(c) Critically evaluate Vincent Viola’s view that corporate governance provisions should vary by country.(8 marks)
(c) Critically evaluate Vincent Viola’s view that corporate governance provisions should vary by country.
(8 marks)
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3 At a recent international meeting of business leaders, Seamus O’Brien said that multi-jurisdictional attempts toregulate corporate governance were futile because of differences in national culture. He drew particular attention tothe Organisation for Economic Co-operation and Development (OECD) and International Corporate GovernanceNetwork (ICGN) codes, saying that they were, ‘silly attempts to harmonise practice’. He said that in some countries,for example, there were ‘family reasons’ for making the chairman and chief executive the same person. In othercountries, he said, the separation of these roles seemed to work. Another delegate, Alliya Yongvanich, said that theroles of chief executive and chairman should always be separated because of what she called ‘accountability toshareholders’.One delegate, Vincent Viola, said that the right approach was to allow each country to set up its own corporategovernance provisions. He said that it was suitable for some countries to produce and abide by their own ‘verystructured’ corporate governance provisions, but in some other parts of the world, the local culture was to allow whathe called, ‘local interpretation of the rules’. He said that some cultures valued highly structured governance systemswhile others do not care as much.Required:(a) Explain the roles of the chairman in corporate governance. (5 marks)
(c) Mr Cobar, the chief executive of SHC, has decided to draft two alternative statements to explain both possibleoutcomes of the secrecy/licensing decision to shareholders. Once the board has decided which one to pursue,the relevant draft will be included in a voluntary section of the next corporate annual report.Required:(i) Draft a statement in the event that the board chooses the secrecy option. It should make a convincingbusiness case and put forward ethical arguments for the secrecy option. The ethical arguments shouldbe made from the stockholder (or pristine capitalist) perspective. (8 marks)(ii) Draft a statement in the event that the board chooses the licensing option. It should make a convincingbusiness case and put forward ethical arguments for the licensing option. The ethical arguments shouldbe made from the wider stakeholder perspective. (8 marks)(iii) Professional marks for the persuasiveness and logical flow of arguments: two marks per statement.(4 marks)
(ii) Evaluate the relative advantages and disadvantages of Chen’s risk management committee beingnon-executive rather than executive in nature. (7 marks)
4 At an academic conference, a debate took place on the implementation of corporate governance practices indeveloping countries. Professor James West from North America argued that one of the key needs for developingcountries was to implement rigorous systems of corporate governance to underpin investor confidence in businessesin those countries. If they did not, he warned, there would be no lasting economic growth as potential foreign inwardinvestors would be discouraged from investing.In reply, Professor Amy Leroi, herself from a developing country, reported that many developing countries arediscussing these issues at governmental level. One issue, she said, was about whether to adopt a rules-based or aprinciples-based approach. She pointed to evidence highlighting a reduced number of small and medium sized initialpublic offerings in New York compared to significant growth in London. She suggested that this change could beattributed to the costs of complying with Sarbanes-Oxley in the United States and that over-regulation would be thelast thing that a developing country would need. She concluded that a principles-based approach, such as in theUnited Kingdom, was preferable for developing countries.Professor Leroi drew attention to an important section of the Sarbanes-Oxley Act to illustrate her point. The keyrequirement of that section was to externally report on – and have attested (verified) – internal controls. This was, sheargued, far too ambitious for small and medium companies that tended to dominate the economies of developingcountries.Professor West countered by saying that whilst Sarbanes-Oxley may have had some problems, it remained the casethat it regulated corporate governance in the ‘largest and most successful economy in the world’. He said that ruleswill sometimes be hard to follow but that is no reason to abandon them in favour of what he referred to as ‘softer’approaches.(a) There are arguments for both rules and principles-based approaches to corporate governance.Required:(i) Describe the essential features of a rules-based approach to corporate governance; (3 marks)
