T17 Corporate Governance

The CEO usually holds shares so s/he is entitled to vote within the rules of the company's Articles of Association. In some companies there may be different voting rights for different classes of shares (particularly in the USA) and the Board's shares may have more weighting. For example it is impossible for the shareholders of Facebook to remove Mark Zuckerberg (or defeat any of his resolutions) because he holds the majority of voting rights. So yes the CEO majority shareholder can vote to keep him/herself as CEO and there is nothing the other shareholders can do.

Thank you for your time, I thought the same but wanted to confirm

can you please help me how to make a format structure for part 3 section of the research ?

It is not possible to prescribe a set structure for Part 3 as 'no one size fits all'. The structure will vary from report to report and depends very much on the organisation, the legislature it comes under and what the weak governance is. This is something that requires an experienced mentor to advise on when you have one of your official meetings and when they review your work.

really frustrated with the topic ! I have completed almost two part of my project and now struggling with part 3. Unable to structure the part 3 as per requirement. and my mentor has been constantly saying need to find the weaknesses but where do I find the weaknesses for a company like Uber? I have gone through several articles and all I find is scandals. can I get some help from you guys 1- how do I link my research with the CG models? 2- where to find the weaknesses of Uber? I really need some help on this.

1. The main thing is you don't just describe scandals you need to ANALYSE them from the governance aspect -what they show about existing practices and what best practice would suggest and what the company has done in respect of the weaknesses particularly in governance terms. 2. As I have already mentioned above there is no one way of doing things -I have students doing companies based in various parts of the world so the approach varies. With a US company you need to consider US legislation but still look at other jurisdictions for best practice. It is not a case of directly applying the theories you have mentioned but bringing in aspects of any theories where relevant in the analysis mentioned in (1).

Your starting point is to look at articles from the business press which are critical of Uber and whether in addition there is shareholder dissent at AGMs then look at the company governance structure I.e. board composition and whether it meets best practice. Such things would be combined role of CEO and Chairman, board composition and whether it is independent, voting rights and major shareholders -no one size fits all -different companies have different weaknesses!

Miss Gillian thanks for your patience I am sorry but I did not understand the second answer of yours, I do understand every student has different approach. However, I am just looking for some assistance from your end. Because I have been doing this for hour after hour and not understanding how to make things right. It's not that I can not do it, but without a proper guideline it seems like I am wasting my time on something which is incorrect and unaccepted. I have tried to tell this to my mentor as well. However, I am quite dissatisfied with the work of the mentor. Mentors were supposed to guide us by respecting the fact we are students of ACCA and time management is a major concern for us because exams are near. I would like to know one simple thing from you, it would be helpful as OT always been a savior in my ACCA study career. "From the articles I have found, the former CEO of uber had bad leadership quality, and he was not working in the best interest of the shareholders too." Can we link this with the theory of agency ? As a weakness? And uber changed the CEO ? And how do I link the stakeholder theory ?

You are overthinking things in some respects - theory cannot be applied to everything! Read the assessment criteria it mentions concepts, models, theories and business techniques. With Topic 17 models relates mostly to the use of corporate governance codes and best practice and legislation used to make comparisons with what the company is doing and should be doing -this should dominate the analysis. Theories usually are stakeholder theory and agency. The latter can be used as you are suggesting in relation to the CEO behaviour (and in some cases [i mentioned that approach varies depending on country/organisation] such as the UK companies Carillion and Patisserie Valerie, it can be used with respect to auditors). For stakeholder take a look at Mendelow's and at the end apply the matrix to Uber's stakeholder groups. Business techniques usually involves some form of RELEVANT ratio analysis (relevant to the weak governance -either showing the consequences of weak governance or as evidence of it).

