Bdo Benchmarking Assignment Essay Example for Free

Bdo Benchmarking Assignment Essay When considered in general terms Turnbull described it as: â€Å"All influences affecting the institution processes, including those for appointing the controllers and/or regulators involved in organising the production and sale of good and services†¦.. it includes all types of firms whether or not they are incorporated under civil law. † (Turnbull, 2002:181) Factoring in all other definitions, in its simplest terms it can be defined as the â€Å"exercise of power over corporate entities† (Clarke, 2004). It is not the same as the management and the running of the company, it is concerned with how the Board of Directors, who are the governing body of a company, supervise management, because it is they who are responsible for holding the management of a company accountable and ensuring the company is being ran in a way which is favourable towards the shareholders and other stakeholders. It is the Directors’ responsibility to develop strategy and policies for the ompany and to determine the direction the management should take the business in and the Directors have overall responsibility for the performance of the company (Tricker, 2012). While the phrase ‘corporate governance’ wasn’t coined until the 1960’s and not commonly used until the 1980’s, it has really been in a gradual process of evolution since the 16th century and joint venture trading. One of the major developments in world economies which brought the need for corporate governance to the fore was the introduction of limited liability companies in the 19th century. What this meant was when companies were incorporated they became a separate legal entity, separate from their shareholders and with similar legal rights to buy, sell and transfer shares and assets, to employ people and to sue and be sued in the name of the company. This meant the liability for any company debts lay with the shareholders and not the management or the company. Add to this the fact that because of the introduction of the stock market, shares could be easily bought and sold, meaning the shareholders could be vast in numbers and have a large geographical spread. Due to the fact that all corporate entitites need to governed, the implications of this were that the management (executive control) and the shareholders (owners) were often separated (Tricker, 2012). Situations such as these, are where corporate governance is deemed to be most necessary because there is a root assumption, that members of management who do not own the company are likely to be more reckless with someone else’s money, i. e. the company’s, than they would be with their own money (Having Their Cake, 2013). This is known as the agency dilemma, which will be expanded upon later. Electing a Board of Directors who have the interest of the shareholders at the forefront of their mind, allows members to indirectly oversee the actions undertaken by the management, in order to ensure that as agents of the shareholders, the management is performing in line with the best interests of the corporation (Lashgari, 2004). 1. 2. Selection of a Case Company However, as Turnbull pointed out in ‘Corporate Governance: Its scope, concerns and theories’ (2002), having a restriction of only publicly traded corporations in studies of corporate governance, limits the validity of any onclusions drawn about the most efficient arrangements for corporate institutions with regards to good governance practices and the effect they have on a company’s performance. As Jensen said in 1993: â€Å"Privately held entities could provide the most form of enterprise. † (Jensen, 1993, cited in Turnbull, 2002). It was with this in mind that I chose BDO LLP UK (BDO), which is an incorporated partnership company in the UK, which is owned and ran by its members/partners. It is a company which offers financial accounting, audit, tax and business consultancy services (BDO LLP UK website, 2013). . 3. About the UK Financial Accounting and Audit Sector With the ever increasing focus on corporate governance for companies across the World, not just in the UK, audit firms such as BDO, KPMG and Deloitte are becoming more important because it is there job to ensure that companies are adhering to regulations laid out in the UK Corporate Governance Code (2010, revised in 2012). It should naturally follow that audit companies will have extremely good corporate governance practices put in place, however, this is not necessarily the case. Since 2000 there have been a number of high profile scandals within the International Corporate Financial Accounting industry, for example, Enron were found to be inflating revenues and hiding debts and there was also the Bernard Madoff â€Å"Ponzi Scheme†, where the real scandal was that the robbing of millions of pounds worth of people’s money, escaped the attention of auditors and regulators. ). Due to such scandals, many national regulators implemented new corporate governance requirements to improve standards (Mitchell Van der Zahn, 2009). In the UK new regulations with regards specifically to audit companies were also introduced, targeted directly at a certain group of companies. As of January 2010, 95% of the auditing work in the UK was being carried out by 8 firms, BDO being one of them. It was deemed that such companies had built upon their reputation to gain dominance in the UK market and the Financial Reporting Council (FRC) felt it was in the Public’s interest for these companies to be transparent and in order to maintain public trust be exemplars of best corporate governance practice. This led to the introduction of the Audit Firm Governance Code (2010) by the Institute of Chartered Accountants in England and Wales (ICAEW), which drew from aspects of the 2010 UK Code and established principles such as the appointment of independent non-executives within the governance structure of their company. While such rules did not apply outside of the targeted companies, it was the hope of the ICAEW that it would provide a benchmark of good governance for other companies to follow (ICAEW website, 2013). With such a bold statement being made about the importance of corporate governance in this field of work, it seemed to me to be an obvious choice to choose one of the 8 companies on the ICAEW’s list for my case-study. 1. 4. About BDO LLP UK As detailed earlier BDO LLP UK is an incorporated partnership company in the UK, which is owned and ran by its members/partners and it provides financial accounting, audit, tax and business consultancy services. It is the 6th largest accountancy firm in the UK and is a member of the BDO International Network, which itself is the 5th largest accounting organisation in the World. In an attempt to break into the top 4 big firms in the UK, BDO LLP UK completed a merger with PKF, a rival firm, in April 2013 (Keynote, 2013). After researching BDO LLP UK, it became very clear that corporate governance was of the upmost importance to the company. Not only did it have specific areas on its website dedicated to corporate governance and corporate social responsibility but it also had a number of relevant publications regarding corporate governance. One article for example, ‘Making Internal Audit Relevant’, discussed the high quality of corporate governance in the UK found by studies carried out by the FRC, it went on to say that this was underpinned by the UK Corporate Governance Code and that it was vital in maintaining the attractiveness of the UK market, to encourage new investment (BDO LLP UK website, 2013). My research also found that BDO had carried out a joint study with the Quoted Companies Alliance, which considered the introduction of a mandatory corporate governance code for small and mid-capital audit companies in the UK. Just as a point of fact, this was a proposition that 92% of such companies agreed with. One of the major indications that BDO think corporate