...with a huge “domino effect” that was born right after the US government allowed the investment bank Lehman Brothers to go bankrupt. Indeed, the American firm implanted in London did not follow UK law, which caused its loss and is one of the numerous convincing facts showing that economic issues are directly linked to business law. After that, people started looking for elements that should have alarmed them. The example of the Greenbury Report (published in 1995) was destabilizing since it showed that corporate governances were already concerned about excessive executive remuneration because of previous cases that seemed to become widespread and responded to the name of “Fat Cat incidents”. And that is one of the issues approached in the movie “Inside Job”. Also, it is important to say that even if the Greenbury Report was the first UK report which was really giving some directives for executive remuneration, it was only about “recommendations” whereas, years after, in 2002, the act Sarbanes-Oxley...
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...Abstract Businesses today face heightened expectations around their role in society and the world, with turning a profit only one of many criteria by which performance is measured. Rising in importance is the impact a company has on its stakeholders, society, and even the planet. Integrated reporting, which encompasses elements of traditional financial reporting, sustainability reporting, and governance reporting within a single presentation, represents a growing trend that reflects these new expectations. The core concept underlying the term “integrated reporting” is providing one report that fully integrates a company’s financial and non-financial (including environmental, social, governance and intangibles) information. Integrated reporting offers the opportunity to centre business reporting on strategy and value creation, to demonstrate how the business uses capital and the extent to which they should continue to be invested in business. Integrated reporting is a journey. Organizations are unlikely to achieve perfection in the first year. In the absence of a generally accepted framework, companies that wish to move toward integrated reporting may encounter several dilemmas around relevance, scope, assurance and other issues. However, as reporting processes for the production of the supporting information are designed and improved and as the executive team begins to benefit from a more informed implementation of the governing structures’ decision, reporting will improve...
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...IIBM Institute of Business Management Corporate Governance www.iibmindia.in Chapter 1 Corporate Governance Corporate governance refers to the system by which corporations are directed and controlled. The governance structure specifies the distribution of rights and responsibilities among different participants in the corporation (such as the board of directors, managers, shareholders, crors, auditors, regulators, and other stakeholders) and specifies the rules and procedures for making decisions in corporate affairs. Governance provides the structure through which corporations set and pursue their objectives, while reflecting the context of the social, regulatory and market environment. Governance is a mechanism for monitoring the actions, policies and decisions of corporations. Governance involves the alignment of interests among the stakeholders. There has been renewed interest in the corporate governance practices of modern corporations, particularly in relation to accountability, since the high-profile collapses of a number of large corporations during 2001–2002, most of which involved accounting fraud. Corporate scandals of various forms have maintained public and political interest in the regulation of corporate governance. In the U.S., these include Enron Corporation and MCI Inc. (formerly WorldCom). Their demise is associated with the U.S. federal government passing the Sarbanes-Oxley Act in 2002, intending to restore public confidence in corporate...
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...SEMESTER 2 2011 CPA 118 ETHICS AND GOVERNANCE CPA - ETHNIC SEMESTER 2 2011 MODULE 1 ACCOUNTING AND SOCIETY 1.05 1.05 Part A: Ineraction with society Depictions of A/cting Depiction Defeating depictions defeat Fig 1.1 new bean counter How to become professional? 3 aspects 1.06 Recruiting the best Beard(1994),Smith and Briggs(1999) and Simnik and Felton(2006) Friedman& Lyne(2001);Albrecht and Sack(2000);Coate et al.(2003) Jeacle: colourful accountant linked to corporate collapses 1.07 Moral agency Biddle(2006) Value creation - key to maintain high standards Moral agent - refer to individual making moral judgement for others Moral agent theory based on concept " act appropriotely and professionally" 1.08 Technical functions and social impact Understanding A/cting A/cting defination - Macquarie Dictionary - Technical practice - bookkeeping Not Prefect def - AAA(American A/cting Association) -communication skill… 1.09 Social impact of A/cting + impact - based on historic A/cting info professional capabilities - technical knowledge,soft skill & experience 1.10 Social impact example - A/cting and the GFC "mark-to market" Lonergan (2009) - if A/cting causative factor in GFC 2008/2009 1.11 Q 1.1 Logergan 'standard setters'slow reaction only cause GFC ? NO How wisdom come out? - experience /knowledge Distinguishing feature - building relevant wisdom over time Parker et al. (1989) - induce other behaviour Miller(1994) - intrinsically and inredeemable social impact IMPACT Macro level:...