Thank you very much for making things easier for me. I really appreciate that " Read the assessment criteria it mentions models, theories and business technique" I could not find this inside the info pack 2019. I have also included ratio analysis in my research. Due to weaknesses I have observed from some article that profits and revenue has fallen for Uber in quite some time. So, I was wondering shall I include this inside part 3 of the report? And for the stakeholder theory, plenty of reports suggests that Uber drivers and customers are dissatisfied with the company. So, can we put this into stakeholder theory as they failed to keep the stakeholders satisfied? if you can recall the mendelow's diagram of stakeholder theory ? And for the mentors I have chosen one of the highest paid mentor. It is almost equivalent to the amount of 380 pounds. His succession rate is pretty high and students managed to pass it for the first time. However, things are not going well with me. Probably because I have chosen this topic, and He has not mentored anyone under this topic yet since t17 is new. Once again sorry being so talkative ! But things are really getting on my nerves tbh

The Assessment Criteria are set out in Appendix 1 of the Information Pack. With profits and revenue these may have fallen because of inappropriate strategies taken by management and/or lack of foresight on their part in anticipating environmental changes [Think about PEST Factors to understand this comment]. It is the responsibility and part of the board's effectiveness to adopt appropriate strategies and for the NEDs to review and scrutinise these objectively (see the Priniciples of the UK CG Code as an example of best practice) - use the 2016 version for this bit as it is currently applicable and easier to use for this topic than the 2018 version (that technically only applies to company year ends where the whole year being reported on is after July 2018). This analysis would be part of Part 3 finding, analysis and evaluation. Note you could also compare the independence of Uber's board with what the UK Code 2018 terms as independent as there is a difference of opinion between US boards and what is considered to be independent in the Uk - another thing you could discuss. Size of boards tend to be larger also in the US and bigger is not always better when it comes to decision making. As mentioned stakeholder analysis is usually better dealt with in a section towards the end. Yes you can mention what you propose and use the diagram for the matrix to show the position of the various stakeholder in the matrix but discuss the response and complaints in a written section to accompany this. Unfortunately many mentors are 'one trick ponies' and try to push every student into doing Topic 8 because they don't know how to mentor other topics. Topic 17 in its current form has been around since 2017 so isn't entirely new.

Hi Trephena, Hope you're well. In a recent post,you were passionate about CG issues on Banks and now am Kind of stuck on a comparator for Barclays Bank. Kindly aid to give examples as I start on my RAP

I think you are confused! Whereas I may have suggested a comparator for OLD Topic 17 (when students were required to comment on the quality of CG in the organisation of their choice), NEW Topic 17 is completely different in both topic title and approach. The emphasis is on weak governance practices and scandals now and Board behaviour. It still involves comparisons but these concern what the board and key figures have done (or not done depending on the circumstances) and how this compares with the relevant CG Code and best practice. There is usually no need to have a specific comparator company though it might be appropriate to make comparisons on some issues e.g. Boardroom pay could be benchmarked, number of people on board and/or its composition could be compared with another bank (how many NEDs and their skills and competences). In the case of banks you might like to compile a 'league table of other UK banks in terms of how much they have each paid in fines for regulatory breaches in the last 5 years to put their misdemeanours in context (though I acceot this might not be possible as it might be very time consuming)! . However these are the contexts in which comparisons are to be made - not against one specific bank but perhaps different ones for pay, and another for board size/ diversity etc. Unfortunately the banks still provide candidates for this topic - Deutsche Bank is on its knees because of persistent malpractice over the last decade and has had a veritable catalogue of fines (many for money laundering compliance failures) and there is Metro Bank that was seen as a shining rising star but is shining a bit less now that black holes have appeared in its loan book. Have fun! :-)

Thank you so much ! Miss Gillian you are a life saver first of all. You made things quite easier than I really expected to be. Well for this " With profits and revenue these may have fallen because of inappropriate strategies taken by management and/or lack of foresight on their part in anticipating environmental changes [Think about PEST Factors to understand this comment]" I had a talk with my mentor regarding pestel, and he said pestel does not fit in CG as it is not CG theory. " Note you could also compare the independence of Uber’s board with what the UK Code 2018 terms as independent as there is a difference of opinion between US boards and what is considered to be independent in the UK – another thing you could discuss. Size of boards tend to be larger also in the US and bigger is not always better when it comes to decision-making" this is an excellent which I missed out completely. I had no idea about this, because though uber's board is already smaller. Thank you once again I will try to make some amendments with the board point. I have not mentioned specifically anything about the years of UK codes as I have used my texts and kaplan notes for writing about CG. And for the stakeholder theory, yes I would put this into last section.It would be a massive help if you can help me by telling me a bit about ratio analysis section. Can I put this into this way like profits and revenues dramatically fallen over past few quarters due to wrong decisions taken by the board of management and some key personnel were resigned in the meantime. Would it be okay ? I think you are right. Topic 8 is most preferable to students, but I decided to work on this topic because I thought it would be help me to refresh my knowledge for SBL too.

