations of duty
Level 3 Post-conventional
Social Contract is an understanding of social mutuality and a
genuine interest in the welfare of others
Principled conscience is based on respect for universal
principles and the demands of individual conscience
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GSA is a listed pharmaceutical company that operates across different countries but has its
headquarters in a European country. The company is considering the extension of one of its
production facilities but this will require the compulsory purchase of local houses for demolition in
order to accommodate the necessary building work. The new facility will be working on creating a
new chemical that is expected to significantly improve water purification in under-developed
countries. Home-owners have been approached for their initial responses about this proposal
before it is debated by the GSA board.
Required
(a) Recommend how home-owners would respond using Deontological and both forms of
Teleological ethical principles.
Following some consultation, the decision to obtain a compulsory purchase order for land and
homes is adopted by the board despite mixed reactions from those affected. At a meeting of local
residents, three home-owners presented their views:
Bal pointed out that regardless of what the residents may want, they have an obligation to
under-developed countries to support this initiative and relocate.
Uwe said that it is 'just capitalism at work here' and people should accept it. He will be
pushing for the company to pay him as much money as possible for his house, which he
knows is in a poor state of repair but which he hopes will be overlooked.
Ming is a corporate lawyer who has obtained details of case law that sets a precedent about
how such compulsory purchase orders should be approached by both companies and
residents – she suggest that this approach is followed regardless of what home-owners
want.
Required
(b) Using the Kohlberg model, explain which level each of the three residents is operating at.
Solution
(a) Deontological
Teleological
(b) Bal
Uwe
Ming
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GSA is a listed pharmaceutical company that operates across different countries but has its
headquarters in a European country. In general terms it always complies with the law – financial
statements are filed on time, employee and sales taxes are paid over to the local tax authority –
but despite the parent company recording high operating profits, it recently paid a very low level of
corporate tax due to apparent loopholes in the legislation (sometimes referred to as 'legal tax
avoidance'). This became a controversial news story and led to calls for a boycott of the company’s
products unless they voluntarily paid more corporate tax. GSA’s Chief Executive Martyn Rice
agreed to respond to the media on behalf of the board.
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Required
(a) Recommend a response for the Chief Executive to make from the perspective of Absolutist
and Relativist ethical principles.
(b) Assess the proposal to make no voluntary payment of corporate tax by the company using:
(i) The AAA model
(ii) Tucker’s 5 questions
Solution
(a) Absolutist
Relativist
(c) What are the norms, principles and values related to the case?
(e) What is the best course of action that is consistent with the norms, principles
and values identified?
(ii) Tucker
(a) Profitable?
(b) Legal?
(c) Fair and equitable?
(d) Right, which is prone to subjective judgement?
(e) Sustainable or environmentally sound?
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4 Chapter summary
Section Topic Summary
END OF CHAPTER
114
Achievement Ladder Step 5
You have now covered the Topics that will be assessed in Step 5 in your Achievement Ladder. This
mainly focuses on the shaded topics below but will also include some recap questions on earlier
topics.
It is vital in terms of your progress towards ‘exam readiness’ that you attempt this Step in the near future.
You will receive feedback on your performance, and you can use the wide range of online resources and
ongoing BPP support to help address any improvement areas. This will help you to tailor your learning
exactly to your own individual requirements.
Course notes
Topic name Subtopic/Chapter name
chapter
Scope of corporate
Scope of corporate governance 1
governance
Approaches to corporate
Approaches to corporate governance 2
governance
Corporate governance Corporate governance practice and
3
practice and reporting reporting
Internal control and risk Internal control systems 4
attitudes Risk attitudes and internal environment 5
Risks Risks 6
Risk assessment and
Risk assessment and response 7
response
Information, communication Information, communication and
8
and monitoring monitoring
Personal ethics Personal ethics 9
115
Achievement Ladder
116
Professional ethics
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Overview
Professional ethics
Threats of professional
independence
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1.3 Among the most important obligations for modern professionals is maintaining confidentiality
and upholding ethical standards.
1.4 The public interest is considered to be the collective well-being of the community of people
and institutions the professional accountant serves, including clients, lenders, governments,
employers, employees, investors, the business and financial community and others who rely
on the work of professional accountants (IFAC).
1.6 The financial information included within accounts can have a number of impacts:
1.7 Critics of the accountancy profession emphasise that accountants’ prime role is that of
resource allocation, and thereby they act as agents of capitalism.
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2.2 Ethical codes contain a series of statements setting out the organisation's core values and
explaining how it sees its responsibilities towards its stakeholders. They cover specific areas
such as gifts, anti-competitive behaviour and so on. However, often they do little more than
describe current acceptable practices.
Required
Apart from the use of ethical codes, how else can an organisation aim to control and influence the
ethical behaviour of staff?
Solution
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3.2 The ACCA has published its own Code of Ethics and Conduct for its members, which is
broadly based on the same principles as the IFAC Code.
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3.3 The table below details fundamental principles upon which the code is based. These can be
easily remembered using the PIPCO mnemonic:
Fundamental principles
Professional Members have a continuing duty to maintain professional knowledge
competence and and skill at a level required to ensure that a client or employer
due care receives competent professional service based on current
developments in practice, legislation and techniques. Members
should act diligently and in accordance with applicable technical and
professional standards when providing professional services.
Professional Members should comply with relevant laws and regulations and
behaviour should avoid any action that discredits the profession.
3.4 Safeguards against breach of compliance with the IFAC and ACCA guidance include:
(a) Safeguards created by the profession, legislation or regulation (eg corporate
governance)
(b) Safeguards within the client/ the accountancy firm's own systems and procedures
(c) Educational training and experience requirements for entry into the profession,
together with continuing professional development.
3.5 In the exam you may be required to evaluate the ethical behaviour of a professional
accountant using the fundamental principles (Q1c December 2012)
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Required
Identify some benefits of adopting an ethical code, and recommend how an organisation might go
about developing one.
Solution
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Self-interest threat
4.2 The ACCA Code of Ethics and Conduct highlights a great number of areas in which a self-
interest threat to independence might arise.
Family or close
personal relationships
Lowballing, when a firm
quotes a significantly Contingent fees
lower fee level for an based on the
audit service outcome of a
transaction
SELF INTEREST
THREAT
A partner or
employee on Client lends a material
the board of an sum of money to an
audit client audit firm or member
of audit team
Self-review threat
4.4 Self-review threat is where an audit firm provides services other than audit services to an
audit client (ie providing multiple services). There is a great deal of guidance in the ACCA
and IFAC rules about threats arising from services accountancy firms might provide to their
audit clients.
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Threat Safeguards
If an individual on the audit team Obtaining a quality control review of the
had been recently employed by, or individual’s work on the assignment
otherwise involved with the client,
Discussing the issue with the audit committee
the audit firm should consider the
threat to independence arising Removing the individual from the team
Having custody of an audit client’s Ensuring non-audit team staff are used for these
assets, supervising client roles
employees in the performance of
their normal duties, and preparing Involving an independent professional
source documents on behalf of the accountant to advise
client also pose significant self- Quality control policies on what staff are and are
review threats not allowed to do for clients
Making appropriate disclosures to those charged
with governance
Resigning from the audit engagement
Preparing accounting records and Using staff members other than audit team
financial statements, and then members to carry out work
auditing them
Obtaining client approval for work undertaken
Providing valuation services where Using separate personnel for the valuation and
audited financial statements the audit
comprise figures generated
Second partner review
Advocacy threat
4.5 An advocacy threat arises in certain situations where the audit firm assume the client’s part
in a dispute or somehow acting as their advocate. The most obvious instances of this would
be when a firm acts as an expert witness in a court case.
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Familiarity threat
4.7 Familiarity threat is where independence is jeopardised by the audit firm and its staff
becoming over familiar with the client and its staff. As a result they may become too
sympathetic to their views and interests.
Intimidation threat
4.8 An intimidation threat arises when a professional accountant is deterred from acting
objectively by threats, actual or perceived. Situations which might create intimidation threats
include:
(a) Threats of dismissal
(b) Threats of litigation
(c) Pressure to reduce fees or the extent of work performed
GSA is a listed pharmaceutical company that operates across different countries but has its
headquarters in a European country. You work as a trainee for a small professional firm which has
been asked to act as advisers to GSA. The Finance Director of GSA studied with the engagement
partner so is happy to give him the work, especially as he believes that the firm’s experience in tax
advice can help identify any future tax loopholes. The engagement is very high-profile for your firm,
so it has been offered at a discount to the firm’s normal fees, although you understand that the
GSA board has indicated that it expects fees to stay low as it wants you to act as both internal and
external auditors in order to improve efficiencies.
You are in the corridor about to deliver coffee for a planning meeting between your firm and GSA
when you overhear the end of a conversation between the engagement partner and the Finance
Director in the meeting room: “...obviously, if the tax savings identified are sufficiently imaginative
and creative, there will be a special bonus for you, although this will need to be hushed up to
satisfy those who feel we should all now be acting in the public interest...”
Required
(a) Identify the ethical threats presented in the scenario.
(b) Explain what is meant by the public interest in this case.
(c) Describe the nature of the conversation that you have overheard, including any possible
actions that you feel you may need to take.
Solution
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5 Chapter summary
Section Topic Summary
1 Professions and the Professions and professional bodies have a dual role,
public interest protecting the interests of their members and
protecting the public interest. Professionalism means
avoiding actions which would discredit the
accountancy profession. Acting in the public interest
means acting for the welfare of society as a whole.
This may conflict with detailed professional ethical
duties such as the duty of confidentiality.
2 Corporate codes of Ethical codes set out the company’s core values and
ethics usually contain detailed guidance about issues like
anti-competitive practices and bribes/gifts. To be
effective they need board level commitment,
communicating, monitoring and sanctions.
Failures of codes are that they can contradict actual
practice.
3 IFAC professional code The IFAC code is a principles based code. The
of ethics ACCA’s code is broadly based on the IFAC code.
The fundamental principals are:
– Professional competence and due care
– Integrity
– Professional Behaviour
– Confidentiality
– Objectivity
4 Threats to compliance The threats to independence are: self-interest, self
with the fundamental review, advocacy, association/familiarity and
principles for intimidation. Safeguards are put in place to counter
accountants in practice these threats.
END OF CHAPTER
128
Corporate social
responsibility
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11: CORPORATE SOCIAL RESPONSIBILITY
Overview
Corporate Social
Responsibility
Sustainability and
Environmental Environmental
environmental
management systems reporting & GRI
footprint
Social footprint
Social and
environmental audits
Integrated reporting
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11: CORPORATE SOCIAL RESPONSIBILITY
Proponents of CSR argue that there is a strong business case for considering stakeholders,
whereas critics argue that CSR distracts from the fundamental economic role of businesses.
Required
Identify some arguments supporting the case both for and against CSR. (You may want to
consider what might motivate an interest in CSR.)
Solution
GSA is a listed pharmaceutical company that operates across different countries but has its
headquarters in a European country. In general terms it always complies with the law – financial
statements are filed on time, employee and sales taxes are paid over to the local tax authority –
but despite the parent company recording high operating profits, it recently paid a very low level of
corporate tax due to apparent loopholes in the legislation (sometimes referred to as 'legal tax
avoidance'). This became a controversial news story and led to calls for a boycott of the company’s
products unless they voluntarily paid more corporate tax. GSA’s Chief Executive Martyn Rice
agreed to respond to the media on behalf of the board.