governance is vital to the success of a company is that they produce an annual transparency report, which has an appendix of a statement of compliance with the Audit Firm Governance Code (2010). They have also went to great lengths to create a summary report in 2012 for businesses which they audit, detailing any changes to corporate governance regulations and focusing on leadership and effectiveness, reporting, risk, audit, remuneration and investor relations (Corporate Governance for TMT Businesses, 2012). It seems to be an interesting idea to look at a company who places so much emphasis on good corporate governance, not only for itself but also the companies it works for, to see if they do comply completely with the codes and if they are in fact â€Å"exemplars† of good practice. . Theories of Corporate Governance There are various theories and philosophies with regards to corporate governance, all of which, as a collective, have laid a foundation for the development of different corporate governance systems around the world (Lashgari, 2004). This paper will look at a number of these theories and how they relate to BDO, in order to gain a better understanding of th e governance standards at BDO. 2. 1. Agency Theory In the 1930’s, Berle and Means published ‘The Modern Corporation and Private Property’, it provided the first debate about the agency dilemma and set a basis for agency theory. They suggested that where ownership is separated from management or is widely dispersed, it becomes difficult for owners to have an effective check on the autonomy of corporate managers. The agency dilemma was further refined in the 1970’s, when theories were brought to the fore suggesting agents (managers) are likely to be self-interested and will serve their own interest before those of the principle (owners). Such theories also suggested that in order to counter this problem companies have to incur agency costs, for example, to create incentives to align the interest of the agent with the company and the cost of monitoring the conduct of agents. Many other theorists have a problem with agency theory because it does not even attempt to explore the possibility managers are not self-interested and opportunistic. However, they cannot deny that it has een very influential in developing market-based governance mechanisms and board-based governance mechanisms. Due to BDO being an incorporated partnership and their shares not being publicly traded, we will only look at the board-based mechanisms (Having Their Cake, 2013). Agency theory has caused internal reform of boards, there has been an increase in executive share options schemes, meaning that managers are being offered equity in the company they will manage, in order to â€Å"align their interest† (Having Their Cake, 2013). Agency theory has also led to the introduction of independent non-executive directors onto Boards of Directors, in order to ensure the actions of the management are being sufficiently monitored by the board themselves and role of boards have been greatly elaborated, they are becoming more involved with the setting of objectives of companies and monitoring of any actions taken by management and stricter provisions have been put in place to ensure the separation of the roles of chairmen and chief executive (Cadbury Committee, 1999). When applying agency theory to BDO, it is easy to see that there is a situation of agency and principle, with the fact that there are 193 partners in the firm and only 5 partners who are part of the Leadership Team (LT- management) which is responsible for the overall management of the company and is chaired by the Managing Partner. It is also noticeable from their 2012 ‘Transparency Report’ that all members of the LT have been partners in the company for a number of years, with currently the shortest term being 12 years. This could be considered good governance by BDO because in an effort to avoid the agency dilemma, they ensure their management team is made up of partners, whose interest is already aligned with the interests of the business. The transparency report also states that BDO have a Partner Council (equivalent to a Board of Directors) which is independent from the LT and responsible for the overall governance, in particular the oversight and accountability of the LT. They are also responsible for choosing members of the LT and for electing independent non-executive directors, for which there are 2 at BDO. These independent non-executive directors sit on the LT and report to the partner council of any issues of compliance with governance, policies and procedures, for which they are responsible for providing information on to the LT. The Partner Council is chaired by the Senior Partner who performs a client facing role and is responsible for managing all decisions. He also attends LT meetings in a non-executive capacity to facilitate his oversight role of the governance of the company (Transparency Report, 2012). As we can see the management team is subject to a lot of oversight and monitoring by the Partner Council and the roles of the Senior Partner and Managing Partner are completely separate, this is all a way of ensuring the company has a high standard of governance and to also ensure the management is acting in the best interest of the all the owners. BDO goes to a big effort in organising their governance structure in order to avoid the problems arising from the agency dilemma. 2. 2. Resource Dependence Theory This theory originated from studies performed by Pfeffer and Salancik (1978), they suggest that board members and non-executive directors can provide a firm with a vital set of resources. Non-executive directors are appointed with the expectation that they will support the organisation with its problems and to be a source of expertise which executives can draw upon for skills and advice and they can also be a source of contacts and information which they have gained through their past experience (Having Their Cake, 2013). At different stages in the life-cycle of companies, they have very different needs from their non-executive directors. To young entrepreneurial companies, non-executive directors can be a cheap source of legal, financial or operation management skills, while publicly listed companies are in need of network connections such directors can provide, for example, sources of finance. They can also provide the benefit of attaching a good reputation to their company. Mature businesses, with which we are most concerned because BDO falls into that category, can use non-executive directors for their relevant market or managerial experience and from the consumer confidence which can be gained from that person’s good reputation being affiliated to their company (Having Their Cake, 2013). Applying this theory to the independent non-executive directors of BDO, we can clearly see from the Transparency Report (2012) that both have experience of past non-executive director roles and both bring their own experience in a relevant field, Lesley MacDonagh with a high level of experience of law and business management which she gained from being a Managing Partner at Law firm Lovells and Lord David Currie having experience of business management from eing a Dean of Cass Business School and a past Chairman of OFCOM and he also has sound knowledge of the legal system from being a member of the House of Lords. This places them perfectly for their positions of overseeing the governance of and business management of BDO. 2. 