A formal PESTEL analysis is not required in your report but management need to incorporate the company strengths and factor in aspects and changes in the business environment that may impact on the organisation when formulating strategies so that implemented strategies are appropriate. (Failure to do so will result in missing opportunities and possibly mean competitors can steal the lead). Strategies are developed by executive management under the CEO but should be reviewed under UK best practice by NEDs under the leadership of the Chairman (Principle A UK CG Code). However you may find in many US companies they don't separate out the roles of CEO and Chair so this opportunity to question and discuss strategy objectively is lost. Fine if the board is small but are most of the members connected with the CEO (as is the case with Facebook - most are Mark Zuckerberg's friends and family)? Lack of varied opinion on boards can mean optimum decisions can be comprised, alternatives overlooked and the CEO dictates everything. Board resignations if sudden indicate dissent and interfere with operations and again impact on the decision making process. You will need to reference your work throughout, so though you put in examples to illustrate the points you will need to support your evidence with proper references. Well done for taking on the challenge of Topic 17 !

Thank you so much for elaborating the points with perfect set of examples. I will take all these into consideration and rework on my project during the week and get back to you. I'm feeling much relieved ?

Hi Gillian and Trephena I trust i find you well. Thank you so much for this forum, I have been following from the terraces. It has contributed a lot to my RAP. Please bear with me I have a several questions which might also help someone with similar issues here. I need a second opinion to gain confidence. I am doing T17 on ZESA Holdings, a state owned producer of electricity in Zimbabwe. Project Objectives 1. To evaluate the CG practices at ZESA 2. To assess the origins of CG issues 3. To assess the response of organisation to the CG issues and the impact on stakeholders. Are these okay? On Data Sources; I could not find any of the company's CG reports, audit reports, financial statements etc on their website or anywhere else. However, the information on many of the governance issues is widely available online. I am aware that its necessary to use both company and external sources for a balanced analysis. Am I penalised for failing to cite any of these company reports even if I have used other sources outside the company? I have also felt that I can actually point out the company's failure to disclose these reports to the public as a sign of weak governance. Can I escape this one in your view? On Business models/techniques: In part 2 I have outlined the OECD Corporate Governance Guidelines for SOEs and discussed its application and limitation. Is it fine to use int'l best practice code like OECD when a local code is available in Zimbabwe? In part 3 when I am now comparing company practices to the code/best practice, is it necessary to repeat what the code says when i have already said it in detail in part 2? Or in part 3 I simply need to simply say, for example; "guideline 2 of the CG code" since I have already outlined the guideline in part 2? And then in Part 3: Government as the shareholder enacted new legislation on SOEs, fired top management, introduced salary caps for executives, appointed a new Board, appointed independent auditor to investigate corrupt tenders and in response to the governance malpractices. Can this fall under response by the organisation? Could response by the organisation also mean justification by management of the actions or decisions they took during the time? What would be the best structure or approach to tackle Objective 3? Sorry for a long list of questions. Would appreciate your advice. Thank you.

time is running out and I'm still stucked at part C part of the project and unable to bring out further analysis. while doing this project, I am facing serious trouble with my mind and it seems like everything is jammed up. I can't even concentrate on my SBR exam. I have included quite a few issues and after having a recent meeting with my mentor, He said my project lacks analysis. I have tried to put this things from my way and not being able to express it in a structural manner. I can understand that How do I overcome this issue, like in part C what minimal level of effort is required ?

Hi Trephena and Gillian, I had a query regarding the choice of company for T17, specifically about the timeline from when the corporate governance issue took place, to when our RAP is submitted. I had initially planned to submit the RAP in the previous periods and had completed 80% of the RAP on Tesco plc, but unfortunately could not submit it earlier, and I'm therefore looking to submit it in Period 39. However, Tesco plc had its corporate governance scandal around August 2014, and the topic itself tells us to select a company that has been "identified as having weak corporate governance structures within the past 5 years." Considering 5 years from August 2014 is August 2019, is Tesco plc a suitable organisation for T17 to be submitted in Period 39 (November 2019)? Would really appreciate your help. Thanks in advance.

