BAC306 Corporate Governance and Ethics Case Study

Case Study 1:

Aviva is the UK's largest insurer and one of Europe's leading providers of life and general insurance with over 36,000 employees and some 43 million customers worldwide. Its board of directors consists of twelve directors of whom eight are independent non-executive directors (three of these independent non-executive directors are female, there being no female executive directors on the board), plus the chairman, the executive deputy chairman, the chief financial officer, and the executive director for developed markets. There are five key board committees: audit, remuneration, nomination, corporate responsibility, and risk. The remuneration committee comprises three independent non-executive directors, one of whom chairs it. The remuneration committee, like many, seeks the advice of remuneration consultants when setting the pay packages for its executive directors, and the activities of the remuneration committee note that during 2011 the remuneration committee approved the appointment of FIT Remuneration Consultants in place of AON Hewitt New Bridge Street.

During the first part of 2012 Andrew Moss, the CEO of Aviva, announced restructuring plans which included Aviva Investors shedding more than one-tenth of its workforce; subsequently, in April 2012 he announced a simplification of the management structure, which saw some of its most respected executives leaving the company. At around this time, ABI issued an amber alert' over Aviva's remuneration report. With investor concern about Aviva's executive pay proposals mounting, Aviva announced that it would review the executive pay proposals. Andrew Moss declined a pay rise of '46,000 but, nonetheless, looking back at 2011, his pay (excluding a long-term share incentive plan) rose by around 8.5 percent, whilst Aviva's shares lost around one-quarter of their value, which raised shareholders' concerns of reward for poor

performance. However, the unease from institutional investors was not just about the executive pay proposals but also about the performance of Aviva in recent years, with share prices falling and Aviva underperforming compared to its peers. In early May 2012 Aviva became one of the few companies in the UK to suffer a shareholder defeat of its executive remuneration proposals since the say on pay' was introduced in the UK some ten years ago. Just over a week later, Andrew Moss resigned from his post as CEO of Aviva. Following Andrew Moss's departure from Aviva, restructuring plans were introduced including thousands of jobs being cut and the disposal of Aviva's US operations. However, it was also a time of worsening economic conditions, and a significant cut in shareholders' dividends was also announced. CEO Mark Wilson is now leading Aviva and seeking to improve its performance and results.

Questions

1. a) What are the implications of shareholders not supporting executive remuneration proposals?
2. b) Discuss the ways in which Aviva's board of directors could respond to their shareholders.

Case Study 2:

Singapore Airlines was founded in 1972, evolving from a regional airline to one of the most respected travel brands around the world. The Group's revenue was $15,565.5 million for the year ended 31 March 2015, and it achieved a net profit of $406.7 million.

Singapore Airlines has excellent disclosure of its corporate governance on its website. The Corporate Governance Report for the year ended 31 March 2014 shows that the board, which held four meetings in the financial year, comprised nine directors from diverse backgrounds with expertise in the finance, legal, industry, business, labor, and management fields. Seven of the nine directors are considered to be independent of management and from the company's substantial shareholder, Temasek Holdings; the remaining two are Mr. Lucien Wong Yuen Kuai who is a director on the board of Temasek, and Mr. Goh Choon Phong who is the CEO.

There is comprehensive information is given about each of the directors, for example, academic and professional qualifications; the date of the first appointment as a director;

the date of the last re-election as a director; board committees they serve on and their capacity (chair or member); current directorships in other listed companies; other major

appointments; other appointments; and directorships/appointments in the past three years.

Singapore Airlines Corporate Governance Report cross-references the various headings to the relevant principles in Singapore's Code of Corporate Governance, for example, Board Membership and Performance (Principles 4 and 5).

There are five board committees that have been formed to assist the board in the execution of its responsibilities; these are the Board Executive Committee, Board Audit Committee, Board Compensation, and Industrial Relations Committee, Board Nominating Committee, and Board Safety and Risk Committee. These committees have written mandates and operating procedures, which are reviewed periodically.

Board Executive Committee (ExCo) comprises Mr. Stephen Lee (Chairman), Mr. Gautam Banerjee, Mr. Goh Choon Phong, Ms. Euleen Goh Yiu Kiang (retired from the board on 27 July 2013), and Mr. Lucien Wong Yuen Kuai. The ExCo oversees the execution by management of the overall strategy, policies, directions, and guidelines set by the Board for the SIA Group. The ExCo also reviews and makes recommendations to the board on the annual operating and capital budgets and matters relating to the Group's wholly-owned subsidiaries.

There is information about the remit and focus of each board committee, for example, leadership development and succession planning in the company remains a key focus for the Board Compensation and Industrial Relations Committee (BCIRC).

There is appropriate disclosure on the remuneration of directors, both in terms of the measures used and in relation to the number of directors' fees. For example, in relation to short-term incentives which generally take the form of an annual profit-sharing bonus, payment of the variable bonus is based on employees achieving the target levels in the following: SIA Group's Return on Shareholders' Fund; SIA Company's Operating Profit Margin; and SIA Company's Passenger Load Factor. In relation to directors' fees for the financial year 2013/14, these amounted to $1,531,863 and were

based on the following rates (in Singapore $):

• Board Retainers: Board Member 80,000; Chairman 160,000
• Committee Retainers: Chairman of Executive Committee and Audit Committee 50,000; Chairman of other Board Committees, Member of Executive Committee and Audit Committee 35,000
• Member of other Board Committees: 20,000
• Attendance Fees Home City 5,000
• In Region 10,000
• Out Region 20,000
• Teleconference Normal hours 1,000
• Teleconference Odd hours 2,000

Furthermore, it was declared in the report that no employee of the Group who is an immediate family member of a director was paid a remuneration that exceeded $50,000 during the financial year ending 31 March 2014.

The company has received a number of awards over the years, for example, for its transparency and investor relations.

Questions

1. What are the main features of Singapore Airlines' corporate governance structure?
2.  To what extent does the board of directors appear to be diversified?

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