OLD (Pre-Period 35) Topic 17 Corporate Governance - RESUBMISSIONS ONLY

@alfred I never thought for a moment that you were the only one interested in T17! 1. If you prepare the graphs, bar charts & pie charts that I have recommended all you need to do is submit the spreadsheet you used as an appendix (it doesn't need to be posh & pretty as long as it is clear). Paste the graphs etc. into your RAP as images. 2. Oh please do not fall out! A conventional literature review is not required however yes you should VERY briefly mention Cadbury, Greenbury etc.in the context of how CG developed but you need not go overboard. 3. A formal report is normally written in the 3rd person singular but you may use 'I' in Parts 1 &2. There is very little scope for 3rd or 1st person in Part 3 as you are reporting findings and evaluating. You can however use I and me in your conclusions. Don't fret too much about it as it is your content rather than the actual style (provided it is clearly written) that matters more. :-)

@ trephena Hi..would really appriciate your advice.Want to do topic 17,aout Corporate gorvenance. The company i chose is called Zimplats. im from zimbawe..when i researched about the company i found out zimplats is a subsidiary of Implats in South Africa,therefore Zimplats follows the King III Report on CG. it also has an obligation to comply with the requirements of the ASX CG Principles. so im wondering which code i should compare the company’s practise to. in zimbabwe we also have our national code..thanx for your help..

@cherrony . I touched upon this partly in my answer on p.2 in response to mizztrayz so take a look at that post. What I was trying to emphasise is that it is how well a company approaches the whole concept of CG that is important. It is perfectly acceptable to look at appropriate parts of other Codes to help you in evaluating your chosen company whether these are Zimbabwean, South African, UK Code or SOX legislation. Essentially you need to make an objective assessment and rather than blindly agreeing that the company does CG well, you need to supply the evidence. Comparisons with codes and other companies provides some proof whether the company is doing the minimum on the CG front or 'going the extra mile'

@mnaftara Far be it for me to come between you and your mentor but I suggest that you read my post on this forum to @thusang (on page 2) Mentoring should be an exchange of information and questions between the mentor and student so I suggest that you ask your mentor the following questions: 1. How would they suggest that you can OBJECTIVELY assess a company’s CG? 2. Exactly how many students have they guided through T17 given their approach and answer to (1) above that have passed? My approach in the posts I have outlined to @alfred and other students is based on having read many ACTUAL RAPs that have received an A grade for T17. Funny,… I don’t seem to recall reading any that got an A for T17 and tried to use primary data as their main form of analysis. However I do remember seeing quite a few that failed using that approach. Enough said on this subject I think :-) (Would I be cynical in thinking this is a case of yet another mentor who is only capable of mentoring for T8 and that any other topic is outside their comfort zone?)

@Trephena I have used about 7 secondary references (second hand referencing) in my work. This is because access to original documents require subscriptions which I can't afford. I have also noted this in the limitation of study. Do u think this is too much? Do u think I could fail because of this? Pls reply. Thank U

@unyimeedem As long as you are showing in the text they are not your ideas etc. that should be fine, so stop worrying. It is how you use them that matters and whether you have demonstrated a balanced and reasoned evaluation.

@Trephena Hope you are doing well I am close to finishing however a few issues I seem not to have a lot of writing on limitations in part 2 and conclusions in part 3.\ I actually have 2 to 3 lines on both. Is it dangerous? I have a mentor with whom we have met twice, Is there anything I have to do like sending his CV and so on. He has done ACCA himself and is a tutor at my college which is an ACCA approved learning centre I told him that he will only need to confirm that it is my work when am submitting . Did I mislead him ? Do I have to send anything to OBU concerning my mentor prior to November? I feel much as I have read the information pack my referencing might let me down. Kindly guide me I have used mainly pdf downloads for books , reports and items i have referenced One monster is I was not recording the URLs I got them from secondly I have been citing them not as online materials but as reports, or books i actually have Is it really necessary f I download a book and cite it as a book I have read with out citing it as a website source. e.g I downloaded Grant thornton report and I cite as (Grant Thornton, 2011) in text in the references list I REFERENCE IT AS- Grant Thornton;,2011.corporate governance review 2011, London: Grant Thornton. But I have a PDF softcopy of the Thornton report. Am I safe with this or strictly I look for the website and URL's I downloaded the UK corporate governance code by FRC though its 2012. Is it the correct publish year e.g all code citations are referenced as (Financial Reporting Council, 2012) or there is another year because i have seen some with 2010 Is it ok Thanks so much Alfred

