- This topic has 466 replies, 74 voices, and was last updated 1 year ago by trephena.
- February 16, 2017 at 9:32 am #372686trephenaModerator
There possibly is no real local code so you will have to look at how the UK or South Africa deal with this via the UK Code and King Reports. The UK has introduced very stringent banking regulations too in addition to the Code but you could point out that these would not be appropriate for your local bank because the scale of London banking is global and thus poses far greater risks to the economy.
I would expect to see some mention of the Basil Accords and CAMELS model in a T17 on banking in addition to the ‘usual’ 5 principles outlined in the UK code and emphasis on the Board. Remember as I touched upon above banks are at the heart of a country’s economy and their failure can have repercussions beyond the ‘usual’ stakeholders.February 16, 2017 at 2:23 pm #372722ngonijaure
Thank you very muchFebruary 16, 2017 at 4:29 pm #372754sajibcitizen
Here are few quick questions to @trephena.
1. Can you pls give me some ideas about how to fulfill the requirement – “Presentation of your results in an appropriate form e.g. tables, graphs, pie charts.” As this is not like topic 8 where the use of excel is inevitable and easy.
2. What would be the most appropriate way to compare the governance practice of my selected company with a suitable competitor? Should it be code by code basis or anything else specific?
3. When assessing the compliance of my company with the UK governance code, based on the information given in the annual report, they have complied with almost all code provisions except 2, and it is also mentioned in the annual report with justification. So is it enough to tell that the compliance is in line with the CODE? This exercise alone has eaten up 3600 words. I have tried to cover almost all sub-sections in the governance code. I am a bit lost in here.
4. Am I on track or should I concentrate on finding the online news and articles about non-compliance with the governance code?
Your kind assistance will be greatly appreciated.February 16, 2017 at 8:30 pm #372795trephenaModerator
(1) have,you really read through this forum? i know there’s a lot on here but I don’t have the time to repeat everything. I have made some suggestions and you have to be imaginative.
(2) significant principles (the UK CODE has 5 overriding principles)
(3) critical thinking is paramount for success so focus on the abnormal rather than what is normal and routine. Besides you likely to bore the marker to death if you just go through all the subsections – be selective – what is really significant?
(4) you definitely need a balance of sources so look for articles from the media – don’t just rely company sourcesFebruary 21, 2017 at 9:04 pm #373565thegoal24
I’ve chosen topic 17 and decided on Sports Direct as I am fascinated by the issues surrounding the ceo and major shareholder Mike Ashley. Do you think it is a good choice and I have a lot of information I can work with from a CG perspective? Many thanksFebruary 22, 2017 at 7:31 am #373596trephenaModerator
@thegoal24 – yes I imagine this would be a good choice as it has some good opportunities to introduce lots of critical thought.
I am sure you have already seen this article:
The points I would make here is that (a) in companies where there is good governance institutional / major shareholders are consulted by the board about important aspects and strategy and (b) generally these shareholder groups rarely feel the need to interfere in the important decisions made by the companies they hold their shares in and make their opposition public. So this in itself speaks reams!! And still no one has been appointed to conduct an independent review as far,as I am awareFebruary 23, 2017 at 2:05 pm #373849thegoal24
Thanks Trephena I appreciate that! I have a bit more confidence about my choice of company. About the independent review I just read that have engaged the lawyers to carry out the governance review instead of the list of 20 names put forward by shareholders. That’s is a problem right? Does it imply the major shareholder/CEO is too powerful? But then again he owns more than 55% isn’t it within his rights? How would I critically evaluate this?February 23, 2017 at 5:00 pm #373902trephenaModerator
There is a difference between being technically legally right and being ethically right and acting morally responsibly. It is like the multi-national companies that operate globally using tax loopholes, and offshore tax havens to minimise tax in many of the jurisdictions they earn revenue from. Just because they are not committing a crime does that make it acceptable?
