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Yes this sounds like it would be suitable.
What I would suggest is that you discuss the Japanese CG Code in Part 2 explaining that as it was only recently introduced that you will be focusing on the UK CG Code and the OECD Principles as examples of best practice and comparing Nissan mainly with those as the Japanese Code has its limitations (only comparatively recently introduced and because of the Japanese nature of doing things – see below).
However as you are doing a Japanese company I would advise you to research a little into some of the specifics of Japanese culture and their structure for Boards so that you show breadth of research. For example more than in any other country there is sense of ‘duty’ and ‘loyalty’ towards the company. This has both its advantages and disadvantages in that Board has strong cohesion and less independence than boards found in other countries. You could discuss this in terms of it encouraging a ‘Groupthink’ attitude and suboptimisation of decisions.
Whistleblowing is another concept that you could briefly look at because although it is an important element of good governance in the West, in Japan it conflicts with the sense of loyalty etc. and it does not come naturally to the Japanese to ‘betray’ their bosses and colleagues.
Also there is a certain amount of distrust even in Japanese companies that operate overseas, with foreign managers. (You could even perhaps if relevant make brief comparisons with what happened to the British CEO of Olympus [Michael Woodford] when he discovered severe irregularities in the accounts of the Olympus and tried to get the Board to investigate. The interesting difference with the Woodford and Carlos Ghosn is that the former was actually trying to uphold good governance whereas the latter is charged with having breached good governance. However the fact that the Board of Olympus were found guilty was quite remarkable and does show that slowly Japan is beginning to recognise that good governance is important for the long term sustainability of companies (see UK CG Code).
One final suggestion: I recommend that you arrange your work so that it is either structured mainly round the principles as set out in the UK CG Code 2016 or the OECD Prinicples as this will give you some basic headings to work with. [Note this does not mean that you ignore the OECD Code in preference to the UK Code or v.v. it is just to help you structure your work and ensure that you cover sufficient. You can still bring in the aspects of the other code under the main headings where relevant. As you are dealing with best practice this is acceptable as too it would be if you used the latest UK CG Code (2018) for clarification purposes – perhaps on what best practice sees as ‘independence’ for example.
Yes there is time to do a good RAP for May if you plan your work well and recognise that a good report needs time and effort so don’t procrastinate!
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Hello,
I would like to choose Sports Direct plc as a co. with weak CG but they have changed their name to Frasers Group Plc w.e.f 17th Dec 2019 but many of the CG issues arose before this date . What do I do with regards to the name change ?? Thanks in advance for replying .
Hi Gillian,
I am planning on submitting my research project in May 2020. I have chosen topic 17 and Bombardier as my company. Bombardier is a Canadian based company with operations around the world including UK.
I have read this on their website “Bombardier has corporate governance policies and practices which comply with and, in certain instances, even surpass, the requirements of:
National Instrument 52-110-Audit Committees (as amended “NI 52-110”), which sets out rules regarding the composition and responsibilities of public company audit committees,
National Policy 58-201 Corporate Governance Guidelines and
National Instrument 58-101-Disclosure of Corporate Governance Practices.”I am currently using the Canadian National Policy 58-201 which outlines the guidelines that Canadian Companies should follow.
Is this appropriate or should I be using the OECD or the UK governance code?
Your response is greatly appreciated.
Thanks,
Mahindra
@sufiya – Simply call your company Sports Direct and mention in your conclusion that one of the consequences of the weak governance is that they are now operating under the Fraser Group brand as the latter has a better public image.
Most of the issues occurred between about 2014 and onwards so you are fine doing this company for P40 and P41
@mahindra89 – Your report should compare what the company says it did (annual report) with what it actually did (reported in the media and/or perhaps in government reports) and make comparisons with best practice, So that means looking at the Canadian National Policy 58-201 and the principles and provisions of other Codes that have been held up as being examples of good governance potentially aspects of either or both the OECD and UK Codes where relevant.
You need to focus on what the company has done wrong and any changes that have been made in the light of this – see this for a few ideas https://businesslawblogsite.com/2017/05/11/serious-governance-problems-at-bombardier-2/
Also consider the impact of the weak governance on the various different groups of stakeholders- Topics: 0
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Thank you for replying @trephena
I have few doubts and highly appreciate your response.
I am wondering how to frame Part 3 of my Project. There are many issues so how do I address them ?. For eg. the mistreatment of Employees and Failure to disclose Related Party Transactions etc. Maybe a structured format as such ??