@alfred OK let’s deal with these: 1. Limitations – More than a couple of sentences – I would expect a paragraph. Approach this by looking at your objectives and consider the information you used and ask yourself is there anything that has slightly hindered me in achieving the former with the data I had? What else could I have done in an ideal world? Probably the fact that you have had to rely on secondary data. Explain briefly why you couldn’t have used primary data (impracticality & validity issues) and then state that you have tried to introduce objectivity by using up-to-date information and comparator information and relevant codes etc. You can also (words permitting) state that as the data used is mainly discrete, unambiguous and the same basis has been used by the companies therefore comparisons are valid (e.g. gender of board, number of meetings, the number of days after year end that the FS of the companies were published cannot be disputed!) For Conclusion see 4 below 2. Your Mentor is fine. You have to do your Presentation to him (the 3rd meeting). Mislead him? In what way? He is supposed to have guided you but if he hasn’t had much exposure to the RAP he couldn’t fulfil this but the work is yours. The Presentation and verifying the work is yours are the main reasons OBU insists on a mentor - preferably one who is an ACCA – so you will need to give his details when you submit but OBU don’t need prior notification of who this is. 3. Referencing – the purpose of the reference list is that an academic should be able to track down the documents that you have used or at least be able to verify that such documents exist. If you have used the electronic versions of books and journals but do not put in the web addresses this is fine as long as you have given sufficient details (e.g. with journals the date or Volume and Issue). Check the date of the Code – you should be using the latest version and it is that date which is what you should use. Grant Thornton – in principle you have given sufficient referencing info as I have used this to find the doc – a question though – there is a 2013 Review so have you used this? Make sure you have referenced adequately in the text – every time you have used a source you need to show this in the text (and reference graphs and diagrams – you need to show the source of the info) – they are very ‘hot’ on referencing! 4. Why not use some of the points in the GT 2013 Review Highlights to help you with recommendations if you are struggling? Conclusion does not have to be long – normally you refer back to your aims and objectives and state briefly what you discovered in this respect. By the way do not overlook your SLS (read the section in the Info Pack)- Fail it and you are into a resubmission and another GBP 191 :-( When it comes to answering Q1 you can mention that you used our website for help (as long as your mentor isn’t too upset by this!). OBU word Q1 as ‘what you learned from the mentor experience’ because they expect your main guidance to come from the mentor but is WHAT you learned that is important NOT who actually guided you. The whole idea of the SLS is to show how you had doubts, lacked skills and direction and how daunting it was to do a piece of academic work. You need to reflect on how you learned how to approach this and produce work of the appropriate standard. How you learned to research etc (I am impressed with the Grant Thornton document by the way ! :-D ) It would also be very appropriate to mention the initial setback with T13 as this taught you (a) how to deal with a major problem and (b) you realised that you should have planned this better – i.e. sought permission before you even started as you wasted a lot of effort. They are looking for ‘life lessons’ and new skills acquired here. When answering Q2 they want to know about the difficulties not so much how wonderful everything went… and anything you think you might hypothetically have done better or what you might have changed or approached differently if you were starting out now (e.g. what you have discovered with the benefit of hindsight). Just be sincere – I gather they hate SLSs that make out that everything was ‘hunky-dory’ because the people who mark these things deal with many students face to face and know that this is rarely the case…. BTW I am great thanks (I had an intense 3 month work project that I completed about 2 weeks ago) and so can now enjoy the last bit of UK sunshine before we are plunged into the depths of a dark and cold winter …. I am off on holiday soon to Italy too :-D – a place I adore (funnily enough when the P28 results come out! ) so lucky me!