Required
Recommend a response for the Chief Executive to make from each of the seven positions on CSR
suggested by Gray, Owen and Adams.
Solution
Pristine capitalist
Expedient
Social contract
Social ecologists
Socialist
Radical feminist
Deep ecologist
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2 Sustainability
2.1 Sustainability means limiting the use of depleting resources to a level that can be
replenished.
2.2 Sustainable development is development that meets the needs of the present without
compromising the ability of future generations to meet their own needs.
Sustainable
by whom?
Sustainable at Sustainable
what cost? for whom?
SUSTAINABILITY
ISSUES
2.4 A key issue is generational equity, ensuring that future generations are able to enjoy the
same environmental conditions, and in social terms per capita welfare is maintained or
increased.
2.6 Environmental footprint is a measure of the impact that a particular business’s activities
have upon the environment including its resource environment and pollution emissions.
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11: CORPORATE SOCIAL RESPONSIBILITY
3.2 It is the impact on people, society and the wellbeing of communities. Impacts can be
positive such as job creation and community benefits) or negative, such as when a plant
closure increases unemployment and the local community suffers.
Social Accounting
3.3 Social accounting is a concept describing the communication of social and environmental
effects of a company's economic actions to stakeholders.
Solution
People (social)
Planet (environment)
Profit (business)
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11: CORPORATE SOCIAL RESPONSIBILITY
4.2 The main section of the Guidelines sets out the framework of a sustainability report. It
consists of five sections.
1. Vision and strategy. Description of the reporting organisation's strategy with regard
to sustainability, including a statement from the CEO.
2. Profile. Overview of the reporting organisation's structure and operations and of the
scope of the report.
3. Governance structure and management systems. Description of organisational
structure, policies and management systems, including stakeholder engagement
efforts.
4. GRI content index. A table supplied by the reporting organisation identifying where
the information listed in the Guidelines is located within the organisation's annual
report.
5. Performance indicators. Measures of the impact or effect of the reporting
organisation divided into integrated, economic, environmental, and social
performance indicators.
4.4 The company is less able to conceal important information and this helps to reduce the
agency gap between a company’s directors and its shareholders (covered in Chapter 1).
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ISO 14000
5.3 ISO 14000 provides a general framework on which a number of specific standards have
been based (the ISO family of standards).
5.4 ISO 14001 prescribes that an environmental management system must comprise:
(a) An environmental policy statement, which should be the basis for future action. It
needs therefore to be based on reliable data, and allow for the development of
specific targets.
(b) Assessment of environmental aspects and legal and voluntary obligations.
(c) A management system ensuring effective monitoring and reporting on environmental
compliance.
(d) Internal audits and reports to senior management.
(e) A public declaration that ISO 14001 is being complied with.
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11: CORPORATE SOCIAL RESPONSIBILITY
Required
Identify the benefits of an organisation achieving external accreditation for its CSR activities.
Solution
6.4 Environmental audits help organisations to identify possible liabilities from their ongoing
activities, assess the threat of unethical behaviour and even act as a form of marketing for
investors especially sensitive to having environmentally and socially questionable
representation in their portfolios.
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11: CORPORATE SOCIAL RESPONSIBILITY
7.2 Where <IR> differs from other forms of reporting is that it focuses on the process not the
product, using a series of capitals to illustrate how an organisation creates value for all
stakeholders, not just shareholders:
Category of capital Characteristic elements of the category of capital
Financial Funds available for use in production or service provision, obtained
through financing or generated through operations
Manufactured Manufactured physical objects used in production or service
provision; including buildings, equipment, and infrastructure
Human Skills, experience and motivation to innovate:
Alignment and support for an organisation’s governance framework
and ethical values
Ability to understand and implement organisation’s strategies
Loyalties and motivations for improvements
Intellectual Intangible assets, providing competitive advantage:
Patents, copyrights, software and organisation systems
Brand and reputation
Natural Inputs to goods and services, and natural environment on which an
organisation’s activities have an impact:
Water, land, minerals and forests
Biodiversity and health of eco-systems
Social The institutions and relationships established within and between
each community, stakeholder group, and network to enhance
individual and collective well-being.
Includes an organisation’s social licence to operate.
7.3 There are a series of seven guiding principles that <IR> requires to be seen as meaningful:
(i) Strategic and forward-looking
(ii) Connectivity across all relationships that create value
(iii) Stakeholder relationships and how they work to create value
(iv) Materiality, disclosing those matters that substantially affect value creation
(v) Reliability and completeness, avoiding any bias
(vi) Conciseness (to encourage people to read about <IR>)
(vii) Consistent and comparable presentation with other organisations and over time.
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11: CORPORATE SOCIAL RESPONSIBILITY
Required
For each of the following aspects of a company’s operations, suggest the most appropriate form of
<IR> capital that could be used to monitor it.
Solution
Company operations Suggested <IR> capital?
A new computer game to be sold for use across different
platforms – apps, PC and gaming consoles
A term loan for expansion of manufacturing facilities
A publishing company’s printed products
A scheme that allows employees to study for a qualification
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8 Chapter summary
Section Topic Summary
1 Organisations’ ethical There are four different models which identify different
and social positions that can be taken. They broadly cover
responsibility stances stances of narrow economic self interest, wider social
obligations, and a more principled ethical stance
through to a philanthropic position. (Carroll’s CSR)
The other models are: Corporate Citizenship (limited,
equivalent and extended views); Ethical Stances
(Shot-term shareholder, long-term shareholder,
stakeholder and shaper of society); and Gray, Owen
& Adams 7 positions (Pristine Capitalist, Expedient,
Social Contract, Social Ecologist, Socialist, Radical
Feminist and Deep Ecologist)
2 Sustainability Businesses are concerned with their social and
environmental impact on current and future
generations because of the potential effect on their
reputation, potential costs and because of the
likelihood of increased legal controls.
Impact is measured in terms of footprints.
3 Social accounting, Organisations can opt to follow different guidelines.
auditing and reporting
4 Environmental The growing impact of the GRI on business
reporting organisations and how this can prove advantageous
in many ways, including governance.
5 Environmental EMAS is a voluntary scheme based on improving
management systems targets, inspection and verification of performance.
ISO 14000 provides a prescription for an
environmental management system.
6 Social and Social audits usually focus on checks as to whether a
environmental audits company has met previously stated social policies.
Environmental audits can range in scope from
mandatory Environmental Impact Assessments
required for many large scale projects to
environmental SWOT analysis as part of wider
strategic planning.
7 Integrated reporting The most recent reporting addition to assist educated
corporate investors and amateurs alike in identifying
how value is created from a variety of capitals for all
organisations.
END OF CHAPTER
142
Achievement Ladder Step 6
In the final run up to your exam, you should attempt Step 6 as the final check that you are fully prepared
to move onto the revision phase of your studies. As a reminder, Step 6 must be completed and submitted
in order to be able to qualify for Pass Assurance. It is Written Assessment 2 and can also be found at the
back of these course notes.
It covers all the Topics in your course. As ever, you will receive feedback on your performance, and you
can use the wide range of online resources to help address any final areas where you need to fine tune
your knowledge or technique.
Course notes
Topic name Subtopic/Chapter name
chapter
Scope of corporate
Scope of corporate governance 1
governance
Approaches to corporate
Approaches to corporate governance 2
governance
Corporate governance Corporate governance practice and
3
practice and reporting reporting
Internal control and risk Internal control systems 4
attitudes Risk attitudes and internal environment 5
Risks Risks 6
Risk assessment and
Risk assessment and response 7
response
Information, communication Information, communication and
8
and monitoring monitoring
Personal ethics Personal ethics 9
Professional ethics Professional ethics 10
Corporate social responsibility Corporate social responsibility 11
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Achievement Ladder
144
Answers to
Lecture Examples
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12: ANSWERS TO LECTURE EXAMPLES
Chapter 1
Answer to Lecture Example 1
Improved risk management. The reduction of downside risk will reduce business losses.
Overall business performance is enhanced by focusing attention on areas of critical importance.
Defines clear accountability for executive decision making.
It provides both an appropriate and adequate system of internal control, which permeates the organisation
from top to bottom.
Best practice guidelines are applied by management, who therefore strive to improve their performance.
Encourages ethical behaviour and corporate social responsibility.
Safeguards the firm from misuse of business assets, both tangible and intangible.
Can attract new investment, particularly in developing countries.
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12: ANSWERS TO LECTURE EXAMPLES
Chapter 2
Answer to Lecture Example 1
(a) Increasing internationalisation and globalisation meant that investors and institutional
investors in particular, began to invest outside their home countries. The King report in South
Africa highlights the role of the free movement of capital, commenting that investors are
promoting governance in their own self-interest.
(b) The differential treatment of domestic and foreign investors, both in terms of reporting and
associated rights/dividends, also the excessive influence of majority shareholders in insider
jurisdictions, caused many investors to call for parity of treatment.
(c) Issues concerning financial reporting were raised by many investors and were the focus of
much debate and litigation. Shareholder confidence in what was being reported in many
instances was eroded.
(d) The characteristics of individual countries may have a significant influence in the way corporate
governance has developed. The King report emphasises the importance of qualities that are
fundamental to the South African culture such as collectiveness, consensus, helpfulness, fairness,
consultation and religious faith in the development of best practice.
(e) An increasing number of high profile corporate scandals and collapses including Polly Peck
International, BCCI, and Maxwell Communications Corporation prompted the development of
governance codes in the early 1990s. However, the scandals since then have raised questions
about further measures that may be necessary.
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12: ANSWERS TO LECTURE EXAMPLES
Here are some points that could be considered for each question:
Should there be a public sector?
Do companies provide society with everything they need?
What if people face hardship – should they get any help?
Can we afford a public sector? Can we afford not to have one?
What are the priorities?
Health, education and welfare (“from the cradle to the grave”) – are these key?
What about defence, business, foreign policy (including overseas aid), the environment,
agriculture, the arts, energy, transport etc, etc?
Influence of taxpayers who do not use services they still have to pay for?
Receiving free healthcare, education and social care at point of service happens in many states
(eg the UK) but in others (eg the USA) such services are paid for to some extent by those that use
them
If you pay your taxes and they go towards funding services that you prefer to pay for yourself (eg
private education or private medical care via health insurance) should you be able to opt out of
paying taxes?
Should people pay more or less tax in this way? Should people pay taxes at all?
Does privatisation play a positive role in helping economies to deliver public sector provision?
Should public utilities such as water, gas, electricity and railways ever be privatised? Can markets
ever deliver the efficiencies required to benefit consumers if profit gets in the way? Are regulators
strong enough to make such markets fair to consumers and companies alike?
Short term cash boost, reckless sale of “family silver” or wise decision to limit future liabilities (eg
in the UK in 2013, the Royal Mail was floated via IPO but six months later allegations were made
by politicians that it had been undervalued by £1bn in the UK Government’s haste to make the
sale a success. While the Royal Mail presented a potentially significant liability on public sector
finances due to pension and operating deficits, it had started to show signs of recovery, prompting
calls that it was only sold to benefit investors and not the UK in general. Time will tell on this,
although in an industry where physical deliveries are being phased out in favour of digital products
– books, music and other entertainments – maybe this was a good deal after all. Source:
http://www.bbc.co.uk/news/28263467)
Outside the UK, privatisation remains a divisive issue – from proposals to privatise six major
airports in India (http://timesofindia.indiatimes.com/business/india-business/Bidding-for-
privatisation-of-6-airports-deferred-again/articleshow/30469979.cms) to the sale of state assets in
Brazil to support their economy (http://www.forbes.com/sites/kenrapoza/2012/08/10/brazil-opens-
roads-to-privatization/) and even massive investment by China in African infrastructure
(http://www.scmp.com/business/economy/article/1301343/natural-resources-oil-underwrite-
chinese-investment-africa) the tension between public and private sector remains.
