Acca p1

Professional Accountant
Paper P1
Course Notes
ACP1CN08(J)
P1 Professional Accountant
Step 1 Learning Phase Study Programme
Page
Introduction to the paper and the course................................................................................................................. 4
1
2
3
The scope of corporate governance............................................................................................................... 9

Approaches to corporate governance .......................................................................................................... 23
Corporate governance practice and reporting .............................................................................................. 35
End of Day 1 refer to Course Companion for

4
5
6
7
8
9
Home Study
Progress test 1
Internal control systems................................................................................................................................ 49

Internal audit................................................................................................................................................. 57
Business risks .............................................................................................................................................. 67
Risk assessment .......................................................................................................................................... 77
Controlling risk.............................................................................................................................................. 85
Information requirements and reporting ....................................................................................................... 93
Home Study
Progress test 2
Course exam 1
10
11
12
Ethics and the public interest...................................................................................................................... 101

Ethics and professional practice................................................................................................................. 111
Social and environmental issues ................................................................................................................ 125
Home Study
Progress test 3
Course exam 2
13
14
15
Answers to Lecture Examples .................................................................................................................... 135

Question and Answer bank ........................................................................................................................ 151
Appendix A: Pilot Paper questions ............................................................................................................. 173
Step 2 Practice and Revision Phase

BPP provides a range of revision courses and materials to support this important phase of your studies in which
you develop your exam skills.
Step 3 Rehearsal phase

For that vital final rehearsal BPP offers Question Day Courses and Final Mocks with online debrief.
INTRODUCTION
Introduction to Paper P1 Professional Accountant

Overall aim of the syllabus
To apply relevant knowledge, skills and exercise professional judgement in carrying out the role of the
accountant relating to governance, internal control, compliance and the management of risk within an
organisation, in the context of an overall ethical framework.
The syllabus
The broad syllabus headings are:
A
B
C
D
E
Governance and responsibility

Internal control and review
Identifying and assessing risk
Controlling risk
Professional ethics and values
Main capabilities
On successful completion of this paper, candidates should be able to:
Define governance and explain its function in the effective management and control of organisations and of
the resources for which they are accountable;
Evaluate the professional accountants role in internal control, review and compliance;
Explain the role of the accountant in identifying and assessing risk;
Control and mitigate risk;
Demonstrate the application of professional values and judgement through an ethical framework that is in
the best interests of society and the profession, in compliance with relevant professional codes, laws and
regulations.
Links with other papers

Professional
Papers
Online ethics
module
Professional
Accountant (P1)
Audit & Assurance

(F8)
Accountant in
Business (F1)
This diagram shows where direct (solid line arrows) and indirect (dashed line arrows) links exist between this
paper and other papers that may precede or follow it.
The Professional Accountant syllabus assumes some of the knowledge acquired in papers F1 Accountant in
Business but develops and applies this further and in greater depth. There is also the presumption that students
will have completed the online ethics module. The ACCA consider Paper P1 Professional Accountant to be the
gateway paper to Professional level studies, as it provides valuable information for all other papers.
INTRODUCTION
Assessment methods and format of the exam

Examiner: David Campbell
The examination is a three-hour paper, with 15 additional minutes allowed at the start of the exam for reading
and planning. It will be entirely discursive and some questions will adopt a scenario/case study approach.
Format of the Exam
Marks
The paper is divided in to two sections

Section A
This ONE question is compulsory and MUST be attempted
50
This question is based on a detailed scenario, which provides a context for the
answer to be applied to. The question will be sub-divided into several
requirements, which could cover any number of parts of the syllabus in an
integrative approach.
Section B
TWO optional questions from a choice of THREE are to be attempted
2 x 25
Each question will have its own small scenario; therefore all answers must
apply knowledge in context. Each question will be sub-divided into several
requirements; there were three in each question in the pilot paper.
Questions will be drawn from any part of the syllabus, but each one is likely to
focus on one or two specific areas in detail.
100
INTRODUCTION
Course Aims
Achieving ACCA's Study Guide Outcomes
A
Governance and responsibility
A1 The scope of governance
Chapter 1
A2 Agency relationships and theories
Chapters 1 & 2
A3 The board of directors
Chapter 3
A4 Board committees
Chapter 3
A5 Directors remuneration
Chapter 3
A6 Different approaches to corporate governance
Chapter 2
A7 Corporate governance and corporate social responsibility
Chapter 10
A8 Governance reporting and disclosure
Chapter 3
Internal control and review
B1 Management control systems in corporate governance
Chapter 3
B2 Internal control, audit and compliance in corporate governance
Chapter 4
B3 Internal control and reporting
Chapter 4
B4 Management information in audit and internal control
Chapters 5 & 9
Identifying and assessing risk
C1 Risk and risk management process
Chapter 6
C2 Categories of risk
Chapter 6
C3 Identification, assessment and measurement of risk
Chapter 7
Controlling risk
D1 Targeting and monitoring risk
Chapter 8
D2 Methods of controlling and reducing risk
Chapters 7 & 8
D3 Risk avoidance, retention and modelling
Chapter 7
INTRODUCTION
Professional ethics and values
E1
Ethical theories
Chapter 10
E2
Different approaches to ethics and social responsibility
Chapter 10
E3
Professions and the public interest
Chapter 10
E4
Professional practice and codes of ethics
E5
Conflicts of interest and the consequences of unethical behaviour
Chapter 11
Chapter 11
E6
Ethical characteristics of professionalism
Chapter 11
E7
Social and environmental issues in the conduct of business and of ethical behaviour
Chapter 12
INTRODUCTION
Learning Phases - Classroom tuition and Home study

Your studies for BPP consist of two elements, classroom tuition and home study.
Classroom tuition
In class we aim to cover the key areas of the syllabus. To ensure examination success you will to spend private
study time reinforcing your classroom course with question practice and reviewing areas of the Course Notes
and Study Text.
Home study
To support you with your private study BPP provides you with a Course Companion, which helps you to work at
home, and aims to ensure your private study time is effectively used. The Course Companion includes a Home
Study section, which breaks down your home study by days, one to be covered at the end of each day of the
course. You will find clear guidance as to the time to spend on various activities and their importance.
You are also provided with progress tests and two course exams, which should be submitted for marking as they
become due.
These may include questions on topics covered in class and home study.
BPP Learn Online

