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Tuition Note
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
www.globalapc.com
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
www.globalapc.com
Content
CHAPTER1 CORPORATE GOVERNANCE ................................................................... 8
Corporate governance definition: .......................................................................................................................... 9
Purpose and objectives of governance................................................................................................................. 10
Fundamental concepts behind corporate governance: ........................................................................................ 11
Corporate governance specific theories: .............................................................................................................. 15
REGULATIONS: UK CORPORATE GOVERNANCE CODE OVERVIEW: .........................17
REGULATIONS: UK CORPORATE GOVERNANCE CODE DETAILS: .............................19
SECTION A LEADERSHIP OF THE BOARD ...............................................................19
A1: Unitary v two tier boards ............................................................................................................................... 20
A2: CEO/Chairman role split ................................................................................................................................ 23
A3: Chairman Role ............................................................................................................................................... 23
A4: NEDs .............................................................................................................................................................. 26
SECTION B: EFFECTIVENESS OF THE BOARD .........................................................30
Effectives of board ............................................................................................................................................... 31
SECTION C: ACCOUNTABILITY ..............................................................................35
What is internal control system? General issues .................................................................................................. 36
C1: Disclosure about internal controls ................................................................................................................. 38
C2: Best practise: [COSO framework or Turnbull report] ..................................................................................... 39
Turnbull Report(3 sessions) ................................................................................................................................. 41
C3: Audit committee ............................................................................................................................................ 43
SECTION D: DIRECTORS REMUNERATION .............................................................44
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
www.globalapc.com
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
www.globalapc.com
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
www.globalapc.com
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
www.globalapc.com
The style of study note of this paper is very different from other papers.
Structure of the study note is divided into 3 chapters and for each chapter there
would be firstly, slides that tutors have used in class and secondly, detailed notes.
You need to watch those tuition as well as revision lectures and read the detailed
study note to reinforce your understanding of this subject.
Then you have to do the recommended past exam questions to ensure you can
pass your exam.
Good luck.
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
www.globalapc.com
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
www.globalapc.com
Because directors are employed by shareholders and shareholders would not trust
directors unless some mesures are in place.
Because shareholders employ directors to work for them and hence directors are
called agents.
Those measures put in place would cost money and these are agency costs.
Directors are the primary agent of the shareholders whileas auditors are secondary
agent of shareholders.
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
www.globalapc.com
Board of Directors
To identify the rules of the game within which the company should operate to
sustain listing on the exchange.
To provide advice or guidance regarding best practice methods of managing
the enterprise.
To attract investment.
Shareholders
To create a safe environment within which they can invest.
To improve global investment opportunities.
To improve accountability and responsibility.
Governments
To provide a legal framework within which accountability can be exacted.
To create conditions for growth and employment.
To attract global investment and support the economy and society.
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
www.globalapc.com
Integrity
People:
An individual can demonstrate integrity through operating to a high moral
code of ethics.
They would be honesty, fair-dealing, presenting information without any
attempt to bias opinion, ie, stick to the rules.
Systems:
This means system/financial reporting should be consistent and reliable.
Fairness
People should be treated equally.
What is defined as being fair is intangible however it relates to a societal
perception of what are expected norms of behaviour and a sense of fairness
between differing groups such as the fairness of directors pay in relation to
that received by employees.
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
www.globalapc.com
Judgment
Directors must ensure they have all the necessary information and
understanding in order to be able to make sensible business decisions that
improve companys performance.
Probity / honesty
This is not just telling the truth but it also means finding out and
investigating the truth, not ignoring it.
Independence
People who are checking others should be different from those people being
checked, ie, you cant check yourself.
Also it means when doing the work, you will only focus on standards rather
than other issues, ie, when preparing financial statements, you only focus on
international financial reporting standards(IFRS) only.
Transparency/Openness
This means all information should be made to stakeholders.
Transparency can relate to the communication of financial position and the
identification of investment or corporate risk. Transparency is assisted
through disclosure of decision rationale and the use of regular meetings with
shareholders.
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
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Accountability
Hold accountable to result, ie, achieve 100% in sales growth, and you can
delegate responsibility to different staff below.
Responsibility
This means to accept consequence to action.
Innovation
The concept of innovation in the approach to corporate governance
recognises the fact that the needs of businesses and stakeholders can
change over time.
Scepticism
The UK Corporate Governance Code, under the heading of 'Leadership',
encourages non-executive directors (NEDs) to adopt an air of scepticism so
that they can effectively challenge management decisions in their role of
scrutiny. Applying professional scepticism is also an important part of the
role of auditors and audit committees. ISA 200 defines professional
scepticism as: 'An attitude that includes a questioning mind, being alert to
conditions which may indicate possible misstatement due to error or fraud,
and a critical assessment of audit evidence.' This does not mean that all
management decisions and evidence have to be approached with suspicion or
mistrust; but that an open and enquiring mind must always be employed. A
healthy corporate culture and environment is one that encourages and
enables such scepticism to thrive.
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
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Reputation
Reputation is determined by how others view a person, organisation or
profession. Reputation includes a reputation for competence, supplying good
quality goods and services in a timely fashion, and also being managed in an
orderly way. However a poor ethical reputation can be as serious for an
organisation as a poor reputation for competence. The consequences of a
poor reputation for an organisation can include:
Suppliers and customers unwillingness to deal with the organisation for fear of being victims of
sharp practice
Inability to recruit high-quality staff
Fall in demand because of consumer boycotts
Increased public relations costs because of adverse stories in the media
Increased compliance cost because of close attentions from regulatory bodies or external
auditors
Loss of market value because of a fall in investor confidence
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
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Agency theory:
This is the separation of ownership and control. Because of agency theory(situation)
which leads to agency problem and hence incur agency costs.
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
www.globalapc.com
When making a decision, company will decide whether the transaction costs
associated with the decision(outcoursing) will be higher than the costs if you are
going to run your business(employ staff etc) and then you are going to choose a
lower cost option.
Stakeholder Theory:
This means company should take care of other stakeholders as well rather
than just shareholders.
Sample stakeholders:
Shareholders
Employees
Customers
Suppliers
Governments
Communities
For example, tripple bottom line report is the report provided to different
stakeholders. And whether company should do this?
Well, we can discuss this issue from ethicals perspective and businesss perspective.
But from modern worlds perspective, if the disclosure doesnt add value to the
company at all and hence company would not make sure disclosures as well as
responsibilities to stakeholders.
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ACCA P1 GOVERNANCE, RISK AND ETHICS(June2015)
www.globalapc.com