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PREPARING FOR THE EXAMINATION
A number of reports have been produced to address the risk and problems resulting
from poor corporate governance. In the UK the most signifi cant reports include
the Cadbury, Hempel and Greenbury reports. The recommendations are merged
into a Combined Code which comprises the purpose and principles of good cor-
porate governance for listed companies.
B4(b)
●
It is problematic for one person to hold both the role of Chairman and
Managing Director since this can result in too much concentration of power
being in the hands of one person, and the greater dangers of the misuse or abuse
of power. As illustrated in the scenario, it is diffi cult for other directors to chal-
lenge M’s decisions. M, through his dominance and associated behaviours, com-
bining chairperson and chief executive roles contravenes much of the recent
thinking on corporate governance. This advocates that the separation of the two
roles is essential for good control.
●
It is evident from the scenario that Board meetings are ineffective, they are held on
an irregular and infrequent basis with M wielding his power over other directors.
It would seem that he has forced through decisions that are in his own personal
interest, and could be detrimental to the company. One of the core principles of
the Combined Code is that listed companies should be led by effective Boards,
which meet regularly and membership should be a balance of executive and non
executive directors so that no individuals or small groups can dominate decision
making. It would be appropriate for non executive directors to be appointed to
the Board of OK1 to provide independent judgements on decisions.
●
It seems that there is a lack of adequate control, accountability and audit in the
company. The Board is responsible for presenting a balanced and understandable
assessment of the company’s fi nancial position. It is responsible for maintaining a
sound system for internal controls to safeguard the company’s assets and sharehold-
ers’ investment. OK1 should establish through an audit committee formal and
transparent arrangements for considering how to apply the principles of fi nancial
reporting and internal control. Non executive directors should satisfy themselves on
the integrity of fi nancial information and that controls are robust.
●
M has determined his own remuneration package, which he is keen to keep covered
up. Good corporate governance practice states that no director should be involved
in determining his/her own remuneration. Non-executive directors should be
responsible for determining a policy on the remuneration of executive directors
and specifi c remuneration packages for each director, a proportion of which should
be linked to corporate and individual performance. It is good practice to include a
report on the remuneration policy for directors in the annual accounts.
The above points would help support the Finance Director who has been placed
in an awkward situation regarding the questionable accounting practices and M’s
remuneration.
B4(c) Social responsibility is the concept that gives rise to how an organisation should
conduct itself within society and the need to deal with the impact of business deci-
sions on different stakeholder groups. However, the debates about the extent to
which organisations should consider issues under the heading ‘social responsibil-
ity’ when they are formulating and implementing business strategies continue to
SOLUTIONS TO B STYLE REVISION QUESTIONS E1