Come and visit the BPP Learn Online free at www.bpp.com/acca/learnonline for exam tips, FAQs and syllabus
health check.
ACCA Forum
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tutors and students.
Helpline
If you have any queries during your private study simply contact your class tutor on the telephone number or
e-mail address that they will supply. Alternatively, call +44 (0)20 8740 2222 (or your local training centre if
outside the London area) and ask for a tutor for this paper to speak to you or to call you back within 24 hours.
Feedback
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subject, you will be given a feedback form to complete and return.
If you have any issues or ideas before you are given the form to complete, please raise them with the course
tutor or relevant head of centre.
If this is not possible, please email ACCAcoursesfeedback@bpp.com.
The scope of corporate

governance
Syllabus Guide Detailed Outcomes

Having studied this chapter you will be able to:
Define and explain the meaning of corporate governance
Analyse the purposes and objectives of corporate governance
Explain, and apply in context of corporate governance, the key underpinning concepts of: fairness;
openness/transparency; independence; probity/honesty; responsibility; accountability; reputation; judgment; and
integrity
Explain, and analyse the issues raised by, the development of the joint stock company as the dominant form of
business organisation and the separation of ownership and control over business activity
Define agency theory
Define and explain the key concepts in agency theory: agents; principals; agency itself; agency costs;
accountability; fiduciary responsibilities; and stakeholders
Explain and explore the nature of the principal - agent relationship in the context of corporate governance
Analyse and critically evaluate the nature of agency accountability in agency relationships
Explain and analyse how transaction cost theory and stakeholder theory is used to explain aspects of the agency
relationship
Explain and assess the major areas of organisational life affected by issues in corporate governance.
Compare and distinguish between public, private and non-governmental organisations (NGO) sectors, with
regard to the issues raised by, and scope of governance
Explain and evaluate the roles, interests and claims of internal parties involved in corporate governance.
Explain and evaluate the roles, interests and claims of, the external parties wowed incorporate governance.
Analyse and discuss the role, and influence of institutional investors in corporate governance systems and
structures, for example the roves and influences of pension funds, insurance companies and mutual funds.
Exam Context
This chapter introduces the idea of agency theory and various models of stakeholder theory. In addition it covers the
principals of corporate governance. These topics can be examined directly as in pilot paper question 3 and the
examiners question Sentosa House or they can be used as to provide a structure for a more general question as in
examiners question JH Graphics. The principal of transparency was tested in a 10 mark compulsory question in the
December 2007 exam. Accountability was also tested in December 2007 in section B.
1: THE SCOPE OF CORPORATE GOVERNANCE
Qualification Context
The idea of corporate governance is introduced in the law paper F4, which also introduces the separation of ownership
and management. Agency theory and stakeholders are important ideas seen previously in F1, Accountant in Business
and touched on in F3, Financial Accounting and F9, Financial Management.
Issues surrounding stakeholder are explored further in P3, Business Analysis and P4, Advanced Financial Management.
Current issues in Corporate Governance, particularly as they affect audit firms, are examined in P7 Advanced Audit and
Assurance.
Business Context
In recent years there have been widespread concerns over the failure of senior management to manage businesses in
the best interest of their shareholders. The breakdown in this rather fundamental business relationship is has led to the
development of comprehensive corporate governance guidelines, which under some jurisdictions are statutory.
10
Overview
The scope of
Corporate Governance
Agency Theory
Principals
Agents
Stakeholder models
Agency costs
Monitoring
Control
Incentives
Institutional Investors
Principles
Major Issues
Remuneration
Board composition
Reliable Financial Reporting
Risk
CSR & Ethics
Self Regulation
11
Integrity
Accountability
Reputation
Definition of corporate governance
1.1
Corporate governance can be defined as: a set of relationships between a companys

directors, its shareholders and other stakeholders. It also provides structure through
which the objectives of the company are set, and the means of obtaining these
objectives and monitoring performance are determined.
1.2
It is a fundamental internal control system ensuring the best interests of the company are
serviced in the most effective manner.
Lecture example 1
Classroom discussion
Required
Suggest how a business could benefit from applying a framework for corporate governance.
Solution
12

1.3
For corporate governance to be effective it must be a feature of the inherent business

culture, i.e. the way business is conducted.
1.4
In the exam you may need to ascertain whether or not the governance procedures in use in
a particular company are in line with best practice.
1.5
The following diagram illustrates the core principles that underlie good corporate
governance.
Qualities that ensure

the best decisions are
made.
Qualities that ensure

honest disclosure and
transparency.
Integrity
Fairness
Judgement
Independence
13
Reputation
Openness
Probity
Responsibility
Accountability

1.6
Integrity: Straightforward dealing and completeness; high moral character; honesty.
1.7
Fairness: Respecting the rights and views of any group with a legitimate interest.
1.8
Judgement: Making decisions that enhance the organisations prosperity.
1.9
Independence: Having only limited or strictly controlled links to the organisation.
1.10 Openness: Disclosure, including voluntary disclosure of reliable information.

1.11 Probity: Truthful and not misleading.
1.12 Responsibility: Systematic correction of errors, failures or mismanagement.
1.13 Accountability: Answerable for the consequences of actions.
1.14 Reputation: Other peoples perception or expectations. A valuable asset of the
organisation.
14
Corporate governance and agency theory
2.1
Agency theory is used to study the problems of motivation and control when a principal
needs the help of an agent to carry out activities.
2.2
Agency theory would describe the shareholders in a company as the principal, with the
board their agents who are empowered to act in their interests.
2.3
In practice the powers of shareholders tend to be very restricted. They normally have no
right to inspect the books of account, and forecasts of future prospects are gleaned from the
annual report and accounts, stockbrokers reports, and media sources. There is an
information asymmetry; the agent has more information than the principal.
The diagram below illustrates how agency works in practice .
Self-interest
Self-interest
PRINCIPAL
(shareholder)
appoints
AGENT
(directors/
managers/
employees)
Detailed
information
The agency problem

2.4
Agency theory assumes that agent and principal act in their own self-interest. These
interests may conflict.
2.5
The separation of ownership from management can cause issues if there is a breach of trust
by directors either by intentional action, omission, neglect, or incompetence.
15
The agency solution

