审计学英文教学课件：Chapter 4 Corporate governance

1、Chapter 4Corporate governance1Lecturer 陈丹2案例经营业绩不影响高管薪酬宝钢股份，是知名央企宝钢集团旗下的一家A股上市公司，该公司在2013年实现净利润58.18亿元，较2012年的103.86亿元同比下滑43.98%。然而包括公司代理董事长戴志浩、副总经理李永祥等8位高管的2013年薪酬却仍然达到100万元以上。对一家业绩连续出现亏损，身处退市边缘的上市公司来说，其高管的年薪应该是多少钱呢？*ST新材给出的答案是77.59万元！继2012年曝出10.39亿元的亏损之后，*ST新材2013年再度出现11.06亿元的亏损，如果2014年的业绩继续亏损，*ST

2、新材将会被交易所施以暂停上市处理。然而，就是这样一家基本面极其糟糕的上市公司，其董事王建军、黄继却在2013年分别领取了高达77.59万元和71.06万元的年薪。4Topic listSeparation of ownership from mgt- information asymmetry AGM occurs once a year and often attendance is low, which is the only opportunity for shareholders to raise concerns.Shareholders need to ensure that th

3、eir needs are taken into account by management, and that there is a process in place for them to be informed as to how the business is operating.5Origin of corporate governance The system by which companies are directed and controlled.6Definition of corporate governance According to the UK Corporate

4、 Governance Code the purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management that can deliver the long-term success of the company.Ensures that management act in the best interest of the company and its stakeholders.Ensure that every stakeholder is not disa

5、dvantaged.Ensure that talented individuals are rewarded at appropriate levels for their effort and skills.7Objectives of corporate governance One-tier or two-tier board?Internal auditor? 8Structure of corporate governance 董事会模式的分类单层制董事会，单层制的董事会由执行董事和独立董事组成混合的董事会模式，这种董事会模式是股东导向型的，也称为盎格鲁撒克逊治理模式。 双层制董事

6、会，由一个地位较高的董事会（监事会）监管一个代表相关利益者的执行董事会。这种董事会模式是社会导向型的，也称为欧洲大陆模式。它建立在“共同决定”原则基础之上，并以监督职能为中心构建董事会。二元制模式，或者说日本模式，特指在日本公司的治理结构。该模式是内部人主导的董事会模式。股 东 大 会董 事 会经 理 层审计委员会执行委员会薪酬委员会提名委员会图1 单层董事会模式(美国英国) 公司治理结构 单层董事会模式(美国英国) 在美国和英国，证券市场在资源配置上起着极为重要的作用。特点:(1)股权高度分散，导致“弱股东，强管理层”；(2)“一元制”治理结构，不设监事会；(3)董事会主要由外部董事担任；股

7、票期权为主要激励方式；(4)外部控制权市场体系,兼并对管理层的约束。工 会股东大会监事董事会管理董事会提名委员会审计委员会薪酬委员会预算委员会图2 双层董事会模式(法德模式) 公司治理结构 双层董事会模式(法德模式) 在以德国、法国为代表的欧洲大陆国家和亚洲的日本，银行业控制了企业部门的资源配置。公司的股权主要由机构股东包括银行和非银行的金融中介机构集中持有,这些机构投资者之间又进行复杂的交叉持股;同时,主银行既拥有公司的大量股权,还持有公司的大量债权。因此,这种银行主导型治理模式更强调大股东和大债权人的监管作用。融资是“股权+债权”。 特点:(1)股权相对集中且流动性低，银行有较大的公司治理

8、权；(2)法人持股和法人交叉持股;(3)“两会制”式的“二元制”治理结构;监事会任命董事会，并向监事会报告工作；大股东在监事会占重要席位；(4)外部市场衰落，主要依靠内部约束机制;(5)高层管理人员收入不与股价挂钩:股份不能转让，很少有期权激励。股 东 大 会提名委员会审计委员会薪酬委员会预算委员会监 事 会董 事 会图3： 二元单层董事会模式(日本中国) 公司治理结构OECDUK Corporate Governance Code15Rules & Guidance of corporate governance Code of best practice-OECDObjective-ens

9、ure the basis for an effective corporate governance frameworkRights of shareholders and key ownership functionsEquitable treatment of shareholdersRole of stakeholders in corporate governanceDisclosure and transparency Responsibilities of the board16Rules & Guidance of corporate governance Code of be

10、st practice - UK Corporate Governance Code (London Stock Exchange)Developmentthe Cadbury Committee, 1991the Greenbury Committee, 1995the Hampel Committee, 1995the Turnbull committee, 199917Rules & Guidance of corporate governance Principles of Combined CodeProper constitution and effectiveness of th

11、e boardProper arrangement for the remuneration of directorsProper accountability and auditProper mechanisms for shareholder relationsRevise code of Combined Code - UK Corporate Governance Code, published in May 2010(textbook P39-40)18Rules & Guidance of corporate governance 19Past Exam QuestionsJune

12、 14 Q4bDec 11 Q4bJune 06 Q3June 05 Q4Required:Describe SIX corporate governance weaknesses faced by Serena VDW Co and provide recommendations to address each weakness, to ensure compliance with corporate governance principles. (12 marks)20 Dec 2011 Q4b21WeaknessRecommendationThe board is comprised o

13、f four executives and two non-executive directors. Serena VDW Co should consider recruiting and appointing additional two non-executive directors. Then At least half of the board is comprised of non-executive directors. A individual or group of individuals dominates the boards decision-making, which

14、 is not in the best interest of the stakeholders of the company.22WeaknessRecommendationThe finance director is the only member of the board who reviews the financial statements and budgets. The finance director should produce financial information and budgets and present this to either the audit co