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12: ANSWERS TO LECTURE EXAMPLES
Chapter 3
Answer to Lecture Example 1
Leadership
Independence (an appropriate balance of executive and non-executive directors)
A suitable balance of skills and experience
Diverse backgrounds in order to represent different stakeholder groups.
Integrity, probity and fairness in order to manage any conflicts of interest.
Good communications between members and to stakeholders
Equal participation in robust discussions
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12: ANSWERS TO LECTURE EXAMPLES
Effectiveness
Quality
Experience
Number
Availability
Ways of overcoming problems
Service contracts
Disclosure
Training
Market rates of pay
Induction to organisation
(e) Share options give directors the right to purchase shares at a specified exercise price over a
specified time period in the future. If the price of the shares rises so that it exceeds the exercise
price by the time the options can be exercised, the directors will be able to purchase shares at
lower than their market value. [The UK Corporate Governance Code states that non-executive
directors should not normally be offered share options, as options may impact upon their
independence.]
(f) Benefits in kind could include transport (eg a car), health provisions, life assurance, holidays,
expenses and loans. The remuneration committees should consider the benefit to the director and
the cost to the company of the complete package. Also the committee should consider how the
directors’ package relates to the package for employees; ideally perhaps the package offered to
the directors should be an extension of the package applied to the employees.
(g) Pensions Many companies may pay pension contributions for directors and staff. In some cases
however, there may be separate schemes available for directors at higher rates than for
employees. The UK Corporate Governance Code states that as a general rule only basic salary
should be pensionable. The Code emphasises that the remuneration committee should consider
the pension consequences and associated costs to the company of basic salary increases and
any other changes in pensionable remuneration, especially for directors close to retirement.
Chapter 4
Answer to Lecture Example 1
(a) Shareholders want to ensure that their investment is protected. The benefit of internal controls for
them is that they will reduce the incidence of fraud and error. Controls will also manage risks
faced by the company thus reducing the overall risk faced by investors. However controls cost
money to design, implement and monitor and this will reduce the value of the shareholders
investment. They therefore want an appropriate balance of controls, so more controls over high
risk areas and fewer over areas where they are less exposed.
(b) Debt providers want to protect the capital they have put into the company and to receive interest.
They will want to make sure that controls are adequate to protect their investment. They will be
less concerned with controls being costly unless the cost is so great as to put the whole company
at risk and thereby expose any creditors to risk.
(c) Employees are concerned about job security so will want to see controls that are adequate to
protect the future of the company. Employees were particularly badly affected by the Mirror Group
corporate failure where Robert Maxwell misappropriated pension funds. Employees are therefore
concerned to see adequate controls over their pension funds. They also have a stake in the
reputation of the company and therefore in how reputation risk is managed. Employees have to
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12: ANSWERS TO LECTURE EXAMPLES
operate controls and will therefore not want them to add an unnecessary burden to their work.
They will want controls that protect them against any perceived threats.
(d) Customers will want to their dealings with the company to be pleasant and hassle free. They will
be unhappy about controls that are overly intrusive (M&S traditionally had a reputation for no
quibbling over returns and gained Christmas sales from people buying presents that could be
returned). On the other hand customers will want to be assured of the safety (and recently the
ethical provenance) of the products they are buying and will expect adequate controls in this area.
(e) Government, regulatory and other bodies will want to assure that adequate controls exist to
cover statutory compliance. They may audit this themselves (VAT and PAYE compliance) or
respond when there is a breach (health and safety).
Chapter 5
Answer to Lecture Example 1
Changing business environment eg PEST factors/5 forces
Individual employees at all levels making decisions
Control failures/bypassed
Unexpected hazards
Reasons to embrace more risk?
Greater demands from stakeholders (customers, suppliers and shareholders)
Market environment becoming more competitive
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12: ANSWERS TO LECTURE EXAMPLES
(e) Governments, regulatory and other bodies will be particularly concerned with risks that the
organisation does not act as a good corporate citizen, implementing for example, poor
employment or environmental policies. A number of the variety of actions that can be taken could
have serious consequences.
(f) Government can impose tax increases or regulation or take legal action. Pressure groups tactics
can include publicity, direct action, sabotage or pressure on government or other stakeholders.
Chapter 6
Answer to Lecture Example 1
Lack of investment in IT (Technology)
Product failure/recall (Product)
Lack of availability of staff (Resources)
Fall in share price (Investment)
Adverse PR/press (Reputation)
New entrant (Competition)
Failed project (Product/Competition/Reputation/Investment/Technology/Product)
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12: ANSWERS TO LECTURE EXAMPLES
Credit risk: The risk of not receiving payment for goods or services received (both domestically and for
exporters)
Liquidity risk: The risk of having insufficient funds to meet debts and other obligations as they fall due
(eg bank overdrafts, term loans etc). Insolvency occurs for businesses with inadequate liquid assets to be
able to continue trading.
Legal risk: Failure to meet certain standards (such as trading or licensing) plus the threat of fines or
penalties for any non-compliance
Health, safety and environmental risk: Risk of damage to or from the environment, plus damage to
individuals (whether employees or not) through business activities, plus any associated fines or penalties
Reputation risk: Loss of reputation caused by adverse consequences arising from any other risks (such
as product failure, association with unethical behaviour or illegal activity)
Business probity risk: Risk of dishonest or unethical behaviour in an organisation (such as theft or
fraud)
Derivatives risk: Sustaining financial losses due to changes in the value of financial instruments (and not
hedging them!)
Chapter 7
Answer to Lecture Example 1
Who How How often
Board Forecasting Monthly?
NED's Scenario building Quarterly?
Risk committee Variance analysis Annually?
Audit committee Competitor analysis
Audit dept Observation
Managers and employees Meetings/discussions
Consultants Interviews/questionnaires
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12: ANSWERS TO LECTURE EXAMPLES
Low
ACCEPT (a) Theft of inventory TRANSFER
Quite likely and could
(b) Under/overstocking erode profits – ACCEPT,
Likelihood Not very likely but could REDUCE or TRANSFER?
(frequency) erode profits –
borderline ACCEPT or (c) Failure of EFTPOS
REDUCE Unlikely but high impact –
REDUCE REDUCE or TRANSFER? AVOID
High
(d) Economic downturn and (e) Competition
Both very likely and high impact – AVOID or REDUCE?
Note: there are many potential answers here, as the assessment of a particular risk does not mean the
response selected will automatically follow (economic downturn and competition are both high impact
high likelihood, but that does not mean that a company faced with such risks can avoid them and may
choose to reduce them somehow). Sensible responses to assessed risks will usually be rewarded.
Chapter 8
Answer to Lecture Example 1
Internal (formal) External (formal)
Management accounts Market research
HR reports Company accounts
Variances Benchmarking
Exception reports Analysis reports
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12: ANSWERS TO LECTURE EXAMPLES
Chapter 9
Answer to Lecture Example 1
Merits
(a) Relativism highlights differences in cultural beliefs; for example all cultures may say that it is
wrong to kill innocents, but different cultures may have different beliefs about who innocents
actually are.
(b) Whereas differing absolutist beliefs tend to result in moral conflict between people; relativist ethics
should act to resolve such conflicts.
(c) In the modern business environment where the global economy prevails business is conducted in
many different countries (and cultures), adopting a relativist approach presumes more flexibility
and thereby greater success.
(d) Relativism highlights our cognitive bias in observing with our senses (we see only what we know
and understand) and our notational bias (what we measure without using our senses is subject to
the bias of the measurement methods used).
Demerits
(a) Strong relativism is a based on a fundamental contradiction; the statement that ‘All statements are
relative’ is itself an absolute, non-relative statement. However, it is possible to argue that some
universal truths exist, but deny other supposedly objective truths.
(b) A common criticism of relativism is that it leads to a philosophy of ‘anything goes’, denying the
existence of morality and permitting activities that are harmful to others.
(c) Some critics have argued for the existence of natural absolute moral laws.
(d) Ideas such as objectivity and final truth do have value.
(e) If it’s valid to say that everyone’s differing opinions are right, then it’s equally valid to say that
everyone’s differing opinions are wrong. This can lead to immense confusion and disagreement,
and breakdown in communication and trust.
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12: ANSWERS TO LECTURE EXAMPLES
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12: ANSWERS TO LECTURE EXAMPLES
Part (b)
AAA Tucker
Facts – GSA has legally paid low rates of Profitable? – Initially yes, as shareholders’ funds
corporate tax. have not been diverted to pay a voluntary sum
Ethics – The low rate of corporate tax paid is (however, paying tax voluntarily would reduce the
unpopular among customers and critics, so paying threat of a sales boycott which may offset any
more may help the company’s reputation in the payment made) so there may be a trade-off here.
long term.
Norms – What is GSA’s past behaviour regarding Legal? – Yes – in either case (paying or not
corporate tax? Has there been a precedent set by paying tax) GSA is operating within the law.
either tax laws or case law? Has GSA signed up to
any corporate code of ethics (either internally or
Fair? – GSA may establish how widespread the
within the industry) to set any expectation?
use of such tax avoidance really is – if others in the
Alternatives – GSA can either do nothing and be same industry have also adopted this policy, it will
unpopular or pay a voluntary amount of tax as an probably continue to feel there is 'safety in
apparent 'donation' and attempt to diffuse the numbers' (however, this will inevitably attract
situation. criticism that as GSA can afford the best tax
Advice consistent with norms – Whatever past experts to interpret the law, such advice is too
behaviour GSA has adopted might inform future expensive for others, leading to inequity in tax
actions, unless it can argue the circumstances are advice).
different now. If there is a code that GSA has
signed up to, it should adopt what the spirit or letter
Right? – Very difficult to call – as there is such
of the code demands.
resistance from the public, the continuing defence
Consequences – Non-payment would lead to of these actions as legal tax avoidance appears
further deterioration of GSA’s reputation and unsustainable (see below).
possible adverse sales impacts.
Payment would be a voluntary reduction of
Sustainable? – There are no environmental
shareholders’ funds, but would reduce the adverse
issues but this may affect profits in the longer term,
reputation and sales impact.
leading to questions over how economically
Decision – It depends on the company’s ethical sustainable such a policy really is.
stance, but the global mood currently appears to
support voluntary payment of tax in such cases.