2.6
One power that shareholders possess is the right to remove the directors from office. But
shareholders have to take the initiative to do this, and in many companies, the shareholders
lack the energy and organisation to take such a step. Ultimately they can vote in favour of a
takeover or removal of individual directors or entire boards, but this may be undesirable.
2.7
Shareholders can take steps to exercise control, but such action will be expensive, time
consuming and difficult to manage because it is difficult to:
2.8
2.9
(a)
Verify what the board is doing, partly because the board has access to more
information about its activities than the principal does; and
(b)
Introduce mechanisms to control the activities of the board, without preventing it from
functioning effectively.
Agency costs arise when:

(a)
The principals attempt to monitor the activities of agents. This may be viewed in
monetary terms, resources consumed or time taken in monitoring.
(b)
Establishing methods of control, such as directors contracts of service and other

incentives.
(c)
Management spending non-productive time (and resources) proving that they are
maximising shareholder value.
Alignment of interests is when the objectives of agents acting within an organisation are in
accord with the objectives of the organisation as a whole.
16
Lecture example 2
Required
What control procedures and incentives could be employed to encourage alignment of interest
between the company and its directors/senior management?
Solution
17
Transaction cost theory
3.1
Transaction cost theory provides an explanation of why organisations like companies exist,
rather than all transactions being carried out between individual entrepreneurs.
3.2
Companies will try to keep as many transactions as possible in-house in order to;
(a)
(b)
(c)
reduce uncertainties about dealing with suppliers,

avoid high purchase prices, and
manage quality.
3.3
In particular companies negotiate a few complex employment contracts, rather than

negotiating a separate contract for each task they want an employee to undertake.
3.4
Employees including directors/management behave rationally up to a point, but they are

also opportunistic, organising their transactions in pursuance of their own interests. As
employees, rather than self-employed entrepreneurs, they are more likely to shirk their
duties.
3.5
This extends the idea of the agency problem. It explains why the agency problem is more
severe the larger an organisation becomes.
18
Stakeholders in corporate governance
4.1
Stakeholders are people, groups or organisations that can affect or be affected by the
actions or policies of an organisation. Each stakeholder group has different expectations
about what it wants, and therefore different claims upon the organisation.
4.2
Stakeholders can be classified by their proximity to the organisation.

Stakeholder group
Members
Internal
Connected
Employees, management, the board

Shareholders, customers, suppliers, lenders, trade
unions, competitors
The government, local government, the public,
pressure groups, the media
External
4.3
Mendelow classifies stakeholders on a matrix [below] whose axes are power held and
likelihood of showing an interest in the organisations activities. These factors will help
define the type of relationship the organisation should seek with its stakeholders, and how it
should view their concerns.
Level of interest
Low
High
Low
Keep Informed
Keep Satisfied
Key Players
Power
Minimal Effort
High
4.4
Clearly, an organisation must keep its main stakeholder groups happy whether active or
passive.
Stakeholder group
Members
Active
Those who seek to participate in the organisations activities.

This includes managers and some shareholders, but may
also include other groups such as regulators and pressure
groups.
Those who do not seek to participate in policy-making, such
as most shareholders, local communities and government.
Passive
4.5
Passive stakeholders may still be interested and powerful. If corporate governance

arrangements are to develop still further, there may be a need for powerful, passive
stakeholders (eg institutional investors) to take a more active role.
19
Lecture example 3
Required
Who are the main stakeholder groups in a commercial company, and how should they be
considered with respect to the role and scope of corporate governance?
Solution
Problems with stakeholder theory

4.6
A principle of company law in most jurisdictions remains the fiduciary and legal obligations
that managers have to maximise shareholder wealth. Therefore, if managers are to fulfil
responsibilities to a wider stakeholder base, it must not jeopardise long term profitability.
4.7
Some commentators have tried to reconcile stakeholder and agency theory by arguing that
managers are stakeholders, responsible as agents to all other stakeholders. Although
stakeholders have divergent interests that may be difficult to reconcile, this does not absolve
management from at least trying to reconcile their interests.
4.8
There are two motivations for considering stakeholders. An instrumental view justifies
considering stakeholders because of the economic benefits to the company. A normative
view is based on the idea that the company has moral obligations towards stakeholders
.
20
Major issues in corporate governance
5.1
The scope of corporate governance is vast and we shall expand on the following key issues
during this course of study.
5.2
Major issues pertaining to corporate governance, that could arise in any exam question, are
illustrated below.
Fiduciary
duties of
directors
Compulsory
-v- voluntary
best practice
Directors
remuneration
and reward
Corporate social
responsibility
MAJOR
ISSUES
Business
ethics
Rights and
responsibilities
of shareholders
Risk management
and internal
control
21
Board
composition
and balance
Reliability
of financial
reporting
Chapter summary
Section Topic
Summary
Corporate Governance is concerned with the structures, processes

and relationships that are fundamental to the company's objectives.
Definitions and
Fundamental
Principles
Corporate Governance is built on the foundation of fundamental

principles that seek to ensure good decision making, honest
disclosure and reputation.
Agency Theory Principals (shareholder) appoint agents (directors) to act on their

behalf.
The agency problem arises because of the agents self-interest and
information asymmetry, with the agent having more information than
the principal.
Agency costs are incurred in trying to align the interests of the agent
with those of the principal. These are the costs of monitoring,
controlling and incentivising the agents.
Transaction
Cost Theory
Transaction Cost Theory extends agency theory to managers and

employees.
Stakeholders
Stakeholders are any group that interacts with the company.

They can be categorised as active or passive; internal, connected or
external.
Mendelows grid is used to assess suitable responses: ignore, inform,
satisfy or key player.
Attitudes to stakeholders can be described as normative or
instrumental.
Issues in
Corporate
Governance
Major issues have arisen out of corporate scandals. Try and keep an
eye on emerging issues by reviewing quality newspapers or news
websites.
END OF CHAPTER
22
Approaches to corporate
governance

