...at: http://www.oecd.org/daf/ca/48806174.pdf. [Accessed 18 February 2016]. * . 2016. . [ONLINE] Available at:http://www.apa.org/about/division/officers/dialogue/2012/02/governance-report.pdf. [Accessed 18 February 2016]. * Developing Good Governance | United States Institute of Peace. 2016. Developing Good Governance | United States Institute of Peace. [ONLINE] Available at: http://www.usip.org/publications/developing-good-governance. [Accessed 18 February 2016]. * . 2016. . [ONLINE] Available at: http://www.ejournal.unam.mx/rca/218/RCA21802.pdf. [Accessed 18 February 2016]. * 8 ways SOX changed corporate governance. 2016. 8 ways SOX changed corporate governance. [ONLINE] Available at: http://www.insidecounsel.com/2012/01/01/8-ways-sox-changed-corporate-governance. [Accessed 18 February 2016]. * . 2016. . [ONLINE] Available at: https://business.illinois.edu/zimmerman/wp-content/uploads/sites/56/2015/08/C-25-Ben-Amar-Boujenoui.pdf. [Accessed 18 February 2016]. * The Rise and Fall of Enron. 2016. The Rise and Fall of Enron. [ONLINE] Available at:http://www.journalofaccountancy.com/issues/2002/apr/theriseandfallofenron.html. [Accessed 18 February 2016]. * Improving Business Behaviour: Why we need Corporate Governance - OECD. 2016. Improving Business Behaviour: Why we need Corporate Governance - OECD. [ONLINE] Available at:http://www.oecd.org/daf/ca/corporategovernanceprinciples/improvingbusinessbehaviourwhyweneedcorporategovernance.htm. [Accessed 18 February...
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...2013 HRMARS www.hrmars.com Corporate Board Diversity in Malaysia: A Longitudinal Analysis of Gender and Nationality Diversity Dalilawati ZAINAL1 Norhayah ZULKIFLI2 Zakiah SALEH3 Faculty of Business and Accountancy, University of Malaya, 50603, Kuala Lumpur, Malaysia 1 2 Email: dalilawati@um.edu.my/dee_dalila@yahoo.com , Email: norhayah@um.edu.my 3 Email: zakiahs@um.edu.my Abstract This study examines the trend of gender and nationality diversity of corporate board in top 300 Malaysian public listed firms over a five-year period from year 2005 to 2009. It also identifies any significant difference in characteristics of firms with women and foreign directors and those without women and foreign directors. Based on the secondary data derived from firms’ annual report, a longitudinal descriptive analysis on the trend of board diversity is presented. Mann-Whitney U test is conducted to identify several characteristics that differentiate between firms with women and foreign directors and those without women and foreign directors. This study found little change in the presence of women directors and foreign directors over the five-year period, which reflects a slow progress in board diversity in Malaysia. Other than that, several characteristics that differentiate between firms with women and foreign directors and those without women and foreign directors were highlighted. Overall, this study indicates the need for more efforts to encourage board diversity in Malaysia. It shed some...
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...FACULTY OF ACCOUNTACY, FINANCE AND BUSINESS BACHELOR OF ORPORATE ADMINISTRATION (HONOURS) BBBD 3014 CORPORATE GOVERNANCE COURSEWORK ONE ACADEMIC YEAR 2015/2016 KUA YUN XIN 13WBR09901 3RCA10 (SEMESTER 3) WORD COUNT: 4200 WORDS TITLE: GENDER DIVERSITY OF BOARD COMPOSITION IN MALAYSIAN BANKING INDUSTRY PLAGIARISM STATEMENT & MARK SHEET Bachelor of Business (Honours) in Corporate Administration YEAR 3 ACADEMIC YEAR 2015/2016 BBBD3014 CORPORATE GOVERNANCE Coursework I PLAGIARISM STATEMENT I, Name: Kua Yun Xin Registration Number : 13WBR09901 Signature: confirm that the submitted work is my own and is in my own words. 3RCA Tutorial Group10 Semester 3 Date: 15 July 2015 MARKING SCHEME | % | | | | Maximum | | Evaluation of frameworks, values and governance practices of listed company or companies in the Malaysian context | 30 | 30 | | Application of knowledge and analytical skills relating to legal compliance, best practices and guidelines for achieving business and governance goals | 10 | 10 | | Synthesis, implementation and development of strategies in achieving world-class governance | 20 | 20 | | Total | 60% | 60 | | Tutor’s Comments: ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………...
