There are many similarities and differences in the way that companies, in both the United States and the United Kingdom, are owned and operated. One of the main issues to look at between companies in these two countries is the roles and responsibilities of their board of directors. The board of directors of any business plays a crucial role in the success of the company. Although there are many similarities in the board of directors in these two countries, a few key differences can change the aspect of the company’s oversight.
The board of directors is a group of individuals, mostly non-executives, who are elected to become the highest governing authority of any publicly traded company. Because of this power it is their primary responsibility to do whatever is in the best interest of the company and the owners of the company, or in other words, the shareholders. It is their responsibility to protect the shareholders’ assets and ensure that they receive a return on their investment. Within this responsibility it is the board of directors’ role to make decisions on major issues that a company would face. In order for the board of directors to effectively solve these issues they must act both as an advisory board, and an oversight board. The board of directors’ role as an advisory board would be to consult with management regarding strategic and operational direction of the company, and the role of an oversight board would be to monitor the company’s performance and reduce agency costs. (Stanford CITE) Some of the issues that would fall under the responsibility of the board of directors in the US and the UK would be to: select, evaluate, and approve compensation for top executives of the company, approve the corporate strate...
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...mpany was performing at that time. If the firm was having problems they believed that by separating these duties the CEO would bring better checks and balances that my help turn the company around, but if the company was performing well and running smoothly then this is clearly not needed. They concluded the study by saying, “CEO-chairman separation tends to reverse a company’s performance: Low-performing firms benefit from a separation event, while high-performing firms suffer.” (Semadeni, Krause)
Differences exist in the role of the board of directors in the United States and the United Kingdom, but overall they are in place to provide the same oversight for their companies. Each country has differences that may be seen as better or worse when compared, but in the end these exist because the laws, regulations, and culture of each country also has differences.
The CEO needs to create a corporate culture. His culture will determine what people should be doing and what should do not be trying. He can decide who will stay, who will leave, and how the job will get done. Culture starts with the boss. He can decide how he wants people to act and start modeling the behavior publicly. STOPPED HERE…!!!:)
William Mistretta who took over as CEO after Julius Walls resigned has more experience in diverse management roles in the corporate world. Mistretta had around 25 years’ experience in doing corporate business while Walls only experience came from working in a chocolate company and briefly as a Marketing Director in Greyston Bakery Board of management. According to the text, Julius Walls had established a task-oriented system that worked excellently for the company. Walls had a good understanding of what he wanted from his employees. In addition, he expected them to be accountable for the quality of their actions. This system worked excellently and the corporation may be uncertain how the new CEO will fit in. However, I do not think the fact that the new CEO has more experience should be a concern. If anything, the new CEO, due to his vast experience will likely adopt the system and find ways to make it even better. His vast experience means he has witnessed
Ralph Nader, Mark Green and Joel Seligman, in an excerpt from Taming the Giant Corporation (1976, found in Honest Work by Ciulla, Martin and Solomon), take the current role of the company board of directors and suggest changes that should be made to make the board to be efficient. They claim the current makeup of the board does not necessarily do justice to the company because “in nearly every large American business…there exists a management autocracy” (Nader, Green and Seligman, 1976, p.570). The main resolution they present is to make the board more democratic with the betterment of the company as its first priority. Currently the board no longer oversees operations, or elects top company executives and they are no longer involved in the business operations to the extent they should be. Nadar, Green and Seligman argue that that all of these things need to be changed. For a corporation so large to be successful there must be separation of powers just as there is in any current government system ( p.571). They claim this is the only and best way to success (Nader, Green and Seligman, 1976, p.570-571).
Finally, I will discuss which type of corporation I prefer. A Review of Corporate Roles and Duties The Role of the Board of Directors. The corporation’s business is carried out by its management, under the direction of the Board of Directors. The Board, and each committee of the Board, has complete access to management. Also, the Board and committee member’s have access to independent advisors as each considers necessary or appropriate.