Describe and compare the essentials of rules and principles-based approaches to corporate governance.
Includes discussion of comply or explain
Describe and critically evaluate the reasons behind the development and use of codes of practice in corporate
governance (acknowledging national differences and convergence)
Explain and briefly explore the development of corporate governance codes in principles-based jurisdictions
(impetus and background, major corporate governance codes, effects)
Explain and explore the Sarbanes-Oxley Act as an example of a rules-based approach to corporate governance
(impetus and background, main provisions/contents, effects)
Describe and explore the objectives, content and limitations of corporate governance codes intended to apply to
multiple national jurisdictions (OECD, ICGN)
Explain and explore social responsibility in the context of corporate governance
Discuss and critically assess the concept of stakeholders and stakeholding in organisations and how this can
affect strategy and corporate governance
Analyse and evaluate issues of ownership, property and the responsibilities of ownership in the context of
shareholding
Explain the concept of the organisation as a corporate citizen of society with rights and responsibilities
Exam Context
This chapter provides a great deal of the core detail that underpins exactly how corporate governance is exercised in
practice. Such an approach is critical when attempting questions enabling candidates can utilise the expanse of
information contained within this chapter to generate ideas appropriate to the question set.
You may well have to discuss the implications of basing governance guidance on principles. The examiner has stated
that knowledge of the main features and advantages and disadvantages of codes in general is important, but line-by-line
knowledge isnt required. The existence of wider social responsibilities is likely to be a theme in many questions.
The combined code is introduced in F8, Audit and Assurance. It is not explicitly examined but is an important example
of a principles based approach.
Business Context
Appreciating the various approaches to corporate governance applied in different jurisdiction, clearly illustrates that there
are several ways of dealing with this contentious area of business. In part the approach adopted will be symptomatic of
cultural preferences and norms
23
2: APPROACHES TO CORPORATE GOVERNANCE
Overview
Approaches to
Principles-Based approach
Rules-Based approach
UK Combined Code of
US Sarbanes Oxley Act
Global influences
OECD
ICGN
24
Principles or rules?
1.1
The current big debate on corporate governance globally is whether the guidance should
predominantly be in the form of principles, or whether there is a need for detailed rules and
regulations.
Features
Benefits
Principles-based approach
Rules-based approach
Sets out broad principals (eg The

Board should be effective)
supported by guidance.
Organisations are required to

comply with a detailed and rigid
code.
Works on a comply or explain

basis, with any departure from the
specific provisions of codes
requiring an explanation
Non-compliance cannot be
justified. A company has either
succeeded or failed in complying.
Disclosure requirements means

that a principles-based approach
allows investors to decide if they
agree that departure from the code
is appropriate
Investors tend to rely on a third

party (eg SFA) to penalise the
company for non-compliance.
Emphasises areas of corporate

governance to which rules cannot
easily be applied
Easier compliance with the rules,

as they are unambiguous, and can
be evidenced
Applies across different legal

jurisdictions, which makes the
governance of a multi-national
business more effective
Disadvantages
The principles, as set out in the

Hampel report, are so broad that
they are of very little use as a
guide to best corporate
governance practice.
Allows no leeway or deviation,

irrespective of how illogical the
situation is.
Where you find

them
Favoured in legal jurisdictions

where the governing bodies of
stock markets have had the prime
role in setting standards for
companies to follow.
Favoured in legal jurisdictions (and

cultures) that lay great emphasis
on obeying the letter of the law
rather than the spirit of it.
Examples
UK-combined code 2006 (CC06)
USA Sarbanes-Oxley Act 2002

(SOx)
25
Enforcement can be difficult for

situations that are not covered
explicitly in the rules.
Lecture example 1
Tutorial question
Required
What do you consider to be the main advantages of adopting a principles-based approach to
corporate governance over a rules-based approach?
[5 marks]
Solution
Influence of ownership on corporate governance
2.1
A key distinction that has been drawn between the corporate governance systems
worldwide in different regimes has been between the insider and outsider models of
ownership described below. In practice most regimes fall somewhere in between the two.
Insider systems
2.2
Insider (or relationship-based) systems are where most companies listed on the local stock
exchange are owned and controlled by a small number of major shareholders. The
shareholders may be members of the companys founding families, banks, other companies
or the government.
26

2.3
The reason for the concentration of share ownership is the legal system.
Advantages
Disadvantages
It is easier to establish ties between owners

and managers, therefore the agency
problem is reduced.
There may be discrimination against

minority shareholders.
It is easier to influence management, policy

and strategy through dialogue.
Insider systems tend not to develop more

formal governance structures until they are
forced to.
A smaller base of shareholders may be

more willing to take a long-term strategic
view of their investment.
May be reluctant to employ outsiders in

influential positions and recruit independent
non-executive directors.
More prone to opaque financial
transactions and misuse of funds.
Many large shareholders (particularly
financial institutions) tend to avoid shares
that are seen as speculative and invest only
in 'blue chip' shares.
Outsider systems
2.4
Outsider systems are ones where shareholding is more widely dispersed, and there is the
manager-ownership separation. Such shareholders can be drawn from varied and
disparate sources and can have both small and large holdings.
2.5
There tends to be more diverse shareholder ownership in jurisdictions such as the UK that
have strong protection for minority shareholders.
Advantages
Disadvantages
The separation of ownership and

management has provided an impetus for
the development of more robust legal and
governance regimes to protect
shareholders.
Companies are more likely to have an

agency problem and significant agency
costs.
Shareholders have voting rights that they

can use to exercise control.
The larger shareholders in these regimes

tend to have short-term priorities and prefer
to sell their shares.
Hostile takeovers are far more frequent,

and the threat of these acts as a
disciplining mechanism on company
management.
2.6
British and American systems can both be classified as outsider systems.
27
Lecture example 2
Tutorial question
Required
What do you consider have been the significant factors that have influenced the development of
corporate governance codes, rules and laws in recent years irrespective of the ownership system
in operation?
[5 marks]
Solution
28
Corporate governance development in the UK
Cadbury Report 1992

Voluntary code of best practice
Defined roles for all involved with financial
statements
Clear division of responsibilities
Non-executive directors
Audit committee
Greenbury Report 1995

Determination of directors' pay
Disclosure of directors' pay
Remuneration committee
Hampel Report 1998

Reduce regulatory burden
Principles-based approach
Combined Code 1998

Code of best practice derived from
Cadbury
Greenbury
Hampel
Turnbull Report 1998

Risk management
Internal control
Smith Report 2003

Role of audit committees
Higgs Report 2003

Role of non-executive directors
29
Corporate governance in other jurisdictions
King Report South Africa

Integrated approach to corporate governance
Stakeholder interests and involvement central
Social, environmental and economic aspects
Regulatory disclosure
Singapore Code 2001 and 2005

Similar to UK Combined Code
Describe governance practice
Explain deviations
OECD
Interest in governance arises from global
investment issues
Wide consultation with members
Published principles of corporate governance
Rights of shareholders
Equitable treatment of shareholders
Role of stakeholders
Disclosure and transparency
Board responsibilities
International Corporate Governance Network