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...Background The need for corporate governance among listed and unlisted companies and state-run enterprises is so great in Zimbabwe. The drive toward corporate governance has been fuelled by a number of factors. There is wide recognition that corporate governance can contribute to the economic success of corporations and to their long-term sustainability (going concern). It is also recognised that good corporate governance can enhance corporate responsibility and improve the reputation of companies, which in turn can attract local and foreign investors. Corporate governance is also seen as a deterrent to corruption and unethical business practices that has scared our business image.( WOYO MANNERS 2013) The market discipline and transparency...
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...This memo provides an insight on why a board’s composition plays a crucial role to perform and function effectively and why board diversity has become increasingly necessary in order to add more value to the firm. The board’s composition is likely to impact how the board functions, how it makes its investment and financial decisions and how authority and influence are allocated and manifested within the board.[1] Each organisation has its own regulations and guidelines for the formation, roles and compensation of the management board as there is “no one size fits all” rule, they are largely governed by governmental regulations and other international regulatory bodies such as the Organization for Economic Co-operation and Development (OECD) and the International Finance Corporation (IFC). Some positive relationships have been explored between the number of women, director ages, nationalities and other minorities on the board and the overall value of the firm. Being a household products and pharmaceutical company it is imperative for HouseDreams to incorporate measures to include more women on its board of directors thereby making it more diverse. This is because of the fact that women are the prime household decision makers and have a better understanding on the company’s target consumer. Boards with no or limited female membership may be weak in terms of understanding and connecting with the customer and workforce and offer limited encouragement to female employees. Based on...
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...languages. The companies’ have subsidiaries in Europe, Middle East, India, Africa and Asia Pacific region. Using the companies’ annual report of the recent year ending 2014 and 2015 a corporate governance analysis can be made. Does the geographical location of this company impact on their corporate governance structure? The geographical location is important and has an impact of their corporate governance approach since where the headquarters is situated and proximity to the management board influence the decision making of the companies’ by laws, countries have to adopt a system or more than one system of governance as seen in France. Hugo Boss and Burberry are companies’ whose approach of corporate governance are stakeholder and shareholder oriented respectively. Letza et al 2004, compares shareholders and stakeholders approach as the two distinct model adopted over the years by advanced industrial nations and governments. The world is now a global village, funds can be gotten internationally, so the need to boost income, growth, profitability and longevity is sought after. In order to build cross border investment and growth, the demand for transparency and accountability has to be realized so the need of governance code is subject to be created and the model applied impacts on their way of governance structure....
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...Caltex / 2014 Annual REPORT Corporate Governance Statement The Board is committed to conducting the business and operations of Caltex Australia Limited and its group companies (Caltex) in accordance with high standards of corporate governance, and in the best interests of our shareholders. The Corporate Governance Statement provides information about the Caltex Group’s corporate governance practices for 2014, including compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations for the year ended 31 December 2014 and as at the date of this Annual Report. A graphical representation of Caltex’s Corporate Governance Framework (CG Framework) is set out below. Delegation MD & CEO Board Independent Advice • Independent legal or other professional advice Audit Committee • Audit Committee Charter OHS & Environmental Risk Committee • OHS & Environmental Risk Charter Oversight through reporting • External auditors External Auditor Policy • Internal Audit • Board Charter • Board Tenure Policy • Board Composition, Appointment, Induction & Election • Charter of Director Independence • Delegation of Authority • Performance Evaluation Process • Policy for Transactions with Chevron • Risk Management Summary • Continuous Disclosure Policy • Securities Trading Policy • Shareholder Communications Policy • Code of Conduct • Diversity and Inclusion Policy Human Resources Committee • Human Resources...
