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This essay would be discussing the extent to which the corporate governance code and the statutory provision responsible for regulating listed PLC’s have addressed the concerns arisen from recent corporate scandals.
Corporate governance is the “framework of rules and practices by which a board of directors ensures accountability, fairness and transparency in the firms relationship with all its stakeholders” . The stakeholders include financiers, customers, employees, management, government and the community. It is essential that a system be put in place to monitor the actions of the board.
The combined code sets out standards of good practice in relation to board practices and effectiveness, remuneration, accountability and relations with shareholders . Listed companies are required to report on how they have applied the main principles of the code, and either confirm that the code provision was complied with, or provide explanation for non-compliance.
Recent Corporate Scandals
The reform of the UK listed companies happened as a result of the scandal and recession in the late 1980s and early 1990s.The collapse of three companies (BCCI, Polly Peck and Robert Maxwell Group) all of whom were certified by their auditors as having clean records but yet collapsed unexpectedly, had a negative impact on market confidence regarding the accountability of listed companies .
BCCI has been described to be Britain’s biggest banking scandal with debts of up to $17 billion. Their activities included dubious lending, fraudulent record keeping and money laundering to name a few . This scandal emphasised the need for powerful executives to be made accountable and controlled within a corporate governance structure.
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...nancial Reporting council- Review of the effectiveness of the combined code second consultation comments from the ACCA
http://www.guardian.co.uk/business/2010/aug/26/polly-peck-business-asil-nadir How Polly Peck went from hero to villain in the City- Asil Nadir's company diversified to become global giant, before collapsing with £1.3bn debts Assessed August 26 2010
http://www.nytimes.com/1991/12/10/business/worldbusiness/10iht-max__2.html How to account for Maxwell scandal Assessed December 1st 1991
http://www.erisk.com/learning/CaseStudies/BankofCreditandCommerceIn.asp Case Study Bank of credit and commerce international Assessed June 2001
http://www.independent.co.uk/news/business/news/wyevale-rebels-oust-chairman-but-attempt-to-seize-control-fails-520500.html Wyevale rebels oust chairman but attempt to seize control fails Assessed Friday 23rd December
Throughout the past several years major corporate scandals have rocked the economy and hurt investor confidence. The largest bankruptcies in history have resulted from greedy executives that “cook the books” to gain the numbers they want. These scandals typically involve complex methods for misusing or misdirecting funds, overstating revenues, understating expenses, overstating the value of assets or underreporting of liabilities, sometimes with the cooperation of officials in other corporations (Medura 1-3). In response to the increasing number of scandals the US government amended the Sarbanes Oxley act of 2002 to mitigate these problems. Sarbanes Oxley has extensive regulations that hold the CEO and top executives responsible for the numbers they report but problems still occur. To ensure proper accounting standards have been used Sarbanes Oxley also requires that public companies be audited by accounting firms (Livingstone). The problem is that the accounting firms are also public companies that also have to look after their bottom line while still remaining objective with the corporations they audit. When an accounting firm is hired the company that hired them has the power in the relationship. When the company has the power they can bully the firm into doing what they tell them to do. The accounting firm then loses its objectivity and independence making their job ineffective and not accomplishing their goal of honest accounting (Gerard). Their have been 379 convictions of fraud to date, and 3 to 6 new cases opening per month. The problem has clearly not been solved (Ulinski).
The first step in the seven essential elements of corporate compliance is to establish standards and procedures. Standards and procedures are policies and guidelines which were implemented to keep and organization operating and functioning legally without breaking any laws. (Safian, 2010, p. 40)
The code clearly defines its purpose within the organization as well as its applicability. According to the code, there must be ethical conduct including honest, fair, accurate and ethical conduct in disclosure of information pertaining to the company. In addition, ethical handling of
This report gives the brief overview of the concept of corporate governance, its evolution and its significance in the corporate sector. The report highlights various key issues and concerns that are faced by the organizations while effectively implementing and promoting Corporate Governance.
