Assessment 1 9005CGOV Corporate Governance 2024
Assessment 1 9005CGOV Corporate Governance 2024
Completion requirements
To do:Make a submission
Due:Tuesday, 23 July 2024, 11:55 PM
Weighting: 35%Type:Board paper - a critical review of the board structureFormat:WrittenLength:2,000 words
Board papers are documents prepared for the board of directors ahead of their meetings. They contain detailed information on various agenda items, enabling directors to make informed decisions.
As a board member with expertise in good governance from the knowledge and skills obtained in your studies in the CGOV subject, you have been asked by the board chair to critically evaluate the organisation's corporate governance practices, board structure and board diversity against relevant principles, guidelines, and theories. You will also investigate and analyse which legislation and corporate governance principles your selected organisation must comply with or voluntarily follow. The audience for your paper is the board of your chosen company. You will prepare the board paper as a written Word document using the provided template.
Subject Learning Outcomes
Demonstrate an advanced understanding of contemporary corporate governance theories, principles, and regulatory frameworks.
Use corporate governance theories and frameworks to interpret the key corporate governance responsibility, structure, and function in practice.
Critically evaluate corporate governance structure and practices with consideration of the needs of various stakeholders, corporate ethics, and social responsibility.
Effectively apply and communicate relevant theories and frameworks to ensure sound and ethical corporate governance decisions in practice.
Completing Learning Activities in Modules 1, 2 and 3 will help you develop your responses to assessment 1.
Task
Step 1
Select a company and one of its competitors (preferably publicly listed companies due to data availability) and retrieve relevant corporate governance information. As explained in Activity 1.2 Board structure, you will find the corporate governance information disclosed in the companys most recent annual report (Australian companies), proxy statement (US companies), management proxy circular (Canadian companies), company website or any other company statements. For example, the Commonwealth Bank of Australia provides governance information in its annual report:Commonwealth Bank annual report(2023). You can usually find these documents on the organisation's or regulator's website, and a few examples have been provided for you on theReference Documentspage.
Step 2
Based on the disclosed information, your board paper should evaluate your selected organisations governance practices according to the following perspectives:
Board structure and committees: Critically discuss and compare the overall board structure (in terms of unitary versus two-tier, executive versus non-executive directors, connected versus independent directors, CEO duality versus CEO separation, any additional directorships of other boards, etc.) and the board committees of your selected organisation, with those of the competitor firm in terms of their functions, membership and responsibilities.You must support your discussion using evidence from academic journal articles, industry reports and the textbook.
Board diversity:Critically discuss and compare the board diversity of your selected organisation with that of the competitor firm, including diversity in skill and experience, gender, age and any other social or cultural aspects of directors.You must support your discussion using evidence from academic journal articles, industry reports, and the textbook.
In the critical analysis of the board structure and diversity, discuss relevant corporate governance laws, principles (or guidelines) and theories that are applicable. Draw out and discuss the implications of your findings for committees and the conformance and performance functions of the board.
Recommendations for your selected organisation:Provide constructive suggestions for improvement to the board of the chosen organisation (i.e., not the competitor but for the chosen organisation only).
Requirements
Use theboard paper template (.doc)provided. The suggested word counts for each section has been provided in the template.
Define critical terminology when they are mentioned for the first time in the paper.
The required word length for this paper is 2,000 words (plus 10% allowance).
This assessment requires you to use a minimum ofsix (6)credible academic sources. You may also use current company, industry, government and media sources to support your statements, but these will NOT count toward the minimum required credible academic sources for your assessment. Most web-based sources are not sufficiently rigorous and credible for use in academic assessments and will NOT count toward the minimum required credible academic sources for your assessment. For further guidance, refer toScholarly, academic & peer-reviewed journals.
You must appropriately acknowledge all sources of information in your assessment with the AIB Harvard author-date style of referencing see theAIB Style GuideandAcademic Policies and Procedures. This includes the use of Generative Artificial Intelligence tools, such as ChatGPT. See relevant sections on 'Academic Integrity', 'Generative Artificial Intelligence' and 'Referencing' in theAIB Style Guideand Assessment Policies and Procedures.