Chapter 10
Answer to Lecture Example 1
(a) Clear commitment from management
(b) Recruitment and selection policies and procedures
(c) Careful induction
(d) Staff training and workshops
(e) Terms contained with contracts of employment
(f) Objectives setting (Management by Objectives)
(g) Staff appraisal and reporting systems
(h) Remuneration and reward schemes
(i) Sanctions for clear breach of ethical rules
(j) Ethical (internal) audit
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12: ANSWERS TO LECTURE EXAMPLES
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12: ANSWERS TO LECTURE EXAMPLES
Chapter 11
Answer to Lecture Example 1
Business case for CSR Business case against CSR
– Builds reputation – Organisations are responsible to shareholders
– Attracts investors/employees/customers CSR is 'stealing' their funds
– Can be a source of competitive advantage – Benefits do not outweigh costs
– Can tie into branding – Time consuming
– Pre-empts legislation – Seen as PR only (most stakeholders will be
– Unregulated therefore easy to incorporate cynical)
161
Index to Question and
Answer bank
Page
Questions Answers
1 Core principles....................................................................................................163......................... 168
2 Frameworks, codes and systems .......................................................................163......................... 169
3 Non-executive directors......................................................................................163......................... 171
4 Board of directors ...............................................................................................164......................... 173
5 Caius plc.............................................................................................................164......................... 174
6 Types of risk .......................................................................................................164......................... 175
7 COSO Framework..............................................................................................164......................... 178
8 Audit process......................................................................................................165......................... 179
9 Ethical considerations.........................................................................................165......................... 180
10 Corporate citizenship..........................................................................................166......................... 182
11 Franks & Fisher .................................................................................................166......................... 184
12 Southern Construction .......................................................................................167......................... 186
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13: QUESTION AND ANSWER BANK
Questions
1 Core principles
The core principles of corporate governance are: integrity, fairness, judgement, independence,
openness, probity, responsibility, accountability, innovation, scepticism and reputation.
Required
(a) Define each of the core principles of corporate governance in your own words. (9 marks)
(b) Explain the importance of each of the principles in the context of corporate governance.(16 marks)
(Total = 25 marks)
3 Non-executive directors
It is a principle of corporate governance that the board of directors should be able to exercise an objective
judgement on the company's affairs. However, it is recognised that potential conflicts of interest can arise
between the owners of a company and its management. As a means of dealing with the potential conflicts
of interest, it was recommended by the Cadbury Committee in the UK that the boards of companies with
a London Stock Exchange listing should appoint a minimum number of non-executive directors (NEDs). A
distinction was also made between independent and non-independent non-executive directors.
A variety of criticisms have been made of the system of NEDs. These include the argument that many
non-executives are executive directors of other major companies, which restricts their willingness to
speak out on the company's affairs. NEDs have also been criticised for holding a non-executive post with
too many companies, sometimes five or even more.
In the UK, some criticism has also been voiced against the growing practice of paying NEDs partly in
shares or share options of the company.
Required
(a) Explain the distinction between independent and non-independent NEDs. (7 marks)
(b) What are the main areas for a potential conflict of interest between the shareholders of a company
and the executive directors? Explain how the use of non-executive directors should help to deal
with this problem. (11 marks)
(c) In your view, what might be the objections to paying NEDs in shares or share options of the
company, and do you agree with those objections? (7 marks)
(Total = 25 marks)
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13: QUESTION AND ANSWER BANK
4 Board of directors
Required
You are required to write a report to the board of directors of a new company, which outlines the following
areas.
(a) The responsibilities of the chairman of the board
(b) The role of the non-executive directors
(c) The role of the remuneration committee
(d) The role of the nomination committee (25 marks)
5 Caius plc
Caius plc is seeking a listing on the London Stock Exchange. The directors of the company are aware
that certain listed companies have attracted considerable criticism in recent years over directors’ pay and
conditions. There have been claims in the media that the pay and conditions of some directors have been
far too generous and that the remuneration policies adopted by some companies have been far from
transparent. The directors of Caius plc are keen to ensure that, if the bid for a listing is successful, all
aspects relating to their pay and conditions must be in line with best practice.
Required
Write a report to the directors of Caius plc set out the policies and frameworks that should be adopted by
the company to ensure that directors’ pay and conditions are fair and transparent. (25 marks)
6 Types of risk
Required
Define the main types of risks that a company faces, and explain how codes of corporate governance can
assist in managing these on a day-to-day basis. (25 marks)
7 COSO Framework
Required
(a) The COSO Enterprise Risk Management Framework says that, having assessed relevant risks;
management should determine how it would respond. Responses include risk avoidance,
reduction, sharing, and acceptance. Give brief examples of each of these responses.
(10 marks)
(b) Management should identify control activities needed to help ensure that risk responses are
carried out properly and in a timely manner. Describe some examples of possible control
activities. (15 marks)
(Total = 25 marks)
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8 Audit process
The audit process is an important element of corporate governance.
Required
(a) Describe the external audit process and internal audit process and discuss the role of each type of
audit in contributing towards an effective system of corporate governance. (10 marks)
(b) Briefly discuss the relationship between the two types of audit. (3 marks)
(Total = 13 marks)
9 Ethical considerations
You were appointed financial controller of a firm of builders' merchants almost a year ago, with the
prospect of becoming finance director if you performed well.
The problem customer
An old-established customer, a contractor, X Ltd, which has expanded to take on a very large contract, is
causing problems with delayed payments. X Ltd is a family firm, largely owned by its Managing
Director, Y.
Following a discussion at a management meeting, the sales director and a member of your staff visited
the customer with instructions to 'try and resolve the matter of delayed payments'.
The meeting
At the meeting, the sales director took the lead, having known Y for many years. Y provided the last
annual accounts and the latest management accounts and contract accounts. This one large contract that
X Ltd had undertaken represents some 70% of its current activity.
If all, or almost all, suppliers allow additional credit for material, and X Ltd uses its very limited remaining
bank facilities to pay the workforce, Y thinks the company should be able to complete the next stage of
the contract, get the architect to certify the work has been completed, and obtain a progress payment.
This would enable X Ltd to pay suppliers, get more materials, and finish the contract. However, Y
considers the company will make a significant loss on the contract and will only be able to trade on a
much-reduced scale thereafter.
The sales director suggested, and Y agreed, an arrangement by which Y would make a payment from
personal funds, against which your company would release materials to X Ltd. When it receives the
progress payment X Ltd will pay your company from its company's funds and reduce the amount owing to
well within normal terms. Your company will then repay Y the personal funds he has paid.
It was agreed that this arrangement should be discussed and agreed with your managing director in the
morning.
After the meeting
On his return, the sales director commented that this sort of arrangement was probably the only way of
getting any money back – if X Ltd went into liquidation nothing would be recovered.
Later you received a telephone message that Z, the finance director of another firm of builders' merchants
and whom you know through ACCA branch meetings, has asked you to telephone urgently regarding the
credit status of X Ltd.
Required
Write a report to your managing director explaining the issues involved and recommending the action to
be taken on the account and on the telephone message. (25 marks)
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10 Corporate citizenship
Required
Write a report to the directors of a UK public limited company explaining the following aspects of
corporate citizenship.
(a) The concept of corporate citizenship
(b) Ways in which social and environmental issues may affect companies
(c) Ethical issues that a board of directors might face (25 marks)
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12 Southern Construction
Southern Construction, started as a small family-run business in the 1980s. John Falshaw, the founder
and self-appointed chairman of the board, foresaw rapid expansion and so decided that the firm should
go public. The timing of this decision was unfortunate as it coincided with an economic recession, which
hit the building trade very hard. The strain was too much and Falshaw suffered a massive heart attack,
and was forced to retire.
In the past Falshaw had run things with a heavy hand and things were done his way or not at all! The
board served as a ‘rubber stamp’ for his decisions, and as a result, financial and operational controls
were weak or non-existent.
The new chairman was trying desperately to maintain existing levels of financing. However, the firm’s
bank was very unsettled by recent events, and insisted that Southern Construction plc recruit some non-
executive directors to strengthen the effectiveness of the board.
Thomas Edwards FCCA had recently retired as financial controller of a large engineering company. He
was delighted when he was approached by the chairman of Southern Construction plc with the offer of
becoming a non-executive director and chair of the yet to be established audit committee. On accepting
the position, the head of internal audit, Mary Flanagan, was instructed to report directly to Edwards. New
internal controls were instituted and additional internal audit staff were recruited.
One day Mary Flanagan reported that her team had found that a salesman had been submitting false
expenses vouchers running into thousands of pounds. Mary, who had a reputation for integrity and
thoroughness, was particularly upset because the actions were a clear violation of the Southern
Construction Code of Ethics and Conduct. The salesman in question was Elmer Pearson. When asked
what should be done with Pearson, she responded, 'The penalty called for submitting false expense
claims is summary dismissal – no exceptions'.
It transpired that Pearson would go out with another sales rep, and then both would submit an expenses
claim for the same trip. Internal audit had unearthed dozens of vouchers like this, some even claiming for
imaginary trips.
Edwards was concerned about the reaction of the bank if they learned about the fraudulent activity.
Later that day, Flanagan phoned Edwards at home. She sounded upset, but wanted to talk. “I’m
confused” she said, “my loyalties are being pulled in so many directions, I don’t know what to think”. She
went on to point out that she had known Pearson for over ten years, and he had always been friendly and
helpful to her. She wondered if long service and loyalty to the firm deserved special consideration.
The following day Edwards confronted Pearson. Pearson admitted to the double billing and imaginary
trips. When he was accused of clearly violating the Code, he said 'you dictate my resignation, I’ll sign it
and be out of here tonight'. Edwards responded to this by advising Pearson that if any criminal activity
were involved, it wouldn’t stop there.
To this, Pearson looked incredulous and began to argue his case strongly. He was currently working on a
big deal with a Japanese businessman – a market Southern Construction had been trying to crack for
some time. His budget has been cut to the bone, so he used the money from the expenses subterfuge to
finance the sales pitch. All that is left on a $10 million deal is for the papers to be signed and Pearson was
the only man who had developed the personal relationship with the Japanese businessman to secure
this.
Edwards sat in his office pondering about what to. The bank has just been on the phone requesting a
meeting next week to discuss progress in strengthening the controls within the business.
Required
(a) Using the AAA model, advise Edwards on what to do. (14 marks)
(b) Evaluate your final recommendation using Tucker's 5 questions, reaching a conclusion. (6 marks)
(Total = 20 marks)
ENDOF
END OFQUESTION
ANSWER BANK
BANK
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Answers
1 Core principles
Integrity means being honest and straightforward. It suggests a wholeness which could imply a
characteristic that is as important to maintain in ones personal life as in ones professional or business
dealings.
In the context of corporate governance, corporations and directors are expected to act with integrity
towards shareholders and other stakeholders. Directors sometimes seek to defend their actions by
claiming that they acted with integrity. This can be taken to mean that they are acting in the best interests
of others rather than from personal self interest.
Fairness means considering the views and claims of all those with a reasonable claim against the
company.
Fairness is important in corporate governance because directors have to balance the competing claims of
different stakeholder groups. While directors have a legal fiduciary duty towards the shareholders of the
company they have a moral and social obligation to other groups.
Judgement means demonstrating effective decision making.
Directors are expected to do their best to protect their shareholders investment and indeed to generate a
return on that investment. They do so by making sound strategic decisions that will be profitable for the
company in the long term.
Independence in the context of both directors and auditors means having minimal links to the company.
It is important to have independent directors represented on the board in order to maintain objectivity in
strategic decision making and in scrutinising the performance of the company and their fellow directors.
This means that investors can be confident that the decision making process is not unduly influenced by
self interest.
Openness or transparency means disclosing information that people outside the organisation can rely on.
Openness is important in terms of reporting performance (financial and non-financial) so that investors
and other interested parties can make informed decisions. It is also important in terms of the procedures
that a company adopts so for example it is more transparent and consequently fairer to ask independent
directors to nominate new board members through an agreed robust process than to ask shareholders
with a significant holding to nominate their own candidate.