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John Pentanol was appointed as risk manager at HZ Company a year ago and he decided that his first task was to examine the risks that faced the company. He concluded that the company faced three major risks, which he assessed by examining the impact that would occur if the risk were to materialise. He assessed Risk 1 as being of low potential impact as even if it materialised it would have little effect on the company’s strategy. Risk 2 was assessed as being of medium potential impact whilst a third risk, Risk 3, was assessed as being of very high potential impact.When John realised the potential impact of Risk 3 materialising, he issued urgent advice to the board to withdraw from the activity that gave rise to Risk 3 being incurred. In the advice he said that the impact of Risk 3 was potentially enormous and it would be irresponsible for HZ to continue to bear that risk.The company commercial director, Jane Xylene, said that John Pentanol and his job at HZ were unnecessary and that risk management was ‘very expensive for the benefits achieved’. She said that all risk managers do is to tell people what can’t be done and that they are pessimists by nature. She said she wanted to see entrepreneurial risk takers in HZ and not risk managers who, she believed, tended to discourage enterprise.John replied that it was his job to eliminate all of the highest risks at HZ Company. He said that all risk was bad and needed to be eliminated if possible. If it couldn’t be eliminated, he said that it should be minimised.(a) The risk manager has an important role to play in an organisation’s risk management.Required:(i) Describe the roles of a risk manager. (4 marks)(ii) Assess John Pentanol’s understanding of his role. (4 marks)(b) With reference to a risk assessment framework as appropriate, criticise John’s advice that HZ shouldwithdraw from the activity that incurs Risk 3. (6 marks)(c) Jane Xylene expressed a particular view about the value of risk management in HZ Company. She also said that she wanted to see ‘entrepreneurial risk takers’.Required:(i) Define ‘entrepreneurial risk’ and explain why it is important to accept entrepreneurial risk in businessorganisations; (4 marks)(ii) Critically evaluate Jane Xylene’s view of risk management. (7 marks)
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问答题People should be realistic rather than romantic in order to live a better life. Write a composition of about 400 words on the following topic, expressing your view on this. ROMANTIC OR REALISTIC In the first part of your writing you should present your thesis statement, and in the second part you should support the thesis statement with appropriate details. In the last part you should bring what you have written to a natural conclusion or a summary. Marks will be awarded for content, organization, grammar and appropriateness. Failure to follow the above instructions may result in a loss of marks.
单选题请阅读 Passage 1, 完成第 21~25小题oPassage 1Europe is not a gender-equality heaven. In particular, the corporate workplace willnever be completely family-friendly until women are part of senior managementdecisions, and Europe ' s top corporate-governance positions remain overwhelminglymale. Indeed, women hold only 14 percentof positions on European corporate boards. The Europe Union is now consideringlegislation to compel corporate boards to maintain a certain proportion ofwomen-up to 60 percent. This proposedmandate was born of frustration. Last year,Europe Commission Vice President Viviane Reding issued a call to voluntaryaction. Reding invited corporations tosign up for gender balance goal of 40 percent female board membership. But her appeal was considered a failure: only24 companies took it up. Do we need quotas to ensure that women cancontinue to climb the corporate ladder fairly as they balance work and family?Personally, I don't likequotas, Reding said recently. But I like what the quotas do. Quotas get action: they open the way to equality and they break throughthe glass ceiling, according to Reding, a result seen in France and othercountries with legally binding provisions on placing women in top businesspositions. I understand Reding's reluctance-and herfrustration. I don't like quotas either;they run counter to my belief in meritocracy, governance by the capable. But, when one considers the obstacles toachieving the meritocratic ideal, it does look as if a fairer world must betemporarily ordered. After all, four decades of evidence has nowshown that corporations in Europe as well as the US are evading themeritocratic hiring and promotion of women to top positions-no matter how much soft pressure is put upon them. When women do break through to the summit ofcorporate power-as, for example, Sheryl Sandberg recently did at Facebook-theyattract massive attention precisely because they remain the exception to therule. Ifappropriate pubic policies were in place to help all women-whether CEOs ortheir children's caregivers-and all families, Sandberg would be no morenewsworthy than any other highly capable person living in a more just society.In the European corporate workplace, generallyAwomen take the leadBmen have the final sayCcorporate governance is overwhelmedDsenior management is family-friendly