The audit committee a part of the board of directors plays an important role in preventing fraud. They are directly responsible for overseeing the work of any public accounting firm, such as PwC, employed by the company. They also must preapprove all audit services provided by the auditors.
The scenario presented is the tale of Executive A planning to retire. Leader B and Leader C are in contention to move into the CEO position. When Executive A retires, there will be a change in company performance along with how employees react, as Leader B and Leader C have different leadership styles from Executive A.
CEO compensation has been a heated debate for many years recently, and it can be argued that they are either overpaid or that there payment is justified by the amount of work they do and their performance. To answer the question about whether CEO compensation is justified it must be looked at by the utilitarian viewpoint where the good of many outweighs the good of one. It is true that many CEO’s are paid an exorbitant amount of money; however, their payment is justified by the amount of money that they bring back to the company and the shareholders. There are many factors that impact the pay that the CEO receives according to Shah et.al CEO compensation relies on more than just the performance of the CEO, there are a number of factors that play a rule in the compensation of the CEO including the fellow people who help govern the corporation (Board of Directors, Audit Committee), the size of the company, and the performance that the CEO accomplishes (2009). In this paper the focus will be on the performace aspect of the CEO.
As a consequence of the separate legal entity and limited liability doctrines within the UK’s unitary based system, company law had to develop responses to the ‘agency costs’ that arose. The central response is directors’ duties; these are owed by the directors to the company and operate as a counterbalance to the vast scope of powers given to the board. The benefit of the unitary board system is reflected in the efficiency gains it brings, however the disadvantage is clear, the directors may act to further their own interests to the detriment of the company. It is evident within executive remuneration that directors are placed in a stark conflict of interest position in that they may disproportionately reward themselves. The counterbalance to this concern is S175 Companies Act 2006 (CA 2006) this acts to prevent certain conflicts arising and punishes directors who find themselves in this position. Furthermore, there are specific provisions within the CA 2006 that empower third parties such as shareholders to influence directors’ remuneration.
Evolving societal, political, as well as cultural perceptions of corporate boardroom membership are somewhat eliciting interest in the diversity of corporate directors. Additionally, the increasing worldwide desire for enhanced corporate governance is also a reason (Carter et al. 2010, p.396) and (Grosvold, Brammer and Rayton, 2007, p.347). For instance, in the UK, novel corporate governance laws after the Cadbury Report as well as the Higgs Review have highlighted the value of boardroom diversity, including gender diversity, and the necessity for choosing directors from a broader ta...
Bibliography: Turnbull, S. (1997). Corporate governance: its scope, concerns and theories. Corporate Governance: An International Review, 5 (4), pp. 180--205.
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
The board membership, irrespective of executive or non executive membership, is very crucial in the governance and management of the company. However, as the duties and responsibilities of directors vary according to their type of directorship; the rewards should also match the responsibilities carried out and be in line with the performance shown over period of time.
Nottingham Trent University. (2013). Lecture 1 - An Introduction to Corporate Governance. Available: https://now.ntu.ac.uk/d2l/le/content/248250/viewContent/1053845/View. Last accessed 16th Dec 2013.
According to Carol Padgett (2012, 1), “companies are important part of our daily lives…in today’s economy, we are bound together through a myriad of relationships with companies”. The board of directors remain the highest echelon of management in any company. It is the “group of executive and non-executive directors which forms corporate strategy and is responsible for monitoring performance on the behalf of shareholders” (Padgett, 2012:1). Boards are clearly critical to the operation of companies and they are endowed with substantial power in the statute (Companies Act, 2014). The board is responsible for directing and steering the company. The board accomplishes this by business planning and risk management through proper corporate governance.
This paper examines the comparison of corporate governance codes between Malaysia and the United Kingdom (UK) which are the Malaysia Code of Corporate Governance with UK Corporate Governance Codes. The comparisons are based on the origins, compliance, board structure and key committees. UK Codes is based on voluntary and largely business driven while Malaysian Codes is regulatory driven.