3. Stewardship Theory This theory, which originated from the works of Donaldson (1990), suggests that directors can have motives which are ‘pro-organizational’ and counters the assumption by agency theorists that management aims are based in self-in terest and are not aligned with those of the shareholders. Donaldson even goes as far as to suggest that negative investor assumptions of the management will have the opposite effect to what was intended and can actually weaken the leadership of a company by weakening the management’s authority when splitting the decision making power between the board and the management. Donaldson also put forward the theory that inside managers and directors have possibly spent their lives working for the company they govern and because of this not only have a strong understanding of how the company is ran, therefore are able to make superior decisions, but also they will have naturally built a strong affiliation and personal investment in the success of the company. He also points out that decisions made by a board of outsiders could be of a lower quality because they would not be in a position to fully understand the company because they would not have access to the same informal knowledge sources and would lack any information which could inform them of the contextual nature of any business situations. All this in turn could lead to low firm performance (Nicholson and Kiel, 2007). As was stated earlier, BDO has a LT which is made up of partners who have been working for the company in a particular field and have been a partner for a number of years. The field they are responsible for as part of the LT is relevant to the field they have been previously working in, for example the Head of Audit and Tax, Paul Eagland has been a Tax Partner for 17 years. This ensures that any decisions that are being made are informed with the necessary knowledge to make the correct decision for the company. Also, as has been stated previously working for the company has long has built a strong affiliation to the company and its success. With regards to the non-executive director element of the board, it is made up of both independent members who come from outside the company (such as mentioned previously) and Directors such as the Senior Partner who has been with the company for a number of years, this allows for any gaps in the knowledge of the directors to be covered because there is an overlap between the meetings of the LT and the Partner Council when the Senior Partner sits in on LT meetings as an affiliated non-executive director. This ensures that the company is practicing good governance and that the board cannot be misled by the management as to how the company is being ran and if the interests of the other Partners are being looked after (Transparency Report, 2012). 2. 4. Stakeholder Theory Freeman (1980’s) put forward a whole new idea in terms of corporate governance theories, he argued that it should not simply be just the shareholders’ or partners’ interests which should be considered when making business decisions, he suggested that companies should be ran with the interests of all stakeholders in mind. Other stakeholders include employees, who have invested their time and skills in the company and have an invested interest in the company’s success, in order for them to ensure job security. This, Freeman classes as a direct interest in the success of the company, other direct stakeholders include customers and suppliers. What Freeman classed as having an indirect interest in the performance of the company includes the community as a whole and the environment (Having Their Cake, 2013). There is a major problem with this theory, which is that it is hard to operationalize because it is difficult to decide the weight that should be given to different stakeholders but accepting this difficulty, some theorists have suggested that while ultimately they are accountable to the shareholders, they must take into account the interests of other stakeholders when making decisions. This demand for ‘stakeholder value’ is legitimised through a number of examples, take globalisation; the spread of business and corporations across the world has led to environmental damage, an increase in corporate corruption and excessive executive pay has been, for example with RBS, to come hand-in-hand with company downsizing which has a direct impact on employees. In the name of good corporate governance, the increase in the value of stakeholder interests has led to an increase in business ethic codes and heightened corporate practice visibility and corporate reports of social responsibility and environmental matters (Having Their Cake, 2013). According to BDO’s website and their Transparency Report (2012), the company takes the interests of various stakeholders into account when making decisions about how the business is run, in a number of different ways, through policies and procedures: * Ethical Requirements The company has a Professional Services Manual and an Audit Manual, which contain rules relating to ethical conduct of employees, management and Partners. It is easily accessible on the company intranet and is supplemented with training and is designed to comply with International and UK Ethics Standards. The Partners and staff sign annual declarations as to their compliance to the code and the company has an Ethics Partner who is tasked with providing guidance as to correct ethics and also with maintaining compliance. * Client Relationships BDO has 5 core values which all partners and staff are committed to, they are; honesty and integrity, taking personal responsibility, mutual support and strong and personal client relationships. To aid in these values and to help deliver a quality service to clients, the company has robust client and engagement procedures. They carry out risk assessments on every potential client, before signing a contract and this helps to ensure that not only is the company secure but also that they provide the client with the sufficient standard and amount of staff they are in need of. The HR department also has clear policies and procedures when it comes to recruitment in training, to ensure the company has a sufficient number of staff who are competent and meet the required ethical standards, all in the name of providing a quality service to clients. * Employee Relationships BDO have an inclusive culture when it comes to recruitment and training and development, it provides every staff member with the same opportunities to progress regardless of differences. They have strong policies and procedures regarding regular reviews, which are performed bi-annually. They also seek to adopt the most relevant recruitment selection tools, in order to ensure the fit and quality of those joining the company. They also provide employees with ‘learning maps’ and ‘career and performance wheels’, which helps with career development and ensures promotions only occur when the staff member is ready. This all aids in the success of the company. * Corporate Social Responsibility BDO actively support and develop the local community, they have an established network of over 20 champions in the UK, tasked with â€Å"stimulating local ideas and initiatives† to help developing the community. They have a Community Volunteering Policy, allowing employees to take 6 days a year to volunteer, and they are not restricted to volunteer at certain organisations. It can be whatever is important to them. BDO ensure the negative impact their business has on the environment is minimised and have an Environmental Policy which can be accessed at the follow address: http://www. bdo. uk. com/about-us/corporate-social-responsibility/environment. Considering this, it could be said that with regards to ‘stakeholder value’ BDO practices good corporate governance. . BDO Governance in Practice 3. 