Secondly, The FY 2019 annual report is published and is the latest one. So around 2018 Sports direct acquired house of Fraser that went into administration but it was later addressed that it was a wrong move and it made a negative impact in FS. After the annual report FY 2019 was published, around December 2019 there were some positive impacts such as rise in share price due to house of fraser acquisition and it will be only reflected in 2020 Annual Report which is not yet published. Should I address this issue as initially they faced criticisms from shareholders but now the acquisition is not a bad move?
Once again, thank you for your prompt response.
Sorry for the delay in getting back to you.
If you look through previous posts you will see that it is a good idea to use the headings from the UK CG Code (2014 or 2016 they are both very similar) to help structure your work. Use the Principles as headings and then discuss what the Code says (in brief i.e. main points), what the company says it did from its annual reports and compare these with the reality of what SP actually did. Go through each principle like this in turn.
The issues with the employees relate to poor corporate culture and leadership and weak strategy and risk analysis so you could deal with these when looking at what the Code says about each of these.
Related Party transactions would go under Principle C – Accountability
The House of Fraser issue is again poor strategy and evidence of lack of effectiveness of the NEDs and Board (Principle B) – probably as the Board of SP is not really independent no-one dared to stand up to Mike Ashley. You can also bring this point out when discussing the role of the Chairman as the Code envisages that the chairman should be independent and capable of standing up to the Board and that no-one (e.g. the CEO) should have ‘unfettered powers’.
Discuss the impacts of the ‘bad move’ both with Principle E and also when you do your stakeholder analysis (which could come towards the end just before the Conclusion)
Someone please help me out, my topic was 17 in recent submittion period 17. The examiner told me that they failed me on a technical aspect that I WAS UNABLE TO SUBMIT A SPREADSHEET which was a requirement of the project. But, my mentor told me that do not need one for this topic.
Please guide me on how appeal as I have worked so hard on this project. Following are my remarks:
Feedback is provided where a criteria is a Fail
Research Report
Technical and Professional Skills
1. Understanding of Accountancy/Business Models: Pass
2. Application of Accountancy/Business Models: Pass
3. Evaluation of Information, Analysis And Conclusions: Pass
4. Presentation of Project Findings: PassOverall Technical and Professional Skills: Pass
Graduate Skills
5. Communication: Pass
6. Information Gathering and Referencing: Pass
7. Information Technology: Fail
You have not submitted a spreadsheet. It is a project requirement to include a
spreadsheet and within it demonstrate your proficiency in generating data from the use of
formulae.
Overall Graduate Skills: Fail
Research Report overall assessment: FailSkills & Learning Statement
8. Self-reflection: Pass
9. Communication Skills (inc Presentation): Pass
Skills and Learning Statement overall assessment: Pass
Overall
Overall RAP Result: Fail
You have produced a competent project and reflective statement but unfortunately this is
a technical fail for the lack of the submission of a spreadsheet.
Moderator agrees with Marker’s commentsThis question has been answered elsewhere
Please do NOT post the same question mote than once -it is not necessary
@trephena I apologize, I posted the same question to 3 forums as I wasn’t sure which forum was the correct one.
@Gillian, I am gonna be writing on Deutsche Bank as suggested by you. I remember you posted some links. I hope it wont be very hard.
Sorry for the delay in getting back to you.
I actually think now in most cases it is easier to use a UK case because you can then use the UK CG Code [2016 or possibly the new 2018 version] as your framework – which helps make for a better structure for Part 3.
German CG is rather different from the UK system because of the duality of Boards and I don’t think the Kodex is set out in quite the same way [there is a lot of detail that I think in the UK would be covered in our legislation and/or in the company Articles and Memorandum of Association] which makes it more difficult to use as a framework.
Possibly what you could do, which is something I do if students use a US company:, is use the UK Code as the framework but then compare and contrast what the board did, what it said it did – not always the same thing [see press statements and annual reports] and compare these to the applicable national code [if there is one] but also compare this with the UK Code as an example of ‘best practice’
So whilst I wouldn’t now say don’t do Deutsche Bank I think you have to think about how you are going to structure your report so that it flows well and you cover the important issues relating to Board behaviour (culture, integrity, independence and skills & competence) and any relevant legislation such as anti-money laundering and corruption.
Thanks @Gillian I think I will drop the idea of a German company now. I don’t want something that would be too complex. Would you suggest or recommend a UK company that I could use?