(ICGN)
Report published in 2005
Practical guidance to companies
Board structure, membership and
operation
Shareholders' rights and equitable
treatment
Audit and accounts
Ethics and stakeholders, including
corporate social responsibility
Promotes communication between investors and
companies to stimulate economic growth and
success
30
Lecture example 3
Classroom dicsussion
Required
What do you consider to be the main problems with trying to establish international codes of
corporate governance?
Solution
31
The Sarbanes-Oxley Act 2002
5.1
Sarbanes-Oxley (SOx) arose from the inadequacies in US corporate governance

arrangements, shown by the Enron scandal.
5.2
SOx adopts a rules-based approach to governance.
5.3
Specific provisions of SOx legislation include:

The establishment of the Public Company Accounting Oversight Board
Auditors should review internal control systems
There should be rotation of lead or reviewing audit partners every five years
Auditors are expressly prohibited from carrying out most non-audit services
Audit committees should be responsible for the appointment, compensation and
oversight of auditors.
All members of audit committees should be independent, and at least one member
should be a financial expert.
Annual reports should contain internal control reports that state the responsibility of
management for establishing and maintaining an adequate internal control structure
and procedures for financial reporting and assess their effectiveness.
The chief executive officer and chief finance officer should certify the appropriateness
of the financial statements.
5.4
The impact of SOx is widespread, illustrated in the table below:

US Domestic impact
International impact
For companies, fulfilling the requirement to

ensure their internal controls are properly
documented and tested
Around 1,500 non-US companies list their

shares in the US. They are covered by the
provisions of SOx
For accountancy firms, SOx has formally

stripped them of almost all non-audit
revenue streams that they used to derive
from their audit clients
The US being such a significant influence

worldwide, SOx is likely to persuade other
countries to adopt a rules-based approach
to corporate governance
For lawyers, SOx requires them to whistle

blow on any wrong doing they uncover at
client companies, right up to board level
5.5
There are a number of criticisms of SOx, including:

(a)
It is not strong enough on some issues, and at the same time over-rigid on others.
(b)
Directors may be less likely to consult lawyers if they believe that SOx could override
lawyer-client privilege.
(c)
A SOx compliance industry has sprung up.
(d)
Companies are turning away from the US stock markets and towards other markets,
such as London.
32
Chapter summary
Section Topic
Summary
Principals based practice outlines core principals to ensure good

corporate guidance. Departures from best practice have to be
disclosed (comply or explain) and investors then take appropriate
action.
Principles or
Rules
The advantages of principals are; flexibility, adaptability, avoids

loopholes.
Rules based practice requires compliance with a detailed code.
Compliance in full is mandatory. Non-compliance is penalised often
by a regulator.
The advantages of rules are; unambiguous, easier to monitor.
2
Ownership
Insider organisations (eg family firms) have reduced agency costs

and often arise in jurisdictions with weak minority interest protection.
Outsider organisations dominate in the US and UK and are
characterised by many small investors and institutional investors.
Corporate
Governance in
the UK
The Combined Code (CC06) covers directors, remuneration,

accounting and controls, auditors and institutional investors.
It is supported by guidance (such as the Turnbull Report).
Corporate Governance emerged as an issue in the early 1990s
following corporate failures such as Polly Peck and Mirror Group
(unfettered power of dominant directors) and later Barings Bank (poor
internal controls).
Corporate
Governance
Globally
The South African King Report was published after the collapse of
apartheid. It emphasises fairness to all groups in society and
economic wellbeing,
The OECD and ICGN both issue guidance which is useful where no
local code is available.
Corporate
Governance in
the US
Sarbanes
Oxley (SOx)
The Sarbanes Oxley Act is the US rules based code enacted after the
collapse of Enron and WorldCom.
Its main provisions cover the audit profession, audit committees,
internal controls, CEO and CFO responsibility for financial
statements, plus many detailed provisions such as full disclosure of
off-balance sheet finance.
Sarbanes Oxley affects all companies listed on US stock exchanges
and their subsidiaries.
33
END OF CHAPTER
34
Corporate governance
practice and reporting

Explain and evaluate the roles and responsibilities of boards of directors
Describe, distinguish between and evaluate the cases for and against unitary and two-tier structures
Describe the characteristics, board composition and types of directors (including defining executive and non-executive
directors)
Describe and assess the purposes, roles and responsibilities of non-executive directors
Describe and analyse the general principles of the legal and regulatory frameworks within which directors operate on
corporate boards
Define, explore and compare the roles of the chief executive and company chairman
Describe and assess the importance, and execution, of induction and continuing professional development of directors on
boards of directors
Explain and analyse the frameworks for assessing the performance of boards and individual directors (including NEDs) on
boards
Explain and assess the importance, roles and accountabilities of board committees in corporate governance
Explain and evaluate the role and purpose of the following committees in effective corporate governance: remuneration
committee, nominations committee, risk committee
Describe and assess the general principles of remuneration
Explain and assess the effect of various components of remuneration packages on directors behaviour
Explain and analyse the legal, ethical, competitive and regulatory issues associated with directors remuneration
Explain and assess the general principles of disclosure and communication with shareholder
Explain and analyse best practice corporate governance disclosure requirements, for example under the UK Combined
Codes
Define and distinguish between mandatory and voluntary disclosure of corporate information in the normal reporting cycle
Explain and explore the nature of, and reasons and motivations for, voluntary disclosure in a principles-based reporting
environment (compared with for example, the reporting regime in the USA)
Explain and analyse the purposes of the annual general meeting and extraordinary general meetings for information
exchange between the board and shareholders
Describe and assess the role of proxy voting in corporate governance
35
3: CORPORATE GOVERNANCE PRACTICE AND REPORTING
Exam Context
Two different aspects of this chapter appeared as knowledge-based questions in the Pilot paper. Therefore, it is quite
apparent that a detailed knowledge of how boards are supposed to function together with governance disclosures and
reporting is key to success in the exam.
F1, Accountant in practice introduced ideas, in particular about leadership and motivation, which provide a good
introduction to the issues covered by this chapter. Many jurisdictions have a legal framework for the roles and
responsibilities of directors and this is covered in F4, Corporate and Business Law. Your studies in Financial Accounting
and Financial Reporting will have made you aware of much of the disclosure needed by companies.
If you are studying or have studied P3, Business Analysis you will find your studies of reward
management useful.
Business Context
This is very much a developing area of business practice. Acknowledging that without complete, transparent and
relevant disclosure of governance practice, the public confidence it is trying to promote will not be attained.
36
Overview
Board effectiveness
Reporting
Membership and roles
Committees
Audit
Nominations
Remuneration
Governance disclosures
Structure
Unitary
Multi-tier
Directors' remuneration
37
The role of the board
1.1
The board
(a)
Is collectively responsible for promoting the success of the company by directing and
supervising the companys affairs.
(b)
Provides entrepreneurial leadership of the company, within a framework of prudent

