(Archive) T17 Corporate Governance

Thank you so much

Good afternoon Trephena! As there's been proposed changes to the UK code this year and the draft is ready which is likely to be insignificantly different from the final. I wanted to know if i can incorporate such into my objectives and assess my company in light of both the old and proposed changes. My mentor says I have no business with it as it never affected the corporate governance of the company in the period of focus. Just wanted to hear your opinion about this. Thank you, I appreciate all you are doing.

Hi adun Good that you are trying to be current and as up to date as possible in your sources BUT: 1. The new Code is not going to be effective until it is released 2. It is not applied retrospectively i.e. it will only apply to reporting periods AFTER the date of its release 3. Changes and amendments to it tend to be minor You should therefore be using the current Code not the new one. However all of that being said IF it is appropriate then you can mention it in the context where something the company has done which had not been covered by the Code previously would fall under the new Code. The only other reason to mention it might be in passing to say that the Code is updated every 2 years so the next one is imminent. Apart from these scenarios then there is not much point in trying to use it as falls outside a P37 submission in terms of applicability (and it actually would be incorrect to do so).

Thank you Trephena!

No issue with choosing the same company as someone else -this will often be the case with secondary data topics. References provided they are reliable can come from books, articles in journals, the business press and reputable websites. ( Please note in this respect Wikipedia is not considered reliable). When discussing a company scandal the sources will often be online news reports and the business pages of the press, the relative country CG Code, annual reports and possibly relevant legislation. There is no magic number of references (just like there is no magic correct Turnitin score).

Good afternoon Trephena! I have some research objectives that my mentors sees as irrelevant. He says its not part of the topic.I seek second opinion as this is the most important part of the research 1.) To assess how the weak corporate governance has affected company performance and its financial statements 2.) To assess the quality its corporate governance disclosures and reporting Also for the techniques and models, the UK code, Agency theory and stakeholder theory was what i presented ... but he says Agency theory isn't necessary to the topic and complicates things. Would the UK code and stakeholder theory be sufficient? Thanks alot!

Your first objective is relevant although it would abridge it to: 1.) To assess how the weak corporate governance has affected company performance You could look at the trends in turnover, operating profit (for the last 3 years or so -5 if this is already set out in the latest annual report as they sometimes give a summary of the main results for 5 years) and possibly any reaction by the shareholders at the AGM. However a detailed financial analysis is NOT required. I am not sure what exactly you mean with 2 but companies are never going to own up to weaknesses. However you could point out if there are serious CG issues how the CG statements are bland and seem to pay lip service to the Code just as with Tesco 's in 2014 (if this is the case). This would not be a research objective just something mentioned in the evaluation. Don't go overboard with the theory - less is more in respect that use it appropriately and well rather than try to cover all theories 'thinly'

Thank you very much!

High rates of executive pay have reached the headlines (yet gain!). Probably an issue that relates to most companies in the FTSE top 250 (not just the top 100). So iif applicable Is probably something that could be mentioned in the analysis of your report alongside the other scandals and points of weakness (how independent really those Remuneration Committees who agree these levels and how does it impact on employees in the organisations when at best they have just cost of living increases and at worst no increase at all?) https://www.bbc.co.uk/news/business-45183881

Yes I understand the confusion here. In some respects there is always a bit of overlap between these two topics and with Sports Direct they become more blurred! It depends to a point where you decide to put the emphasis. There are certainly some CG issues e.g. is the chairman really effective ? -many institutional shareholders appear not to think so; there is little diversity of the board and nepotism and a domineering CEO as well as the 'usual' excessive executive pay issues. There are equally clearly CSR problems - even Parliament has referred to the culture for UK employees being like a workhouse; possibly some question marks about the use of labour in manufacturing its products overseas and the aggressive and hostile attitude of the CEO. Ethics are common to both T17 and T20 and there are a few questions about the recent acquisition of House of Fraser I.e.waiting until it went into liquidation before making an offer so that it could avoid paying HoF suppliers (which has back fired as online sales have been affected and a lot of goodwill has been lost from both suppliers and customers). It is a case of pursuing one route or the other. Personally I think it probably fits in with T20 more easily however one of my own mentees is putting forward an excellent case and doing a good report for T17 using Sports Direct.

@trephena Hello! I need your suggestions. I am considering starting my RAP with submission in 2019. I do not have an idea of which topic of the RAP will be easier to do as I must write the RAP so well that I only need a grade A to get a good grade. This has been the main reason for postponing the RAP for some time now. I think I should start writing it now. Will topic 17 be good for me? As I will put my all the write this project. If not, please do suggest topics that could make me achieve a grade A.

