Corporate Governance for Managers

In this unit you will focus on meeting the requirements relating to four primary learning outcomes.

Knowledge

Critical analysis and problem solving skills

Judgement

Communication

These learning outcomes will be assessed in the assessment tasks. The four learning outcomes have been adapted from the Australian national standard for the Accounting Discipline to apply to Corporate Governance for Managers.

Length: 2,400 words total (+/- 10%), comprising 1,200 words for each of the 2 parts in the question. Reference list and cover sheet details are not included in this word-limit total.

Part 1 (1,200 words)

Assessment Criteria:

• Demonstration of knowledge of the issues and evidence of wide reading to support your analysis

• Demonstration of your ability to apply the knowledge to identify keys issues leading to your recommendations

• Evidence of sound reasoning and the exercise of professional judgement to support your recommendations

• Development and statement of concise recommendations for presentation to the Chairman and shareholders

• Overall structure and professional presentation of the report to the Chairman and shareholders

• High quality written communication of concepts and terms in ordinary English as not all shareholders can be assumed to be professionally competent in corporate governance

Case Study 1

‘Directors warn the buck stops with chief executives in the latest salvo in the business culture wars between government, regulators and boards. Australian Securities Commission chairman Greg Medcraft last week said that accusations he wants to change the law to hold directors criminally liable for wayward culture are a misunderstanding and he is not pushing for changes "at this stage".

Tensions between directors and ASIC have escalated following the regulator's cases against Westpac Banking Corp and ANZ Banking Group and Labor's call's for a royal commission into the banking sector which have given rise to accusations the regulator is seeking to become the
culture police.

Directors including Qantas Airways' Jacqueline Hey, Australia Post chairman John Stanhope and founder and director of IBIS World Phil Ruthven told an Australian Institute of Company Directors lunch on Wednesday that while boards can "set the right tone", the buck stops with the CEO.

"CEOs set culture not boards," Mr Ruthven said.Patrick Durkin ‘Directors of boards warn that buck stops with CEOs' The Australian Financial
Review Thursday 14 April 2016, p.8

Required

Assume you have been engaged as a corporate governance consultant to a board of directors of a public company listed on the stock exchange. Your assignment is to prepare a report to be submitted to the Chairman of the board explaining and analysing how the company should define and delineate the separate roles, duties and responsibilities of the company's board of directors from those of the CEO.

Your report should contain specific recommendations on the separate roles of directors and the CEO. The Chairman has specifically indicated that she intends to make your report available to shareholders of the company and that the document will be published on the company's web site.

Part 2 (15% - 1,200 words)

Assessment Criteria:

Demonstration of knowledge of the issues and evidence of wide reading to support your analysis

• Demonstration of your ability to apply the knowledge to identify keys issues leading to your recommendations

• Evidence of sound reasoning and the exercise of professional judgement to support your recommendations

• Development and statement of concise recommendations for presentation to the AICD

Overall structure and professional presentation of the report to the AICD

• High quality written communication of concepts and terms in ordinary English as not all readers of the report can be assumed to be specialists competent in corporate governance

Case Study 2

‘As a separate legal person, a corporation has two basic objectives: To survive and to thrive. Shareholder value is not the objective of the corporation; it is an outcome of the corporation's activities. While shareholders entrust their stakes in a corporation to the board of directors, shareholders are just one audience among others that the board may consider when making decisions on behalf of the corporation.

These audiences, typically called stakeholders, may also include other financial stakeholders, such as bondholders, and nonfinancial stakeholders, such as employees, customers, suppliers, and NGOs representing various concerns of civil society. In the face of limited resources, no matter how large the corporation, directors must make choices regarding the significance of the corporation's many audiences.'

Source: Robert G Eccles and Tim Youmans (2015) ‘Why Boards Must Look Beyond Shareholders', MIT Sloan Management . Assume you have been employed as a corporate governance consultant by the Australian

Institute of Company Directors (AICD). The AICD is concerned that many company directors hold the opinion that the company's board of directors has a responsibility to place the interests of shareholders above all other stakeholder interests.

Your assignment is to prepare a report to be submitted to the AICD evaluating the evidence that the responsibility of a company director is to place shareholder interests above those of other stakeholders.

Specifically, the AICD has requested that your report contain evidence, examples and recommendations for company directors that will guide them when making board decisions so they are responsive to diverse stakeholder audiences. The AICD has advised you that they intend to make your report a public document and it will be uploaded to the website so it can be read by both corporate governance specialists and non-specialists.