1. Transparency Report Due to the EU’s 8th Directive on transparency reporting being adopted, in April 2008 the Professional Oversight Board published the Statutory Auditors (Transparency) Instrument (2008), requiring auditors of companies with a public interest to publish annual transparency reports. It also detailed requirements that such reports must meet, including systems of q uality control, independence practices and procedures and information about the company, i. e. he structure and the management. The BDO Transparency Report (2012) is available at: http://static. bdo. uk. com/assets/documents/2012/09/Transparency_Report_for_the_52_weeks_ended_29_June_2012. pdf . Transparency reports are used to demonstrate the quality of audit processes and practices of a company and are also used to encourage a high level of confidence and trust from stakeholders and the business community. BDO also provided a statement of compliance with the Audit Firm Governance Code (2010), which can be seen in Appendix A. The transparency includes details of the Governance Structure of the UK Firm, including the management and implementation of independent non-executive directors, the values of the company, the Internal Quality Control System, the Risk Management Control System and details the policies and procedures regarding independence, whistleblowing, professional development and partner remuneration. 3. 2. Statement of Compliance with the Audit Firm Governance Code One of the most important aspects of the Transparency Report is the Statement of Compliance with the Audit Firm Governance Code. Some of the key aspects of which include compliance with: * the owner accountability principle- the Partnership Council reviews decisions made by the Leadership Team, the management * the management principle- strategic and operational leadership is provided by the LT * the professionalism principle- the whole firm is committed to quality work and professional judgement and values. The firm’s management and the Head of Risk and Quality reinforce the appropriate ‘tone at the top’, instilling professional and ethical values in the firm. BDO employees are expected to comply with an internal code of conduct * the Involvement of independent non-executives principle- BDO appointed Independent Non-Executives in July 2008, comply with the same independence requirements as our partners and employees and they have sufficient experience and expertise to command the respect of the partners * the Compliance Principle- BDO have policies and procedures to ensure they comply with professional standards and applicable legal and regulatory requirements * the whistleblowing policy- all actions arising out of incidents of whistleblowing, are reported to the Head of Risk and Quality who will make an annual report the Internal Reporting Principle- LT, Partnership Council, Audit Committee and Risk Committee are supplied with information in a timely manner and in a form and of a quality which enables them to discharge their duties * the Financial Statements Principle- BDO publish annual audited financial statements in accordance with UK GAAP While BDO provide a very clear statement about how compliant they are with regards to the Audit Firm Governance Code, we must look at the FRC’s ‘BDO LLP- Audit Quality Inspection, 2013’ which considered the corporate governance compliance of BDO in order to get a true understanding of their standard of corporate governance compliance. 3. 3. FRC Annual Review of BDO The FRC found that in most areas there were appropriate policies and procedures in place for its size and client base and they found that all the statements that were made in the Transparency Report were consistent with their understanding of BDO’s policies and procedures of the firm. However, when the FRC reviewed the audits BDO carried out themselves on other companies, they found that a number of governance codes were not being adhered to: * Firstly, they were not always providing a high standard of quality auditing, failing to challenge explanations and inputs from managers, they did not always report the disclosure deficiencies which were identified to the Audit Committee and there was a lack of adequate communication with the Audit Committee with regards to inaccurate information, which led to safeguards that had been put in place not being properly assessed. Secondly, the FRC found that the audits were not always being reviewed thoroughly enough and audit quality issues and omissions in reports were not being identified. * Thirdly, BDO were found to not have complied fully with ethical standards in a number of different ways; * The business plan inferred that fees should be set lower if non-audit fees are likely to be earned, this goes against their own required ethical standards and their own * Performance evaluation criteria including the cross-selling of non-audit services * The list of entities which partners held shares and could generate a conflict of interests was not up to date. A more robust set of procedures was suggested to ensure that this list was kept up to date in future Lastly, the Internal Quality Review was not of a high enough standard, it did not provide a sufficient level of detail and clarity of explanations of significant findings. 4. Conclusion We can see that BDO go to great lengths to try and ensure that they are fully compliant with corporate governance codes and regulations, not only with their policies and procedures a nd the way the company is managed but also with governance structure of the company and the values and focus of the aims and objectives of the company. They also have a strong focus on transparency and ethics within in their business and this is linked to their value of providing great customer client relationships with professionalism, honesty and integrity. They also go to great lengths to aid the companies with which they work, in complying with corporate governance codes, again this is all in the name of developing excellent quality and trustworthy client relationships, in order to maintain and improve the success of their business. However, as we can see from the FRC review, there are gaps in their governance compliance, in particular with internal reporting and ethical standards, but it will have to be seen in the coming years of reviews if the increase in transparency and an even greater focus on corporate governance will lead to BDO closing such gaps. 5. Bibliography * BDO LLP UK, ‘Transparency Report’, 2012, Available Online at: http://static. do. uk. com/assets/documents/2012/09/Transparency_Report_for_the_52_weeks_ended_29_June_2012. pdf [Accessed 02 May 2013]. * BDO LLP UK Website, 2013, ‘About Us’, Available Online at: http://www. bdo. uk. com/about-us/corporate-social-responsibility/environment [Acc essed 02 May 2013]. * BDO LLP UK, 2012, ‘Corporate Governance for TMT Businesses’, Available Online at: http://static. bdo. uk. com/assets/documents/2012/03/Corporate_Governance_for_TMT_Businesses. pdf [Accessed 02 May 2013]. * Crump, R. , May 2012, ‘Mid-cap market calls for mandatory governance code’, Financial Director Website, Available Online at: http://www. financialdirector. co. k/financial-director/news/2180374/mid-cap-market-calls-mandatory-governance-code [Accessed 02 May 2013]. * Financial Reporting Council, 2013, ‘BDO LLP: Audit Quality Inspection’, FRC Website, Available Online at: http://www. frc. org. uk/Our-Work/Publications/Audit-Quality-Review/Public-Report-BDO-LLP. aspx [Accessed 02 May 2013]. * ICAEW, 2013, ‘The Audit Firm Governance Code’, ICAEW Website, Available Online at: http://www. icaew. com/en/technical/corporate-governance/audit-firm-governance-code [Accessed 02 May 2013]. * Keynote, 2013, ‘Account ancy Marketing Report’, Available Online at: https://www. keynote. co. uk/market-intelligence/view/product/10674/accountancy? edium=download [Accessed 02 May 2013]. * Dr Lashgari, M. , 2004, ‘Corporate Governance: Theory and Practice’, The Journal of American Academy of Business, Cambridge, Available Online at: http://tharcisio. com. br/arquivos/textos/13200724. pdf [Accessed 02 May 2013]. * Mitchell Van der Zahn, J-L. W. , 2008, ‘Special Issue on: Financial Reporting, Transparency and Corporate Governance: Issues in Volatile International Markets’, International Journal of Accounting, Auditing and Performance Evaluation, Vol. 7, Nos 1/2, pp: 61-93, Available Online at: http://www. inderscience. com/info/ingeneral/cfp. php? id=962 [Accessed 02 May 2013]. * Roberts, J. ‘The Theories behind Corporate Governance’, Having Their Cake website, Available Online at: http://www. havingtheircake. com/content/1_Ideas%20that%20shape%20the%20world/fa ct%20and%20opinion/The%20theories%20behind%20corporate%20governance. lnk [Accessed 02 May 2013]. * Turnbull, S. , 2002, ‘Corporate Governance: Its scope, concerns and theories’, Corporate Governance: An International Review, Volume 5, Issue 4, Available Online at: http://onlinelibrary. wiley. com/doi/10. 1111/1467-8683. 00061/pdf [Accessed 02 May 2013]. * Tricker, R. I. , 2012, ‘Corporate Governance: Principles, Policies and Practices’, Oxford University Press: London, (2012). *

