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

@breathless17 - you just cannot ignore what has happened in Tesco in the last few months and hope the marker will not notice! You seemed to be have misunderstood this topic if you think that all you have to do is used the latest Jan/Feb 2014 accounts - this is T17 not T 8. If you want to pass this you have got to show that you are up to date on the CG front - this does not mean a complete rewrite but you MUST acknowledge that there are serious issues with this company on the CG front as the problems have been circulating for several months now. Articles in the business press are the best as books though ok for background information for the general theory and development of CG are not sufficiently up to date as CG is a dynamic topic. It is impossible to state how many references are 'adequate' but the more external sources the more balanced the report, the better the evaluation and the higher the grade.

Hullo @trephena Am feeling what I have now can be submitted, however as usual just a couple of things worrying me 1. I seem to have neglected the SLS, am now writing it up using the couple of meetings I had with my mentor( though he really never had time for this- i have pushed him so hard) Am trying to use your checklist and am actually thinking of adding Tesco as one of the competitor comparative company in one of the areas to show how M&S is doing really well in addition of Next, Debenham and FTSE100 which I have all used as comparators 2. This from the information pack has really puzzled me 'The slides should be designed to support the verbal presentation given by the student' on the powerpoint slides. How do I do this. How best can one make the slides? 3. How does the project mentor approve my work, does he have to be with me at the point am submitting. Kindly let me know what he has to do in the process and what I ought to obtain from him in line with him confirming the RAP as mine ( he is clueless about the whole RAP process but he is a qualifying person I could get) I have read the information pack about this but am avoiding chances, I need to hear from a your thought and advice on this 4. I have around 20 graphs, and 40 references though many of the references are online sources, how safe is it Thanks so much Alfred

Thank you so much for the clarification. What i meant was, in order to do stakeholder analysis i would have to use Tesco's financial information from their annual report for FY 2013-2014, is it okay ? and how much reliance can we place on company's published financial results ?

@alfred Hi there - glad to hear you have managed to get your RAP done. Regarding your questions. 1. Yes well I advised you right at the beginning not to overlook the SLS. Maybe you need to return to page 1 of this forum (seriously)! The SLS is about your experiences and a self-reflection of your own strengths and weaknesses - determination to succeed in the face of setbacks but maybe lack of planning, being over enthusiastic and not committing to routine tasks (such as preparing the SLS early) may come in here :-) ? Read Q1 As 'What you learned from the (mentor) experience' Regarding Tesco -as the expression goes 'don't over-egg the pudding'. I suggest while it is appropriate to mention Tesco do it subtly: maybe in connection with relationship with auditors/ auditor independence (PwC, Tesco's auditors were replaced in 2013 by M&S with Deloittes) and perhaps you can discuss the problem of income recognition as this can be a problem with retailers (see the Kamal Ahmed link above re Tesco) and also formed part of one of the scandals surrounding the Enron debacle https://www.ftpress.com/articles/article.aspx?p=100604 and even auditors can struggle with the complexities of it (You will need to support your statements with refs) 2. You design about 15 PowerPoint slides to illustrate the key points of your Findings and you are supposed to do a 15 min presentation and question & answer session to your mentor based on these 3. You supply name and contact details of your mentor and OBU do random checks specifically to verify that you have done the work and presentation. 4. Sounds fine as long as you do not have website addresses in the text Regards Trephena

@mnaftara (dairibord.com,2014) is the correct way to designate this in the text and you should use the same designation also in the list followed by the URL you are showing above and date last accessed

