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Assessment Task 1
Assessment Criteria:
∙ Demonstration of knowledge of the issues
∙ High quality written communication of corporate governance concepts ∙ Structure and professional presentation of the report
Required:
Assume you are employed in a management consulting firm and have expertise as a corporate governance specialist. Your client is a public company listed on the Australian Stock Exchange that has requested a one page brief (maximum 250 words) specifying the essential criteria for a non-executive director to be appointed to the company's board.
The client has said; 'Make it brief, I'm too busy to read a long document. You should follow the ideas of former UK Prime Minister Winston Churchill who stated:
'To do our work, we all have to read a mass of papers. Nearly all of them are far too long. This wastes time, while energy has to be spent in looking for the essential points. I ask my colleagues and their staff to see to it that their reports are shorter. The aim should be reports which set out the main points in a series of short, crisp paragraphs…'
Winston Churchill, Memo to UK War Cabinet, 9 August 1940, During the Battle of Britain
Assessment Task 2
Assessment Criteria:
∙ Demonstration of knowledge of the issues and evidence of wide reading to support your analysis
∙ Demonstration of your ability to apply the knowledge to identify keys issues leading to your recommendations
∙ Evidence of sound reasoning and the exercise of professional judgement to support your recommendations
∙ Development and statement of concise recommendations for presentation to the AICD
∙ Overall structure and professional presentation of the report to the AICD
∙ High quality written communication of concepts and terms in ordinary English as not all readers of the report can be assumed to be specialists competent in corporate governance
Case Study
'As a separate legal person, a corporation has two basic objectives: To survive and to thrive. Shareholder value is not the objective of the corporation; it is an outcome of the corporation's activities. While shareholders entrust their stakes in a corporation to the board of directors, shareholders are just one audience among others that the board may consider when making decisions on behalf of the corporation.
These audiences, typically called stakeholders, may also include other financial stakeholders, such as bondholders, and nonfinancial stakeholders, such as employees, customers, suppliers, and NGOs representing various concerns of civil society. In the face of limited resources, no matter how large the corporation, directors must make choices regarding the significance of the corporation's many audiences.'
Required
Assume you have been employed as a corporate governance consultant by the Australian Institute of Company Directors (AICD). The AICD is concerned that many company directors hold the opinion that the company's board of directors has a responsibility to place the interests of shareholders above all other stakeholder interests.
Your assignment is to prepare a report to be submitted to the AICD evaluating the evidence that the responsibility of a company director is to place shareholder interests above those of other stakeholders. Specifically, the AICD has requested that your report contain evidence, examples and recommendations for company directors that will guide them when making board decisions so they are responsive to diverse stakeholder audiences. The AICD has advised you that they intend to make your report a public document and it will be uploaded to the website so it can be read by both corporate governance specialists and non-specialists.
Assessment Task 3
Assessment Criteria:
∙ Demonstration of knowledge of the issues and evidence of wide reading to support your analysis
∙ Demonstration of your ability to apply the knowledge to identify keys issues leading to your recommendations
∙ Evidence of sound reasoning and the exercise of professional judgement to support your recommendations
∙ Development and statement of concise recommendations for presentation to the Chairman
∙ Overall structure and professional presentation of your report to the Chairman
∙ High quality written communication of concepts and terms as the Chairman can be assumed to be professionally competent in corporate governance
Case Study
'Countering cyber risk presents a significant strategic challenge to leaders across industries and sectors but one that they must surmount in order to take advantage of the opportunities presented by the vast technological advances in networked technology that are currently in their early stages. Over the past decade, we have significantly expanded our understanding of how to build secure and resilient digital networks and connected devices. However, board-level capabilities for strategic thinking and governance in this area have failed to keep pace with both the technological risks and the solutions that new innovations provide.
Boards have a vital governance function, determining overall company behaviour and setting a company's risk appetite. For boards, action means effectively exercising oversight by asking managers the right questions to ensure that the boards' strategic objectives are met. This function is no different in the area of cyber resilience. By offering the following principles and tools, the Forum hopes to facilitate useful dialogue between boards and the managers they entrust with the operation of the companies to which they owe their fiduciary obligations.'
Required
Assume you have been employed as a corporate governance consultant by a company listed on the Australian Stock Exchange and ranked within the ASX 200. The Chairman of the company has decided to address the issue of cyber security at the company board level.
As an initial step in the process of improving the cyber resilience of the company the Chairman has employed you to prepare a report that critically analyses how the company can best integrate its cyber security and resilience protocols to ensure continued corporate survival and improved business performance. The Chairman has requested that you submit a report providing examples of best practice and a clear set of recommendations on how the company should initiate a cyber resilience policy at the corporate board level. Your report will be tabled at the next board meeting for board members to review and evaluate your recommendations.
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A non-executive director of the company is engaged in the planning as well as policy-making process (PWC, 2012). He brings autonomous decision, outside the knowledge and fairness on all matters that come across the Board. The lawful requirements of a non-executive director involve diligence, care, authenticity and appropriate use of information and position (Mersky, 2012). This report discusses the criteria which are essential for a non-executive director to be elected to the company’s Board.
The individual should have wide experience and knowledge which will be needed for the decision making for the company. The receptivity comes with the experience of having worked at a higher-level position of job for above 10 years (Adams, et al., 2010).
The individual must act ethically, showcasing care, honesty, and integrity in the best interests of the company. He/she must at all times work for the well-being of the company in any situation. There should not be any criminal record of the individual. Further, he should work meticulously in order to comply with the legal issues of the company (Mersky, 2012).
The individual must have experience in managing risks as well as developing contingency plans. He/she should disclose any personal interests which may conflict with the responsibility of the Board (PWC, 2012).
The individual should have worked at the position in which he/she is wholly accountable for all the entrustment of rights and duties to subordinates under him and stands for guidance and motivation for any action taken by his subordinates (PWC, 2012).
Hence, the individual for the position of non-executive directors to the company’s Board is anticipated to possess business skills, expertise, experience and knowledge in corporate governance.