and effective controls, which enable risk to be assessed and managed.
(c)
Should set the companys strategic aims, ensure that the necessary financial and
human resources are in place for the company to meet its objectives and review
management performance.
Lecture example 1
Required
What additional tasks should form part of the boards role?
Solution
38
Effectiveness of boards
2.1
To remain effective, directors should extend their knowledge and skills continuously.
2.2
Significant issues that professional development should cover on a regular basis include:
Strategic
planning
Audit
practice and
procedures
Legal and
regulatory
issues
Financial
management
TRAINING AND
DEVELOPMENT
Human
resource
issues
Risk
management
2.3
Corporate
governance
An appraisal of the board's performance is an important control over it, aimed at improving
board effectiveness, maximising strengths and tackling weaknesses. It should be seen as
an essential part of the feedback process within the company and may prompt the board to
change its methods and/or objectives.
Lecture example 2
Exam standard question
Required
Suggest a range of criteria upon which the effectiveness of a board could be accurately and
holistically appraised.
[8 marks]
Solution
39
2.4
All directors should be individually appraised; criteria that could be applied include:
Continuous
professional
development
Contribution
towards
business
development
Independent
and
innovative
thinking
APPRAISAL
CRITERIA
Positive and
enthusiastic
committee
work
40
Familiarity with
business and
industry
information
Active
participation
in all
business
Board membership and roles
3.1
Key issues for consideration for board membership are:
3.2
(a)
Size the balance needs to be struck between the benefits of having varied views
and opinions, alongside the need for coherence of decision-making.
(b)
Inside/outside mix the split between executive decision-making directors and nonexecutive directors. Independent non-executive directors have a key role in
governance. Their number and status should mean that their views carry significant
weight.
(c)
Diversity mix in terms of gender, ethnicity, backgrounds, experience, etc.
Division of responsibilities at the head of an organisation is most simply achieved by

separating the roles of chairman and chief executive
Responsibilities of the chairman of
the board
Responsibilities of the chief executive

officer
Provide leadership to the board, ensuring

its effectiveness & setting its agenda
Provide leadership to the business,

ensuring the effectiveness of business
operations and setting strategy
Ensuring the board receives accurate and

timely information
Providing accurate & timely information
Ensuring effective communication with

shareholders and that their views are
communicated to the board as a whole.
Communicating effectively with significant

stakeholders
Facilitate effective contribution from NEDS,

ensure constructive relations between
execs and NEDs
Facilitate the effective implementation of

board decisions.
Take the lead in providing an induction

programme for new directors and in board
development
Cooperate in induction and development.
Meet with the NEDs without the executives

present
Cooperate by providing any necessary

resources.
Facilitating board appraisal
Cooperate in board appraisal.
Encouraging active engagement by all the

members of the board
Cooperate with all the members of the

board.
41
Lecture example 3
Required
Suggest reasons why the roles of chairman and CEO should be held by two different people.
Solution
3.3
Many companies operate a series of board sub-committees responsible for supervising

specific aspects of governance. The main board committees are:
Audit Committee is responsible

for liaising with external audit,
supervising internal audit and
reviewing the annual accounts and
internal controls. (see chapter 5)
Remuneration Committee is
responsible for advising on
executive director remuneration
policy and the specific package
for each director.
Nominations Committee is
responsible for recommending the
appointments of new directors to
the board.
Risk Committee is responsible

for overseeing risk
management.
42
4.1
Non-executive directors (NEDs) have no executive (managerial) responsibilities.
4.2
NEDs have a key role in reducing conflicts of interest between management (including
executive directors) and shareholders.
4.3
The role of non-executive directors includes:

(a)
Strategy. contributing to, and challenging the direction of, strategy.
(b)
Scrutiny. NEDs should scrutinise the performance of management in meeting goals

and objectives, monitor the reporting of performance. They should represent the
shareholders' interests to ensure agency issues don't arise to reduce shareholder
value. (See Chapter 1)
(c)
Risk. NEDs should satisfy themselves that financial information is accurate and that
financial controls and systems of risk management are robust.
(d)
People. NEDs are responsible for determining appropriate levels of remuneration for
executives, and are key figures in the appointment and removal of senior managers
and in succession planning.
Advantages of NEDs
Problems with NEDs
May have a range of external experience

and knowledge that executive directors do
not possess.
Lack of independence, if they are recruited

by executive directors
Provide a broader perspective on issues as

they are not involved in detailed operations.
Lack of authority imposing their views upon

the board
Offer assurance for third parties such as

investors or creditors
They are often confined to merely to

representing stakeholder interests
Are full board members who hold full voting

rights
Limited time that they can devote to the role
Provide the strong, independent element on High-calibre NEDs may be attracted to the
the board
best-run companies, rather than those in
most in need of them
Have detachment, which enables them to
monitor the companys affairs effectively
It is compliant with corporate governance
codes (e.g. CC06 )
43
Lecture example 4
Required
What safeguards could be put in place to ensure the independence of NEDs?
Solution
Unitary and Multi-tier boards
5.1
The single board structure with sub-committees is known as a unitary structure

Advantages of unitary structure
5.2
Disadvantages of a unitary structure
All participants have equal legal

responsibility for management of the
company and strategic performance
A NED or independent director cannot be

expected to both manage and monitor
A single board promotes easier cooperation and co-ordination
The time requirements on non-executive

directors may be onerous
The presence of NEDs should lead to

better decisions being made
There is no specific provision for

employees to be represented on the
management board
Independent NEDs are less likely to be

excluded from decision-making and given
restricted access to information
Emphasises the divide between the

shareholders and the directors
In some countries the board is split into multi-tiers, separating the executive from other
directors (and senior management). This structure is also common in not-for-profit
organisations such as schools.
44