@trephena I did get someone to review my work. However he is a general professional researcher, and he really tore my whole work into nothing. Am so low, actually he thinks better I redo most stuff if am to stand a chance. I am thinking maybe our OBU research is a bit different from the conventional research many real researchers normally carry out. Just a few of his observations which got me worried 1. Through out my report I quote the code provision, then I state what M&S is doing and put a graph where applicable then conclude in my own words e.g [age- what the code or eversheds report say on age, the age of MS board, and if MS age is young in line with the benchmark(evershed) , I conclude saying this is a sign of good governance, and I go on to Gender and I do the same thing and so on - till I make the general weighting against the code using all the items i have looked at aggregated under the four headings of the code He thinks this is wrong as it doesn't achieve the topic 2. He thinks I should have on every analysis I use two variables e.g board and stakeholders, especially I bring in stakeholders from the starting point of the analysis 3.Well I analysed governance in the first part of my report and then in the last part I looked into stakeholders ( Is this to worry me?) 4. Further he insists I should not have code quotations (instead I put like code section and I refer the marker to the appendix) e.g code (section A 1) without the quotation itself 5. All my graphs (about 14) use either Next or Debenham as comparator and FTSE100 , he really thinks that is not in order. Instead I summarise the findings on the other companies and put them in a separate paragraph in information gathered. (Am I right by the way because I were arguing with him that in this report we dont have chapters, part 1 and part 2 has nothing to do with governance literature collected, I argued all the gathered information, the analysis and findings are presented through out the part 3, not specifically one section to contain gathered information and another part analysing - I really felt he is going to confuse me - actually because I had felt I had followed your guidance and most stuff is as you advised I took my work from him feeling may be research projects are different 6. My analysis parts are as per the code (Is it right to structure my analysis in Leadership and effectiveness, Accountability and audit, relations with shareholders) 5. The brookes website still say the submission is closed, any people who have submitted already 6. On a bright note had my presentation to my mentor whom I have had 3 meeting with though in all, meetings were brief and he didnt apart from listening to me do anything much for me like critcise. Thank you so much However in my queries above its more of what my report is, let me know if it is against platform rules as I want to be an ethical user of the platform otherwise am a bit confused with this review as it makes me appear as if I haven't done any analysis. Alfred

@alfred - Gosh that sounds as if it has been a harrowing experience for you... I think some of your assumptions could be correct: people with higher degrees or as you say a professional researcher tend to judge things from that perspective and fail to recognise that your work is being submitted for a first degree. To be fair he is trying to be helpful and constructive but try not to be discouraged. 1. Your approach to me sounds appropriate. The only thing I would caution about is forming an opinion unless there is compelling evidence e.g. is young age a sign of good governance? I could argue that with age comes wisdom and experience. Instead I would put forward that balance of age is best - probably most directors should be in the 45- 60 bracket with maybe a couple either side of this. It is important for your analysis that you consider where M&S is not complying. I do not understand what you/he mean by the comment 'doesn't achieve the topic'. Your brief is to assess the quality of M&S's CG 2. I do not understand this comment either - is he suggesting primary research here e.g. asking stakeholders ? -if so - no, no, NO! Yes again a professional researcher would want to collect primary data but I have seen so many T17s fail because students have relied mainly on primary data (read my posts on this forum in relation to this p2 or 3). Show him my concerns about bias and lack of knowledge and ask how he would get round this (I would be interested to know!!! :-) ) 3. Again I confirm this is the correct approach - the RAP for T17 is in two parts 4. Again I do not like his suggestion - if the marker has to keep referring to the Appendices to understand what you are talking about this will really annoy them - remember they view and Mark everything online so this would mean having to keep coming out of one screen and going into another (with a hard copy it would be different as they could keep one finger in the Appendix and flip easily between the two). Annoy the marker and you are dead in the water - I would confidently predict a fail for Presentation of the Findings if it isn' t clear what you are referring to. 5. Oh ignore him! I am starting to get annoyed by this guy as I have reviewed hundreds of RAPS - and I presume this is the first he has ever seen 6. Chapters are for dissertations and this is not a dissertation - end of! 7. Think this message is fallacious as another student told me they uploaded and paid in spite of the message Sorry don't understand your final paragraph Panic not! Just make sure you have shown some critical thought, balance and objectively as per the Assessment Criteria in your analysis :-) PS I have a higher degree myself but realise that the RAP is not to be judged according to the same requirements as is just part of a first degree

@trephena That was so timely Thank you for your response, I badly needed it! The final paragraph I was worried if am asking what I shoudn't ask on the platform Thank you