A report on Tesla's Corporate governance by cbsnews seems very interesting. Would Tesla be good for topic 17?

@melonny05 - if you are after a high grade then you are wise to think about it now. For a higher grade markers expect a well researched and referenced project that demonstrates good critical thinking. The latter means that you present balanced arguments that are objective and not biased i.e. you yourself do not pass judgment. Topic 17 offers this potential. There is a lot of good information out there on Tesla and it would make an interesting report. You would have to ensure that you do not do a 'character assassination' of Elon Musk by considering some of his better points alongside the shareholder opposition to him. However some discussion of autocratic CEOs might be appropriate. (The former is what I mean by balanced argument and the latter would demonstrate critical thought) As this is a US company you would be using SOx predominantly but it would still be appropriate to compare aspects of this to the Uk (or other Codes) especially as in the USA they have been slow to separate out the roles of CEO and chairman and this aspect is fundamental to Tesla

@trephena Thank you for the advise. I will go back to the forum and read extensively about referencing and other relevant topics on the topic. Thank you!

Judging by the news this a.m. Melonny05 you have made a good selection with your choice of company. :D In my opinion (and experience as a former marker) you probably have chosen the best topic for a high grade and by starting it now for Period 38 you are giving yourself the best chance of researching and producing an excellent RAP. So good luck with your report and studies !

Hi. I'm doing T17 and would like to submit in P37. I've tried to complete Part 1&2 by myself but haven't started looking for a mentor. I saw some mentors have stopped taking mentee after 30 Sep. I have no experience in report writing but I can put in a lot of time on this project as I am currently taking a gap year. Is it possible to finish the rest of the project before the deadline? Should I submit this period or defer to next period?

hazelnut04 - Parts 1 & 2 are the easy bits compared with the analysis and evaluation and so it is Part 3 that mostly will dictate whether you pass or fail and your subsequent grade. It is hard to say whether you can do the work in the 6 weeks left (Remember it is not just the report there are Presentation slides and the 2,000 word self-reflective statement as well + a spreadsheet). However in my experience students always underestimate how much time the work will take. Many mentors (myself included) do not want to have stressed out students who find themselves over-committed and then end up disappointed because they run out of time, produce a sub-standard report and then fail. So sometimes turning students away is a way of 'being cruel to be kind' (don't forget either that each submission attempt costs GBP 340 too). In fact although I can't speak for other mentors but I would rather tell a student if their report is not up to scratch so that they could defer to the next period (provided they can do so). Whether a mentor will charge a re-registration fee in these circumstances will depend on their particular terms and conditions (personally I do not think there is any real justification for doing so). I normally recommend allocating about 2-3 months to allow time for good research and a quality report but it does depend on the student, their ability and how much time they can give over to the work in the time left. If you are really committed and can work flat out in the next 6 weeks then possibly you could do if all by mid-November. (You may find too that some mentors feel more comfortable with certain topics so a last minute report on a topic they are not so sure about could be more challenging for them to mentor successfully in a short period of time)

Good evening Trephena! I have some questions 1.) I know you said that the new topic is less formulaic, I am using stakeholder theory in my part 2 but i would like to know if this can be used generally or do i need to use a particular framework in stakeholder theory such Mendelow model. Thank you

Any stakeholder model should be fine. The emphasis in the new topic is on how the company responded (and indirectly how this may have impacted on various stakeholder groups)

@justmwas - sorry for the delay in getting back to you on this. You have to have chosen a company that has definite CG weaknesses and then you compare this with best practice. This can be using your own country's code however the UK Code is normally the most developed (and many other countries' codes are based on it) so you may use both if appropriate. A lot of the CG weaknesses in Africa companies relate to nepotism, bribery and corruption and therefore if you have identified these as part of the problems then you would bring in the relative legislation. Secondary data refers to any information and data that you personally have not collected for your own purpose so it includes news reports, articles in the trade/business press and annual reports. Normally a Topic 17 will only contact secondary information.

