Governance Flashcards

(92 cards)

1
Q

What is agency theory? (Relationship)

A

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.

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2
Q

What is a stakeholder?

A

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

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3
Q

Stakeholder theory 2 main motivations?

A

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”

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4
Q

Types of continuum (7 types)? (PDRESSS)

A

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

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5
Q

Types of stakeholders?

A

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.

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6
Q

Important stakeholders?

A

1.Institutional investors
2. Trade unions
3. Pressure groups

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7
Q

What is Institutional investors stakeholder?

A

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

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8
Q

What are trade unions?

A

Can play a constructive role in CG including;

  1. Organising compliance of the workforce
  2. Uniting the workforce behind a strategy
  3. Increasing commitment to the employer and its practices
  4. Managing change, making the achievement of strategy more likely
  5. Protecting employees from management abusing their position (positive for shareholders as abuse could impact productivity)
  6. 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.
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9
Q

Concepts underpinning CG (HARD FOR IJIT)

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Honesty
Accountability
Responsibility
Diversity

Fairness
Openness
Reputation

Integrity
Judgement
Independence
Transparency

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10
Q

What is fairness of CG?

A

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.

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11
Q

Principles (UK) vs rules based (US)

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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

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12
Q

What is openness/transparency of CG?

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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.

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13
Q

What is independence of the underpin concept of CG?

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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.

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14
Q

Honesty and integrity of CG concept?

A

Representation of facts and figures in a set of accounts without any intentional misrepresentation to enhance results or conceal bad news.

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15
Q

Responsibility of CG concept?

A

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

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16
Q

What is the role of judgement for directors (CG Concept)?

A

Directors should exercise professional judgement in their decisions, applying their skills and experience to make the best decisions for the company and its stakeholders.

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17
Q

What does accountability mean for directors (GC Concept)?

A

Directors are answerable to shareholders and must account for the company’s performance, typically through the publication of audited financial statements.

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18
Q

Why is diversity important in a board of directors (CG Concept)?

A

Diversity is beneficial for board operation as it allows for a range of personalities and experiences, enabling proper challenges to strategy and avoiding groupthink.

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19
Q

What factors can influence a company’s reputation (CG concept)?

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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.

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20
Q

OECD Report 5 main principles?

A
  1. The rights of shareholders
  2. The equitable treatment of shareholders
  3. The role of stakeholders in CG
  4. Disclosure and transparency
  5. Responsibilities of the board
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21
Q

What are mandatory disclosures in reporting?

A

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

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22
Q

What are voluntary disclosures?

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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

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23
Q

What is integrated reporting?

A

An aspect of voluntary reporting - adding value to stakeholders.

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24
Q

Aims of integrated reporting (7)?

A
  1. Improve quality of information to providers of financial information
  2. More efficient corporate reporting
  3. Enhance accountability and stewardship
  4. Focus on the creation of ST, MT & LT value by supporting decision making
  5. Aimed at private sector, for profit companies of any size that can be applied and adapted for public sector and NFPs
  6. Principles based not rules based to allow flexibility but allowing comparability
  7. 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.