Gender Roles, Stereotyping and Gender Bias Essay -- Sexism and Gender

Gender affects every aspect of our life, from how we feel about ourselves and set our goals in educational, recreational and work opportunities as well as the the nature and extent of our participation in social and civic life. It has a strong impact on the way we practice our religion, the way we dress, the way we express our feelings and the nature of all of our relationships with others. This paper explores various facets of gender roles in order to understand this topic such as what role males and females are expected to play in today's society, how gender roles are decided, affected and exaggerated by stereotyping. Futhermore, this paper will draw attention towards how stereotyping leads to gender biases. What is 'Gender' ? ''Gender'' means those characteristics which defines or explains if someone is masculine or feminine according to their behavioural differences, for example how they dress or act towards others, the kinds of work they do and their status in society. Gender is not the sex we are born with, 'Sex' refers to all the physical attributes separating women and men according to the biological differences or in other words 'Sex' is the biological make up of a human being , whereas gender refers to the cultural attributes derived from sex differences. For exampel some children who are male by birth means having male parts but feel like female.They are just physically males with female characteristics and behave like feminine.This gives them new identity which is known as how they feel more anin accordance with the gender they have and that gives them new gender identity . There are two major genders: 'Masculine' and 'Feminine'. Gender roles are in fact just those ideas and which are implemen... ...s appear. Change begins at home. As quoted by Dr.Phill '' Change can come in either of two important ways: Start behaving positively or stop behaving negatively'' Parents need to give chance to their children to live their lives free from the fetters of gender bias and stereotyping As they say,'' Great oaks grow from little acorns'' Conclusion : Sex is the organizer of human society.This is filtered culturally through gender roles which have an impact our lives. Gender role stereotyping is one of the most consistent ways in which adults and particularly parents play a significant part in socialization of a child. Parents have to learn to adopt an androgynous attitude towards while bring up their children. Eradicate the gender biases and implement adequate egalitarianism. ''Every clould has a silver lining'' Every man is the architect of his own fortune''

Hauora Essay

If a person puts themselves first before others and their personal ambitions they are considered unhealthy. Communication through emotions is more powerful than words. If people show what they feel, instead of talking about their feelings, this is regarded as healthy. Te taha Wairua refers to spiritual well being. It is believed that if someone is lacking this they are more prone to ill health Wairua may also explore relationships with the environment, between people, or with heritage. The breakdown of this relationship could be seen in terms of ill health or lack of personal identity. Te taha Tinana refers to physical well being There is also the question of personal space to take into account. Maori consider stepping over someone as rude and demeaning to that person’s mana (personal authority/power). However there are different ways in which respect is shown to another person. For example Maori tend to have minimal eye contact and respect each other’s space in formal situations. Body language is also an important feature to note. Whanau/Family – is the prime support system providing care, not only physically but also culturally and emotionally. For Maori, whanau is about extended relationships rather than the western nuclear family concept. Maintaining family relationships is an important part of life and caring for young and old alike is paramount. Everyone has a place and a role to fulfil within their own whanau. Families contribute to a person’s wellbeing and most importantly a person’s identity. A Maori viewpoint of identity of identity derives much from family characteristics. It is important to understand that a person carrying an ancestral name will often be seen as having the qualities of their namesake. It is important to be aware for Maori, a persons identity is gleaned by asking â€Å"Where are you from† rather than â€Å"What is your name? † Maori identity is based upon an ancestral Waka (canoe) a physical landmark, which is usually a Maunga (mountain), a body of water Awa (river), Moana (sea) and a significant Tupuna (ancestor). Once this is known people can share a common bond.

Ownership And Control Of Wh Smith Plc Finance Essay - Free Essay Example

Sample details Pages: 13 Words: 3959 Downloads: 9 Date added: 2017/06/26 Category Finance Essay Type Narrative essay Did you like this example? Introduction to WH Smith PLC. WH Smith PLC is a UK company recognised as a newspaper, periodical and book retailer currently standing as an Ultimate Owner. Historically owned, WH Smith was established in 1792 as an Ltd, originally family owned and passed down until the last family member owned all ordinary shares and considered the major shareholder. WH Smith emerged as a PLC where its shares were sold to the public. Eventually, the Smith familys control faded resulting in the last family member leaving the board in 1996. (WH Smith PLC, 2010) 1b.) Classical Objective WH Smith is a corporate business encountered in fulfilling market share and current earnings (profit) all in which revolve around the interests of its owners (shareholders). Shareholders control the corporations direction and policies (electing Board of Directors), who in turn select top management whom serve as corporate officers and manage the operations of the firm in the best interest of shareholders. (Damodaran, 2006) Corporate financial theory determines stock price maximisation as the classical objective in decision making. (Damodaran, 2006: p. 11) Once shares are traded and markets are viewed as efficient, the narrowed objective is to maximise shareholder wealth for which translates through the maximisation of share price. Share prices are accessible and observable for judging the performance of a PLC and constantly reflecting company performance. If stock price maximisation is to be a dominant objective, assumptions are made that managers are in fact responsive to the owne rs of the firm. (Damodaran, 2006) Don’t waste time! Our writers will create an original "Ownership And Control Of Wh Smith Plc Finance Essay" essay for you Create order WH Smith shareholders In the UK shareholders typically have ultimate firm control through hiring and firing the board of directors. (Hillier et al, 2010) WH Smith has a diverse shareholder base consisting of no individual/institution controlling the corporation. (Mallin, 2010) The company measures as an independent company ranked as A+ whereby no shareholder exceeds 25% of total ownership. WH Smith gains independence as 75.1% of its shareholders are known making it impossible for unknown shareholders to own 25.1%+. (Fame, 