Just a quick one before I internalise your response Will you be in touch while in Italy?? During winter you can consider a holiday in Uganda Alfred

@alfred - definitely not while I'm on hols - I've worked long and hard and am going to have a complete rest! :-) The OT team will be holding the fort while I'm away...We are posting a few articles and the like over the next week or two for students who will be resubmitting so plenty for them to think about and get on with. I'll only be 'incommunicado' for about 10 days. Nice idea about the holiday in Uganda :-) but have another work project Dec through till the end of Feb and a big event in my social circle that will also impact on me from Nov for a while and will be very demanding. Had planned a trip to Dubai at Christmas but think that it is now unlikely that will go ahead as not enough time..... (let me put the violins away...) :-)

@trephena hi,may i please have your opinion.when do i bring in the codes principles? i only have 1 model,mendelows on the models used. can i put the codes principles as a model again to make them 2?or the principles should be written on the results,analysis part only?

Anyone doing Tesco or Morrisons for T17? In view of the current furore about Tesco and Morrisons, I suggest that you ensure that you mention the current problems on the CG front. Unlike T8 although it isn't mandatory to use the latest annual report you do need to demonstrate that you are on top of your subject. The UK Financial Conduct Authority today announced that it would be conducting an investigation into Tesco see https://www.bbc.co.uk/news/business-29438683 This is hot on the heels of a Morrisons executive being charged a couple of days ago with Insider Dealing https://www.bbc.co.uk/news/business-29413797 So your marker will question any lack of significant headline stealing information of this sort if you are doing either of these companies - after all it isn't that you have to rewrite your whole RAP like for T8 - just a matter of showing you are alert and read the latest Business news.....

@trephena Thanks Am doing final touches on my M&S report It is becoming tougher than the actual writing. Atleast am out of the basket of Tesco and Morrisons By the way I know I asked this before but I didnt get it clearly. I have been using the UK corporate governance code 2012., Any thing wrong with that year as most references I have met have the code as 2010 Thanks once again , are you back from holiday?

@alfred I suggest you get someone to do a proper read through - ask them to tell you what bits they find 'heavy going' or anything they don't understand as it is far harder to be objective about your own work and easier for someone else to spot its flaws. Better that someone you know pull it to pieces rather than the marker - at least that way you can make some improvements before submission. Remember the marker has read most of this stuff in some shape or form dozens of times before so they want something that is clear, concise and gets to the point and presents the information well (rather than pages and pages of uninterrupted text). Make sure any graphs and diagrams are clear and referenced (if you are using information from other sources) The Code is updated every 2 years so although as I indicated on this forum that the 2014 one recently became available you should not be expected to use this until P30. If you are referring to something that first appeared in the 2010 Code then it is fine to reference it to that unless it was subsequently changed by the 2012 Code as everything should be current to the 2012 Code (you can of course reference to the 2012 Code if it is the same in both 2010 & 2012). At the moment no 'skeletons' have emerged out the M & S CG cupboard and if you really wanted to show currency you could mention that Alan Stewart (formerly of M & S) has been released early from his contract to try to bail out the board at Tesco with their crisis - implying that he himself had a good record in CG and financial management while with M & S. See https://www.bbc.co.uk/news/business-29322186 Does that answer your question?