The Information Pack in essence takes a 'one size fits all' approach. Most of the concerns and advice revolve around primary data where it is essential to spell out in detail the methodology as this is a protocol of research involving primary data collection. With secondary data normally as this is publicly available information there are few if any ethical issues if using a reliable source (note: not Wikipedia). So the main part of your statements about methods and data sources will be concerned with the types of sources you used e.g. internet, books, journals, newspapers and official reports. How you acquired these and selected the principal ones. In fact it should be quite straightforward and does not need a lot of unnecessary details as this will waste words better used in Part 3 the actual analysis and evaluation. You may find that some of the Big 4 and other accounting firms have published guides on some aspects of CG, anti-money laundering, bribery and corruption, and risk assessment so these might be helpful. Grant Thornton in particular have focused a lot on CG and have some useful resources and the following links may also be helpful for other particular aspects https://www.governance.co.uk/resources https://www.applied-corporate-governance.com/about-us/

The events at Patisserie Valerie this week have revealed some significant weaknesses in CG. Not just because of suspected fraud by the Finance director and secret loans but also because the founder as a significant shareholder has been acting as Chairman -a position that should normally be fulfilled by a senior independent NED. However on the plus side he has managed to secure finance to keep the company afloat and save thousands of jobs. So could be an interesting organisation to analyse for Period 38 or Period 39.

Good afternoon Gillian! I am rounding up my part 3 but i have issues with my word count. As I have used the UK CG code, i gave very brief explanations about the code and its limitation in part 2. But my mentor says i should have given long and detailed explanations about each section of the code. I see this as unnecessary and eating into my word count. I need your advice concerning this. Thank you

Detailed explanations are unnecessary. Part 2 should contain a short history of CG and the Code. In Part 3 actual comparisons need to be cited to the section number or principle of the Code with a brief statement of the relevance of the comparison.

Thanks so much, very helpful

Hi Gillian and Trephena! First of all thanks a lot for this forum. I've read through before starting my research and it helped a lot. I've almost completed my report on Carillion. But have some concerns about structuring part 3. Initially I structured it by the nature of issues, i.e. board performance and behavior (strategic and operational risk management failures, accounting manipulation and executive remuneration), audit performance (both internal and external), pension scheme failures following with the stakeholders analysis (and impact on them). My mentor asked for more mentions of UK CG Code in part 3. And I restructured it by the 5 sections of the UK CG Code (as she initially advised), i.e. leadership, effectiveness etc... Stating the exact principle and how Carillion failed (with supporting references). Obviously Carillion failed in each section. But she also advised to include the parts where they did comply with the CG Code. And include a separate part on assessment of origins. My concern that this way of structuring makes part 3 more formulaic and could hardly be done in a word count limit. I would prefer to return and to continue with my initial structure and not include the parts where Carillion complied as I did a lot of research of non-compliance. What would you suggest? Thank you!

Ulyana It is probably not professional for me to comment on another mentor's approach -however as 3 of my own students have chosen Carillion I will comment in general terms about how they have addressed Topic 17 under my mentorship as a former marker. When the new title was devised (i was on the team that discussed it) it was anticipated that the subject companies would probably fall into the 'Tesco variety' - epitomising poor governance in structure and application, adopting dubious accounting practices but not to the point of the company's ruin. After all - Cadbury, the Code (regularly updated), SOx and Dodd Frank were all designed to prevent another Enron. However in many respects Carillion is the UK equivalent of Enron in terms of its sudden collapse, having a fairly senior female manager 'whistleblow' internally and express concerns to the Board and the impact of its failure on many parties. Now hypothetically would it have been appropriate to have analysed Enron bit by bit with a Code ? With all the information available on Carillion how do you present as comprehensive a picture as possible in part 3 when you probably have between 4,500 - 5,000 words? Those words need to be used to put forward a case that answers the topic title and that Title talks about the WEAK governance and the company response. For Carillion the response was liquidation with immediate impact on a great many different stakeholders. So my mentees and I are focusing on the points I have made in the last paragraph -and it is difficult to do that given the amount of good information out there and the restrictions posed by the word count. We have not ignored the Code but settled for what is significant rather than waste precious words. I hope that helps Regards Gillian

Gillian, thank you so much! very helpful!

Hi Gillian! I yet have another question. My company's year end for 30th April 2016 was also the period of weak governance but more issues came up after that date. My question is do I use the 2016 UK governance code that took effect from July 2016 as it is close to the year end date or do i use the 2014 code for the previous issues, then the 2016 code for the new issues. This is for the sake of referencing as I find the two to be very similar. Thank you very much!

No it cannot be expected to have used a Code that had not been in effect for the full year in question (May 2015 - April 2016) and therefore the relevant Code would be the 2014 version. In fact the period May 2016 - April 2017 would still fall under the 2014 Code. It is a bit of a minor detail as you have noted since the 2014 and 2016 versions of the Code have barely changed