buss 3017 global issues for accounting topic 4 – corporate governance
TRANSCRIPT
Lecture Objectives Understand what corporate governance is & why
good corporate governance systems are needed.
Agency theory.
Overview the key areas involved in corporate governance & the alternative approaches.
The role of accounting and financial reporting in corporate governance.
The role of ethics.
Corporate Governance
“The system by which business corporations are directed and controlled. The corporate governance structure specifies the distribution of rights & responsibilities among different participants in the corporation, such as the board, managers, shareholders & other stakeholders and spells out the rules and procedures for making decisions on corporate affairs. By doing this, it also provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance”
(OECD principles of corporate governance, 2004)
Westpac & Corporate Governance
“Corporate governance is concerned with how the company is directed and managed; objective setting; risk management; & performance assessment.
We understand corporate governance as part of the broader corporate responsibility framework – it is about promoting fairness, transparency and accountability by setting out the rights and responsibilities of the board, management and shareholders.
Growing evidence links good governance and enhanced shareholder returns.”
& Corporate Governance
HSBC is committed to high standards of corporate governance. HSBC Holdings has complied with the applicable code provisions of the combined code on Corporate Governance issued by the Financial Reporting Council ('the Combined Code') throughout the year save for code provision A 2.2 as the Group Chairman did not on appointment meet the Combined Code's independence criteria.
HSBC Holdings has complied with all applicable code provisions of the Code on Corporate Governance Practices in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited throughout the year.
& Corporate Governance
The Board has appointed a number of committees consisting of certain Directors, Group Managing Directors and, in the case of the Corporate Sustainability Committee, certain co-opted non-director members. The following are the principal committees:
Group Management Board Group Audit Committee Remuneration Committee Nomination Committee Corporate Sustainability (CS) Committee
The Directors are responsible for internal control in HSBC and for reviewing its effectiveness.
HSBC regularly updates its policies and procedures for safeguarding against reputational and operational risks.
Agency Theory
Agency relationship is where a principal delegates decision-making authority to an agent.
Monitoring Costs Behaviour of the agent
Bonding Costs Incurred by agent
Residual Loss Reduction in wealth caused by the agent’s non optimal
behaviour
Agency Problems
Risk aversion Dividend retention Horizon disparity
To reduce these problems we need to link management’s rewards to certain conditions.
Bonus Plans
Bonus Plan Hypothesis: if a managers’ remuneration is tied to accounting profit through a bonus plan, they will adopt accounting policies that shift reported income from future periods to the current period.
Key assumption: Individuals act in self interest
Elements of Good Corporate Governance
OECD 6 Principles
i. Ensuring the basis for an effective corporate governance framework.
ii. The rights of shareholders & key ownership functions
iii. The equitable treatment of shareholders
iv. The role of stakeholders in corp. governance
v. Disclosure & transparency
ASX 10 Principles
1. Lay solid foundations for management & oversight
2. Structure the board to add value
3. Promote ethical & responsible decision making
4. Safeguard integrity in financial reporting
5. Make timely & balanced disclosure
Elements of Good Corporate Governance (Cont).
OECD 6 Principles
vi. The responsibilities of the board
ASX 10 Principles
6. Respect the rights of shareholders
7. Recognise & manage risk8. Encourage enhanced
performance9. Remunerate fairly &
responsibly10. Recognise the legitimate
interests of stakeholders
Approaches to Corporate Governance
Two broad approaches: Rules based Principles based
In practice, for most countries, corporate governance involves combinations of the above.
Role of Accounting & Financial Reporting in Corporate Governance
Use of accounting information to promote appropriate decisions
Disclosures
Informing shareholders & stakeholders
Financial Reporting Problems
Financial reports should be transparent & accurate
Management remuneration
Share prices
Ethics
The standards of conduct that indicate how one should behave based on moral duties & virtues.
Need to set the tone at the top
Key Question: If your friends or family were to read about your behaviour in the newspaper, what would they think?
Ethical Principles
Honesty and Integrity: We act with honesty and integrity.
Professional Behaviour: We operate within the letter and the spirit of applicable laws.
Competence: We bring appropriate skills and capabilities to every client assignment.
Objectivity: We are objective in forming our professional opinions and the advice we give.
Confidentiality: We respect the confidentiality of information.
Ethical Principles (Cont)
Fair Business Practices: We are committed to fair business practices.
Responsibility to Society: We recognize and respect the impact we have on the world around us.
Respect and Fair Treatment: We treat all our colleagues with respect, courtesy and fairness.
Accountability and Decision-Making: We lead by example, using our Shared Values as our foundation
(Deloitte Touche Tohmatsu)
Lecture Objectives Global focus on corporate governance
Understand why there are differing corporate governance systems worldwide
Discuss the characteristics of the insider & outsider systems of corporate governance
Global Focus on Corporate Governance
OECD The United Nations Conference on
Governance EU The Business Roundtable (BRT) APEC World Bank & IMF IASB IFAC
Cadbury Report
Principal Recommendations: Boards should have checks & balances to ensure
that no one individual has unfettered powers of decision.
A board should have at least 3 non-executives, of whom at least 2 should be fully independent.
A board should have an audit committee composed exclusively of non-executive members
A board should explain its corporate governance procedures.
CalPERS
Large institutional investor US$248 Billion Global Corp. Gov. Principles -1997
Accountability & Transparency Voting method improvements Codes of best practice Long term vision International comparability
Publishes list of “best” & “worst” companies
Outsider System
Market based
Dispersed ownership
Principal/agent problems paramount
Dominant force in international corporate gov.
“Outsider” - Strengths
Dispersed ownership Primacy of shareholder interests in
company law Protection of minority shareholder
interests Strong disclosure requirements Fluid capital investment
“Outsider” - Weaknesses
Over dominant & over paid CEOs Board composition Failures in reporting & transparency Short term focus Instability of governance Agency problems
European Insider System
Different corporate history & values More dependent on debt than equity Close business networks Diverse board composition Agency problem almost non-existent
“European Insider” - Strengths
Representation of diverse interests on board
Less agency problems Recognition of a wider group of
stakeholders Close relationship with banks Stability of ownership Facilitates longer-term business
strategies
“European Insider” - Weaknesses
Lack of institutional investors Less emphasis on public disclosure Voting restrictions Elaborate governance procedures can
be time-consuming Business networks can create
complacency Weak investor protection by company
law
Relationship Based – Insider System
Asia Pacific region Family control Close relationships with:
Creditors, suppliers & major customers Regulators & state officials
Minimal disclosure & transparency Very little external monitoring Finance dominated by banks
“Relationship Based – Insider System” - Strengths
Principal/agent problem eliminated
Commercial strength through “sister” companies
Strength & stability of tradition
“Relationship Based – Insider System” - Weaknesses
Neglect of minority shareholders Dominant shareholders control
company Lack of board independence/diligence Minimal disclosure & transparency Regulators unable to act Enforcement of contracts is difficult