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

@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

@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

@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.

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 😀 )

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 😀

@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.

@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.

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 ?

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

@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

@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

@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!

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?????