Hi all, Open tuition is a wonderful learning plate form. I wish I knew it many years back but am glad I know it now. Please can someone advice me... I intend to research on Topic 17 for my RAP. I am in Cameroon and we do not have a popular corporate Governance code. However, there is the OHADA uniform act joinly used by some member countries in Africa including Cameroon. I will like to know if I can use the UK code for my project or strickly the Ohada, since Ohada is the law governing the company I intend to write on. Also, can I refer to both OHADA and Uk code? I did ACCA and I am not very good in Ohada. God bless you for your reply... Prince

@PRINCELY Glad you are finding our Forums helpful

@ trephena Thank you very much for the reply. I have read the clarifications you gave, precisely to Alfred. It was indeed a very rich and resourceful explanation and it has open my understanding a lot. Thanks again. But Alfred eventually wrote on a UK company and that was why he used the UK Code. The real problem I have is that I am in a French speaking Country which follows the OHADA Uniform Act. The OHADA is still discussing on putting in place a Corporate Governance code as they have not developped one. I know it sounds strange but it's true that there is no precise Corporate Governance code being followed by my country and therefore the company I intend to write on. Please let me know if it is appropriate for me to use the UK Code for a company which is not in the UK, probably just for the sake of the research. You also mentioned Topic 17 forum, please can you direct me to the forum. Or are you refering to the general OBU Forum? Kind Regards, Prince

@cherrony - apologies for the belated reply I was on holiday and somehow missed your query until now. The CG Codes you use should be explored in detail and applied in your Findings section. ( I think you are perhaps confusing accounting/ theory models with the fact that the UK City Code is often referred to as the 'model code' simply because it is considered to be the ideal one for companies to adopt). Just mention a bit about its background in your earlier sections Don't worry most people only use Mendelow for T17 but if you look on the internet you may find additional models

@PRINCELY - Two other students mizztrayz and cherrony also had queries similar to yours and the answer is you use both -as you point out for the purpose of research and also to help you form an objective assessment. You can read my replies to them on earlier pages of this forum topic

@trephena Thanks very much for all your clarifications. I am indebted to Open tuition Forum. I am set to begin work now. Will be back should there be any other issues. Regards Prince

@trephena Am really confused about the comparing part. What will I be comparing? Do I also have to go the competitor and ask questions or give them questionaires????

@keith5 1. you select an appropriate CG code and look at how your company measures up - is it complying on the various aspects? (see the posts above as I really cannot repeat everything) 2. Then look at another company if possible that operates in a similar sector - look at the areas perhaps where your company is not complying with the Code or looks weak (e.g. has chairman and CEO posts combined/ all male board / insufficient NEDs that sort of thing and see how the comparator measures up in those areas. 3. I do not advise relying much (if at all) on primary data for this topic e.g. questionnaires and interviews as at best answers tend to be subjective and biased (again see my previous comments on this forum regarding this). If you do your comparisons with the Code and other companies well you should get some reliable data to formulate an opinion about how your company is doing (well or badly) in terms of CG. With all RAPs you have show that you have 'questioned' the data by looking for other sources that either confirm or refute it. T17 RAPs fail because of over reliance just on company information which is blindly accepted without any form of proof (e.g. it is not compared with other sources) and / or useless questionnaires that are badly worded, and given to respondents e.g. customers and employees who do not understand what CG is all about and so their opinions as well as being subjective are not reliable. If you do a RAP based on invalid and biased information, you will have no evidence of the quality of the entity's CG and are likely to fail. Your statements need to be backed up with supporting data from a reliable source and then you will have the proof.