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Six capitals of IR? (FISHMN)
1. Financial - pool of funds available 2. Intellectual - IP and tacit knowledge 3. Social and relationship - norms and values 4. Human - competencies and motivations 5. Manufacturing - material resources and energy 6. Natural - access to resources
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Fundamental concepts of IR?
1. relationships between organisation and 6 capitals 2. Explanation of organisations business model (inputs through activities to outputs) 3. Creation of value in ST, MT, LT (Look at ext env, mission and vision)
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Guiding principles of IR? (6) RM2C2S
1. Reliability and completeness (All material matters should be included in a balanced way without material error) 2. Materiality and conciseness (disclose info about matters that substantively affect the ability to create value) 3.connectivity of info (show factors affecting ability to create value) 4.consistency and comparability (info presented which is consistent over time and easy to benchmark) 5.Strategic focus and future orientation (Insight into org strategy) 6. Stakeholder responsiveness (insight to nature and quality of relationships with key stakeholders)
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Content elements of IR? (POGBBROS)
1. Performance (to what extent org achieved its strategic objectives for the period and impact on the capitals) 2. Outlook (challenges and uncertainties org likely to encounter in the course of strategy and implications on business model and future performance) 3. Governance (how the org gov structure supports its ability to create value in ST,MT LT) 4. Basis of preparation (how the org determines what matters to include in the IR and how to quantify or evaluate it) 5. Business model (what is the business model) 6. Risks and opportunities (specific risk + opportunities that affect org ability to generate value in ST MT LT and how it deals with it) 7. Organisational overview and ext env (what org does and what circumstances it operates in) 8. Strategy and resource allocation (direction org wants to go and how it does that)
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Responsibility of Board of directors (BOD) (both exec and non exec)?
1. Taking major policy and strategic decisions - must define the purpose of the company and the values by which it will perform its daily duties and identify the stakeholders relevant to the business of the company. 2. Monitoring and controlling the activities of the company 3. Providing entrepreneurial leadership of the company, within a framework of prudent and effective controls which enable risk to be assessed and managed. 4. Raising the profile of the company 5. Maintaining relationships and dialogue with the shareholders (particularly the institutional investors)
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What is a director and a non exec director?
Director - full time permanent staff who typically have expertise in the industry. Defined by law by what they do rather than title. A person not appointed by the BOD but deemed to be if role equivalent to a director (known as shadow director) Non exec director - not part of exec team or day to day activities but scrutinise and advise on the decisions made by exec directors. NEDS should be independent (no vested interest as an exec director) but may hold shares in company. Engaged part time by the org, bring relevant independent, external advice and scrutiny to the board. Typically occupy positions in audit, remuneration or nominations committees. NEDS have no managerial responsibility and should play a balancing role in reducing conflicts of interest between exec and shareholders.
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4 types of NED roles (SSRP)?
Strategy - contribute to and challenge the direction of the org strategy; offer advice to help the development of a successful strategy. Scrutinise - scrutinise the performance of exec directors in meeting goals and objectives. Monitor the reporting of the performance. NEDS requires to represent the shareholders interests against the possibility that agency issues arise to reduce shareholder value. Risk - satisfy themselves that financial info is accurate and that financial controls and systems of risk management are in place and robust. People - determining appropriate level of remuneration for execs. NEDS are key figures in appointment and removal of senior managers and in succession planning.
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Advantages of NEDs? 7
1. Make sure the company is operating to its full potential 2. Oversee governance process - monitoring executive activity and reviewing strategy 3. Protecting shareholder interests 4. Bring outside experience to the board 5. Offer advice and guidance, spot opportunities or pitfalls where the exec team may to be too close to detail to see 6. They can bring additional business connections and new ideas 7. Ensure the board committees operate independently
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Board diversity advantages?
1. Improve the effectiveness of decision making and reduce ‘group think’ 2. Using talent pool better 3. Better relationships with stakeholders (if board is more representative of them)
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Legal and regulatory frameworks for Directors- basic frameworks within most operate in?
