Assessment Task 2

Part 1:Case Study

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 6 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.

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: Case Study

'Since detailed data on corporate governance indicators first became widely available about 25 years ago, evidence has emerged that simple top-down strategies favoring well-run companies could yield outperformance. However, probably because this effect became known to many investors, that simple approach seems to be no longer effective. None the less, we do identify some ways in which investors can still adopt strategies that may be able to take advantage of corporate governance indicators'.

Required: Assume you have been employed as a corporate governance consultant by the Australian Institute of Company Directors (AICD). The AICD is concerned that investors do not value good corporate governance in their investment decision-making models. Your assignment is to prepare a report to be submitted to the AICD evaluating the evidence that good corporate governance is positively associated with high investor returns. In your report the AICD has asked you to make recommendations so that companies with good corporate governance practices can align these practices to maximise their investor returns.

Each and every organization has a leadership role which is carried on by an individual who is the decision-maker for the company. The Board of Directors (Board) and Chief Executive Officer (CEO) have the responsibility to make a key decision involving the successful conduct of business (Arnwine, 2002). A CEO is accountable for his activities to the Board who in-turn is answerable to shareholders or investors in the company. Both functions are segregated to avoid conflicts in carrying out business activities (BIS, 2010). This document outlines the roles and responsibilities of the CEO and the Board of Directors in the organization.

Duties, Roles and Responsibilities of the CEO

The CEO is the company's top-most management decision making authority in strategic issues to whom other executives report to. The CEO is accountable for organizational performance and is answerable to the Board (Murden, 2012).

According to management experts, the CEO is considered as a connecting link between the organization and the outside world (Lafley, 2009). The following four fundamental tasks (Lafley, 2009)  of the CEO are,

a. To understand, define and interpret the external business environment

b. To maintain organizational focus on core business areas

c. To balance the current income with future investment plans

d. To shape the corporate values and organizational standards

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