As the majority shareholder he could push through any ordinary resolutions but is it moralky responsible to ignore the views of the minority completely? As CEO (rather than as a shareholder) his first duty is to the company not himself. This might lead to an interesting brief discussion on agency theory and stewardship theory. How independent are the lawyers? Can you make any comparisons with the rules that relate to independent auditors in respect of the lawyers?March 2, 2017 at 3:52 pm #375141Mubashar
Dear trephena is it required in in obu rap that if you explain any model or accounting techniques in part 2 you are required to link this with your topic for eg i am using mendelow’s matrix for stakeholders mapping I need to link it with my topic and company in part 2 or just need to explain the model in this part and implement in third part of RAP.
i have 1 more question that if we compare company cg with uk cg codes in obu rap. what is the best way to present it. i have some example is it good way to compare
Section A: Leadership
A.1: The Role of the Board
“Every company should be headed by an effective board which is collectively
Responsible for the long-term success of the company”(www.frc.org.uk)
Practice at Next plc
A.3: The Chairman
The chairman is responsible for leadership of the board and ensuring its
effectiveness on all aspects of its role.
Practice at Next Plc
………………………………..March 2, 2017 at 10:41 pm #375193trephenaModerator
You mention the models/techniques in Part 2 and apply in Part 3.
Sorry but if you approach the analysis in the way you are proposing you will kill the marker with boredom. Instead just report by exception e.g. where Next is complying ignore and only comment on the significance if they are not. The only thing otherwise worth commenting on with Principle A Leadership is the separation of the CEO / Chairman roles and why this is important.March 4, 2017 at 12:49 pm #375520Mubashar
thanks for your suggestions but how can I only comment on where I found non-compliance because next, i top 5th corporate governance compliance company in the UK in 2016 if I only comment on non-compliance I can not found many things then how can I complete my wordcountMarch 4, 2017 at 5:09 pm #375572trephenaModerator
Sorry if I am confusing you. Yes if their CG is exemplary what I mean is do not go through it item by item like you are ticking things off but rather consider and discuss the important issues You need to discuss the significance of the main principles e.g. why the CEO and chairman’s roles should be separated and look at the Davies report when reviewing at board composition and for both of these you could assess for both how Next has performed over the last 3 or 4 years. How does this compare with other FTSE companies such as M&S? With remuneration how dies this measure up? Any issues with integrity of customer data (the customer personal information held on the online database) ? Also use graphs and charts where you can.
I just want you to be aware that critical thinking in evaluating important aspects is far more relevant than trying to cover everything when much of it is routine. You need to keep the marker interested – lots of repetitious text that just states facts but does not expand and evaluate it and few graphs would not endear you to the marker as it is neither particularly demonstrative of good understanding of the relevance of CG nor very ‘exciting’.March 6, 2017 at 12:39 am #375802kenjohn777
Apart from Mendelow which other model is good for stakeholder analysis. You once said something on Kendall. What is the full name and how do I get his or her theory on stakeholder analysis. furnish me with any other stakeholder theory you are aware of. ThanksMarch 6, 2017 at 10:01 am #375915trephenaModerator
The Kendall and Kendall model can be found on
It is probably also to be found in their book https://books.google.co.uk/books/about/Real_world_Corporate_Governance.html?id=TmxnQgAACAAJ&redir_esc=y
If you wish to confirm this then I think there is a contact link on the Applied Corporate Governance website so you could send them a brief email
PS I thought you submitted in P33 (according to one of your earlier posts) – or did you defer?March 6, 2017 at 3:13 pm #375993kenjohn777
I deferred submission. I was too busy then but I hope to submit this May. I am re-reading this Topic 17 posts again in other to be very certain of my information and analysis. Thanks.March 6, 2017 at 11:30 pm #376098trephenaModerator
Good idea. The requirements have become more stringent for a good grade since I started the forum a few years back (mainly in response to Alfred from Uganda who had hoped to submit on T13).