Yes this is a difficult one as technically it has expired. As I cannot give you a reliable answer you will have to email [email protected] as they are the only ones who can answer or give you permission to submit on it.

Apologies @14munashe for not getting back to you (I had been on holiday and got caught up on lots things on my return and unfortunately your query got overlooked). Your approach is sound. Just make sure you apply the OECD Code as thoroughly as possible and supplement this with other Code(s) such as the UK CG Code as examples of best practice Yes your Part 3 response is good and explain the implications behind this for stakeholders. You might also refer to the work of Transparency International in trying to stamp out corruption. It is hard to discuss structure in the abstract and is something your mentor who is more familiar with your work should be able to advise you on.

WeWork looks like a really interesting company for topic 17. So many CG problems and scandals...

@mwiser the ratios very from company to company . You may use someone else's figures but you have to produce a spreadsheet showing calculations. Percentage changes in share price, year on year decrease / increase in earnings are some of the things you might be able to do if they are relevant. Alternatively changes in liquidity, debt to asset ratios related to governance issues.

@proticz -please remind me which company you are doing.

Thank you so much Gillian for your valuable feedback. I will adjust accordingly. My mentor is not available at the moment so i have relied much on information on this thread for guidance.

Yes @tbm13 - WeWork is an interesting case. My only reservations about using it currently for Topic 17 is that it is a US company and as the IPO didn't go ahead I am not sure what framework could be used to evaluate it against. I think most US CG legislation (SOx and Dodd-Frank) only apply to listed companies (in fact I recall Trump may have specifically repealed parts of Dodd-Frank to remove the burden on some companies) Also whereas I would probably have previously given the green light for this, having read some marker feedback telling a student who did Facebook for T17 that they needed to apply the UK CG Code systematically to their work (which seems non-sensical advice given it is not subject to the UK Code ) I am now more cautious when considering overseas companies....

Hi Gillian, I am back with somewhat a silly question. I am now satisfied with the structure of my final report but I am struggling with word count a bit. I have decided to write short recommendations in bullet form as below, for example: - Company WYZ should reduce unbudgeted expenditures to improve profitability - Govt should follow a more transparent selection of Board members to improve professionalism and accountability. Would this approach be sufficient if I want to include recommendations in my report? Thanks for helping.

I also wanted to know from other students or Gillian in your experience as marker/mentor if anyone has passed without putting recommendations in their RAP? Thanks again.

Recommendations are NOT required for topics using secondary data. (Only those where a student works for the organisation or has close connections and has used primary data e.g. questionnaires or interviews). Do ensure you cover the company response adequately. though. Markers are more strict about using a framework for the analysis I.e. application of a CG code (to the point they often expect the UK Code to be applied to overseas companies!!!) Whilst elements of this can, I am querying how, when many countries don't have a Code and often the issues relate to bribery and corruption (which are not covered by a Code anywayay), students can be expected to do this and why markers are insisting on this non-sensical requirement. I am also pointing out that this acts to restrict the choice for overseas students who then can't use a local company and probably as such is indirect racial discrimination. The latter being illegal under UK law. If any student has been failed and told to apply a Code when there is little scope to do this because of the above CG issues (bribery, corruption, insider trading and directors' fiduciary duties). Please let me know (contact me via my website) as If it is racial discrimination it needs to be brought to the attention of very senior personnel at the University

Thanks a lot for the heads-up on recommendations. On responses, I am confident I covered that part adequately. I am just wondering why this is the case on CG codes now. I applied the OECD CG Guidelines for SOEs because I am researching a state-owned company in my country. I am now a bit confused. I justified in my report why I think this OECD Code is the best to adopt. This strictness for international students should rather be made clear in the RAP guidelines. As you pointed out, I believe this is confusing and unfair if we are not told about specific frameworks which international students should use. The UK Code would limit me because it wont cover various aspects of SOEs. I however, covered a few areas of the UK code as you earlier advised. My only fear would be on technicalities such as using the wrong code or organisation for my analysis.