Hi Ms. @Gillian ,
im willing to take opic 17 for my obu thesis, it is a big 4 firm that let go a client with money laundering in dubai in 2013, the case is with courts since then, but the final 6 hearing and final word by court was out in 2020.
Is this ok to be taken as a case, considering the 5 year frame requirement by topic 17?
Your guidance will be highly appreciated.I spoke with my mentor for the first time. He said writing topic 17 would require primary data. I live in Nigeria, would I be at a disadvantage writing topic 17? I noticed the trend that most students from Nigeria writes topic 8, which uses only secondary data.
Sorry but that is nonsense. I have mentored dozens for students for Topic 17 successfully and only one student has ever used any primary data for her report.
Please go to https://www.brookes.ac.uk/acca/for-students/resources-for-rap-students/
and scroll down to the sheet on primary data and it will show exactly which topics normally require primary data – and you will see that for Topic 17 it clearly states ‘not essential’.Hi,
Is the wates corporate gov principles model appropriate for using in t17 project?Hi melonny05 – I think to a point, choice of company may depend on what grade you want. For example a report done well on Deutsche Bank could get you a higher grade but would be harder to do whereas if you are happy with a just a pass and a C grade then there are some UK companies that would be ideal e.g. Carillion as you can use the UK CG Code 2016 to structure it and the information is readily available because there was a Parliamentary Report. However because Carillion is SO popular it has to be exceptionally good to get a higher grade.
Hi shriyamc15 – I would suggest that you check with acca@brookes.ac.uk pointing out that although the incident(s) happened earlier they mainly only came to light in the last 5 years and get their permission to use the company that you have chosen. That way you won’t have wasted any efforts in doing the company if they are then going to disallow it [also it they agree, include a copy of their email with your submission to show the marker you were permitted to submit on it]
Regarding your second question – I always recommend using a Code to help structure your work as it may focus you on main areas where there may have been weaknesses. So even if your chosen company falls outside the conditions below Wates may still provide an appropriate structure.
The Wates Principles were produced by the FRC to deal with large private companies who, because they are not listed on a stock exchange, would not have to comply with the normal UK Code (though of course they could always choose to do so). This new reporting requirement applies to all companies that satisfy either or both of the following conditions:
• more than 2,000 employees;
• a turnover of more than £200 million, and a balance sheet of more than £2 billion.Also under the new The Companies (Miscellaneous Reporting) Regulations 2018
26. (1) The directors’ report must include a statement (a “statement of corporate governance arrangements”) which states: (a) which corporate governance code, if any, the company applied in the ?nancial year, (b) how the company applied any corporate governance code reported under sub-paragraph (a), and (c) if the company departed from any corporate governance code reported under sub-paragraph (a), the respects in which it did so, and its reasons for so departing.
26. (2) If the company has not applied any corporate governance code for the ?nancial year, the statement of corporate governance arrangements must explain the reasons for that decision and explain what arrangements for corporate governance were applied for that year.It is hoped that the Principles together with s172-175 of the UK Companies Act 2006 will help protect broader stakeholders’ interests and not just shareholders.
So if you feel it is appropriate to use Wates for your company then by all means use it and you may also where you think it demonstrates best practice, cite from the normal Code and any appropriate legislation such as anti-money laundering
This is an inquiry about acceptable codes of corporate governance for use in RAP topic 17.
I have heard a lot of speculation that markers insist on using the EOCD or the UK Corporate Governance code.
I intend to do my RAP on a Parastatal in Zimbabwe and the Zimbabwean Government has a Bill on corporate governance which is specific to Public entities only.
In my opinion, This document is the most relevant benchmark to use when evaluating the corporate governance practices for a Zimbabwean Public entity.The document can be found on the websites of the Parliament of Zimbabwe and the Reserve Bank of Zimbabwe below
https://www.rbz.co.zw/index.php/about-us/about-us/legislation/acts/42-legislation/acts/523-public-entities-corporate-governance-act
https://www.parlzim.gov.zw/component/k2/public-entities-corporate-governance-bill-h-b-5-2017My question is whether it is true that markers insist on using UK corporate governance codes for topic 17
You have asked a very valid question that needs to be looked at from different angles – are you at a disadvantage if you submit on an overseas company and do not use the UK or OECD Code as your main tool to evaluate the governance? And what is the appropriate way of assessing CG in an organisation in a developing nation?
There certainly have been cases where students have been failed for little use of CG Codes but at the same time there has been considerable ignorance displayed by those who are marking (and whom therefore one would have hoped were fairly knowledgeable on the topic) – such ignorance being totally unacceptable.