1. Legal rights and responsibilities - directors are entitled to run the company as they see fit, entering into contracts on behalf of the company and delegating approximately tasks to managers. For this service they will be entitled to an appropriate remuneration. 2. Directors have a duty of care to show reasonable competence in their daily work. 3. Directors have a fiduciary duty to act in the best interests of the company. 4. Directors have a duty to not compete with the company and to disclose any personal interests in any contracts. 5. Service contracts - as employee of the company, directors will have a contract with the company and will therefore be bound by local employment law. In the uk this will cover holiday entitlement, sick pay etc. 6. Fixed term contracts - under the companys constitution or the directors service contract, some roles, eg Chief exec or chairman may be for a fixed period 7. Directors required to retire from the board and seek re election annually. Documents associated with the re election vote should justify what they should be reelected. - shareholders can vote for removal with majority vote
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Roles of the CEO: 4
1. Running the organisation business, management and strategy 2. Implementing the decisions of the board 3. Developing the risk management strategies 4. Reviewing the organisations structure and operational performance
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Chairman roles: 7?
1. Leader of the BOD 2. Responsible for ensuring the boards effectiveness as a unit, run for the benefit of the shareholders - eg agreeing or setting the boards agenda ensuring the board meetings take place on a regular basis. 3. Public face of the company 4. Represents the company to investors and other outside stakeholders “public face”. 5. Communication with shareholders (both in writing in annual report and meetings in AGM) 6. Ensures that directors receive relevant information in advance of board meetings so all discussions and decisions are made by directors fully apprised of the situation under discussion. 7. Role extends to co ordinating the contributions of NEDs and facilitating good relationships between exec and NEDs
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Why should CEO and chairman be separate?
If the 2 roles are combined in one person, it represents a considerable concentration of power. Therefore should be a segregation of responsibilities at the head of the company so there is a balance of power and authority
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Examples of practical procedural duties a director takes on induction? 7
1. Build upon market specific skills 2. Contextualise the company’s approach to risk 3. Impart the latest financial information 4. Examine the rules by which the board governs itself and matters reserved for its decision 5. Set out matters delegated to board committees and the terms of reference under which such committees operate 6. Review the company’s CG 7. Scrutinise the company’s business plan and performance against KPI contained within the plan
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Key issues arising in governance? -BREAD
Board leadership - one party too dominant to detriment of the stakeholders Remuneration - are the directors and shareholders aligned Evaluation - is the board achieving objectives and monitoring itself to do so. Audit/accountability - is the board accountable Division of responsibilities - is the board effective (doing job properly), are shareholders interests protected?
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Required boards in a company by CG and optional?
Required: Remunerations committee Audit committee Nominations committee Optional: Risk committee
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What does the remuneration committee do once it has decided the remuneration of directors?
Report to shareholders on their decision usually in annual report CG section. This is also reviewed by ext audit. The remuneration committee also ensures the company complies with relevant laws or codes of best practice.
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Audit committee responsibilities?
At least 3 NEDs excluding chairman, one with financial experience. 1. To monitor the interview of the FS 2. On an annual basis, review the IC and systems and report to shareholders. 3. Monitor and review the effectiveness of the company’s internal audit function 4. Make recommendations to the board in relation to the appointment of ext auditor 5. Monitor and review ext auditors independence, objectivity and effectiveness The audit committee is the bridge between int and ext audit and company.
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Mendelow matrix stakeholder 4 types
Key players - HPHI Consult/Inform - LPHI Satisfy - HPLI No action - LPLI
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What is an environmental footprint
An attempt to evaluate the size of a company’s impact on the environment with respect to: 1. The raw materials that it uses to make its products. These may be renewable or non renewable 2. Any harm to the environment brought about by pollution emissions. These include carbon emissions, spillages etc.
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What theories to use for Macro, country, industry, stakeholder analysis?
Macro - pestle Industry - porters 5 forces Country - porters diamond Stakeholders analysis - mendelow matrix
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Strategy theory of 3 strategies? (EID)
Strategy of experience - 1. Strategy is an adaption and extension of what has worked in the past 2. It is an integrative process Strategy as ideas - 1. Innovation and the need for diversity of ideas within the organisation are critical 2. Driven by impact of environment on staff This requires culture of freedom to fail, time and trust Strategy as an design - 1. Strategy is rational top down process 2. Approach might follow the rational model 3. Senior managers are responsible for strategy