Discussion of the principles of CG and evidence of critical thinking in their application in the company is now necessary for a good grade. I have tried to reflect this in my later posts by making some suggestions. In a nutshell don’t just accept company statements – question and critique them and bring in evidence in the form of referenced statements that either support the company stance or present an alternative view.March 7, 2017 at 11:48 am #376220kenjohn777
Thank you very much Trephena. You have said it all in your earlier posts. I think I will do a good analysis.March 7, 2017 at 1:02 pm #376237Mubashar
Thank you for your detailed answer Trephena it is now clear and if I will feel any further difficulties I will share with youMarch 15, 2017 at 3:51 pm #378360Mubashar
@trephena Hi hope you are good I have done some part 3 for eg chairman and CEO role board composition and comparison with M&s also considered davies report, but I did not find anything from open source of next plc any corporate governance issues when I am comparing things off next plc with m&s I can not found any difference to compare in board composition and committees, how can i critically evaluate the same things from both companies or to compare both companies,
and one more thing can you please point out some of the current issues of next plc on which I can focus when evaluating the quality of their corporate governance to get the good gradesMarch 15, 2017 at 11:30 pm #378406trephenaModerator
You say you have looked at the Davies report so you could plot the number of female directors and male directors for both Next and M&S in bar charts. Discuss the reasons why Davies suggests more women on boards and you could also discuss or show what the Davies recommendations are against what you found – see if our can go back 5 years and compare each year with Davies.
Benchmark the CEO pay against other FTSE companies .You could also do a deeper review of executive pay by benchmarking the pay for the CEO against average employee pay at Next -take a look at the resources on https://highpaycentre.org/pubs as there may be some material to give you ideas and also help you develop some arguments.
One area that tends to be overlooked and only dealt with superficially (if at all) is relationship with Institutional shareholders (Part of Principle E of the UK Code). Research who the large shareholders are and how active a part they take in the company and consider how important a voice they have / should have / could have.
These are just a few suggestions but with CG you have to read round the subject and use the ideas gained to introduce discussion and critical thought.March 22, 2017 at 12:41 am #378878Sonu
@Trephena – I passed with B!! Couldn’t have done without your guidance. Thank you ever so much.March 22, 2017 at 12:49 am #378879jpco
Much luv @trephena passed with a C. Thanks for your guidance and patience. May God bless and keep you.March 22, 2017 at 1:11 am #378881trephenaModerator
Congratulations to both @Sonu and @jpco. Enjoy your success.
And anyone going to the Graduation ceremony at Oxford on 21st June let me know as I have been invited too!March 22, 2017 at 8:41 am #378919clement
Thank you! Trephena I have passed my projectMarch 22, 2017 at 10:24 am #378946simplyj
congrats @Sonu, @jpco, @clement but most importantly @trephena thanks for being a beacon of light.March 22, 2017 at 10:53 am #378947fipelwa
Hello, congrats to the students who made it. Trephena my main company is Tesco. Do I need a company as a comparator? I picked Tesco due to it accounting scandal and it being ranked lowest in the FTSE 100 ranking, is it a good company? How do I use excel for topic 17?March 22, 2017 at 12:11 pm #378959ngonijaure
I would like to find out how do i reference statutory acts for example companies Act, as well as cite them in my report. And secondly i would also want to find how do i reference as well as cite annual reports for three years.March 22, 2017 at 12:26 pm #378960trephenaModerator
@fipelware -comparatives are useful when you want to emphasise differences. Use of such examples are recommended for T17 but not mandatory as with T8. As well as looking at what Tesco did wrong you need to look at what it has done since to bring its CG into line with the Code, accounting standards and competitors.
Excel can be used for graphs showing trends in remuneration, ESP/ dividend info and pie charts to show composition of boards and committees (gender for the first and NEDs and Exec directors for the latter)March 23, 2017 at 8:02 am #379022trephenaModerator
For legislation you would normally put the name of the Act of Parliament and Year in brackets and if possible the relevant section (in place of the page number). In the Reference list you start with the same name and year (Golden rule 5) normally there is no need to put ‘publisher’ as in the UK this is always HMSO but if you have an online link (many Acts are online now) you could include this.