For example I had a student who came to me from Sri Lanka who was told in her previous feedback to use the UK Code for evaluating her Sri Lankan company – this was an absolute nonsense – I couldn’t do it myself and I have taught CG on Masters courses at Brookes. So if I couldn’t do it – because in her case the issues in the company transcended any Code [as they related to bribery and corruption both in her country, the government at that time and the company and its directors], how could the student be expected to??? Clearly anyone who knows anything about CG, the work of Transparency International and conditions in Sri Lanka would not be prescribing the use of the UK CG Code as the potential panacea that would sort out the issues both there and in similar jurisdictions!
I have also complained to those who monitor the programme that if markers are going to insist on use of certain codes they are effectively disadvantaging students who choose a company that operates overseas in their own country as CG Codes such as the UK and OECD ones are not necessarily the appropriate medium for evaluating a national system that lacks integrity at every level. Therefore the University is technically guilty of indirect racial discrimination if they insist on this [they are applying a requirement to those who are not living in the UK or the more developed world who are more likely to be non-British / non-European] which consequently by the marker’s biased standards/ ignorance, may mean that such students cannot do a successful report. I did not get a formal response from the University on this – however I am sure it was duly noted!!
So back to your report: It is important that you justify your use of the Code/legislation that you are using but perhaps as with my student above [who was finally successful] we covered the limitations in Part 2 of using both the UK and Sri Lankan CG Code to a national system that was recognised both within Sri Lanka and internationally as being highly corrupt. I would suggest that you consult TI’s Corruption Perception Index https://www.transparency.org/en/countries/zimbabwe# where you will see that in 2019 Zimbabwe ranked 158/180 [meaning that only 22 countries in the world were perceived as being more corrupt] and scored 24/100 [where the lower the score the more corruption is believed to be prevalent] . There are various resources that might be useful to you to cite from in your evaluation as unfortunately the objectives of parastatal organisations and their income are often subverted by those at the top of them and government ministers – so it may be worth reading https://www.transparency.org/en/news/political-corruption-and-political-integrity-in-africa
Also of interest is the Afrobarometer produced by Corruption Watch https://www.corruptionwatch.org.za/wp-content/uploads/2019/07/GCB-Africa-2019-Full-report-WEB.pdf – page 60 shows some survey results that specifically related to Zimbabwe
By all means use the documents you were suggesting to try to analyse and evaluate the CG in your chosen organisation and where you can, you might be able to bring in one or two aspects from the UK/OECD Code(s). However I suspect that they will prove to be very superficial in really getting to grips with the real issues, so by showing the organisation in a better African and world context you will be demonstrating as my previous student did, [she had specific sections where I suggested that she apply the concepts of bribery and corruption and used newspaper and journal articles to outline the corruption allegations levelled at those at the top of the organisation and their relationship with senior government officials and ministers] that there was overall weak governance in the organisation and country culture that permitted bribery and corruption to flourish in the organisation and be rife in her country.
This also tied in with one the new objectives I suggested that she used in her final submission: to show that without a system of national integrity any CG Code is going to be of limited use in instilling good governance practices.
To evaluate the reality of corporate governance in an organisation in your country this approach is far more relevant usually to the broader stakeholder base (taxpayers, broader community and possibly donors of foreign aid) and reinforces the basic concept that before you can instill good corporate governance, national integrity first has to be remedied as this precedes and would underpin any corporate governance system.
Hi everyone!
I am thinking about this topic 17 , For me this will fall under submission period 41 & 42.
I am a bit confused. The organization I am looking for to choose had its last annual report for 30 Dec 16 . In 2018 , it went into compulsory liquidation .If I choose this topic , will it fall under the past 5 years criteria ¿
It would be great if someone could help me with this . Thanks .
The relevant fact is it existed in 2018 so it will be 5 years before it went into liquidation. As presumably if it had been well governed it would still be in existence there must have been weak governance between 2013 – 2018. However often there can be a catalogue of weaknesses that predate even the last 5 years as well.
Hello,
Im from Singapore and I intend to submit for Nov 2020.
Im intending to choose Singhealth for my topic and will like to ask if its appropriate?
Singhealth had a cyber attack in 2018 and 1.5 million patients data were leaked. This was also accompanied by other small issues whereby there was a lack of urgency in reporting the breach and lack of expertise in the cybersecurity issue prior to the attack.But apart from this, there wasnt any other major issue with Singhealth that I could find so far.
Really appreciate if I can get a response.
Thank you in advance
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