Probity means honesty (from the latin word for honest, probus) but it also signifies virtue and integrity. In
particular it is mentioned as a characteristic important for those business dealings which are not covered
by legal obligations.
In the context of corporate governance it is establishing the need to go beyond contractual and legal
obligations to deal fairly and honestly and establishing wider moral obligations. In the context of risk
management probity risk is defined as the risk that the company won’t 'do the right thing'.
Responsibility means acknowledging and seeking to remedy problems. There is a suggestion that it is the
imposition of a wider obligation than that imposed by law.
In the context of corporate governance one might take on wider responsibility through acknowledging
ones obligations to stakeholders other than just the shareholders or alternatively by increasing ones
obligations towards shareholders.
Accountability means an obligation to explain the outcome of ones actions.
In the context of corporate governance directors have to make account to the shareholders to explain
what they have done with their investment. They have to declare whether they have made profits or
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losses. Accountability could be considered in terms of the mandatory disclosures that are required from
companies and their directors.
Innovation means governance systems evolving over time to meet the changing needs of society.
Scepticism is the state of mid where you do not necessarily believe everything put before you but neither
do you disbelieve everything either – it is the ability to retain an open mind whatever the situation.
Reputation means the perception that others have about you.
Investors price the shares of a company based on their perceptions of its future profitability, their
perceptions of its risk and their perceptions about the capabilities and characteristics of the directors. SO
the share price is entirely founded on perceptions. Events which damage the reputation of the company
will inevitably have an effect on share price.
Tutorial Note: In the real exam you should expect to have to define and explain the importance of one or
two of these principles. It is likely that there will be two marks available for a well explained definition of a
core principle. There could then be anything from 2 to 10 marks for an explanation of its importance.
Often there are clues in the scenario as to the importance of a core principle and often there are marks
available for applying the principle to the facts of the scenario.
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of disregard for minority shareholders rights shown by major shareholders or the boards of
these companies.
(b) In the UK the Principles of Good Governance have now been brought together in the voluntary UK
Code.
This Code has stemmed from a number of other codes, reports and frameworks:
The Cadbury Code on the financial aspects of corporate governance
The Greenbury Committee report on directors' remuneration
The Hampel Committee report on corporate governance
The Turnbull report on internal control and financial reporting
The Smith guidance on audit committees
The Higgs review of the role and effectiveness of non-executive directors, followed by the
Tyson report on the recruitment and development of non-executive directors
The Financial Reporting Council published the latest version of the Code in 2012. The main
requirements of the Code have attempted to address many of the concerns, which led to these
successive frameworks, codes and systems of corporate governance.
Here are some examples.
(i) The concerns regarding the board of directors and directors' powers are central to the
Code. Every listed company should be headed by an effective board, which should lead
and control the company. The two key tasks at the top of every listed company are the
running of the board, and the executive responsibility of the running of the company.
(ii) The board should include a balance of executive and non-executive directors (including
independent non-executives) such that no individual or small group of individuals can
dominate the board's decision making. It is recommended that non-executive directors
should comprise at least half the board.
(iii) There should be formal and transparent procedures for the appointment of new directors
to the board and all directors should be required to submit themselves for re-election at
regular intervals and at least every three years (some more frequently depending on the
type of entity).
(iv) The level of remuneration paid to directors should be sufficient to attract and retain the
directors needed to run the company successfully but companies should avoid paying
more than is necessary for this purpose. A proportion of executive directors' remuneration
should be structured so as to link rewards to corporate and individual performance. The
board should set up a remuneration committee of independent non-executive directors
who will devise schemes of remuneration, which will be recommended to the board.
(v) The board should present balanced and understandable assessment of the company's
position and prospects. The directors should explain their responsibility for preparing the
accounts and there should be a statement from the auditors about their reporting
responsibilities.
(vi) The board should maintain a sound system of internal control to safeguard the
shareholders' investment and the company's assets. The directors should, at least
annually, conduct a review of the effectiveness of the systems of internal controls and
should report to the shareholders that they have done this. The review should cover all
controls including financial, operational and compliance controls and risk management.
Companies who do not have an internal audit function should from time to time review the
need for one.
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(vii) The board should establish formal and transparent arrangements for considering how they
should apply the financial reporting and internal control principles and for maintaining an
appropriate relationship with the company's auditors. The audit committee should be made
up of at least three non-executive directors and this committee's duties include keeping
under review the scope and results of the audit and its cost effectiveness and the
independence and objectivity of the auditors. Where the auditors also supply a substantial
volume of non-audit services to the company the committee should keep the nature and
extent of such services under review.
(viii) Companies should be ready to enter into a dialogue with institutional shareholders based
on the mutual understanding of objectives. Boards should use the AGM to communicate
with private investors and to encourage their participation.
3 Non-executive directors
(a) Non-independent NEDs
A NED is not independent if he or she is on the board representing the interests of a major
shareholder, because the views given by the director will be made in the best interests of that
shareholder. Similarly it is debateable whether a director is independent when he or she has a
close relationship with the company or any other executive director. For example a former chief
executive of the company might be given a non-executive role after retirement. He would not be
independent.
Independent NEDs
In contrast an independent NED is a person who has no connection with the company other than
as a non-executive director, and who should be able to give an independent opinion on the affairs
of the company, without influence form any other director or shareholder.
(b) Conflicts of interest
A potential conflict of interest occurs when the executive director or senior management of a
company might be inclined to take decisions that would not be in the interests of the company’s
shareholders. Although there are several areas where a conflict of interest could arise, the major
problem areas are those of remuneration of the directors and senior managers, financial reporting
and nominations of new board members.
Remuneration
If executive directors are allowed to decide their own remuneration, they could be inclined to pay
themselves as much as possible, without having to hold themselves to account or justify their high
pay. Where incentive schemes are in place, there is a risk that incentive schemes devised by the
executive directors for themselves will be linked to achieving performance targets that are not
necessarily in the shareholders’ interests. For example rewarding directors with a bonus for
achieving profit growth is of no value to shareholders if the result is higher business risk and a
lower share price.
Remuneration Committee
Corporate governance in may countries, such as the UK’s Corporate Governance Code, calls for
a remuneration committee of the board to be established to decide on directors’ pay, including
incentive schemes, and for this committee to comprise at least three, or in the case of smaller
companies two, members, who should all be independent non-executive directors.
The remuneration committee should have delegated responsibility for setting remuneration for all
executive directors and the chairman, including pension rights and any compensation payments.
The committee should also recommend and monitor the level and structure of remuneration for
senior management. The NEDs should in principle, be able to devise fair remuneration packages
that include an incentive element, in which the performance targets bring the objectives of the
executive directors more into line with those of he shareholders.
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Financial Reporting
A second potential area for conflict of interest is financial reporting. The executive directors might
be tempted to window dress the results if the company, in order to present the financial results in
a way that reflects better on themselves and their achievements.
Audit Committee
There should be an audit committee of the board, consisting of non-executive directors, whose
task should be to consider issues relating to financial reporting and financial control systems. This
committee should be responsible for maintaining regular liaison with the external auditors. The UK
Code says that the audit committee should comprise at least three or in the case of small
companies, two members, who should all be independent NEDs. The board should satisfy itself
that at least one member of the audit committee has recent and relevant financial experience.
Nominations to the board
A third potential area for conflict is nominations of new board members. A powerful chairman or
chief executive could be tempted to appoint their supporters or ‘yes’ men to the board, and so
strengthen their position on the board. The UK code recommends that there should be a
nominations committee of the board manned by NEDs.
Other areas
Other areas of potential conflict of interest can be identified, such as succession planning, and the
board’s decisions on making acquisitions or in preparing defences against a takeover bid. In each
of these areas NEDs should be able to provide a counter balance to the self –interested views of
executive directors.
(c) Share Payments
In many companies, NEDs receive a fixed cash payment for their services, without any incentives.
However some companies pay their NEDs in shares.
They would argue that the more equity the NEDs hold, the more likely they will be to look at
issues from the point of view of the shareholders. There is a risk that a NED holding shares could
be more concerned with short-term movements in the share price and the opportunity of making a
short term profit from selling their shares. However, a suitable precaution against this could be to
obtain the agreement of a NED not to sell his or her shares until after leaving the board.
Share Options
The argument that NEDs should be rewarded with share options is more contentious, but it has
been widely practised in the UK and is even more common in the US. The argument against
rewarding NEDs with share options is that this form of remuneration could align the interests of
the NEDs more closely with the executive directors, who also hold share options. NEDs should
give independent advice, and it can be argued that it is therefore not appropriate to incentivise
them in the same way as the executives.
The UK Code points out that holding of share options could be relevant to the determination of a
non-executive director’s independence. It states that remuneration for non-executive directors
should not include share options. If, exceptionally, options are granted, shareholder approval
should be sought in advance and any share acquired by exercise of the options should be held
until at least one year after the non-executive director leaves the board.
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4 Board of directors
REPORT
To: Board of directors
From: Consultant
Date: December X4
Subject: Board of directors and committees
Chairman
The UK Corporate Governance Code states that there should be a clear division between the chief
executive of the company, who has executive responsibility for running the company's business, and the
chairman of the board of directors who is responsible for running the board.
The main roles of the chairman should be to:
Run the board and set its agenda
Ensure that all members of the board receive accurate, timely and relevant information
Encourage the active participation of all members of the board
Ensure that adequate time is allowed for the discussion of complex or contentious issues
Ensure that the performance of individual directors and the board as a whole, together with its
committees, are evaluated at least once a year
Ensure that there is a suitable induction programme for new directors
Identify any development needs of individual directors
Ensure effective communication with shareholders and major investors
Non-executive directors
The board should include a balance of executive and non-executive directors and the role of the non-
executive directors should include the following elements.
Being independent in judgement and possessing an inquiring mind
Being well informed about the company and the environment within which it operates
Having a strong command of issues relevant to the business
Constructively challenging proposals on strategy and helping to develop such proposals
Scrutinising the performance of management and monitoring reports on that performance
Ensuring that sufficient, accurate, clear and timely information is provided to the board in advance
of meetings
Satisfying themselves of the integrity of the financial controls and information
Satisfying themselves that the risk management systems are robust and defensible
Determining appropriate levels of remuneration for executive directors
Playing an important role in the appointment and removal of directors and in succession planning
Understanding the views of major investors
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Remuneration committee
The remuneration committee should be made up of non-executive directors as it is responsible for setting
the remuneration for all executive directors, the chairman and the company secretary.
As well as this basic responsibility the remuneration committee has other duties.
To determine targets for any performance related pay schemes
To determine the policy for pension arrangements for executive directors
To ensure that any contractual terms on termination and payments made are fair both to the
company and the individual
To determine the total individual remuneration package for each executive director including
bonuses, incentive payments and share options
To agree the policy for authorising expense claims from the chief executive and chairman
To ensure that all required disclosures for remuneration matters are fulfilled
Nomination committee
The UK Code requires that there should be formal, rigorous and transparent procedures for the
appointment of new directors to the board. The nomination committee, made up of a majority of
independent non-executive directors, can carry out this role. The main duties of this committee are to:
Evaluate the current balance of skills, knowledge and experience on the board and with this in
mind to prepare a description of the role and capabilities required for a particular appointment
Consider candidates from a wide range of backgrounds
Review the time required from a non-executive director annually
Assess whether the non-executive directors are spending enough time to fulfil their duties
Consider succession planning and in particular what skills and expertise are needed, given the
challenges and opportunities facing the company
Prepare a statement for the annual report including the process used for appointments and
explains if external advice or advertising has been used. The statement should also state the
membership of the committee, and the number of committee meetings attended over the year.