2011) To examine the ownership and control WH Smith pursues, this assignment will focus on the known 95 shareholders identified on Fame whom together hold over 75.1% of shares. This assignment will predominately examine the top 10 of the 95 shareholders. (See table 1) Not only do the top 10 shareholders hold fairly high stakes in the company; the top 6 in particular own a total of 52.9%. This indicates more than half of ownership and control is held by the selected majority. The maj ority are defined as, a group of shareholders who collectively control more than 50% of a corporations outstanding shares. (Besley et al, 2008) The majority top 10 is also illustrated on pie chart (1) where it shows the ownership range from 10.51% to 4.99%. Critically, ownership dispersion can result in powerless shareholders as no individual among them has any appreciable voting power or control. (Leech, 2002) If ownership is too dispersed amongst a high number of small shareholders, a downgrade in corporate governance is evident as little incentive is invested in examining the boards actions. Large shareholders are likely to have more power to monitor management activity thus strengthening corporate governance. (Kostyuk et al, N. D) Since WH Smiths top 10 shareholders are large associates with concentrated power, the company has strong corporate governance since larger stakes encourage better monitoring to ensure shareholder interests are served. WH Smith represents a variety o f foreign shareholders in which may also affect monitoring corporate governance. Fame demonstrates WH Smith is involved with over 10 different countries for which can create problems. (European Central bank, 2008) Foreign companies must comply with the differing regulations on accounting standards, disclosure and transparency and inevitably, with the norms of that countries corporate governance. (Economist, 2001) However, the chosen 10 only consist of shareholders from GB, US and FR. (Fame, 2011) Fortunately GB holds a dominant representation amongst the top 10 thus monitoring is less of an issue. Top 10 WH Smith Shareholders (Table 1) Shareholder Name Country Type Ownership (%) Standard Life PLC GB A 10.51 Affiliated Managers Group US F 10.01 Artemis Strategic Asset Management Limited GB E 9.69 Lloyds Banking Group PLC GB B 9.41 AXA FR A 6.96 Blackrock, Inc. US F 6.32 Total shareholder rate above 50%: 52.9 JP Morgan Chase Co US B 5.75 AXA Financial SA N.A. F 5.48 Jupiter Fund Management PLC GB E 5.31 Employee Share Scheme Trustees N.A. E 4.99 Total shareholder rate:   74.43 A: Insurance Company F: Financial Company E: Mutual Pension Fund/Nominee/Trust/Trustee B: Bank Pie Chart (1) showing the level of ownership amongst Top 10 Shareholders at WH Smith Pie Chart (2) showing the level of ownership in relation to type of Shareholding Company Conflicts of interest and Agency Costs 3a.) Conflicts of interest between Shareholders (Majority Vs Minority) WH Smith is considered a large organisation consisting of various shareholders (individual and institutional) each likely to possess a diverse range of ownership interest. (Damodaran, 2006) Institutional shareholders hold a dominate position amongst the majority as they hold higher stakes in the company thus overpowering the considered minority in decision-making. (Mallin, 2010) Since the majority own 50%+ of equity stake, many companies are controlled by few large top shareholders (WH Smith top 6 shareholders) that generate a powerful voting block where the majority cast votes and control the appointment of directors. (Leech, 2002) Consequently, WH Smith had experienced a critical period during 2004-2005, where management performance was criticised. A specific conflict emerged due to irrational incentive payments proposed by the remuneration committee. One in three WH Smith shareholders rebelled against the boardrooms pay policies by either opposing or abstaining from a vote to approve its remuneration report. (Independent, 2004) Since some shareholders disproved the pay plan, others supported it resulting in a conflict of interest between shareholder views towards fair compensated operations. Around 100 million shareholders backed the groups pay plan, but 34 million voted against it and a further 17 million abstained. (Independent, 2004) With the risk of insufficient voting from all shareholders, WH Smith was exploited to weak corporate governance. Conflicts of interest may arise amongst shareholder companies. Insurance companies and banks often vote with management due to potential business interlinks they wish to pursue. Nonetheless, mutual and pension funds contrast with management as internal benefits are less evident. (Eakins, 1993) Academics argue shareholders tend to follow the Wall Street rule and either vote with managers or sell their stock when policy disagreements occur. (Eakins, 1993) In relation to WH Smith, pie chart (2) illustrates 54% of the top 10 shareholders are insurance and financial companies (including banks) indicating a large % vote alongside managers, whereas mutual and pension funds make up 20%. Such distinctive shareholder interest can generate conflicts of interests throughout board voting. Further potential conflicts are between pension funds themselves. Public funds primary goal is to avoid poor performance, while private funds try to achieve superior performance a fine but very important distinction. (Monks et al, 2008: p 149) Since mutual and pension funds hold the least percentage (20%) in the top 10, the risk of this differing interest is unlikely, particularly since most pension funds are not present in the top 6 of the majority holding 50%+. Therefore their level of ownership and control is minor. 3b.) Conflict of interest between shareholders and Managers Although shareholders are ultimate owners of the company, the day-to-day operations of the business are delegated to the board of directors and managers thus creating an agency relationship. (Hiller et al, 2010) Collectively, shareholders are regarded as outsiders and no one shareholder has the power to influence or control the firm. In effect, the principle hires agents to control and base decision making around shareholder interests. Focussed on maximising stock price and shareholder wealth, corporate finance exposes itself to risks where the possibility of conflicts of interest between shareholders and managers arises for which may obstruct the firms classical objective. Managers interests are known to revolve around job security and firm growth for which allows greater control, corporate power and higher salaries. (Band, 1992) Conversely, shareholders aim to maximise profits through share prices, for which in turn maximises their wealth. (Damodaran, 2006) The separation in owne rship control can create problems known as Agency costs. (Mallin, 2010) Firms incur agency costs to reduce conflict of interest between principle and agent. (Baker et al, 2005) Theoretically, shareholders are assumed to have the power to discipline and replace individuals in management level who do not achieve shareholder interests. (Damodaran, 2006) This is known as a proxy fight (Hillier et al, 2010). In relation to WH Smith, such power is exercised through their Annual General Meeting (AGM) whereby shareholders assess, evaluate and monitor management performance. A further mechanism is through the board of directors whose duties are to ensure managers serve shareholder interests and achieve the corporations classic objective. In return the board is kept informed of the views and concerns of major shareholders for any decisions made on election/re-election. (WH Smith, 2010) WH Smith presented a rapid decrease in share prices during 2004 to late 2005 straining shareholder wea lth and reduced the value of the firm. It can be assumed the various conflict of interests proposed in this assignment were provoked throughout this period. Coincidently, a change of management was also reported