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...SEMESTER 2 2011 CPA 118 ETHICS AND GOVERNANCE MODULE 1 ACCOUNTING AND SOCIETY 1.05 1.05 Part A: Ineraction with society Depictions of A/cting Depiction=描述 Defeating depictions defeat =挫败 Fig 1.1 new bean counter How to become professional? 3 aspects 1.06 Recruiting the best Beard(1994),Smith and Briggs(1999) and Simnik and Felton(2006) Friedman& Lyne(2001);Albrecht and Sack(2000);Coate et al.(2003) Jeacle: colourful accountant linked to corporate collapses 1.07 Moral agency Biddle(2006) Value creation - key to maintain high standards Moral agent - refer to individual making moral judgement for others Moral agent theory based on concept " act appropriotely and professionally" 1.08 Technical functions and social impact Understanding A/cting A/cting defination - Macquarie Dictionary - Technical practice - bookkeeping Not Prefect def - AAA(American A/cting Association) -communication skill… 1.09 Social impact of A/cting + impact - based on historic A/cting info professional capabilities - technical knowledge,soft skill & experience 1.10 Social impact example - A/cting and the GFC "mark-to market" Lonergan (2009) - if A/cting causative factor in GFC 2008/2009 1.11 Q 1.1 Logergan 'standard setters'slow reaction only cause GFC ? NO How wisdom come out? - experience /knowledge Distinguishing feature - building relevant wisdom over time Parker et al. (1989) - induce other behaviour Miller(1994) - intrinsically and inredeemable social impact IMPACT Macro level: all types of business...
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...Corporate governance From Wikipedia, the free encyclopedia Jump to: navigation, search Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, management, and the board of directors. Other stakeholders include labor(employees), customers, creditors (e.g., banks, bond holders), suppliers, regulators, and the community at large. Corporate governance is a multi-faceted subject.[1] An important theme of corporate governance is to ensure the accountability of certain individuals in an organization through mechanisms that try to reduce or eliminate the principal-agent problem. A related but separate thread of discussions focuses on the impact of a corporate governance system in economic efficiency, with a strong emphasis shareholders' welfare. There are yet other aspects to the corporate governance subject, such as the stakeholder view and the corporate governance models around the world (see section 9 below). There has been renewed interest in the corporate governance practices of modern corporations since 2001, particularly due to the high-profile collapses of a number of large U.S. firms such as Enron Corporation and Worldcom. In 2002, the U.S. federal government passed the Sarbanes-Oxley...
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...Strength. Momentum. Connectivity. 2011 ANNUAL REPORT BUILDING A BANK OF GLOBAL QUALITY WITH A REGIONAL FOCUS WHO WE ARE AND WHERE WE OPERATE OUR PROGRESS ANZ‘s ANZ‘s history of expansion and growth stretches over 175 years. We have a strong franchise in Retail, Commercial and Institutional banking in our home markets of Australia and New Zealand and we have been operating in Asia Pacific for more than 30 years. ANZ ANZ is the only Australian bank with a clearly articulated strategy to take advantage of Australia and New Zealand’s geographic, business and and cultural linkages with Asia, the fastest growing region in the world. Today, ANZ operates in 32 markets globally. We are the third largest bank in Australia, the largest banking group in New Zealand and the Pacifi Pacific, and among the top 50 banks in the world. OUR SUPER REGIONAL STRATEGY We We articulated our super regional strategy in late 2007. The rationale behind our strategy is simple – to deliver shareholders long-term growth and differentiated returns through connectivity with the growth markets of Asia – returns we do not believe to be available through a domestic-only strategy. Our aspiration is for Asia Pacific, Europe & America sourced revenues to drive drive between 25 and 30% of Group earnings by the end of 2017. Connectivity Connectivity is at the heart of ANZ’s strategy by being part of the growth within Asia and supporting the increasing trade, investment ...
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...QANTAS ANNUAL REPORT 2012 Broadening our horizons Qantas Annual Report 006 008 010 012 018 028 037 065 138 153 CHAIRMAN’S REPORT CEO’S REPORT FINANCIAL PERFORMANCE BOARD OF DIRECTORS REVIEW OF OPERATIONS CORPORATE GOVERNANCE STATEMENT DIRECTORS’ REPORT FINANCIAL REPORT SUSTAINABILITY REPORT FINANCIAL CALENDAR AND ADDITIONAL INFORMATION Broadening our horizons 002 QANTAS ANNUAL REPORT 2012 Broadening our horizons Building on unique Australian qualities – and the skills of its 33,600 people – the Qantas Group is broadening its horizons to secure a successful and profitable future. 003 004 QANTAS ANNUAL REPORT 2012 Heading For the Qantas Group, 2011/2012 was a year of transformation. We recorded an Underlying Profit Before Tax* despite significant challenges. We continued to build Qantas’ strong domestic network, Jetstar and Qantas Frequent Flyer. And we launched a five-year plan to turn around Qantas’ international network. FOR THE YEAR ENDED 30 JUNE 2012 *For explanations of non-statutory measures see the Review of Operations. 005 Building a stronger Qantas for our people, our customers, our shareholders and Australia The Qantas Group has a broad portfolio and a clearly defined strategy, with the following core goals: — Build on the Group’s strong domestic businesses through a clear focus on the customer. — Turn around Qantas International through the “four pillars” of targeting global gateways, growing with Asia, improving...