Due to the fact that the company falsefully recorded the values of their assets, the credibility of Waste Management plummeted. When that illegal practice was discovered, an independent auditor had to go through all of the balance sheets which led to the complete loss of credibility of the top executives. Since Rooney sold company stock while he knew the fraud was going on, the company’s integrity majorly decreased. The shareholders had little to no safety net and were not truthfully informed of the fair potential consequences of their
Salomon v Salomon was and still is a landmark case. By confirming the legitimacy of Mr Salomon's company the House of Lords put forward the concept of separate corporate personality and limited liability. Inextricably linked with this ratio is an acknowledgement of the importance of certainty within the law, thus separate corporate personality becomes a concrete principle to which the law must adhere. Salomon v Salomon is followed in subsequent cases, notably Macaura v Northern Assurance Co.[3] and Lee v Lee's Air Farming Ltd[4]. These cases highlight the reality of the separate corporate identity and take it a step further in stressing the distinction between a company's identity and that of its shareholders.
When companies are facing issues dealing with corporate compliance, implementing a system to deal with the compliance and corporate governance issues is the best opportunity for the companies. The companies should develop a process to analyze alternatives and integrate the appropriate opportunity into the companies system. The process includes defining and implementing compliance steps and process. Next, the companies will recommend a preventative solution that incorporates risk mitigation. This part of the process includes using systems and organizations for compliance techniques. Finally, the companies will use a problem solving approach to determine which solutions to implement into the compliance effort.
Bibliography: Turnbull, S. (1997). Corporate governance: its scope, concerns and theories. Corporate Governance: An International Review, 5 (4), pp. 180--205.
The Enron scandal resulted in other new compliance measures. Additionally, the Financial Accounting Standards Board (FASB) substantially raised its levels of ethical conduct. Moreover, company 's boards of directors became more independent, monitoring the audit companies and quickly replacing bad managers. These new measures are important mechanisms to spot and close the loopholes that companies have used, as a way to avoid
Organizations that only have top management as the board members are more susceptible to accounting malpractices. Members of the board should preferably own shares in the company to ensure diligence when it comes to the interests of the company. Apart from the Board of Governors, there should also be an audit committee in place to oversee the financial dealings of the bank. Members of the board and the audit committee should have basic financial knowledge. Some of the members should also be experts in finances so that they can detect any anomaly that may take place in terms of financial reporting. An overhaul of the regulatory framework is required to empower authorities to intervene immediately, and make improvements. New technology is required. Manual antiquated processes should be eliminated because this causes greater human error and poor
Solomon, J (2013). Corporate Governance and Accountability. 4th ed. Sussex: John Wiley & Sons Ltd. p.7, p9, p10, p15, p58, p60, p253.
This shows how a lack of transparency in reporting of financial statements leads to the destruction of a company. This all happened under the watchful eye of an auditor, Arthur Andersen. After this scandal, the Sarbanes-Oxley Act was changed to keep into account the role of the auditors and how they can help in preventing such
This paper discusses the role of ethics in corporate governance. I seek to show the application of moral and ethical principles in corporate governance. Ethics is a topic that has generated a lot of interest in the last decade especially after high profile scandals. The failures of prominent companies such as WorldCom, Enron, Merrill lynch and Martha Stewart portrays the lack of corporate ethics. The failure of such business has seen an increased pressure to incorporate ethics in corporate governance. The result of corporate scandals has been eroding investor and public confidence. The entire economic system has experienced some form of stress from loss of capital, a falling stock market and business failures.
These specifically in three areas: First, the good corporate governance structure is conducive to growth of the company 's performance. Only business development, corporate performance can follow increase as a result and a good corporate governance is requirement for a healthy, competitive company. Second, good corporate governance structure could reduce the company 's operating costs, improve company’s performance. Companies operating more efficiency, reduce the cost of internal coordination and oversight costs makes the total cost of the company towards as minimizing as possible. Third, good corporate governance structure is conducive to attracting long-term stability of external capital, to energize the continued growth of the company. According to McKinsey report (2002), three-quarters of investors say when in the choice of investments, corporate governance is as important as financial indicators of the company. Corporate governance doubtless is a very important role in improving company
Corporate governance is the set of guidelines that determines the control and organization of a particular company. The company’s board of directors is in charge of approving and reviewing changes to this set of formally established guidelines. Companies have to keep in mind the interests of multiple stakeholders, parties who have an interest in the company. Some of these stakeholders include customers, shareholders, management, and suppliers. Corporate governance’s focus is concentrated on the rights and obligations of three stakeholder groups in particular: the board of directors, management, and shareholders. Corporate governance determines how power is split between these three stakeholders. A company’s board of directors is the main stakeholder that influences the corporate governance of a company (Corporate Governance).