whereby former board member Richard Handover (whom was Chief Executive Officer since 1997) was appointed to take over Martin Taylors position as Chairman as the latter retired due to ill-health. Assumingly, this replacement enforced a positive impact on share price as figures on graph (1) show an increase from 290.03 to 366.00 for which inconsistently improved until late 2008. In relation to the classical objective on share price maximisation, the best-case scenario of a conflict free corporation is when managers of a firm put aside personal interests and instead maximise shareholder interest. (Damodaran, 2006) Since shareholders consign their interests to managers, they expect positive results. Theoretically, this commitment may occur due to the intimidated nature sharehold ers uphold since they have control to replace management if unimpressed. (Damodaran, 2006) For example, in 2003, the previous Chief Executive Officer (CEO) of WH Smith was sacked within the weeks after a disappointing Christmas performance (BBC News, 2004) to fulfil shareholder interest. Statements clarified that there has been strong shareholder criticism of executive performance. (BBC News, 2004) Astonishingly, the newly appointed Handover was referred for re-election as statements verified Mr Handover has come under fire for disappointing trading as votes were adamant for an earlier leave. (Telegraph, 2004) Since the Chairman ensures the interests of shareholders are actively met, one can assume the fluctuated share price performance may be due to a disappointing effort in serving shareholder interest. Furthermore, directors do not necessarily spend productive time on their fiduciary duties; mainly due to other commitments served in different corporate boards. (Damodaran, 2006 ) For example, Handover was also Chairman of the Remuneration committee at Royal Mail PLC group. (Bloomberg, 2011) Moreover, studies found that many directors hold small equity stakes in their corporations. Therefore, many find it difficult to empathise with the dilemma of shareholders when share prices decrease. (Damodaran, 2006) Managements ownership of shares is predicted to positively affect firm value (Band, 1992) as its assumed they will be motivated to increase share value. Unfortunately, WH Smith fails to follow this since its current Chairman Robert Walker holds only 0.02% of ownership whereas CEO Kate Swann holds even less. In fact, some argue, although the CEO was given 141,000 shares once joined, she had not spent any of her own cash on buying shares. So she has no faith in the company? (Independent, 2004) Additionally, WH Smith sales were reported as unacceptable during its critical period as the company revealed exceptional operational costs for which strained the f irms profit. Swann clarified the companys cost base was to be materially reduced. (BBC News, 2004). Corporate theorists suggest the board of directors are the insider body that represent the authentic owners and who should ensure all operations within the business are carried out in the best interests of shareholders. As such, shareholders do not appreciate excessive corporate expenditure (Hillier, 2010) especially if resulting in share price reduction. WH Smith managers acted towards their own desires by strengthening management levels and improving store image (BBC News, 2004) resulting in decisions that made managers better off at the expense of shareholders presenting a direct from of agency cost. (Damodaran, 2006) Although graph (1) entails a fluctuated performance it also illustrates an improved increase through its variations since share prices increased from 366.00 in 2005 to 448.20 in early 2009. In 2004 the CEO was typically appointed through the standard procedure of t he UKs corporate governance whereby the majority casted votes and appealed Swann as WH Smiths next potential. Being CEO for 8 years, Kate Swann has won plenty of fans amongst shareholders (This is money, 2010). The CEO is the most senior manager and in ultimate control of the day-to-day business operations. Since this position plays a crucial role, Swann is evidently targeting shareholder interests whilst reducing conflict between shareholder and management. 3c.) Minimising conflict of interest Since potential conflicts can arise, shareholders often issue incentives to encourage management to act on their best interest. One way to minimise conflict of interest is through managerial compensation (Hillier, 2010) in particular, cash bonuses. In 2010 the company increased both executive cash bonuses under the Annual bonus plan. The CEO is given the chance to earn an additional 200% of the basic salary and the Financial Director 130%. (WH Smith, 2010) This shows a balanced incentive for managers to principally keep shareholder interest in mind. In turn, an effective remuneration committee (non-executives) are able to conquer payment packages (base and bonus) to align performance level better with the interests of shareholders. As a result, managerial compensation will remain efficient in the long run, motivating managers to maintain positive performance in order to maximise total salary whilst minimising conflict of interest. To assess the extent pay incentives work in alig ning management performance with shareholder interest, an accurate analysis is measured through the Total Shareholder Return (TSR) rather than dividends per share and capital gain since TSR measures shareholder wealth. Since WH Smith consists of only 2 executives, I looked at CEO and Finance Director Base and total (Base + Bonus) remuneration % change against the companys TSR. TSR % = (Stock price end of period Stock price start of period) + Dividends per share Stock price start of period WHSmith PLC TSR Date Close Open Dividends 31/08/2010 407.60 405.00 19.4 01/09/2009 438.70 448.20  28/08/2009 441.10 447.50 16.7 01/09/2008 391.25 380.50  29/08/2008 385.00 378.50 14.3 03/09/2007 410.00 406.20  31/08/2007 409.50 403.50 11.8 01/09/2006 367.50 350.00  31/08/2006 340.00 345.71 9.3 01/09/2005 366.50 369.00  31/08/2005 369.00 366.00 13.7 02/01/2004 245.00 215.00  Date TSR 2004-2005 78% 2005-2006 -5.34% 2006-2007 20.4% 2007-2008 -1.7% 2008-2009 20.32% 2009-2010 -4.73% Graph (2) illustrates a correlation between share price and TSR indicating that as share price drops, shareholder wealth is also at risk. For example, as WH Smiths share price decreased during early 2005/06, this reflected in TSR. The fluctuations presented on graph (1) also correlate with the variations in TSR thus supporting the concept that managerial decisions can have an effect on shareholder wealth. Managerial compensation is frequently connected to financial performance. Thus it is interesting to see if pay incentives propose an influence on managerial performance. Monitoring what management does is a major practice in reducing conflict. Graphs (3-6) illustrate the % change in base and total salary in relation to TSR amongst both executives. However, pay adjustments will not be made until after the previous years performance is known. Thus for an accurate representation for the related correlation between salary and TSR I decided to also show an adjustment for both execut ives base and total remuneration by TSR year n+1. (See graph 4 and 6) Therefore, a decent correlation between TSR and executives is noticeable. In particular, the total remuneration illustrates a clearer correlation and this shall be explained in more detail below. (See graph 5 and 6 for year n+1) In 2007/08 graph (6) shows a fall in TSR along with the CEOs total remuneration. This indicates that as shareholder wealth decreases, CEO is punished since her bonus decreased. In fact, in 2008 her total salary was reduced from  £1,453,000 to  £1,421,000. (WH Smith PLC, 2010) As TSR increased again in 2008/09, CEO total salary dropped even further. One can assume the inconsistent fluctuations over time may have provoked shareholders to decrease CEO compensation since