Thank you Trephena.....am on it

QUICK CHECKLIST FOR T17 I have set out lots of information on this forum but as you come to completing your RAP and before you submit take a quick look through this (and maybe re-read all of the posts) to ensure that you have covered sufficient areas and adopted the right approach for a pass (and it goes without saying don't forget to reference your sources!) 1. Have you used a suitable Code? (More than one possibly for some overseas companies) 2. Have you made some comparisons with another company /other companies operating in a similar sector particularly on areas where your company may not be performing so well? 3. Have you considered the role of auditors (the length of their appointment and relationship with the Board?) take a look at the attached article about Tesco in relation to its auditors https://www.telegraph.co.uk/finance/newsbysector/epic/tsco/11125833/Its-time-for-Tesco-to-stock-a-new-brand-of-auditor.html Any evidence of a threat to audit independence in your company? ( remember that Arthur Andersen were heavily criticised about their relationship with Enron to the point they never recovered their reputation) 4. Have you based most of your work on primary data? – if so you need to remedy this fast… 5. Have you considered all the relevant stakeholders properly? There are two parts to T17 ! 6. Do you have prima facie evidence of the impact of CG on company performance? (some basic information on share price / EPS - a few nice graphs please :-) ) 7. Have you used visual means to display your information wherever possible – saves both on words and lots of boring long paragraphs so makes your work far more interesting to read 8. Don’t forget other aspects of CG that may be outside the code – whistleblowing has been the means of discovery for a lot of malpractices (Enron, Tesco, Olympus and many big name companies); The importance of transparency (those companies with complex tax arrangements or who base themselves in the Caymen Islands don’t spend huge amounts on these complexities and lawyers fees if they have absolutely nothing to hide!). Are there company policies to deal with anti-bribery and money-laundering? 9. And don’t just accept what the Board writes in their CG statements – what they don’t write in it can be more important and what they actually do rather than what they say they do. Question and look for proof (comparisons and research for articles on the company in the business press). A pass requires some critical thought not blind allegiance and a re-write of the company’s CG declarations! Remember: CG statements can be wishful thinking - take a look at: https://www.tescoplc.com/assets/files/cms/Annual_report_2014/Corporate_governance.pdf And yet 6 months later this statement is in tatters and I doubt there are many happy smiling faces now….https://www.bbc.co.uk/news/business-29613946 10. Don't forget that depending on the type of your organisation other regulations as well as the Code may come into play e.g. if you have chosen a bank you will be expected to have outlined the more recent Basel Accords and how your bank complies with these if applicable. In the UK there is the Prudential Regulation Authority and its specific recent guidance on 'Senior Management Arrangements, Systems & Contols [see SYSC 2 of the PRA Handbook]. ( Both the Basel Committee and the PRA are concerned with risk assessment but Basel looks at capital adequacy etc but the PRA in addition looks at the balance and actual skills of the management) Obviously withTesco as is often the case hindsight is a wonderful thing but the warning here is not to go overboard in praising your company – stick to facts and make your judgments objective e.g. on the basis of your research you believe that XYZ is adopting measures that are in line with the principles of good CG / or there is evidence that ABC could do more to comply with accepted codes and that it is trailing behind similar companies in important areas. That way if some skeleton emerges from the CG cupboard after you submit your glowing endorsement of the company you won’t be left with egg on your face! (like the Tesco Board :-D ) And finally... leading on from the point above: You need to appreciate that CG is a developing & dynamic subject so you must show you are 'on the ball'. Although you may have used the latest annual report as the basis of your Findings and analysis you have to consider any more recent dramatic/important developments that may have occurred since the report was published that may impact on the entity's CG e.g. sudden departure of the Chairman, financial scandal etc. This is particularly so if they happened at least 3 months ago. NOTE: It doesn't mean a complete re-write just a paragraph or so (call it update [since year end] if you like, just to show you are aware of it and really know your subject :-D

@trephena Am getting a bit nervous as the submission period nears plus my last exams in Dec I was going through " what the marker's comment mean" on the platform,have to say am pretty scared . it seems all sorts of little things make students fail. I really failed to get some one to review my work. (my mentor is horribly busy) it sometimes gets tricky being in Uganda However a few things 1. Most code citations in my report are direct from the code and they are many. do I put them all in quotation marks. I saw a student failed because he had too many direct quotes. am I in the same trouble 2.I have a graph of of share price movements copied and pasted direct from a source as a picture. can I worry about it.(its referenced) 3. I have a couple of tables analysing the code provisions and the company. Now they really were making my word count too big. so I removed them , anlysed the information in them into graphs and I intend to put them in the appendix. I read in the pack and somewhere they say 'in the appendix if the marker feels the information in there should have been in the body hence word count ' he will add it up to the body. Am I safe with my tables in the appendix that form part of the information in the body. 4. Finally you talk of the the city code. what is it ? is it the UK code's other name Thanks so much Alfred

