Assignment 1:

Length: 2,400 words total (+/- 10%), comprising 1,200 words for each of the 2 parts in the question. Reference list and cover sheet details are not included in this word-limit total.

Weighting: 30% of total unit marks – 15% for each part

Part 1 (15% – 1,200 words) 

Assessment Criteria: 

∙ Demonstration of knowledge of the issues and evidence of wide reading to support your analysis

 ∙ Demonstration of your ability to apply the knowledge to identify keys issues leading to your recommendations 

∙ Evidence of sound reasoning and the exercise of professional judgement to support your recommendations

 ∙ Development and statement of concise recommendations for presentation to the Chairman and shareholders 

∙ Overall structure and professional presentation of the report to the Chairman and shareholders 

∙ High quality written communication of concepts and terms in ordinary English as not all shareholders can be assumed to be professionally competent in corporate governance

 Case Study 1 

'Directors warn the buck stops with chief executives in the latest salvo in the business culture wars between government, regulators and boards.

Australian Securities Commission chairman Greg Medcraft last week said that accusations he wants to change the law to hold directors criminally liable for wayward culture are a misunderstanding and he is not pushing for changes 'at this stage'. 

Tensions between directors and ASIC have escalated following the regulator's cases against Westpac Banking Corp and ANZ Banking Group and Labor's call's for a royal commission into the banking sector which have given rise to accusations the regulator is seeking to become the culture police. 

Directors including Qantas Airways' Jacqueline Hey, Australia Post chairman John Stanhope and founder and director of IBIS World Phil Ruthven told an Australian Institute of Company Directors lunch on Wednesday that while boards can 'set the right tone', the buck stops with the CEO. 

'CEOs set culture not boards,' 

Mr Ruthven said. Patrick Durkin 'Directors of boards warn that buck stops with CEOs' The Australian Financial Review Thursday 14 April 2016, p.8

Required 

Assume you have been engaged as a corporate governance consultant to a board of directors of a public company listed on the stock exchange. 

Your assignment is to prepare a report to be submitted to the Chairman of the board explaining and analysing how the company should define and delineate the separate roles, duties and responsibilities of the company's board of directors from those of the CEO. Your report should contain specific recommendations on the separate roles of directors and the CEO. The Chairman has specifically indicated that she intends to make your report available to shareholders of the company and that the document will be published on the company's web site.

Part 2 (15% – 1,200 words)

Assessment Criteria:

 Demonstration of knowledge of the issues and evidence of wide reading to support your analysis

 Demonstration of your ability to apply the knowledge to identify keys issues leading to your recommendations

 Evidence of sound reasoning and the exercise of professional judgement to support your recommendations

 Development and statement of concise recommendations for presentation to the AICD

 Overall structure and professional presentation of the report to the AICD

 High quality written communication of concepts and terms in ordinary English as not all readers of the report can be assumed to be specialists competent in corporate governance

Case Study 2

 'As a separate legal person, a corporation has two basic objectives: To survive and to thrive. Shareholder value is not the objective of the corporation; it is an outcome of the corporation's activities. While shareholders entrust their stakes in a corporation to the board of directors, shareholders are just one audience among others that the board may consider when making decisions on behalf of the corporation.

These audiences, typically called stakeholders, may also include other financial stakeholders, such as bondholders, and nonfinancial stakeholders, such as employees, customers, suppliers, and NGOs representing various concerns of civil society. In the face of limited resources, no matter how large the corporation, directors must make choices regarding the significance of the corporation's many audiences.

Source: Robert G Eccles and Tim Youmans (2015) 'Why Boards Must Look Beyond Shareholders', MIT Sloan Management Review http://sloanreview.mit.edu/article/why-boards-must-look-beyond-shareholders/

Required 

Assume you have been employed as a corporate governance consultant by the Australian Institute of Company Directors (AICD). The AICD is concerned that many company directors hold the opinion that the company's board of directors has a responsibility to place the interests of shareholders above all other stakeholder interests. 

Your assignment is to prepare a report to be submitted to the AICD evaluating the evidence that the responsibility of a company director is to place shareholder interests above those of other stakeholders. Specifically, the AICD has requested that your report contain evidence, examples and recommendations for company directors that will guide them when making board decisions so they are responsive to diverse stakeholder audiences. The AICD has advised you that they intend to make your report a public document and it will be uploaded to the website so it can be read by both corporate governance specialists and non-specialists.

PART 1

Executive summary

The aim of this audit is to provide deeper insight to the Board and specifically the CEO of EServ Global Limited for better reporting on the financial front, to exercise controls within the organisation and for better governance for the whole company. EServ Global Limited and its team believe if a company has to have good corporate governance, the Board should play a vital part. In Accordance with section 307C of the Corporations Act 2001, eServ Global has also complied with all audit requirements and they have ensured that no Board member has gained undue advantage in the company. From a high level, the board of EServ Global Limited is well structured and contains independent directors. Recommendations have been made to structure the board with more independent directors and to split the role of the CEO and the Chair of the board.

Introduction

EServGlobal Limited (Stock Symbol in ASX: ESV) is a technological company that has its headquarters in Millers Point, Australia. Based on a detailed audit, this report has been drafted to provide insight into the corporate governance structure of ESV.

As a corporate governance consultant, required back-work has been done to understand about the working of ESV and its organisation structure. The key sources for this audit are basically secondary from the EServGlobal Limited's website. As it is a relatively medium sized firm when compared to global giants, ESV still has to mature in terms of its corporate governance policies and processes. The issue dealt with here is the importance of role and responsibility division and its impact on the whole company. This delineation is also required with specific to the board of directors and the CEO to ensure there are no vested interests and the company's progress is given impetus.

(Some parts of the solution has been blurred due to privacy protection policy)