15、mmittee or the full board. The board as a whole is not presented with an understandable assessment of Serena VDW Cos financial position and prospects, which is harmful for the board to make informed business decisions.23WeaknessRecommendationThe chief executive officer, Daniel Brown, set up the audi

16、t committee .The whole board of directors makes collective decision on appointing appropriate non-executives to be members of the audit committee.The members of the audit committee are determined by the CEO alone. Then they may be inappropriate, such as they may be not non-executive directors.24Weak

17、nessRecommendationThe audit committee is comprised of two executives, the CEO and the finance director. The CEO and the finance director should resign from the committee. Serena VDW Co should appoint additional two non-executives, then they should be invited to sit on the audit committee as well.The

18、 audit committee is not independent of these executive directors. Hence it could not discharge its duties well, such as it will not criticize the poor quality of financial reporting for which the financial director is responsible. 25WeaknessRecommendationThe chairman of Serena VDW Co, Daniel Brown,

19、is both the chairman and chief executive. There is not a clear division of responsibility at the head of the company and one individual would have unrestricted levels of decision-making, which can lead to an abuse of power.The roles of chairman and chief executive should be split and not performed b

20、y the same individual. Daniel Brown should remain as chief executive, but one of the non-executives should be appointed as chairman who is ideally an independent one.26WeaknessRecommendationThe task of appointing and remunerating the external auditors is undertaken by the chairman and the finance di

21、rector. The auditors may feel that if they do not provide an unmodified audit opinion then they could be removed.The audit committee should have primary responsibility in appointing the auditors and in setting their remuneration.27WeaknessRecommendationIn order to reduce costs, Serena VDW Co has not

22、 established an internal audit function. Where there is no internal audit function, there will be a lack of assessing and monitoring internal control policies and procedures. Then the IC could be weak.Further consideration should be given to establishing an internal audit function. Both costs and be

23、nefits should be considered, as it is not sufficient to solely consider cost savings. 28WeaknessRecommendationThe remuneration for the directors is set by the finance director and chairman. Thus the finance director and the CEO and chairman are involved in setting their own remuneration, which may r

24、esult in excessive levels of pay being set.There should be a fair and transparent policy in place for setting remuneration levels. The remuneration committee could perform this role.29WeaknessRecommendationExecutive remuneration is comprised of a salary and annual bonus. This remuneration police wou

25、ld motivate the directors to focus on the short-term growth of the business, which is opposite to maximising shareholders wealth.The remuneration of executives should be restructured to include a significant proportion aimed at long-term company performance. Perhaps they could be granted share optio

26、ns, as this would help to move the focus to the longer term.30WeaknessRecommendationNo member of the board of directors has been subject to re-election by shareholders for over five years. The composition of the board of directors or the qualification of the directors may be inappropriate. Consequen

27、tly, the board will be out of action.The directors should be subject to re-election by the shareholders at regular intervals not exceeding three years.At the current years AGM it should be proposed that a number of the directors are subject to re-election. The remaining directors could then be subje

28、ct to re-election next year.31COMMON MISTAKES Identify the weaknesses rather than describe them Describe the weakness as “this is not allowed under corporate governance rules” Suggest that the auditors remuneration should be proposed by the remuneration committee“ Phrase recommendations as statement

29、s, such as, “corporate governance says that chairman and chief executive should be separate” which does not explain what Serena VDW Co should now do to resolve this issue.Extract from June 06 Q3: “Mr Sheppard is the Chief Executive Officer and board chairman of SGCC.”Required:Write a memo to Jumper

30、& Co which:(a) Explains why SGCC does not meet international codes of corporate governance(b) Explains why not meeting the international codes may cause a problem for SGCC and (c) Recommends any changes necessary to implement those codes in the company. (20 marks)3233CEO and ChairmanMr Sheppard is b

31、oth CEO and chairman of SGCC. Corporate governance indicates that the person responsible for running the company (the CEO) and the person responsible for controlling the board (the chairman) should be different people. Mr Sheppard has unrestricted powers of decision.I recommend that Mr Sheppard is e

32、ither the CEO or the chairman and that a second individual is appointed to the other post to ensure that Mr Sheppard does not have too much power in SGCC.34Audit committeeSub-committee of the boardAt least 3, or in the case of smaller companies, 2 NEDs. No ED.Board chairman should not chair the audi

33、t committee.Board chairman could be a member of the audit committee in smaller companies, provided he is an independent NED.At least one member has recent and relevant financial experience.35CompositionWhen a company cannot easily find NED, it should not have an audit committee.TrueFalse36BAudit com

34、mittee37Roles/Functions/Advantages(textbook P43)What to focus on?FSQualityICExistence and effectivenessWhom to help?FDIssues of concernNEDIndependent advice to boardIAIndependence from mgtDisputes between IA and mgtEANomination and remunerationIndependence issues Disputes between EA and mgtCommunica

35、tion channel for EA and IAshareholdersConfidence in the credibility of FSAudit committeeThe ED may not understand the purpose of an audit committee and may perceive that it detracts from their authority.There may be difficulty selecting sufficient NED with the necessary competence in auditing.Formal

36、ised reporting procedure may dissuade the auditors from raising matters of judgement and limit them to reporting only on matters of fact.Cost may be increased.38Disadvantages39Past Exam QuestionJune 2009 Q4bExtract from June 2009 Q4b: “Conoy Co is not listed The board are considering a significant expansion of the company. However, the companys bankers are concerned with the standard of financial reporting” Required:Discuss the benefits to Conoy Co of forming an audit committee. (12 marks)4041Best practice of corporate governance / new bank loan obtained easierConoy Co des not need