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What is eco management and audit scheme (EMAS) for social and environmental reporting?
Focuses on improving environmental performance with public disclosure Voluntary scheme that requires company to: 1. Set targets 2. Focus on improvement 3. Produce an annual disclosure report 4. Have on site inspections each year of systems 5. Full audit of disclosure report every 3 years
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What is ISO 14000/14001 for social and environmental reporting?
A set of standards for environmental management systems 1.Guidance on how to minimise the firms environmental impact 2. Guidance on how to create an environmental management system 3. Firm produces a policy 4. Regular assessment of impact on the environment 5. Public declaration of compliance with the ISO only
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Porters diamond theory 5 items
Factor conditions Demand conditions Strategy structure and rivalry Relating and supporting industries Government
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What is SAF analysis and what’s it used for?
To evaluate a plan or strategy: Sustainability - does it fit with mission and objectives and also crucially the internal and external environment of the business Acceptability - will our stakeholders allow us to do it? - likely risks vs expected returns Feasibility - resources and time available to do it?
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5 ethical threats (SSAIF) and 5 principles (CIPOP)
Advocacy Self interest Self review Intimidation Familiarity Principles Confidentiality Integrity Professional behaviour Professional competence and due car Objectivity
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Difference between dynamic and static risks?
Static: 1. Risks stay the same year on year 2. No internal or external changes 3. No new risks materialise Dynamic: 1. Internal and external market environment changes frequently 2. Risks move as a Result of these changes, therefore the strategy to manage should also change
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2 categories of risk - think long term and short term?
Strategic risk - longer term relate to specific industry or economic factors that affect the company. Mainly high stakes since affects the whole organisation. Operational risks - relate to day to day operations and actions of the business. Managed at risk management level not board level (this for strategic) and through IC.
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Risk strategy - TARA
Medium risk - LPHI - transfer eg insurance High risk - HPHI - avoid - eg reduction and sharing Low risk - LPLI - accept - cost v benefit Medium risk - HPLI - reduce - reduce through IC
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Assessing effectiveness of IC? CRIME
Control activities - do any exist, any obviously missing? Any ineffective for any reason? Risk assessment - is it done? Is it comprehensive and upto date? Information - is there a good flow? Relevant and reliable? Monitoring - is this carried out by appropriate people? Are results reported on? Environment of control - good tone set at the top? Communication?
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Category of control activities for IC? SOAPSPAM
Segregation of duties? Organisation - do people know what they are doing? Authorisation - do management approve what junior staff do and have the evidence? Physical controls - is physical security in place? Eg doors locked, passwords Supervision -are junior staff watched/monitored Personnel - are staff motivated to use controls, are staff rewarded for for operating controls? Arithmetical/accounting - are reconciliations carried out and checks done? Management - are they involved and promote good culture?
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Core roles of internal audit? SCREAM
Safeguard assets (prevent and detect fraud) Compliance with laws and regulations Reduced costs Effectiveness of internal controls Accounting records are kept in an orderly fashion Management of risk strategies
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What are the qualities and characteristics of information (what it should be) (RRT) (ACCURATE)
Quality: Timely Relevant Reliable Characteristics: Accurate/relaible Cost beneficial Complete Understandability Relevant Authoritative Timely Easy to use
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Framework for IC? (ROCCRIME)
Control environment - culture on IC - is it important? Objective setting - ensure objectives and strategies aligned with company risk appetite Event identification - environmental scanning for events that could prevent objective achievement Risk assessment - risk table Risk response - TARA Control activities - relate to policies and procedure to mitigate risk Information and communication - reporting arrangement in organisation - good communication mitigates risk Monitoring - IC need to be monitored for efficiency and effectiveness
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ROCE formula
Operating profit / TALCL
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Dividend yield formula
Dividends / SP
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Price earning (PE ratio)
SP / EPS
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Cloud computing benefits