Resources
Use theBoard paper template (.doc). Kindly read the embedded feedback to know what is required for each section.
Please use publicly available secondary data only.
Prescribed textbook and learning materials and readings from Modules 13.
Disclosed governance information sources: annual reports (Australian companies), proxy statements (US organisations), management proxy circulars (Canadian organisations), company websites, or other company statements.
Corporate governance codes: ASX CGOV Recommendations & Principles, OECD principles, NYSE CGOV guide, ECGI principles, AICD non-for-profit governance principles, TSX Corporate Governance guidelines.
Grading criteria and feedback
Your assessment will be marked according to theAssessment 1 rubric (.pdf).
Access your grade and individual feedback below once your OLF advises that grades have been released. Refer toWhere is my grade and feedback?for guidance.
Reference Documents
Annual reports and proxy statements
Commonwealth Bank of Australia 2023,2023 annual report, viewed 4 September 2023, https://www.commbank.com.au/content/dam/commbank-assets/investors/docs/results/fy23/2023-Annual-Report-Spreads.pdf.
Royal Bank of Canada 2023,2023 management proxy circular, 5 April, viewed 4 September 2023, https://www.rbc.com/investor-relations/_assets-custom/pdf/2023englishproxy.pdf.
Starbucks Corporation 2023,2023 notice of annual meeting of shareholders and proxy statement, viewed 4 September 2023, https://s22.q4cdn.com/869488222/files/doc_financials/2023/ar/Starbucks-2023-Proxy-Statement.pdf.
Corporate governance codes
ASX Corporate Governance Council 2019,Corporate governance principles and recommendations, 4th edition, viewed 24 January 2022, https://www.asx.com.au/documents/asx-compliance/cgc-principles-and-recommendations-fourth-edn.pdf.
Australian Charities and Not-for-profits Commission2020,Governance for good: The ACNC's guide for charity board members, July, viewed 24 January 2022, https://bower.org.au/wp-content/uploads/2020/02/Governance-for-Good-the-ACNCs-guide-for-charity-board-members.pdf.
Financial Markets Authority (FMA) 2017,Corporate governance in New Zealand: Principles and guidelines, 28 February, viewed 3 February 2022, https://www.fma.govt.nz/compliance/guidance-library/corporate-governance-in-new-zealand-principles-and-guidelines/.
Financial Reporting Council 2018,UK corporate governance code, viewed 27 January 2022, https://www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code.
Toronto Stock Exchange 2005,National Policy 58-201 corporate governance guidelines, viewed 3 February 2022, https://www.tsx.com/resource/en/77.
Corporate social responsibility
Corporate Knights & Scott, M 2023,The 2023 Global 100, 23 January, viewed 6 September 2023, https://www.corporateknights.com/rankings/global-100-rankings/2023-global-100-rankings/2023-global-100-most-sustainable-companies/.
Todd-Ryan, S 2020, 'Who are the 100 most sustainable companies of 2020?',Forbes, 21 January, viewed 6 September 2023, https://www.forbes.com/sites/samanthatodd/2020/01/21/who-are-the-100-most-sustainable-companies-of-2020/?sh=2c4f9ea514a4.
Risk governance
Financial Stability Board (FSB) 2013,Thematic review on risk governance, 11 February, viewed 2 February 2022, https://www.fsb.org/2013/02/r_130212/.
International Corporate Governance Network (ICGN) 2015,ICGN guidance on corporate risk oversight, viewed 20 September 2023, https://www.icgn.org/sites/default/files/2021-06/ICGN%20Corp%20Risk%20Oversightweb.pdf.
International Standards Organization (ISO) n.d.,ISO31000 Risk management, viewed 3 February 2022, https://www.iso.org/iso-31000-risk-management.html.