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...Executive Summary Phenomenal growth of interest in corporate governance has emerged in recent years. The body of literature on the subject has grown markedly in response to successive waves of large corporate failures. Furthermore, there have been numerous attempts to define what constitutes ‘good corporate governance’ and to provide guidelines in order to enhance the quality of corporate governance. It must, however, be acknowledged that while everyone advocates and wants corporations to maintain ‘good corporate governance’, measuring the quality of corporate governance structures of the Australian companies has been, at best, very difficult. The major contribution of this report is to develop a simple and effective measurement model to rate the corporate governance structures of four companies. In effect, this report hopes to shed light on factors that should be taken into account in order to make sound investment decisions. The report concludes that David Jones would be the best investment decision amongst the four companies. The rest of the report is structured as follows. Section 1 details our ‘Corporate Governance Assessment Model’, comprising of six governance-related factors and associated measures. Section 2 outlines our assessment of the corporate governance quality of each of the four companies, as well a brief description of the company. Section 3 shows our firm’s conducted comparison of the four corporate governance structures. The final section includes the bibliography...
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...1/22/2013 Suneel Younis Mughal Ub 300 92 001 1.0 Corporate Governance Corporate Governance practice aim to ensure that the board is accountable to stakeholders, especially shareholders, and that management is accountable to the board (Lipton, Herzberg & Welsh, 2010).It is helpful to an understanding of corporate governance to appreciate that it is concerned with how corporate entities are governed as distinct from the way the businesses within those entities are managed. Governance relates to where the company is going. Management is concerned with getting the company there. This distinction is central is determining the role and function of the board and its relationship with management (Lipton et al., 2003). In the ASX Corporate Governance is described as “the framework of rules, relationships, systems and processes within and by which authority is exercised and controlled in corporations. It encompasses the mechanisms by which companies, and those in control, are held to account. Corporate governance influence how the objectives of the company are set and achieved, how risk is monitored and assessed, and how performance is optimised (Lipton et al., 2003). There is no single model of good corporate governance. The eight core principles that the ASX Corporate Governance Council believes underlie good corporate governance. 1. Lay solid foundation for management and oversight-Fundamental to any corporate governance structure is establishing the roles of senior executives...
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...financial services corporation headquartered in Toronto. It is the second-largest bank in Canada by market capitalization and based on assets, and is the sixth largest bank branch network in North America. Commonly known as TD and operating as TD Bank Group, the bank was created in 1955 through the merger of the Bank of Toronto and the Dominion Bank, which were founded in 1855 and 1869, respectively. The bank and its subsidiaries have over 79,000 employees and over 19 million clients worldwide. (http://www.td.com/about-tdbfg/corporate-information/corporate-profile/profile.jsp) The company is ranked at number 86 on the Forbes Global 2000 2010 listing. In February 2011 it was named one of Canada's top 10 employers by the Financial Post. (http://www.tdbank.com/aboutus/about_us.html) Organizational structure overview TD Bank group has a strong, independent Chairman with a clear leadership mandate in corporate governance. The responsibilities of corporate governance are assigned as follows: • The Board oversees management, considers and approves, on a continual basis strategic alternatives and plans, and approves all major strategy and policy recommendations for TD Bank Group • The Board is responsible for...
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... Inc. in 1998 as the CIO of the company. He has very strong professor background working as top IT officer for a number of high profile and large companies. Due to Potter’s powerful international leadership and his centralized purchasing power in Helter Skelter, Inc. he unfortunately get some animosity from some other company senior leaders who also have the CEO’s ear. As being a founded-CEO and a very successful single leader for the company for many years, Blemish has extremely high authorism image for his employees. There are very few people in the company decline or contradict Blemish’s directives. Therefore Blemish is used to establish the cynical tone when express his opinions to his employees. Although the company includes the diversity training as part of a legal...