5 Caius plc
Tutor's note. A good guideline for this type of question would be the key points relating to directors
remuneration from the UK Code. This will give you most of the key areas that require to be discussed.
In order to ensure that directors’ pay and conditions are fair and transparent the company should adopt
the following policies and frameworks.
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6 Types of risk
There are many different types of risk faced by commercial organisations, particularly those with
international activities. They may be categorised under the following headings:
General business risk
Trading risk
Cultural, country and political risk
Currency (foreign exchange) risk
Interest-rate risk
Technological risk
Fraud risk
General business risk
Business risk may be defined as the potential volatility of profits caused by the nature and type of the
business operations involved.
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Technological risk
All businesses depend to some extent on technology, either in the support of its business activities (eg
the computers used by the accounts, stores and treasury departments), or more directly in its production
or marketing activities.
As technology evolves and develops, firms can find themselves using out of date equipment and
marketing methods, which may leave them at a competitive disadvantage. Products in a high-tech
industry have very short life cycles, and a firm must recognise and plan for continual replacement and
upgrading of products if it is not to lose market share.
Fraud risk
All businesses run the risk of loss through the fraudulent activities of its employees, including
management.
How the codes of corporate governance can assist in managing the risks
Corporate governance is concerned with the control and influence exerted over a company's operations
and its employees by the decisions of top management, usually the board of directors.
The codes of corporate governance are guidelines and recommendations developed over a number of
years by various committees and researchers (Cadbury, Greenbury, Hampel, Higgs, and Smith) and now
incorporated in the UK into the Corporate Governance Code published in July 2012 by the Financial
Reporting Council.
A significant element of the Code is concerned with the way internal controls are implemented and
reviewed in order that such risks as those outlined above would be managed. The code includes the
Turnbull report.
The Turnbull report included recommendations that:
Management should identify and evaluate the risks to which they will be exposed in the
achievement of their corporate objectives. These will include both the traditional areas of risk
discussed above, but also those increasingly arising from intangible assets, such as reputation
and branding.
Risk control should be embedded in the culture and processes of the business, rather than
being the subject of a completely separate management system. Each person in the organisation
should be aware of, and manage, the significant risks related to the tasks they perform.
Directors should continually review and monitor risk control issues. It should regularly review
reports on internal control from line managers and, where appropriate, from internal auditors
and other specialists.
Regular discussion of risk and control issues at board meetings should be encouraged.
Risk analysis and assessment should form part of the evaluation of every major capital
investment or proposed acquisition.
Financial risk analysis will very much depend upon commercial judgement, but the following
questions may be used as a framework for the assessment of their impact on company value:
– What is the effect on present and future cash flow?
– What is the effect on the underlying present and future profitability of the business?
– What is the effect on the underlying present and future liquidity and value of assets
employed in the business?
– What is the effect on the present and future debt structure of the business?
– The relative likelihood of the events giving rise to the risks also needs to be assessed.
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– This can then be combined with the level of impact to prioritise the risks.
– High impact, high likelihood immediate action required
– High impact, low likelihood contingency plan needed
– Low impact, high likelihood consider taking action
– Low impact, low likelihood no action now, but review periodically
Once risks have been prioritised, management needs to decide what to do about them, and how they can
be managed and monitored in the future.
Strategies for management of a given risk include:
Acceptance
Transfer eg by insurance or joint venture
Elimination by hedging, or ceasing the activity/operation
Control by building in operational controls
7 COSO Framework
(a) Avoidance means exiting the activities that give rise to risk. Risk avoidance may involve
disposing of a business unit, product line, or geographical segment, or simply deciding not to
engage in new initiatives/activities that would give rise to the risks.
If reduction is the chosen response then action is taken to reduce risk likelihood or impact, or
both. This typically involves any of a large number of everyday business decisions, including
diversifying product offerings, establishing operational limits for activities, establishing more
effective business processes, enhancing management involvement in decision making and
monitoring, rebalancing the entity’s portfolio of assets to reduce exposure to certain types of
losses, or reallocating capital among operating units.
Sharing entails reducing risk likelihood or impact by transferring or otherwise sharing a portion
of the risk. Common techniques include purchasing insurance products, engaging in hedging
transactions, entering into joint ventures or partnerships, sharing risk through contractual
agreements with customers, vendors, or other business partners, or outsourcing an activity.
If acceptance is the chosen response no action is taken to affect risk likelihood or impact: the risk
is accepted because it already conforms to the entity’s risk tolerances. The entity may have self-
insured against loss, or it may rely upon natural offsets within a portfolio.
(b) Control activities are the actions of people to implement policies, directly or through application of
technology, in such a way as to help ensure that management’s risk responses are carried out.
Many procedures are commonly performed by personnel at various organisational levels that
serve to enforce adherence to established action plans and to keep entities on track toward
achieving their objectives.
Here are some examples.
Top-level reviews – Senior management reviews actual performance versus budgets,
forecasts, prior periods, and competitors. Major initiatives, such as marketing thrusts,
improved production processes, and cost containment or reduction programmes, are
tracked to measure the extent to which targets are being reached.
Direct functional or activity management – Managers running functions or activities
review performance reports. For example, a manager responsible for a bank’s consumer
loans will review reports by branch, region, and loan type, checking summaries and
identifying trends, and relating results to macro-economic statistics and targets. Managers
will also focus on compliance issues, for example reviewing reports required by regulators
on new deposits over specified amounts.
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8 Audit process
(a) The external audit process must demonstrate whether the financial statements show a “true and
fair view” of the financial position and performance of the company. The external auditors must
also report as to whether the financial statements have been prepared in accordance with relevant
statute and whether certain specifics have been complied with:
The company has kept proper accounting records
The auditors have received all of the information and explanations required to carry out
their audit
The Directors' Report is consistent with the financial statements
Information required by regulatory bodies has been disclosed.
The report to the shareholders by the external auditor is in the form of an opinion as to whether
the accounts show a true and fair view in the audit report. An unqualified opinion should give
shareholders and other users of the financial statements confidence in those financial statements
but it is not a guarantee from the auditors that the financial statements are totally correct.
During the course of the external audit the auditors will consider and test the internal accounting
systems of the company and make recommendations for improvements. However there is little
else that directly contributes towards the effective system of corporate governance as the auditor
is not required to consider whether the statements of the directors regarding internal controls are
comprehensive or comment on the effectiveness of the company's corporate governance
procedures or risk procedures.
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The internal audit function is not a legal requirement, but the board of directors may set up an
internal audit department after considering the costs and benefits. The work of internal auditors is
not set out in law but is decided upon by the board of directors or senior management. The work
of the internal audit function will therefore vary from company to company, but the following are
typical areas that the internal audit function may be required to consider.
Testing and reporting on the internal control systems of the organisation
Reviewing the adequacy of accounting and financial information
Considering the effectiveness of risk management and risks control processes –
identifying weaknesses and recommending improvements
Considering compliance procedures
Identifying weaknesses in procedures and systems and recommending improvements
Performing one-off projects determined by management
As the remit of the internal audit function is as wide as is necessary then this can be a valuable
resource to management, contributing towards an effective system of corporate governance.
(b) When the external auditors are carrying out their audit they will expect full co-operation from the
internal auditors. The internal auditors should ensure that the accounting and internal control
systems are operating satisfactorily but the external auditor will test those systems independently.
The external auditors will not tend to rely on the work of the internal auditors in general terms but
the work on systems, controls and procedures that have been carried out by the internal audit
function will be of some assistance to the external auditors in their role.
9 Ethical considerations
To: The Managing Director
From: The Financial Controller
Date: XX.XX.XX
Subject: Issues arising from the meeting with X Ltd regarding payment of their debt
This report assumes that you have read the enclosed documents prepared by the Sales Director
concerning her recent meeting with Y, the Managing Director of X Ltd. In brief, we are being asked to
supply further materials on credit to X Ltd on the understanding that this offers our best chance of being
paid both for long-outstanding existing debts and the further debts that will arise.
Firstly I need to point out that our Sales Director feels that we should accept what has been informally
agreed but she has openly admitted that she has difficulty in taking an objective view of the situation,
having done business with Y for many years.
However, the agreement that is being proposed leaves me with grave doubts, both on ethical grounds
and from the point of view of the business.
Our options are:
To accept the agreement as proposed;
To refuse the payment from Y but supply further materials in any case;
To sue for payment or simply write off the debt.
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harsh not to give X Ltd a chance to recover the situation. It is not in our long-term interests for our
customers to go out of business.
I cannot recommend either of these options except in the very last resort.
Wider issues
We need to consider whether this situation has arisen due to problems with credit control on our part. It
could perhaps be argued that we should have worked more closely with X Ltd to prevent the problem
arising in the first place. We should have been aware that X Ltd was taking on a much larger contract
than it has previously been used to dealing with and we should have anticipated problems.
Over the next few days I shall be looking into ways in which our credit control systems can be adapted to
ensure that external matters such as this are taken into account.
10 Corporate citizenship
REPORT
To: Directors
From: Consultant
Date: Dec X4
Subject: Corporate citizenship
Introduction
Companies have choices as to how they manage their businesses. These choices can be many and
varied but the choices that are made can determine whether or not the company is seen as a good
citizen. Many of the world's companies are setting high standards of behaviour in many aspects of
business and in a wider social context.
Corporate citizenship
The concept of corporate citizenship recognises that there is a connection between the everyday
activities of companies and the well being of society as a whole. In recent years companies have adopted
a more comprehensive approach to corporate citizenship in general, and this includes social and
environmental responsibility.
Directors now accept that they are not only responsible to the shareholders – the owners of the company
– but also to a wider selection of other stakeholders which will include employees, customers, investors,
business partners, suppliers, the community and the government.
It can be argued that corporate citizenship is made up of three key components:
(1) The basic values, policies and practices of a company and its business at home and abroad
(2) The management of environmental and social issues within the value chain of business partners
(3) The voluntary contributions made by a company to community development around the world
Social and environmental issues that may affect companies
The types of social and environmental issues that may affect companies can most easily be considered
by taking a look at the various stakeholders in a company and issues that might affect the relationship of
the company with those stakeholders.
Employees. Issues that may affect employees and the company's treatment of those employees
include wage rates, health and safety provisions, accident rates, training opportunities and how
changes such as downsizing and redundancies are handled.
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Customers. Customers in global, competitive markets are increasingly concerned not only with
price but also value of goods and services. Quality issues are paramount to most companies
including how complaints are handled. Increasingly customers are also concerned with the
background to the goods they have purchased and the conditions under which they were
manufactured. In an age of environmental concerns customers are also concerned with factors
such as the safe disposal or recycling of products once used.
Suppliers. The activities of one company will necessarily have a knock-on effect on other
companies with which it deals, in particular suppliers. Companies will be concerned about the
long-term stability of their suppliers, the sustainability of jobs at their suppliers and timely payment
of their suppliers.
The community. Concerns here for a company will centre on charitable gifts and donations, the
support of employees providing charitable gifts or services, investment within the community and
the willingness to listen to community concerns and to enter into meaningful dialogue.