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...2014 ANNUAL REPORT Australia and New Zealand Banking Group Limited ABN 11 005 357 522 This Annual Report (Report) has been prepared for Australia and New Zealand Banking Group Limited (“the Company”) together with its subsidiaries which are variously described as: ”ANZ”, “Group”, “ANZ Group”, “the Bank”, “us”, “we” or “our”. ANZ ANNUAL REPORT 2014 ANZ IS EXECUTING A FOCUSED STRATEGY TO BUILD THE BEST CONNECTED, MOST RESPECTED BANK ACROSS THE ASIA PACIFIC REGION WHO WE ARE AND HOW WE OPERATE ANZ’s history of expansion and growth stretches over 175 years. We have a strong franchise in Retail, Commercial and Institutional banking in our home markets of Australia and New Zealand and we have been operating in Asia Pacific for more than 30 years. Today, ANZ operates in 33 countries globally. We are the third largest bank in Australia, the largest banking group in New Zealand and the Pacific, and among the top 20 banks in the world. ANZ is building the best connected, most respected bank across the Asia Pacific region. The strategy has three key elements – strong domestic markets, profitable Asian growth and an enterprise wide approach to operations and technology. Our strategy is based on the belief that the future of our home markets of Australia and New Zealand are increasingly linked to the fast growing region of Asia through trade, capital and wealth flows. We also believe that people want a bank that understands their specific needs, and increasingly...
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...Journal of Economic Perspectives—Volume 17, Number 3—Summer 2003—Pages 71–92 Executive Compensation as an Agency Problem Lucian Arye Bebchuk and Jesse M. Fried E xecutive compensation has long attracted a great deal of attention from financial economists. Indeed, the increase in academic papers on the subject of CEO compensation during the 1990s seems to have outpaced even the remarkable increase in CEO pay itself during this period (Murphy, 1999). Much research has focused on how executive compensation schemes can help alleviate the agency problem in publicly traded companies. To understand adequately the landscape of executive compensation, however, one must recognize that the design of compensation arrangements is also partly a product of this same agency problem. Alternative Approaches to Executive Compensation Our focus in this paper is on publicly traded companies without a controlling shareholder. When ownership and management are separated in this way, managers might have substantial power. This recognition goes back, of course, to Berle and Means (1932, p. 139) who observed that top corporate executives, “while in office, have almost complete discretion in management.” Since Jensen and Meckling (1976), the problem of managerial power and discretion has been analyzed in modern finance as an “agency problem.” Managers may use their discretion to benefit themselves personally in a variety y Lucian Arye Bebchuk is the William J. Friedman Professor...
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...FINANIAL CRISIS 2008 AND CORPORATE GOVERNANCE The business world is questioning whether Corporate Governance has become a mere catchphrase, divorced from the contentious problems it is supposed to solve… MEMBERS: AYUSH KUMAR-030 NIPEKSH I MAHAJAN-082 PRABHAV MISHRA-0 PRATEEK KUMAR-096 VAIBHAV JAIN-164 “Why should a financial engineer be paid four, four times... to a hundred times more than the real engineer? A real engineer build bridges, a financial engineer build, build dreams. And when those dream turn out to be nightmares, other people pay for it.” - Andrew Sheng “Contrary to the vulgar belief that men are motivated primarily by materialistic considerations, we now see the capitalist system being discredited and destroyed all over the world, even though the system has given men the greatest material comforts” - Ayn Rand “In fact, there is ultimately a limit to how much regulation can do. In the final analysis, you could write all the rules you want, but there has to be a philosophy of ethical behaviour that comes from human beings operating in a professional way” – William H. Donaldson, CFA “The global crisis was caused by “the over-50s not knowing what the under-30’s were doing” – Johann Rupert, Remgro Chairman “The first casualty of a downturn is truth” - Financial Times Columnist 30 Sept 2008 Introduction- The banking crisis was triggered by largely unregulated trading of complex financial instruments, including mortgaged-backed...