1. Reduce need to invest in and maintain infrastructure 2. Flexibility - not invest in hardware - needs flexed based on what is needed 3. Disaster recovery - stored in cloud 4. Ability to collaborate - multiple people can edit the same document 5. Security - remote location 6. Competitiveness for small to compete with big 7. Reduced carbon footprint due to less infrastructure
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Risks of technology
1. Cost 2. Inflexibility 3. Resistance 4. Security 5. Ethical risks 6. PR
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What is a project (distinguishing features) (6 subheadings)
1. Defined start and end time 2. A project is normally a one of event and follows a plan towards that event 3. Resources specifically allocated 4. Generally, no benefit until successful completion 5. Cut across organisational and functional lines 6. A project may include non routine/ specialist work
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What is a project initiation document (PID)
1. Defines the project 2. Project objectives and benefits 3. Scope (what project is trying to achieve) 4. Deliverables/outcomes - timescale 5. Constraints 6. Key stakeholders 7. Project team roles 8. Risk assessment 9. Cost estimates 10. Performance measures
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What is a business case
1. Introduction - plan in detail 2. Executive summary - useful for wider stakeholders 3. Description of the current situation - what is the problem we trying to solve 4. Options considered 5. Analysis of costs n benefits - SAF 6. Investment appraisal 7. Impact assessment - stakeholder analysis 8. Risk assessment 9. Recommendation 10. Appendices with supporting information - FS, market data etc
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What is POPIT (4 view model of successful business change)
Processes - business processes which ensure the delivery of the organisations goods/services to the customer and support the organisations work. Organisation - includes management structure, responsibilities, roles, resources, communication channels People - addresses staff who are responsible for carrying out the relevant work in the organisation and operating the business processes Information technology - focuses on the hard/software systems that support the organisations operations If any change then it affects others
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Talent management key abbreviation (ARM)
Attract Motivate Retain
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BAldridge model of excellence
1. Leadership - leaders personal actions and CG 2. Strategic planning - how is it developed, implemented and changed as necessary 3. Customer - how customers are engaged 4. Measurement, analysis and information management - use and management of data and info (info tech) 5. Workforce - how workforce is assessed and enabled 6. Operations - how processes are designed, managed and improved 7. Results - benchmarking, results, improvements
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Types of change in scope ( how much) and nature (how fast)? 4 types LO - Lots LI-little F-fast S-slow
FLO - revolution - rapid change to extreme pressure eg Covid online FLI - reconstruction - rapid change within current structure SLO- revolution - gradual but continuous change SLI- adaption - step by step
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Lewinsky 3 stage model for managing change
Unfreezing - create a level of dissatisfaction with status quo, create conditions for change to be implemented, remove resistance (why we have to change) Changing - organisation and mobilising resources requires to bring change (equipment, training) Re-freezing - embedding new ways of working into the organisation (new reward systems etc)
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Customer relationship management key areas ((ARE)
Attract new customers Retain customers by repurchase goods/services Extend range of products/services to customers
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Harman process model for organisations processes 4 types? Think box strategic importance and complexity
strategic importance (SI) Process complexity (PC) HSIHPC improve - learn new skills/adapt HSILPC Automate - order processing LSIHPC outsource - payroll, IT - hard to automate LSILPC Automate/outsource - payroll accounting
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How is an organisational culture summarised or shown? VANE
Values- eg VFM, innovation Attitude - of staff and organisation toward customers, competitors Norms - of behaviour eg high levels of customer care Expectations - of stakeholders, their perception of the company
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4 parts to the balance scorecard?
Financial Customer Innovation and learning Internal Business processes
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Financial aspect of balance score card?
Classic KPI whether value is being added to shareholders: - cashflow - profit margins - roce/roi
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Customer aspect to balance scorecard?
What do customers (potential and current) value from the business: Delivery time etc
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Innovation and learning aspect of balance score card?
Will the business be able to create future value - 1. Staff turnover 2. Development time for new products 3. R&D
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Internal business processes of balance scorecard?
What business processes must we excel at to satisfy customers and shareholders: 1. Quality control reject rate etc
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