Governance Flashcards
(92 cards)
What is agency theory? (Relationship)
Deals with the relationship between the owners of the company (the “principal”) and its directors (the “agents”)
The owners of a company expect the directors to run the business in the best interest of the owners.
Agents of the company have a fiduciary duty (ie duty of trust and care) to the shareholders
The significance of this will depend on the nature of the company.
Eg a small family owned and operated business may not experience agency problems (if all family are directors)
Whereas large listed company, may have a diverse shareholders who do not have access to company info other than published company info.
Understanding who the stakeholders are in a large and complex organisation is an important part of governance.
What is a stakeholder?
Anyone who can influence an organisation or who can be influenced by it.
Stakeholders are important because they make demands on the organisation; often referred to as stakeholder claim
Stakeholder theory 2 main motivations?
Normative -
1.looking after stakeholder interests is driven by an internal motivation.
2. The belief that a business has a moral and ethical duty to towards its stakeholders.
3. An altruistic approach rather than business strategic one - ethical hear is seen as an end in itself.
Instrumental
1. Motivation is to recognise that the business exists primarily for economics reasons (maximise shareholder wealth etc).
2. Performance of the business is priority with actions taken with regards to other stakeholders based on “how it will help the business”
Types of continuum (7 types)? (PDRESSS)
Pristine capitalism - towards the instrumental end of the spectrum to maximise shareholder wealth
Expediency - also max shareholder wealth but recognising than an element of spend on social responsibility is expedient to achieve shareholder wealth
Social contract position - with roots in political theory, recognises that society allows the organisation to operate and this will only continue so long as the organisation is deserving of its license to operate
Social ecologist - one step further on social contract and the organisation has a responsibility to take positive steps in relation lot its CSR (beyond social norm)
Socialists - business should be conducted in a very different way, such that societal issues are addressed and benefits to stakeholders far beyond shareholders
Radical feminists - also behave in a radical different approach to business, such that connectedness, mercy, compassion, fairness underpin business practice.
Deep ecologists - believe that humans have no greater right to the world than other elements in, and thus the way business is run is fundamentally not in balance with how it should be
Types of stakeholders?
Direct - usually have a voice -(shareholders/customer) and can communicate with the company to make their claim known
Indirect - consider future generations or the natural world - their claim will have to be represented by someone and may be difficult to interpret but still a valid stakeholder claim.
Important stakeholders?
1.Institutional investors
2. Trade unions
3. Pressure groups
What is Institutional investors stakeholder?
Often hold large proportion of a company’s shares
Can influence the company via voting rights and requests one to one meetings on any issues where they feel necessary
Stewardship code in uk requires institutional investors to consider their interaction with a company carefully in order to add to CG
What are trade unions?
Can play a constructive role in CG including;
- Organising compliance of the workforce
- Uniting the workforce behind a strategy
- Increasing commitment to the employer and its practices
- Managing change, making the achievement of strategy more likely
- Protecting employees from management abusing their position (positive for shareholders as abuse could impact productivity)
- Champion employees in terms of pay, conditions and demands can sometimes be in conflict with company strategy especially if the board needs to reduce costs.
Concepts underpinning CG (HARD FOR IJIT)
Honesty
Accountability
Responsibility
Diversity
Fairness
Openness
Reputation
Integrity
Judgement
Independence
Transparency
What is fairness of CG?
All shareholders receive fair treatment from directors. Eg each share should entitle the holder to one vote at a company meeting. In the uk this concept is reinforced by company law which offers some protection to minority shareholders.
Principles (UK) vs rules based (US)
Rules based:
CG provisions are legally binding
Non compliance is punishable by fines or ultimately by delisting and director prosecutions
A rules based approach places more emphasis on achieving definite goals/targets (tick box exercise)
More stricter
Principles based:
Focuses on the objectives of good CG and emphasis on companies are controlling the business in an appropriate way
Less of a burden on companies than rules based where rules may not be appropriate to company
If companies choose not to comply with any suggested principles, they have flexibility to explain - comply or explain
Gives investors the chance to make up their own minds as to whether they think the company is doing enough to control their business
What is openness/transparency of CG?
Openness:
Openness of discussions, clarity in reporting, giving out rather than concealing info unless there are sound commercial reasons for not disclosing it.
This is particularly important in FR as this is the primary source of info that investors have for making effective investment decisions .
Transparency:
Eg whether or not a company decides to issue a profit warning ahead of releasing its result if it has failed to deliver on market expectations.
This can cast doubt on the competence of the directors and have an adverse effect on the share price.
However investors need to know the risks associated with their investments so it can create an ethical dilemma as to whether to disclose.
What is independence of the underpin concept of CG?
Freedom from the influence of another party.
CG guidance is that a proportion of a board of directors should be non exec directors.
External auditors should also be independent of the company. This independence can be threatened by large fee income or personal relationships with key client staff.
CG sets out good practice in these relationships and safeguards that can be put in place to manage them.
Honesty and integrity of CG concept?
Representation of facts and figures in a set of accounts without any intentional misrepresentation to enhance results or conceal bad news.
Responsibility of CG concept?
Although directors should delegate tasks to other managers, can’t delegate responsibility. Directors solely accountable to the shareholders for the performance and activities of the business
What is the role of judgement for directors (CG Concept)?
Directors should exercise professional judgement in their decisions, applying their skills and experience to make the best decisions for the company and its stakeholders.
What does accountability mean for directors (GC Concept)?
Directors are answerable to shareholders and must account for the company’s performance, typically through the publication of audited financial statements.
Why is diversity important in a board of directors (CG Concept)?
Diversity is beneficial for board operation as it allows for a range of personalities and experiences, enabling proper challenges to strategy and avoiding groupthink.
What factors can influence a company’s reputation (CG concept)?
A company’s reputation may be based on its commercial success, management competence, or environmental record.
For example, some banks only invest in ethical funds, attracting investors with similar values, while some companies have suffered poor reputations for unethical practices.
OECD Report 5 main principles?
- The rights of shareholders
- The equitable treatment of shareholders
- The role of stakeholders in CG
- Disclosure and transparency
- Responsibilities of the board
What are mandatory disclosures in reporting?
Components of the annual report required by law, regulation or accounting standard.
Eg SOCI, SFP, SCF, SCE, auditors report, CG disclosures eg remuneration report and some items in the directors report
Law often requires that most of this reporting to be reviewed by an independent third party
What are voluntary disclosures?
Components of annual report not required by law/regulation but a company may choose to disclose.
Eg risk info, chief executives review
Give a fuller picture of the state of the company,
Makes AR more forward looking with narrative (predictive)
Helps transparency in communicating more fully
Gives more complete view of company
Enables to company to address specific shareholder concern as they arise eg media bad rep
Considerable amount of qualitative info that cannot be converted using numbers eg strategy
What is integrated reporting?
An aspect of voluntary reporting - adding value to stakeholders.
Aims of integrated reporting (7)?
- Improve quality of information to providers of financial information
- More efficient corporate reporting
- Enhance accountability and stewardship
- Focus on the creation of ST, MT & LT value by supporting decision making
- Aimed at private sector, for profit companies of any size that can be applied and adapted for public sector and NFPs
- Principles based not rules based to allow flexibility but allowing comparability
- More than just a summary of other info, could be standalone or part of another document
Should include a statement from those charged with governance acknowledging their Reilly to ensure integrity of IR, that they applied their collective mind and have given a conclusion whether the report is presented in accordance with the framework.