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...Achieving growing profits. Company stakeholders: P 1.04 Customers Suppliers Regulators Competitors Employees Government Interest Groups Owners Lenders Types of Company Company’s Characteristics: P 1.05 Separate legal entity Limited liability Perpetual succession Under Corporations Act 2001 “Upon registration, a company becomes a separate and distinct entity from its members / shareholders, directors and officers. A company can sue and be sued in its own name. The property of the company does not belong to its members, but to the company alone. A company exists in perpetuity until it is deregistered. Type A: Limited Liability Company Companies limited by Shares P 1.06 Characteristics: Most common type Liability is limited to the amount outstanding to the company when the share were issued; Any amount that is owed by the shareholder is available only to the liquidator upon the winding up of the company to pay the company’s creditors e.g. if a share issued at $1.00 is paid to only $0.25, the shareholder would owe the company 75 cents per share in the event of liquidation. 2. Companies limited by Guarantee ...
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...“Deconstructing Independent Directors”(*) María Gutiérrez Maribel Sáez Universidad Carlos III de Madrid and ECGI Universidad Autónoma de Madrid January 2012 Abstract In this paper we argue that boards of directors lack the mandate, the incentives and the ability to control insiders, especially in jurisdictions where the main agency problem arises between controlling and minority shareholders. We analyze the problems that render independents an inefficient monitoring device for companies with concentrated ownership structures and conclude that the current focus of the regulators and codes of best practice on empowering independents is ineffective and companies would be better off choosing their board members at liberty. Nevertheless, we also present two different proposals for reform: independents as gatekeepers for the regulator and independents as surrogates of the minority. Both proposals are based on the idea that if independent directors are expected to monitor controlling shareholders their most important characteristic should be accountability rather than mere independence. JEL Classifications: G32; G34; K22 Keywords: Independent directors, Board of directors, Concentrated ownership, Monitoring, Corporate Law (*)The authors wish to thank, Jesus Alfaro, Magda Bianco, Fernando Gómez Pomar and Assaf Hamdani and seminar audiences at AEDE 2010 and SIDE 2011 for many useful comments. The contents of this paper are the sole responsibility of...
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...oVeRVieW tesco around the world Creating value for customers across all our businesses UK Revenue* £40,766m Number of stores Us Revenue* 2,715 Employees £495m Number of stores 293,676 Selling space (sq ft, % of Group) 164 Employees 4,134 Selling space (sq ft, % of Group) 36.7m sq ft 35.4% 1.7m sq ft 1.6% tesco Bank Revenue* £919m Employee figures represent the average number of employees during the year ± 230 employees across asia and Europe work in locations other than those listed Employees * Revenues are sales excluding vaT and exclude the impact of iFRiC 13 (customer loyalty schemes) † Revenue for Europe includes France; revenue for asia includes india 1,274 GDP growth: Economist intelligence unit europe Revenue*† Revenue* (£m) Stores GDP growth Employees (% real change pa) £9,192m Number of stores 1,082 Employees± Republic of ireland Poland Hungary Czech Republic slovakia turkey 2,332 2,156 1,649 1,355 996 700 130 371 205 158 97 121 13,344 24,932 21,157 12,812 9,105 8,038 -0.8 3.8 1.2 2.3 4.0 8.1 89,559 Selling space (sq ft, % of Group) 30.2m sq ft 29.2% asia Revenue*† £10,278m Number of stores 1,419 Employees± india in india, we have an exclusive franchise agreement with Trent, the retail arm of the Tata Group. we are supporting the development of their Star Bazaar format. 104,071 Selling space (sq ft, % of Group) 35.0m sq ft 33.8% Revenue*...
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...149 AB InBev Annual Report 2012 Corporate Governance Statement Contents 150 152 155 155 157 159 164 Introduction The Board of Directors Chief Executive Officer and Executive Board of Management Internal Control and Risk Management Systems Shareholders Structure I tems to be Disclosed Pursuant to Article 34 of the Belgian Royal Decree of 14 November 2007 Remuneration Report Corporate Governance Statement 1. Introduction 1.1. The 2009 Belgian Code on Corporate Governance The corporate governance practices of Anheuser-Busch InBev are reflected in its Corporate Governance Charter, which is available on www.ab-inbev.com/go/Corporate_governance. The Charter is regularly updated. As a company incorporated under Belgian law and listed on Euronext Brussels, Anheuser-Busch InBev adheres to the principles and provisions of the Belgian Corporate Governance Code, published in March 2009 (www.corporategovernancecommittee.be). However, in order to reflect Anheuser-Busch InBev’s specific shareholding structure and the global nature of its operations, the Board of directors has adopted certain rules which depart from the Belgian Corporate Governance Code. In summary, these rules are the following: Principle 5.3./1 (Appendix D) of the Code: “the Board should set up a nomination committee composed of a majority of independent non-executive directors”: The Board of directors appoints the chairman and members of the Nomination Committee from among the directors, including at...
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