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...of Management Review 2003, Vol. 28, No. 3, 447–465. THE CROSS-NATIONAL DIVERSITY OF CORPORATE GOVERNANCE: DIMENSIONS AND DETERMINANTS RUTH V. AGUILERA University of Illinois at Urbana-Champaign GREGORY JACKSON Research Institute of Economy, Trade and Industry We develop a theoretical model to describe and explain variation in corporate governance among advanced capitalist economies, identifying the social relations and institutional arrangements that shape who controls corporations, what interests corporations serve, and the allocation of rights and responsibilities among corporate stakeholders. Our “actor-centered” institutional approach explains firm-level corporate governance practices in terms of institutional factors that shape how actors’ interests are defined (“socially constructed”) and represented. Our model has strong implications for studying issues of international convergence. Corporate governance concerns “the structure of rights and responsibilities among the parties with a stake in the firm” (Aoki, 2000: 11). Yet the diversity of practices around the world nearly defies a common definition. Internationalization has sparked policy debates over the transportability of best practices and has fueled academic studies on the prospects of international convergence (Guillen, 2000; Rubach & Sebora, ´ 1998; Thomas & Waring, 1999). What the salient national differences in corporate governance are and how they should best be conceptualized remain hotly debated (Gedajlovic...
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...Question 1 1. The principle or rule known as the maintenance of share capital is based on the need to protect shareholders and creditors. Share capital is the contribution made by shareholders by subscribing shares of the company. A company’s creditors can only look to the share capital for the payment in the event of a winding up. To protect creditors, a general rule known as the rule in Trevor v Whitworth was developed to prohibit a company from reducing its share capital because a reduction in capital would prejudice the rights of creditors. Moreover, the reduction would in effect diminish the pool of funds available to the company to pay its creditors. The rule in Trevor v Whitworth has been incorporated into Ch 2J of the Corporations Act 2001.Certain provisions of the Corporations Law 2001 seek to enforce the rule Trevor v Whitworth. There are a few Sections of the Corporations Act 2001 that enforce the maintenance of capital principle (or the rule of Trevor v Whitworth). Section 254T of the Corporations Act 2001 stated that a dividend may only be paid from profits. The Section 254T of the Corporations Act 2001 states that a company must not pay a dividend unless: the company’s assets exceed its liabilities before the dividend is declared and the excess is sufficient for the payment of the dividend, and; the payment of the dividend is fair and reasonable to the company’s shareholders as a whole and; the payment of the dividend does not materially prejudice the company’s...
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...FUSION OF CORPORATE GOVERNANCE & CSR PRACTICES BUSINESS ETHICS AND CORPORATE GOVERNANCE Submitted to: Prof. I Sridhar Submitted by: Dhvani Shah (64689) FSB II TABLE OF CONTENTS TOPIC | Pg No. | Introduction | 3 | Concepts | 6 | Conceptual Discussion | 10 | Implementation of CG & CSR in corporate | 18 | CSR/CG framework | 21 | Bibliography | 30 | I. INTRODUCTION: CSR is concerned with the impacts that the activities of an organization have on the social, environmental and economic environment in which it operates. CG is concerned with the manner in which the senior management or Board of Directors direct, manage and control the organization and relate to shareholders. The concepts cannot be mutually exclusive but merge together, each offering a different yet complementary perspective on the activities of an organization, to form a robust strategic business management tool. The aim of the CSR and CG management system is to define, understand and improve the balance between entrepreneurship and ethical practice. Organizations must demonstrate this core organizational...
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...board through a one-to-one training for up to a year. The training includes workshops on corporate governance, risk management, roles of a non-executive director and assistance in capturing types of board aligned for their interest and strengths (Sealy, Doldor, & Vinnicombe, 2009). The Female FTSE Report in 2008 has named 1,800+ women at committee level across a variety of industries and these names were compiled as a very real response to the ‘lack of pipeline’ argument. However, these are just a list of names envisioned to be on the radar of search consultancies. Initiatives in database management in the UK therefore saw a major executive search consultancy announced a compilation of a database of senior female executives in the FTSE 250 companies aimed to increase the percentage of female board members on the organizations (Sealy, Doldor, & Vinnicombe, 2009). In addition, the Appointment Commission and UKRC for women in SET have been actively managing their database of potential female candidates. These organizations will match opportunities and those women on their databases. In 2004, a FTSE 100 cross-company set up a mentoring scheme aimed to provide mentoring at senior level for senior women in the FTSE 100 companies who were deemed to be potential board members (Sealy, Doldor, & Vinnicombe, 2009). In Canada, a certified mixed-sex training programme is run by the Corporate Directors aimed to prepare individual men and women for board positions. Furthermore...
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