Government. Many companies pay huge amounts of taxes, which are vital for the sustainability,
and growth of many countries and economies. Companies should be concerned with issues such
as fair transfer pricing policies and compliance with the laws and regulations of all the countries
within which they operate.
Environment. Increasingly the general environment is being viewed as an additional stakeholder
and the quality of the management of environmental issues over the entire product life cycle will
be of great importance to companies.
Ethical issues that a board may face
Once it is accepted that modern day companies are not only in business to increase shareholder wealth
but also to protect and nurture society and the environment then there are many potential ethical issues
that may face a board of directors in their strategies and operational decision making.
Directors may need to consider all aspects of their value chain, both backward linkages and forward
linkages. Backward linkages may include ethical issues such as the conditions in which products are
made in many developing countries, ie low wages, poor conditions, child labour, etc as these are fast
becoming important issues for customers.
Manufacturers of products also have to accept that their responsibility in the customer's eyes does not
end with the sale of the product. Directors will need to consider their products over their entire life cycle
and in particular environmental issues such as the safe disposal of products, recycling of products and
the restoration of the environment when manufacture or use is complete.
Directors must also be concerned with social and ethical issues particularly in association with products
such as alcohol, cigarettes or pharmaceuticals. The directors of such companies will need to be
particularly aware of social responsibility issues such as under-age drinking, drink driving, the dangers of
smoking and the misuse of prescription pharmaceuticals. This will often affect the ways and methods in
which such goods are advertised.
Companies should also accept that they have ethical responsibilities towards their employees, particularly
in developing countries, in terms of wage rates, working conditions, provision of health care and pension
arrangements.
Directors of companies may find that they are faced with ethical decisions when considering voluntary
contributions to the societies in which they operate. Many donations promoting the common good may
have no apparent tangible benefits to the company itself but the reputation of being a 'caring company'
must not be under-estimated.
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Marking scheme
Marks
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Unacceptable events
Clearly the production breakdown was an unacceptable event because of its consequences and
its avoidability. Franks and Fisher is trying to establish itself in various product markets and
therefore disruption in supply could have particularly serious consequences. If internal audit
recommendations can reduce the chances of this happening in future, clearly this will be a major
benefit.
Cost-benefit considerations
The fact that the board are talking about limiting internal audit's work may indicate that cost-
benefit considerations are significant. Fears that internal audit will interfere with operational
departments may well be exaggerated, and well-directed internal audit work should bring
benefits. However if internal audit's work is going to be seriously limited, it may not be worthwhile
employing an internal auditor.
(b) Arguments in favour of external recruitment
Other experience
An external recruit can bring fresh perspectives gained from working elsewhere. He can use his
experience of other organisations' problems to identify likely risk areas and recommend
practical solutions and best practice from elsewhere.
Independence of operational departments
An internal recruit is likely to have built up relationships and loyalties with people whom he has
already worked, perhaps owing people favours. Equally he could have grievances or have come
into conflict with other staff. These could compromise his independence when he comes to
audit their departments.
Prejudices and biases
An internal recruit is likely to have absorbed the perspectives and biases of the organisation.
He thus may be more inclined to treat certain individuals or departments strictly, whilst giving
others the benefit of the doubt when maybe that is not warranted.
Auditing own work
Recruiting internally could mean that the internal auditor has to audit the department for which
he worked, or even his own work. These would mean that he lacked the detachment
necessary to be objective. This would not be a danger with an external recruit not previously
involved with operations.
(c) Inappropriateness of reporting to Mr Kumas
There are a number of reasons why internal audit should not report to Mr Kumas.
Independence of internal audit
Internal audit's independence as a check on internal controls will be compromised by having to
report to Mr Kumas, because he has responsibility for operations as an executive director.
Instead internal audit should report to the chair of the audit committee, on the grounds he is, or
should be, an independent non-executive director with no operational responsibilities. The
corporate governance codes emphasise the importance of this.
Employment of internal audit
If internal auditors report to Mr Kumas, he will have responsibility for establishing their pay
and conditions. Thus they will have a significant personal interest in not producing adverse
findings and hence antagonising him.
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12 Southern Construction
(a) Using the AAA model:
1 What are the facts?
The facts as we know it from the scenario are as follows:
– Edwards has knowingly broken the rules
– Misappropriation of shareholders funds has occurred
– Control systems (budgeting and expense checking) have failed
2 What are the ethical issues?
There are a range of ethical issues which could be considered here:
– Should Pearson be punished even if he has acted for the greater good of the
organisation? (utilitarianism)
– Does Edwards need to be ‘seen’ to do the right thing?
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– Should Edwards conceal the issue from key stakeholders regardless of how he
chooses to act? (Transparency issues)
– If the behaviour is widespread, should Edwards be treated as a scapegoat?
– Should loyalty affect a decision?
3 What are the norms, principles and values?
Normal business practice might be to:
– Recognise that he has acted within accepted norms
– Punish stealing/rule breaking whatever the circumstances
– Deal with any tricky situation in house if there is no legal reason to disclose
– Consider the wider impact of a rash decision ie – he is a key member of the team
and so sacking him could make the situation worse
4 What are the alternative courses of action?
Options include:
– Sack Edwards
– Suspend pending further investigation
– Interview him and accept his version
– Investigate the extent of the losses before deciding what to do
– Verbal warning but ask him to continue to work with client
– Demote/remove authority
– Keep in position but reduce authorisation limits
– Do nothing
FOR EACH OPTION YOU WOULD NEED TO BE ABLE TO EXPLAIN THE
CONSEQUENCES (ie the impact the options would have on stakeholders) eg the IA
department, the bank, the rest of the sales team.
This would be step 6 of the AAA model
5. and 7. What is the best course of action and what is the decision?
The final section of an answer should include a justification of which action you would take,
and why you would take it. You could also enhance your justification by relating it to
appropriate ethical theory.
(b) Tucker’s 5 question model
Based on a solution which suggests that the best action would be to discipline Edwards internally
but leave him in his role to continue to develop the business with the client:
Is the decision profitable?
YES – Pearson knows the business, the client and the systems. He has not stolen for personal
gain, so shows commitment to the organisation and will continue to do so.
Is the decision legal?
YES – Pearson has bent the company rules but has not acted broken any laws. If he has the
paperwork to prove that he has not taken any money for his own gain, the company can deal with
the situation as it sees fit, and in the best interests of the shareholders
Is the decision fair and equitable?
To whom? Stakeholders or mainly shareholders?
Probably yes as the company will not lose a key client. Some stakeholders such as the IA
department will have to be consulted.
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Pilot paper
Paper P1
Note: some questions from the original pilot paper have been removed from these notes to be used
elsewhere in your BPP materials. Those that remain are to be used on the taught phase of your studies.
Question 1
Chemco is a well-established listed European chemical company involved in research into, and the production of,
a range of chemicals used in industries such as agrochemicals, oil and gas, paint, plastics and building materials.
A strategic priority recognised by the Chemco board some time ago was to increase its international presence as
a means of gaining international market share and servicing its increasingly geographically dispersed customer
base. The Chemco board, which operated as a unitary structure, identified JPX as a possible acquisition target
because of its good product ‘fit’ with Chemco and the fact that its geographical coverage would significantly
strengthen Chemco’s internationalisation strategy. Based outside Europe in a region of growth in the chemical
industry, JPX was seen by analysts as a good opportunity for Chemco, especially as JPX’s recent flotation had
provided potential access to a controlling shareholding through the regional stock market where JPX operated.
When the board of Chemco met to discuss the proposed acquisition of JPX, a number of issues were tabled for
discussion. Bill White, Chemco’s chief executive, had overseen the research process that had identified JPX as a
potential acquisition target. He was driving the process and wanted the Chemco board of directors to approve the
next move, which was to begin the valuation process with a view to making an offer to JPX’s shareholders. Bill
said that the strategic benefits of this acquisition was in increasing overseas market share and gaining
economies of scale.
While Chemco was a public company, JPX had been family owned and operated for most of its thirty-five year
history. Seventy-five percent of the share capital was floated on its own country’s stock exchange two years ago,
but Leena Sharif, Chemco’s company secretary, suggested that the corporate governance requirements in JPX’s
country were not as rigorous as in many parts of the world. She also suggested that the family business culture
was still present in JPX and pointed out that it operated a two-tier board with members of the family on the upper
tier. At the last annual general meeting, observers noticed that the JPX board, mainly consisting of family
members, had ‘dominated discussions’ and had discouraged the expression of views from the company’s
external shareholders. JPX had no non-executive directors and none of the board committee structure that many
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listed companies like Chemco had in place. Bill reported that although JPX’s department heads were all
directors, they were not invited to attend board meetings when strategy and management monitoring issues were
being discussed. They were, he said, treated more like middle management by the upper tier of the JPX board
and that important views may not be being heard when devising strategy. Leena suggested that these features
made the JPX board’s upper tier less externally accountable and less likely to take advice when making
decisions. She said that board accountability was fundamental to public trust and that JPX’s board might do well
to recognise this, especially if the acquisition were to go ahead.
Chemco’s finance director, Susan Brown advised caution over the whole acquisition proposal. She saw the
proposal as being very risky. In addition to the uncertainties over exposure to foreign markets, she believed that
Chemco would also have difficulties with integrating JPX into the Chemco culture and structure. While Chemco
was fully compliant with corporate governance best practice, the country in which JPX was based had few
corporate governance requirements. Manprit Randhawa, Chemco’s operations director, asked Bill if he knew
anything about JPX’s risk exposure. Manprit suggested that the acquisition of JPX might expose Chemco to a
number of risks that could not only affect the success of the proposed acquisition but also, potentially, Chemco
itself. Bill replied that he would look at the risks in more detail if the Chemco board agreed to take the proposal
forward to its next stage.
Finance director Susan Brown, had obtained the most recent annual report for JPX and highlighted what she
considered to be an interesting, but unexplained, comment about ‘negative local environmental impact’ in its
accounts. She asked chief executive Bill White if he could find out what the comment meant and whether JPX
had any plans to make provision for any environmental impact. Bill White was able to report, based on his
previous dealings with JPX, that it did not produce any voluntary environmental reporting. The Chemco board
broadly supported the idea of environmental reporting although company secretary Leena Sharif recently told Bill
White that she was unaware of the meaning of the terms ‘environmental footprint’ and ‘environmental reporting’
and so couldn’t say whether she was supportive or not. It was agreed, however, that relevant information on
JPX’s environmental performance and risk would be necessary if the acquisition went ahead.
Required
(a) Evaluate JPX’s current corporate governance arrangements and explain why they are likely to be
considered inadequate by the Chemco board. (10 marks)
(b) Manprit suggested that the acquisition of JPX might expose Chemco to a number of risks. Illustrating from
the case as required, identify the risks that Chemco might incur in acquiring JPX and explain how risk can
be assessed. (15 marks)
(c) Construct the case for JPX adopting a unitary board structure after the proposed acquisition. Your answer
should include an explanation of the advantages of unitary boards and a convincing case FOR the JPX
board changing to a unitary structure. (10 marks)
(d) Explain FOUR roles of non-executive directors (NEDs) and assess the specific contributions that NEDs
could make to improve the governance of the JPX board. (7 marks)
(e) Write a memo to Leena Sharif defining ‘environmental footprint’ and briefly explaining the importance of
environmental reporting for JPX. (8 marks)
(Total = 50 marks)
Question 1
This question is an example of what’s likely to be a common type of question on this paper, evaluate the
inadequacies and suggest improvements. However parts (c) and (d) are quite specific about which areas you
have to discuss, indicating you need a detailed knowledge of corporate governance issues to underpin your
discussions. The question part on risk is mixed in with this discussion on corporate governance, indicating how
different parts of the syllabus will be combined in the case study question.
