Corporate governance, ethics and social responsibility Flashcards
What is corporate governance?
A system by which companies are directed and controlled
What does corporate governance consider ?
It Considers how directors can be held accountable to shareholders for their actions
What is the risk of poor governance?
The risk of poor corporate governance is large losses that lead to insolvency, the stop of trade and close downs as a result of regulatory breaches
What are examples of poor corporate governance?
~ Domination by single individual : sometimes the single individual can bypass the board to action their own interests
~ Lack of board involvement: sometimes the failure to carry out proper insight is due to lack of information being provided (irregular board meetings)
~ Lack of adequate control function : A rapid turnover of staff involved in accounting or control may suggest inadequate resourcing and will make control more difficult because of lack of continuity
~ Lack of supervision: employees who are not supervised can create large losses for the organization through their own negligence, incompetence or fraudulent activity
~ Lack of independent scrutiny : external audit may not carry out the necessary questioning of senior management because of fears of losing the audit, and internal auditors do not ask awkward questions because the chief financial officer determines their employment prospects
~ Lack of contact with shareholders : Board members may lose touch with the interests and views of shareholders
~ Emphasis on short-term profitability: Emphasis on success or getting results can lead to the concealment of problems or errors, or manipulation of accounts to achieve desired results
~ Misleading accounts and information: Poor quality accounting information is a major problem if stock members are trying to make a fair assessment of the company’s value (misleading figures are often symptomatic of other problems)
What are the OECD principles of corporate governance?
The corporate governance framework should =
P1 : Promote transparent and fair markets and the efficient allocation of resources
P2 : Promote and facilitate the excercise of shareholders rights and ensure the equitable treatment of all shareholders
P3 : Provide sound incentives throughout the investment chain and provide to stock markets to function in a way that contributes to good corporate governance
P4 : Recognize the rights of shareholders established by law or through mutual agreements and encourage active cooperation between corporations and stakeholders creating wealth, jobs and more
P5 : Ensure that timely and accurate disclosure is made on all material matters regarding the corporation
P6 : Ensure the strategic guidance of the company, the effective monitoring of management by the board, and the board’s accountability to the company and the shareholders
What is the purpose of the OECD principles of corporate governance?
To guide governments and other organizations when developing corporate governance frameworks
What is Ethics ?
A code of moral principles that people follow with respect to what is right and wrong
What are the key principles of the UK corporate governance code ?
- Board leadership and company purpose
- Division of responsibilities
- Composition, succession and evaluation
- Aduit, risk and internal control
- Remuneration
What us the rule-based approach?
A legislative approach ~ sometimes referred to as the compliance approach
What are the advantages of the rule-based approach?
- Consistent application
- Breaches easy to identify
- Rules for specific outcomes
What are the disadvantages of the rule-based approach?
- Cannot learn every rule
- Removes member discretion
- Long and lengthy rulebooks
What is the framework approach?
The approach that is driven by values and principles ~ sometimes referred to as the ethics-based approach
What are the advantages of the framework approach?
- It encourages proactive action
- Treats members as individuals
- Flexibility helps in complex situations
- Harder to search for loopholes
What are the disadvantages of the framework approach?
- Interpretations can be subjective
- Potential for inconsistencies
- Ambiguity may be confusing
- Guidelines eventually become rules
What are the factors to consider in ethics ?
• Values - rights and obligations from society
• Principles - such as CIMA’s ethical principles
• Motivation - the reasons why a person acted as they did
• Consequences - does the outcome of an action justify how it was carried