Please consult the Open Tuition Ultimate Guide to Referencing on our homepage http://www.opentuition.com/obu for the detail on annual reports and see Q10 links for help with non-routine sources
BTW the query should have been posted to the Referencing forum topic so will be moved there as that is the most appropriate place (also as the question is not CG specific).March 27, 2017 at 3:42 pm #379371elizateresa
I have been reading your replies to other students on this forum and would like to thank you for your tremendous help and patience with our never ending doubts… If you don’t mind helping me out, I have a few (or more than a few!) of my own as follows.
I am currently assessing the Relations with Shareholders part of the UK code in relation to my company (GSK).
1) The company does not provide much information, for example as to how often the SID met with shareholders. It simply says the following:
“”The Chairman also meets regularly with institutional shareholders to
hear their views and discuss issues of mutual importance, and
communicates their views to the other members of the Board.
The Senior Independent Non-Executive Director (SID) and all the
Non-Executive Directors are available to meet with shareholders.”
And it mentions that the annual meeting session with shareholders in December included the SID, Chairman and committee heads.
I am confused as to how I should assess the quality if such information is unavailable and I cannot do any sort of comparison with another company due to this. What are your views on this?
How else can I do justice to this section of the UK code?
I tried to find out who the main shareholders are of GSK and the Annual report has said that “Nominee Companies” own above 60% of GSK’s shares. When I did more research as to what Nominee companies are I found out that they are simply companies providing a service to shareholders which allows shareholders to buy and sell their shares as they please (as they would even if they were not doing it through the nominee company) quicker, anonymously and without having to hold a shareholder ownership certificate. So now does this mean that these nominee companies should regarded as institutional investors or major shareholders? I feel that they are not institutional investors because of the reasons I described above and because they are made up of many small investors. But this is technically also the case with mutual funds etc, other than the fact that individual shareholders here have the discretion to buy or sell whenever they deem it fit. So how do you feel I should consider this?
I am constantly reaching dead ends with wherever I seem to go!
2) I am also finding it difficult to make a direct link between aspects of the UK code and their impact on stakeholders such as customers and suppliers. After reading through this thread and trying to gather up all the advice you have given other students and I came across your message:
“For employees it is all about employment relations – whistle-blowing policies, employee share schemes. Suppliers – factors that relate to its relationships with suppliers (some companies are accused of exploiting their suppliers by introducing exclusivity agreements, poor payment terms etc).”
Thank you so much for the help you have given all of us, it is greatly helping me when I am stuck. As for your message above I had a query as to how I can relate such information to the QUALITY part of the question, which part of the UK code would supplier relations be linked to? For employees I think whistle blowing policies could come under Internal controls. How about for customers? I feel a little lost in terms of structuring my RAP in a way that logically answers the Topic question. I had submitted in November but failed due to my RAP structure, the marker feedback said that my work was good but that I my structuring was jumbled up.
3) I am assessing remuneration and thinking of making comments on how executive remuneration may affect the amounts available to pay back to shareholders as dividends and also how it may affect employee pay similarly. They have recently appointed a new female CEO who is to be paid 25% lower than her predecessor due to her lack of experience (thankfully not because she is female!), this being her first role as CEO.
I have also included a section on how this is a step towards fulfilling Lord Davies approach that is being pushed forward by the Women on Boards review (coincidentally led by the chairman of GSK!) and so it is a good example set by GSK. Do you think this is a valid point to make in terms of board diversity (I am trying to ensure that it is linked to the QUALITY part of the topic question). I am wondering if after speaking of this, whether I should extend it to an overall review of the ratio of female and male employees in GSK (which was 43% and rising in 2013, overall not a bad ratio but years before the female CEO was appointed and so, can I just make a general comment that they are setting a good example to the pharmaceutical industry in general? Perhaps I can do a comparison of the ratio with other pharma companies although i fear I will be going into too much depth and not leaving word count for the other areas).
Do you think these ideas are good for my RAP? So sorry for the massive message, I have to resubmit in May and am desperate to turn that fail into a pass! 🙁
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