This question covers material from a number of chapters, and you can expect Question 1 to be drawn from areas
covered across the whole of your Study Text.
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Question 2
In a recent case, it emerged that Frank Finn, a sales director at ABC Co, had been awarded a substantial over-
inflation annual basic pay award with no apparent link to performance. When a major institutional shareholder,
Swanland Investments, looked into the issue, it emerged that Mr Finn had a cross directorship with Joe Ng, an
executive director of DEF Co. Mr Ng was a non-executive director of ABC and chairman of its remunerations
committee. Swanland Investments argued at the annual general meeting that there was 'a problem with the
independence' of Mr Ng and further, that Mr Finn’s remuneration package as a sales director was considered to
be poorly aligned to Swanland’s interests because it was too much weighted by basic pay and contained
inadequate levels of incentive.
Swanland Investments proposed that the composition of Mr Finn’s remuneration package be reconsidered by the
remunerations committee and that Mr Ng should not be present during the discussion. Another of the larger
institutional shareholders, Hanoi House, objected to this, proposing instead that Mr Ng and Mr Finn both resign
from their respective non-executive directorships as there was 'clear evidence of malpractice'. Swanland
considered this too radical a step, as Mr Ng’s input was, in its opinion, valuable on ABC’s board.
Required
(a) Explain FOUR roles of a remuneration committee and how the cross directorship undermines these roles
at ABC Co. (12 marks)
(b) Swanland Investments believed Mr Finn’s remuneration package to be ‘poorly aligned’ to its interests.
With reference to the different components of a director’s remuneration package, explain how Mr Finn’s
remuneration might be more aligned to shareholders’ interests at ABC Co.
(8 marks)
(c) Evaluate the proposal from Hanoi House that both Mr Ng and Mr Finn be required to resign from their
respective non-executive positions. (5 marks)
(Total = 25 marks)
Question 2
This question has some similarities to Question 1, requiring knowledge of specific areas of good corporate
governance practice and application of that knowledge to identify weaknesses and recommend improvements.
Ethics part (c) is only worth 5 marks; you may well encounter more complex ethical situations requiring
discussion worth more marks.
Chapter 3 of your Study Text thoroughly covers the issues involved in this question.
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END OF APPENDIX A
198
Appendix B:
Information
about M&S
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15: APPENDIX B: INFORMATION ABOUT M&S
Brief History
1880s and 1890s: Having started trading from a market stall in Leeds the founder Michael Marks moved to
Manchester and in 1894 went into partnership with Tom Spencer.
1900s: Tom Spencer died in 1905 (although he had not been an active partner in the business for a while) and
Michael Marks in 1907. Michael was succeeded in the business by his son Simon, still only in his late teens.
1920s to 1950s: The business bought direct from manufacturers with whom it established good, if slightly
paternalistic relationships. There was a similar tone in the staff welfare introduced in the 1930s. In 1926 the
company went public although the family retained a high level of power.
1960s and 1970s: The charismatic Chairman Simon Marks died in 1964, succeeded by family member Israel
Seiff.
1980s and 1990s: Derek Rayner became the first Chairman from outside the founding families. He was
Chairman from 1984 to 1991 and oversaw the acquisition of the American company Brooks Brothers in 1988
(subsequently sold in 2001). He took steps to secure his successor Richard Greenbury by appointing him CEO in
1988. Richard Greenbury was Chairman (and CEO) until 1999. In 1998 M&S was the first British retailer to make
pre-tax profits of more than £1billion.
2000s: Following Richard Greenbury’s departure the company suffered a slump in its fortunes. There were
problems in the board room and shareholders were keen to know who to blame for the company’s problems.
Some believed the problems stemmed from decisions made by Richard Greenbury. The company finally started
accepting credit cards (other than its own store card) in early 2000. Stuart Rose the current CEO is credited with
turning the business around following his appointment in 2004.
2008: In early 2008 the business was criticised when it was announced that Stuart Rose was to be elevated to
the position of Executive Chairman (ie joint CEO/Chairman). There was also criticism after it emerged that he
had invested money in a business belonging to one of the non-executive directors. The company announced
disappointing trading results on 1 July 2008 and saw the value of its shares fall by nearly a quarter in one day (to
£2.40 having reached a peak of £7.66 in May 2007) although its profits after tax were an impressive £821 million
for the year to 29/3/08 (£660 million in the previous year).
2010: In May 2010 Marc Bolland replaced Stuart Rose as CEO. Stuart Rose remained as Chairman until a
successor, Robert Swanwell was appointed in January 2011. Marc Bolland is a NED at Manpower Inc and
Robert Swanwell serves as a NED at HMV Group plc.
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M&S page 39
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M&S page 40
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M&S page 41
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M&S page 45
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M&S page 48
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M&S page 49
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M&S page 50
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M&S page 51
214
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Question 1
Question text
Sixstreams Water provides tap water and sewage services for about 10% of the population of the
European country in which it is based. Internationally it provides consultancy services to water
suppliers in developing countries. It is the monopoly supplier in the region in which it operates and
consequently is heavily regulated by the national government. It has been listed on a European stock
exchange for about 20 years. Perceived by investors as a low risk, low return investment its share
price and the volume of trading in its shares increased significantly following news that a water
supplier, TAP Water, based in East Asia was considering making a takeover offer for Sixstreams
Water.
On news of the takeover regional politicians voiced concerns about a business that was of such
importance to the region being controlled by a foreign company. However these concerns did not
prevent the takeover of Sixstreams by TAP Water going ahead some weeks later.
On acquiring Sixstreams Water, TAP Water have retained all the executive director s but have
replaced the non-executive directors with three new non-executives (NEDs) who are all executive
directors of the holding company TAP Water.
Required
(a) Explain the competing stakeholder claims of short-term shareholders, long-term investors and
customers of Sixstreams Water and recommend how conflicts between these claims should be
resolved. (12 marks)
(b) Briefly describe the role of non-executive directors and assess the decision to replace the NEDs
at Sixstreams. (5 marks)
(c) Compare and contrast the rules-based approach used to regulate Sixstreams Water’s operational
activities with the principles-based approach used for corporate governance of the company.
(8 marks)
(Total = 25 marks)
Return address:
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Student name: ........................................................................................
Date of birth: ........................................ 19......................
Address: ..................................................................................................
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Section A
Question 1 – this question is compulsory
Question text
Company details
Friar Holdings plc is a company based on the south coast of England specialising mainly in property
management, but with a large subsidiary, Renton Marine, specialising in boatbuilding. Friar Holdings
was floated on the Stock Exchange last year, and as a result its shareholding pattern changed,
although Chris Friar, its Chief Executive for the last ten years, still owns 22% of the issued share
capital. The Allied and Temple Merchant Bank owns 16% of the issued share capital and no other
shareholder owns more than 5%.
Board details
The board members of Friar Holdings are as follows:
• Chris Friar – Chief Executive
• Gordon Underwood – Finance Director
• Tim Heward – Operations Director
• Jane Heward – Sales Director
• Kim Majors – Marketing Director
• April Ralph – Non-Executive Director
• Lorna Wade – Non-Executive Director
• Tim Heward and Jane Heward are married, and April Ralph is engaged to be married to Chris
Friar.
April Ralph was previously Managing Director of Renton Marine until her resignation two years ago
when Renton Marine was acquired by Friar Holdings. Lorna Wade is Managing Director of Wade
Boats, a company that sells top-of-the range yachts and has been supplied by Renton Marine for a
number of years. Gordon Underwood is the only board member with significant financial experience
and a professional qualification.
Up until 18 months ago Gordon Underwood was the partner in charge of the audit of Friar Holdings
until he left the auditors and joined the board of Friar Holdings.
April Ralph and Lorna Wilde were appointed as non-executive directors when Friar Holdings obtained
a listing; the other directors have been directors for a number of years.
The only board committee is the audit committee chaired by Gordon Underwood, which also includes
April Ralph and Lorna Wilde. Friar Holdings’ small internal audit department reports to the audit
committee.
Friar Holdings is about to prepare its first accounts after having been floated.
The following issues were discussed at a recent board meeting.
Corporate governance disclosures
Gordon Underwood indicated that as a listed company, Friar Holdings would have to fulfil enhanced
legal and stock exchange disclosure requirements, including disclosing failures to fulfil corporate
governance disclosure requirements. Chris Friar commented that clearly the codes gave companies a
Question 3
Question text
The chairman of a large financial services company, after discussion with the non-executive directors
and the Audit Committee, has become concerned that the company is taking too many risks in its
business operations.
The company has been very successful and has grown rapidly by being more innovative than its
competitors in designing and selling new products. These include investment and savings plans and
long-term loans to high-income individuals. This has been achieved in a decentralised environment by
rewarding product managers with substantial bonuses on current profits earned by products they
have designed and for which they are responsible. Sales executives have been rewarded by high
commissions on sales. The company has been successful in recruiting and retaining very able staff by
providing the highest rewards in the industry. Staff have the maximum freedom to maximise their
earnings.
Regulation of the industry has increased considerably, and is expected to increase further. There
have been no major problems with the regulatory authorities. However, following a series of minor
problems, some products have had to be withdrawn or modified and some sales staff have been
disciplined. The company has often been criticised by consumer organisations and journalists for its
treatment of customers, and its products appear poor value for money in comparative surveys.
The Chairman is proposing to introduce a company code of conduct with the aims of instilling ethical
values and helping the company appear in a better light in newspapers and surveys.
Question 4
Question text
'The Enron debacle is the latest reminder of the perniciousness of a business elite. Directors of Enron
made a huge amount of money from cooking the books and roasting the accounts. Non-executive
directors were the pals of directors, hired to put up the appearance of corporate accountability to
stakeholders, and collecting hefty fees for an odd day's work'. (Austin Mitchell MP, May 2002)
Required
(a) Explain the role of non-executive directors in the corporate governance of a listed company.
(7 marks)
(b) Discuss the potential problems associated with this role and suggest ways in which these may be
avoided. (8 marks)
Hammond Transport plc is shortly to seek a stock exchange listing and as a consequence is
improving its corporate governance. One step it is taking is setting up an audit committee. The
directors are currently interviewing potential non-executive directors and has been asking them their
views of what the responsibilities of non-executive directors and the audit committee should be.
Applicant 1 stated that she had read Austin Mitchell's views and fully agreed with them. In her opinion
non-executive directors were 'guardian angels' and as a result they should adopt an
uncompromisingly ethical approach to all their duties, particularly their work on the audit committee.
Applicant 2 stated that Austin Mitchell's views were good for quick quotes in the press. However 'in
the real world' away from politics, non-executive directors had to be primarily responsible for
promoting the company's interests – the job of directors was to direct the company towards
maximising its profits. The bigger the profits, the greater the benefits to more people. The financial
and opportunity costs of setting up the audit committee were only worthwhile if it could demonstrate its
recommendations had produced clear benefits.
Required
(c) Analyse the applicants' views on the responsibilities of the audit committee using the
deontological and utilitarian views of ethics. (5 marks)
(Total = 20 marks)