OECD 2010,Corporate governance and the financial crisis, 24 February, viewed 6 September 2023, https://www.oecd.org/corporate/ca/corporategovernanceprinciples/44679170.pdf.
OECD 2015,G20/OECD principles of corporate governance, viewed 24 January 2022, http://www.oecd.org/corporate/principles-corporate-governance.
Not-for-profit regulatory frameworks
Australian Government 2022,Office of the Registrar of Indigenous Corporations, 26 August, viewed 7 September, https://www.oric.gov.au/.
Australian Government n.d.,Australian charities and not-for-profits commission, viewed 7 September 2022, https://www.acnc.gov.au/.
Australian Securities & Investments Commission [ASIC] 2014,Charities registered with the ACNC, 15 October, viewed 7 September 2022, https://asic.gov.au/for-business/running-a-company/charities-registered-with-the-acnc/.
Government of Canada 2021,Corporations Canada: Not-for-profit corporations, 12 May, viewed 7 September 2022, https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs03925.html.
IMAA 2017,Primer for directors of not-for-profit corporations(Rights, Duties and Practices) (Government of Canada), 6 July, viewed 7 September 2022, https://imaa.ca/source/library/primer-for-directors-of-not-for-profit-corporations-rights-duties-and-practices-government-of-canada/.
New Zealand Government n.d.,Charities services: Starting up, viewed 7 September 2022, https://www.charities.govt.nz/ready-to-register/starting-a-new-charity/.
New Zealand Government n.d.,The not for profit sector: Legal structures and status, viewed 7 September 2022, https://web.archive.org/web/20181228213236/http://r129.publications.lawcom.govt.nz/Chapter+2+-The+not-for-profit+sector+legal+structures+and+status/Companies.
Corporate Governance[AQF Level 9]
[Student name]
[Student number]
[Term and year]
First Assessment Board Paper A Critical Review of Board Structure
45148500[Organisation Logo]
00[Organisation Logo]
[Organisation Name]
[Governing Body] Meeting
[Date of Meeting]
Agenda Item No: //..//
A CRITICAL REVIEW OF BOARD STRUCTURE
Prepared by:
[Author]
[Job title]
Action required: Approval/Decision
Recommend approval to another governance body
Provide guidance/direction/input to management
Endorse contents of paper/approach proposed by the paper
Engage in appropriate external governance oversight of managerial actions
Note the contents of the paper, with questions by exception
Other (insert)
Proposed resolution for the Minutes:
Why this paper is being presented:
Background to this paper:
Discussion:
Introduction
This section sets the scene. Provide a brief introduction of your selected company and the competitor firm. This section is included in the word count (allow ~200 words).]
Board Structure
This section critically discusses and compares the overall board structure (in terms of unitary versus two-tier, executive versus non-executive directors, connected versus independent directors, CEO duality versus CEO separation, any additional directorships of other boards, etc.) and the board committees of your selected organisation, with those of the competitor.Discuss relevant corporate governance laws, principles, guidelines and theories that are applicable. Draw out and discuss the implications of your findings for the conformance and performance functions of the board.
This section is included in the word count (allow ~800 words).
Board diversity.
This section critically discusses and compares the board diversity of your selected organisation with that of the competitor firm, including diversity in skill and experience, gender, age and any other social or cultural aspects of directors.Discuss relevant corporate governance laws, principles, guidelines and theories that are applicable. Draw out and discuss the implications of your findings for the conformance and performance functions of the board.
This section is included in the word count (allow ~700 words).
Recommendations
Provide constructive suggestions for improvement to the board of the chosen organisation (i.e., not the competitor but for the chosen organisation only).
This section is included in the word count (allow ~300 words).
Next Steps (what/who/when):
[Author]
[Job Title]
[Date paper created]
References
[On a separate page, type references here, in alphabetical order. See the AIB Style Guide for the format.]
This section is excluded from the word count.]
Appendix 1:
[On a separate page Title of Appendix 1 This section is excluded from the word count.]
If you have used internal (not publicly available) secondary data sources, include a signed Organisation Consent as an appendix.