@alfred - There are no problems in using OT for advice that is what we are here for. The only thing we ask of you is to try to give some of your time back to the Forum and contribute a bit of help to assist other students when you have passed from time to time :-) With the assessment criteria (Appendix 1) just ensure you have avoided everything in the fail and not competent columns. Critical thought is VITAL - degree work (and the research guy and I would agree on this one) is about learning to think for yourself, not just accepting what people tell you but finding evidence to support a particular view, seeing both sides and then presenting a balanced judgment based on the facts. In the grand scheme of things your marker won't be interested in whether M&S's CG is good or bad but how well you have presented your case. Seriously your 'RAP journey' means you should be able to write a brilliant SLS. Believe me the markers (so I am told) get bored with all the same-old, same-old stuff about how well everything went and are interested in those cases where it was a struggle as that is more true to life and when the student writes from the heart (just don't turn it into too much of a ' sob story')! However you have learned how to deal with setbacks, determination and set yourself high standards that will help you in life and your career. I think the experience with the research guy should help you answer Q2. You will be able to say you thought your approach was good but go on and explain what happened - the SLS is about you and your individual RAP experience. You have had a very bruising RAP journey and gone through 'the wars' but from the position you were in back in June/July until now I hope you have snatched victory from the jaws of defeat! I want you to remember my maxim in life - from the ashes of disaster grow the roses of success (and it was after your disaster with T13 that I felt you just needed that bit of extra help to recover from it to find success ...) I truly hope you will get a decent grade for your work and wish you every success.... but stay humble enough to listen to the advice of others and help those who may be deserving of your help... PS keep your graphs!

Thank you Trephena.....

The company that I am researching has in its remuneration committee Only 2 members. The chairman and a NED. I was thinking this questions the corporate governance system in the company. Is it ok to have 2 people in the remuneration committee?????

@keith5 - probably not but that is why you look at the position in another similar company to see the composition of their remuneration committee. If most similar size companies have say 4 or 5 people this would indicate a weakness that could impact on some stakeholders e.g. shareholders and employees (maybe the ratio of the average earnings of directors to average employee in this company is higher too?)

Trephena, the charts and graphs that I formulate from the results from observations and interview......how do I write the source. Can I juss write for example Source: Keith5, 2014???

@trephena I have observed my report has more kilo bytes than the recommended by OBU. I think due to the many graphs (20) . How possible can I make it in the range for OBU Thank you

@alfred - I am not a 'techie' person but you may need to explore ways were graphs can be saved in a format using the smallest amount of file space. Alternatively or in addition perhaps there is the possibility to double up some of the graphs so that you show one factor using a bar chart presentation but use a line graph on the same (or even more than one line graph) to show other attributes. If a file exceeds the limits you won't be able to load it so try the above, search online for possible solutions or ask around to find a friend (friend of friend) who can help you reduce the file size down

@keith5 - you reference these to yourself as you have suggested. I trust however you are not using primary data as your main data source as it really is not usually robust and reliable enough on its own.

Ok Trephena...thank you

Hello Trephena, I am at finishing stages and might submit my project in next couple of days, before submission I just need clarification about something, if I use a piece of information from book like CG definition, it has been referred to Cadbury report. In my references should I refer book from where I read the information or its original source? like Cadbury report

@breathless 17 - technically the rule of thumb is you should be referencing the actual source you used but if this is a definition and the author of the book is simply citing Cadbury then you are justified in reverting to Cadbury. In the grand scheme of things, it is not highly important as long as it is reference to a reliable source

@trephena, Thank you so much. I submitted my project. I felt chills as I submitted and especially on appendices when I were asked to reference my appendices like appendix 1- ratios, appendix 2- statements,, I really had only one appendix and i was not going to start changing at the final point Before submission, I read your checklist and especially where you say why submit when you can defer to next period and submit a more better RAP- I just told my self- this is it -just submit Otherwise thank you once again for your generous guidance. Hope all goes well Alfred