@alfred -understandably you are nervous - you have spent 3+ months, a lot of time & sweat blood doing this and you feel you are about to be tossed into the lion's den! :( Regarding your specific points: 1. Most of these comments were made in the context of T8 and it is where students are using the citations to explain the company performance. You are using the Code as your benchmark (compare it to the income statements & balance sheets for T8 where students have to use these as the basis of their RAP). Your analysis and explanations are most likely in your own words so you are not in the same situation and shouldn't be worried. Quotation marks are probably a good idea as it will help the reader identify the bits from the Code. 2. No problem whatsoever 3. Ask yourself the question - does this all hold together and make sense to anyone who will read it? The marker will expect all the Analysis to be in the report as Appendices are for extra detailed information and background. You work must be coherent and the reader has to be able to understand the information you are presenting. Have you trimmed everything you can from Parts 1&2? I suspect that as markers will have read the history of CG In dozens of RAPS they will only want to ensure you have a brief one - this is an ideal case where you could just use a short paragraph and refer the reader to a longer detailed history in the Appendices. I am not sure about the Info pack bit you are citing - I will check later but my take on this is that keep having to refer to the Appendices for vital info will start to annoy a reader and could be the kind of thing that might be failed for presentation of the findings. So trim everything that is unnecessary - and that probably extends to why you chose the topic - the marker probably doesn't care tuppence why you did ! :-) Discuss limitations but don't go overboard in describing all your sources - it is proof of use in part 3 that is more important and ultimately E &A that will influence pass/fail/grade (Info pack p.22) 4. I think once upon a time it was called at its inception 'the City Code' but it is one and the same as the UK Code - old habits die hard but apologies if I have confused anyone.

can one do corporate governance research on a family owned business

@sandymkandy23 - I trust you have thought about this and want confirmation of your doubts? Have you studied P1? CG is all about effective stewardship which is needed when those directing and controlling an entity are distinct from its main stakeholders. In terms of a company this effectively means the board is 'divorced' from the majority of shareholders. Obviously this tends not to be the case in private limited companies particularly family companies. The UK Code only applies to listed companies so it is not appropriate either so your E&A section would therefore not have much substance. Essentially private companies are left to govern themselves as they see fit as long as they comply with relevant legislation: the only things I can think of that would be vaguely relative here are potentially Fraud on the Minority and Oppression of Minority shareholders for which there are provisions under Company Law. These,alone would not provide adequate scope for the RAP or probably are not present anyway.... So no this type of entity is not suitable at all.

Sorry to keep banging on about Tesco but the latest fallout and disclosures make such interestingly reading. So anyone who thought T17 was boring think again you have got to see how much more exciting it is potentially than same-old, same-old T8 thanks to the likes of Tesco and the big banks! :-D Here is a great link for anyone thinking of doing T17 for P30 and it is worth following good old Kamel Ahmed and his posts and articles as he likes dragging skeletons from the corporate cupboard (and great at making important points too) :-) https://www.bbc.co.uk/news/business-29716885 Regards to everyone on the T17 forum Trephena

Hi, I just wanted to know how many references are considered adequate for T17? and i did my RAP on TESCO, my analysis are based on Annual Report 2014 and i know there have been significant development after that related to corporate governance issues, should i incorporate them in my RAP or analysis based on Annual reports are enough ? and can you please tell me which sources are valued more, i mean is information taken from books considered to be better than from web ?