Professional Documents
Culture Documents
Moral imperative
• Few trends would so thoroughly undermine the very foundations of
our free society as the acceptance by corporate officials of a social
responsibility other than to make as much money for their
shareholders as they possibly can. >> Milton Friedman
• Whether management is duty bound to consider wider moral
imperative and to adopt socially responsible attitudes
• Corporate behaviour displays both facets of human behaviour: ethical
and unethical (but are not actually illegal)
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Moral hazard
• Moral hazard arises when a party that is insulated from risk behaves
differently than they would if they had to face the full effect of that
risk.
• As management knows more than the shareholders, they may be
encouraged into inappropriate courses of action that the
shareholders are unable to monitor.
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Fiduciary capitalism
• A capitalist model in which corporations are influenced and guided by
shareholders, particularly large institutional shareholders such as
pension fund and mutual funds that act on behalf of many smaller
investors through financial intermediaries – insurance companies,
pension funds, investment trusts, etc.
• As institutional investors influence corporate decision making, cotrol
is exercised by a framework of corporate influences rather than by
the moral code of individuals. The framework consists largely of:
codes of corporate governance, the bodies representing major
institutional investors, the external auditing profession, and
regulators
Agency theory
• Holds that agents do not necessarily take decisions in the best
interests of their principals.
• The objectives and goals of principals and agents mostly conflict and
agents will naturally make the choice that benefit them the most,
choices that may not be the most beneficial decision for the principal.
• Poor principal has no alternative but to compensate the agent well for
their endeavours so that they will not be tempted to go into business
for themselves using the principal’s asset to do so.
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Agency costs
• The risks that they will use the organization’s resources for their own
benefit so they, effectively, have to be paid not to take actions that
might be detrimental to the interest of the shareholders;
• The costs arising from monitoring the agents’ activities (by producing
audited FS) and the costs of incentives such as share options designed
to align the objectives of principals and agents to some degree
Corporate Governance
• System by which organizations are directed and controlled
• The direction, management and control of an organization
• It relates to the way in which companies are governed with a
particular emphasis on the relationship between shareholders and
directors.
• Corporate governance has underlying issues of the need for concern
for good corporate ethics to value what is right in society and how it
conducts itself
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Definition of CG
• CG is the system by which companies are directed and controlled
• Governance of companies is the responsibility of the board of directors
• The appointment of directors and auditors is the shareholders’ role in
governance
• Shareholders also need to satisfy themselves that an appropriate
governance structure is in place
• The board is responsible for setting the company’s strategic aims and
providing the leadership to put them into effect
• The role of the board is to supervise the management of the business and
report to shareholders on their stewardship
• The board’s action are subject to laws, regulations and the approval of
shareholders in general meeting
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OECD Principles
• Protect and facilitate the exercise of shareholders’ rights
• Ensure strategic guidance of the company the effective monitoring of
management by the board
• Make timely and accurate disclosure on all material matters
• Recognize the rights of stakeholders and encourage active
cooperation
• Ensure equitable treatment of all shareholders
• Promote transparent and efficient markets, be consistent with the
rule of law.
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Approaches
• Regulatory approach • Principles-based approach
• Given set of corporate governance • Key principles need to be complied
requirements to be adhered to with and explained
• Limited discretion on the application • Different organizations may interpret
and interpretation and apply principles differently
• May not be flexible enough to deal • Flexibility to handle changing
with new and changing circumstances circumstances and business
and business environment environment
• Narrower definition of ‘rules’ • Broader definition of ‘rules’
• More of a tick-box exercise • Less of a tick-box activity, more a set
• Clear guidance on what is appropriate of guiding practices
and what is not • Behavior is more open to
interpretation
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Whistleblowing
• Is not a grievance. The aim is to report wrongdoing, not to air
workplace grievances
• There is a confidential helpline
• Persecution or exposure of a whistleblower or malicious reporting
should be a disciplinary offence
• Confidential 24/7 hotline
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