@alfred - always good to get it out of the way. Deferring only becomes an issue if it is the final attempt. Then it is a big decision... The worst case scenario when it is the first attempt is you fail and then you have to pay again to resubmit and you can only get a 'C'. However all being well it will be good news for you in March, so don't forget to return to our OT OBU Forum then to tell us how you got on. :-D Regards Trephena

Hi everyone and welcome all newcomers to the T17 forum! From time to time I shall be posting links to interesting relevant articles that I find in the business press or from news sites. Here is one such item that potentially impacts on Part 2 of T17 - how CG impacts on key stakeholders - in this case the supplier relationship. https://www.bbc.co.uk/news/business-30338663 Although this article by Laura Kuenssberg was just about Premier Foods there are possibly many other well known UK companies that indulge in this unsavoury practice. As this is probably 'just the tip of the iceberg', I think more similar cases are likely to emerge as it is well known that big companies squeeze suppliers (I mention Laura Ashley in my article on Evaluation on our homepage for example) - but usually not quite so blatantly as in this Premier Food case! PS The practice outlined in the article would also fall under the ethics part of T20 if anyone reading this is considering attempting a RAP on that topic

@eminathsana - it usually means that the company itself has changed the link so you will have to do a search to find the latest accounts and report yourself

No end to Tesco's woes... we have had a review by the Financial Conduct Authority, an ongoing investigation by the Serious Fraud Office and now an inquiry by the Financial Reporting Council: https://www.bbc.co.uk/news/business-30575040 this latter investigation probably affects the auditors more than Tesco itself so I expect PwC is very concerned. It means potentially some of the senior audit team and the partner who signed off the accounts may have allowed themselves to be duped and fall far short on due diligence in the their audit(s). Co-incidentally PwC are M & S's auditors too...

@trephena oh ! thanx for the update :)

@trephena I am doing OBU for the may 2015 submission , so will I be able to include this PwC issue in the project as the FRC's investigation is likely to take at least a year . Can I write , there is this problem faced by Tesco and auditors of Tesco is PwC , who are the auditors of M&S as well , hence M&S audited reports are also in question if the PwC feel guilty ? giving reference to that article

@eminathsana - it is just good to show the marker that you are up to speed on current issues so you could just mention this issue in passing. Possibly as an example of how even a company (Tesco) previously considered as 'reputable' was high-jacked by strong personalities in the boardroom and used complex arrangements to cover sleight of hand in manipulating financial results and how the auditors (Tesco used PwC but had also recently changed auditors so possibly if more than one year is affected then more than one big UK audit firm) did not pick up on the latter.... Parallels here with Enron - crooked forceful CEO+ others, manipulation of revenue and Arthur Andersen, which kicked off SOX legislation and here we are more than 10 years on....

@trephena thank you :) As I am doing the RAP on M&S's 2014 annual report , it's financial year ends at 29th March 2014. In the FRC website it has 2 edition of UK code , one is effective from September 2012 and the latest one is effective from September 2014 and it says "Companies with reporting periods beginning before 1 October 2014 should continue to report against the September 2012 edition of the Code, although they are encouraged to consider whether it would be beneficial to adopt some or all of the new provisions in the revised code earlier than formally expected." if that is the case I have to follow September 2012 edition , but my question is , do i have to check the latest edition of the code as well while reviewing whether M&S compliance on the code ? and also do I have to go through each and every provision of it and check whether M&S has complied it or not .

@eminathsana The company will have used the 2012 code so principally you will use that for the March 2014 accounts. However there are probably only a few areas that have been changed in the 2014 Code, so you could compare any of the changes while stating for example that although the company complied under the 2012 Code under the New code they would have to so more in a particular area. Remember that you are assessing the QUALITY of the CG so anything that is evidence of this quality will form part of your evaluation (and it is safe to assume that the 2014 Code is intended to improve CG). Students who tend to get the best grades are those that 'step outside the box' a bit and are proactive. Markers like to see that students are interested and knowledgeable about their topic and those students who only do the minimum to pass usually don't get more than a C grade.

@ trephena thank you Can I use the Abbreviation for corporate governance as "CG" and also for research and analysis project as 'RAP" in this project ?