a stable increase is not maintained. On the other hand, in 2008/09, graph (6) illustrates a rapid fall in total Finance Directors pay. Explaining this drop, in 2008 Alan Stewart was replaced by Robert Moorhead whom is t he current Finance director of WH Smith. One can assume that Moorheads level of experience may not have been as advance resulting in total salary reduction until earned. Nonetheless, as TSR rose in 2009, the Financial Directors total remuneration also showed a positive correlation. Graph (7) illustrates a sincere overall correlation of both executives combined to demonstrate the relationship of base and total when compared against TSR year n+1 presenting an accurate correlation. Despite the fall in managerial performance during 2005/06, WH smith has successfully improved the quality of its remuneration as both, total and base indicate a positive alignment with TSR. As TSR decreased in 2007/08 both Base and Total remuneration fell in 2008/09. Once TSR picked up again in 2008/09, Base and Total also increased the year after in 2009/10. Not only does this indicate that managerial compensation positively reflects financial performance, it also signifies that WH Smith has managed to a lign managerial performance along with shareholder interests thus minimising agency problem. However, in 2005 the company experienced turbulence in its remuneration scheme since a slight agency cost is demonstrated particularly for total remuneration. As mentioned, a large number of shareholders criticised the companys pay plan during 2004/05. One can assume the majority whom voted for better remuneration were successful since the agency cost used, resulted in a better performance in the remuneration committee for the following years. The remuneration committee are principally responsible over managerial salary. They have shareholder interest at heart and have conquered an effective strategy in controlling managerial performance as they are able to punish if interests are not met and reward when owners are satisfied with management targets. Nonetheless, if the remuneration committee are not using pay effectively to attain positive performance, shareholders have the power and cont rol to dismiss the committee and elect members whom target shareholder interest. Overall, managers who are successful in pursuing shareholder interests will be in greater demand within the labour market and thus receive higher salaries. Balance of power Shareholders Managers In conclusion, the balance of power at WH Smith lies with shareholders since they uphold the major control of hiring and firing board members whom fail to fulfil their interests. The remuneration committee are a suitable example in serving shareholder interest as managerial compensation is determined accurately on the basis of performance. However, the various conflicts of interest proposed indicate that shareholders lack the full control specified in theory. In practice, managers exerted control over shareholders as they incurred exceptional direct agency costs. This left shareholders at the expense of managers indicating an agency problem. Overall, WH Smith practices the UK Combined Code of corporate finance as managerial positions are segregated ensuring no individual has excessive power over shareholders. Todays corporate governance consists of smaller boards as WH Smith shows with 2 executives and 5 non-executives. A study on corporate governance found the average board has a five to one ratio of independents to non-independents. (Hembrock, 2010) Since WH Smith have a small ratio of executives compared to non-executives the risk of management empowering is unlikely. Financial Market Theoretically, financial markets are regarded as efficient as managers are assumed to convey information honestly and truthfully. In turn, financial markets judge the true value of the corporation, in this case through share price. Not only does WH Smith present general company information available on sources such as FTSE, Fame, annual reports and other financial databases to measure performance, its visibility slightly increased during its critical period when the companys corporate governance performance was announced through online newspaper articles (media) in 2004/05. To some extent WH Smith constitutes efficiently as its available bad news correlates with the affairs taken place during that period. However, an organisation that responds quickly to a bad situation Can culminate very quickly into a bad storm of press. (Ipranet, 2010) There is no guarantee that free available information constitutes to an efficient financial market since managers are able to control the informa tion by delaying the release of bad news. Although WH Smiths severe fall was in 2004, its first signs of share price reduction happened in 2001. The available information presenting 3 years of critical performance was only just announced in 2004/05 when share prices increased. If bad news was constantly announced during 2001-2005 the companys reputation would be severely damaged whilst jeopardising its financial implications in the long-term. Although WH Smith was reluctant to bad press in the past, today the company has managed to redeem itself and reduce its level of visibility in which encourages better performance by managers in the long-run. (Damodaran, 2006) References Baker, H. K Powell, G. E. 2005: Understanding financial management: A practical guide. UK: Blackwell Publishing. Band, D. 1992: Corporate governance: Why agency theory is not enough. European management journal, 10: pp. 453-459. BBC News (14/10/2004) WH Smith plunges into the red. Available online at: https://news.bbc.co.uk/1/hi/business/3741684.stm (Assessed: 08/03/11) BBC News (19/04/2004) Rapid evolution needed at WH Smith. Available online at: https://news.bbc.co.uk/1/hi/business/3639767.stm (Assessed: 10/03/11) Besley, S. Brigham, E. F. 2008: Essentials of managerial finance. US: Alex Von Rosenberg. Bloomberg Business week (2011): Richard Handover CBE. Available online at: https://investing.businessweek.com/businessweek/research/stocks/people/person.asp?personId=1227375ticker=AXN:USpreviousCapId=670064previousTitle=Lloyds%20Banking%20Group%20plc (Assessed: 12/03/11) Damodaran A. (2006): Applied Corporate Finance: A Users Manual. New York: John Wiley Sons, Ltd. Eakins, S. 1993: Institutional Investor Support of Managers: An Investigation of Tender Offers. Quarterly Journal of Business and Economics, 32: pp. 75-84. Economist (03/05/2001): The spread of share ownership will affect company management too. 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Monks, R and Minow, N. 2008: Corporate Governance. West Sussex.: John Wiley Sons Ltd. Telegraph (30/06/2003) Taylor to join Handover at WH Smith exit. Available online at: https://www.telegraph.co.uk/finance/2856404/Taylor-to-join-Handover-at-WH-Smith-exit.html (Assessed: 09/03/11) Telegraph (26/01/2004) WH Smith Chairman may step down early. Available online at: https://www.telegraph.co.uk/finance/2875079/WH-Smith-chairman-may-step-down-early.html (Assessed: 11/03/11) This is money (24/11/2004) New boss set for WH Smith challenge. Available online at: https://www.thisismoney.co.uk/news/article.html?in_article_id=395845in_page_id=2 (Assessed: 10/03/11) This is money (07/06/2010) How WH Smith became our least-favourite store. Available online at: https://www.thisismoney.co.uk/markets/article.html?in_article_id=505817in_page_id=3 (Assessed: 14/03/11) WH Smith PLC (2010): History of WH Smith. Avai lable online at: https://www.whsmithplc.co.uk/about_whsmith/history_of_whsmith/ (Assessed: 27/02/11) WH Smith PLC (2010): Annual report and accounts 2010. Available online at: https://www.whsmithplc.co.uk/docs/reports/WHS_AR_2010_Final1.pdf (Assessed: 25/02/11) WH Smith PLC (2011): Notice of WH Smith PLC: Annual general meeting. Available online at: https://www.whsmithplc.co.uk/docs/WHS_NOM_8pg_FAW_Final3%281%29.pdf (Assessed: 06/03/11)