5.3
This multi tier approach can take the form of a:

(a)
Supervisory board with no executive function. It reviews the company's direction

and strategy, and is responsible for safeguarding stakeholders' interests.
(b)
Management or executive board composed entirely of executive

directors/managers. It is responsible for the running of the business. The supervisory
board appoints the management board.
Lecture example 5
Required
What do you consider to be the advantages and disadvantages of operating a multi-tier board
structure?
[8 marks]
Solution
45
Directors' remuneration
6.1
The purpose of directors remuneration is to be sufficient to:
6.2
(a)
Attract and retain individuals of sufficient calibre, and
(b)
Motivate them to achieve performance levels that are in the shareholders best
interests as well as their own personal interests.
The Remuneration Committee determines the organisation's general policy on the

remuneration of executive directors, which according to the combined code should involve:
(a)
A significant proportion of rewards being related to measurable business performance

or enhanced shareholder value.
(b)
Full transparency of directors' remuneration in the annual accounts.
(c)
Taking account of the position of the company relative to other similar companies.
However the combined code also notes the risk of an upward ratchet of remuneration
levels with no corresponding improvement in performance and the need to be
sensitive lo pay conditions within the company.
Lecture example 6
Required
Describe what features could be included in a directors remuneration, and suggest why these
might be attractive.
Solution
46

6.3
In order for the financial statements to present an accurate picture of remuneration

arrangements, the annual report would need to disclose:
(a)
Remuneration policy
(b)
Detailed arrangements for individual directors
(c)
Performance conditions attached to remuneration packages
(d)
The duration of contracts with directors, and notice periods and termination payments
under such contracts.
Governance disclosures
7.1
Annual reports should disclose whether the organisation has complied with governance
regulations and codes.
7.2
Governance disclosures should include:
Sustainability
reporting
Information
about the
board of
directors
An operating
and financial
review (OFR)
Reports from the

Remuneration,
Audit & Nomination
committees
A statement that
the company is a
going concern
GOVERNANCE
DISCLOSURES
A statement on
relations and
dialogue with
shareholders
Details of relations
with auditors
including reasons
for change
A statement that the
directors have
reviewed the
effectiveness of
internal controls
47
Chapter summary
Section Topic
Summary
The role of the

board
The board act as agents for the shareholders. They provide

leadership and establish strategies to ensure that the company
achieves its objectives.
Effectiveness of
boards
The first principle in CC06 is that the board should be effective.

This requires training and development of board members and
appraisal of the performance of the whole board and of individual
members.
Board membership
and roles
The board should be balanced. The Chairman of the board runs

the board and the CEO who should be a different person runs
the company.
Non-executive
directors
NEDs are not involved in the day to day running of the company.
Ideally they should be independent. They have four main roles;
scrutinising the decisions and disclosures of the board; advising
objectively on strategy, risk and people (remuneration and
nominations).
Unitary and multitier boards
A single board can speed up decision making and ensure

uniformity of authority and responsibility.
Multi-tier boards are common in continental Europe and are a
good way of widening participation in strategic decisions. The
supervisory board often includes employee or union
representatives.
Directors
remuneration
Basic salary, benefits and pensions are not related to

performance and should be sufficient to recruit and retain the
right people.
Performance Related Remuneration should be designed to align
the directors interests to the objectives of the company. They
can relate to KPIs.
Shares and share options should not be used to remunerate
NEDs but can help align the executives interests with the long
term objectives of the company.
Governance
disclosures
The disclosure required will depend on the corporate

governance regime. In a principals based regime the disclosure
should be adequate to allow the investors to make informed
decisions about corporate governance. (Comply or explain).
END OF CHAPTER
48
Internal control systems

Define and explain internal management control
Explain and explore the importance of internal control and risk management in corporate governance
Describe the objectives of internal control systems
Identify and assess the importance of elements or components of internal control systems
Explore and evaluate the effectiveness of internal control systems
Exam Context
You may be asked to provide an appropriate internal control framework for an organisation, or to assess a framework
that is described in a scenario. Look out in particular for whether the underlying control environment appears to be
sound. An organisation with a poor control environment featured in one of the pilot paper questions.
Internal control Systems are examined in F8, Audit and Assurance. When considering the people operating the controls
you could consider issues of recruitment studied in F1, Accountant in Business.
Business Context
For a business to remain successful it must develop and maintain a robust system on internal control. Only then can the
board have reasonable assurance that they are operating efficiently and effectively and are likely to deliver their strategic
objectives.
Weak internal controls are often cited the precursor to corporate collapse. This emphasises the importance of feedback
and continuous improvement in control systems, and is something worth looking for in exam scenarios does the
organisation appear capable of making essential improvements?
49
4: INTERNAL CONTROL SYSTEMS
Overview
Control frameworks
Elements
'Sound' system
COSO
embedded / cultural
Turnbull Report
responsive
COCO
weakness reported
Objectives
operations
reporting
compliance
Control procedures
Control Environment
50
1.1
Control can be described as ensuring what the organisation intends to happen, happens in
the way it's suppose to happen, when it's supposed to happen.
1.2
Control arises through a combination:

(a)
(b)
(c)
Effective and coherent business planning;

Suitable organisational structure; and
Clear management direction.
1.3
Internal control is any action taken by management to enhance the likelihood that
established objectives and goals will be achieved.
1.4
The UK Turnbull Report summarises of the main purposes of an internal control system.
Enable response to significant
business,
operational,
financial,
compliance and
other risks
To help the achievement of
planned objectives
TURNBULL REPORT AND

INTERNAL CONTROL
Enhancing the quality of internal

and external reporting
Safeguard assets from
inappropriate use
Ensure compliance with applicable
laws, regulations, and internal
policies
Internal control frameworks
2.1
Internal control frameworks include:

(a)
Control environment the overall context of control, in particular the attitude of

directors and managers towards control (cultural dimension)
(b)
Control procedures the detailed controls established and operated
51
COSO
2.2
The Committee of Sponsoring Organisations (COSO) of the Treadway Commission devised

an internationally recognised control framework. COSO is the main source of guidance in
the US.
2.3
It identifies three broad areas in which controls must operate to ensure risks are managed
and objectives achieved.
Efficient and effective business
operations
Compliance
Reporting
COCO
2.4
The criteria of control (COCO) framework, stresses the need for all aspects of activities to
be clearly directed with a sense of purpose.
2.5
This includes overall objectives, mission and strategy; management of risk and
opportunities; policies; plans and performance measures.
2.6
The COCO framework suggests the following are pre-requisite for an effective control
framework
Deal with problems and take
appropriate corrective actions
Resources and competences to

operate the control systems
COCO
Management identify themselves
with the organisation and its values
Monitoring and learning
52
Lecture example 1
Required
What do you consider could be the inherent weaknesses or limitations of internal control
frameworks?
Solution
53
The control environment and control procedures
3.1
Effective internal control can only be delivered if there is:

(a)
A suitable control environment for the organisation and its staff to operate within; and
(b)
Appropriate control procedures designed to manage business activities within the

firm's competitive environment
Control Environment
Control Procedures
The following factors constitute the

control environment.
Internal controls procedures can be

classified as:
(a)
Corporate culture
(b)
Management style
(c)
Organisational structure
(a) Corporate controls (e.g. general

policy statements, the established
core culture and overall monitoring
procedures)
(d)
(e)
Methods of imposing control

Ethical values
(b) Management controls

encompassing planning and
performance monitoring
(c) Business process controls (e.g.
authorisation limits and
reconciliation)
(d) Transaction controls include (e.g.
accuracy and completeness
checks)
The Turnbull Report highlighted the

following as elements of a strong
control environment:
(a)
Senior management commitment
(b)
Clear strategy
(c)
(d)
Strong business culture

Clear definition of authority,
responsibility and accountability
(e)
Effective internal communication

adequate knowledge, skills and
resources
54
The Turnbull Report suggests that

internal control procedures should:
(a) Be embedded in the operations of
the company
(b) Form part of its 'culture' (i.e. the
way things are done around here)
(c) Be capable of responding quickly
to evolving risks within the
business (i.e. be adaptive and
flexible)
(d) Include procedures for reporting
immediately to management
significant control weaknesses,
together with control action taken to
remedy the situation
General and administrative controls
4.1
The UK Auditing Practices Board's SAS 300 [Accounting and internal control systems and
risk assessments] lists some specific control procedures:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
4.2
Approval and control of documents

Controls over computerised applications and the information technology environment
Checking the arithmetical accuracy of the records
Maintaining and reviewing control accounts and trial balances
Reconciliations
Comparing the results of cash, security and stock counts with accounting records
Comparing internal data with external sources of information
Limiting direct physical access to assets and records
An easy way to generate ideas is to use the mnemonic SPAMSOAP
Segregation of duties, with no one person having total control of an area.

eg the chairman/CEO roles should be split (Cadbury)
Physical measures to secure the custody of assets

eg access control to buildings
Authorisation and approval of all business activities by appropriate persons

eg non-executive directors to decide directors pay staff a remuneration committee
Management should provide control through analysis and review of accounts

eg tasking internal audit
Supervision of the recording and operations of day-to-day transactions

eg budget monitoring through exception or variance reports
Organisation identify reporting lines, levels of authority and responsibility. This ensures
everyone is aware of their control (and other) responsibilities, especially in ensuring
adherence to management policies
eg enabling named staff to act independently within areas of delegated power
Arithmetical and accounting to check the correct and accurate recording and processing
of transactions
eg bank account reconciliation
Personnel Attention should be given to selection, training and qualifications of personnel,

as well as personal qualities
eg checking reference during a recruitment process
55
Internal controls and risk management
5.1
An organisation's internal controls should be designed to counter the risks that are a
consequence of the objectives it pursues.
5.2
The UK Turnbull Report stresses the links between internal controls and risk very strongly.
5.3
Turnbull states that in order to determine its policies in relation to internal control and decide
what constitutes a sound system of internal control, the board should consider:
(a)
The nature and extent of risks facing the company
(b)
The extent and categories of risk which it regards as acceptable for the company to
bear
(c)
The likelihood of the risks concerned materialising
(d)
The companys ability to reduce the incidence and impact on the business of risks
that do materialise
(e)
The costs of operating particular controls relative to the benefit obtained in managing
the related risks
Chapter summary
Section Topic
Summary
Internal Control
Systems
The five main purposes of internal control systems are to help

a company: achieve objectives efficiently and effectively;
respond to risk; ensure the quality of reporting; ensure
compliance; and safeguard assets.
Internal Control
Frameworks
Internal control frameworks cover the control environment

and control procedures.
Two key frameworks are COSO a US framework and the
Turnbull Guidance which supports the UKs CC06
The Control
Environment and
Control Procedures
The control environment is dependent on corporate culture,

management styles, organisational structures, and ethical
values.
Control Procedures can be classified according to level from
corporate controls (eg policies), management controls (eg
budgets, business process controls (eg authorisation limits)
down to transaction controls (eg arithmetic checks)
General and
Administrative Controls
SPAMSOAP
Internal Controls and

Risk Management
Internal controls should be designed around the risk faced by

the company. The costs and benefits of controls should also
be considered.
END OF CHAPTER
56
Internal audit

Describe the function and importance of internal audit
Explain, and discuss the importance of, auditor independence in all client audit situations (including internal
audit)
Explain, and assess the nature and sources of risks, to auditor independence. Assess the hazard of auditor
capture
Explain and evaluate the importance of compliance and the role of the internal audit committee in internal control
Describe and analyse the work of the internal audit committee in overseeing the internal audit function
Explain, and explore the importance and characteristics of, the audit committees relationship with external
auditors
Describe and assess the role of internal or external risk auditing in monitoring risk
Exam Context
Scenarios where internal audit independence is threatened are likely to be set in the exam, and you may also have to
judge, based on the detail youre given, how effective a particular internal audit function is. Any or all aspects of an
internal audit committees work may be set in the exam.
Internal Audit is studied in detail in F8, Audit and Assurance and again in P7, Advanced Audit and Assurance.
Business Context
Many of the reports relating to corporate governance stress the importance of having an effective internal audit function
to control and manage business functions and risks. In some jurisdictions (e.g. New York Stock Exchange listing) it is a
mandatory requirement.
57
5: INTERNAL AUDIT
Overview
Internal Audit
Objectives of internal audit
Management of internal audit
Role of
Internal audit
Independence of internal audit
Audit committee
Relationship with external

audit
58
5: INTERNAL AUDIT
The role of internal audit
1.1
Internal audit is defined as 'an appraisal or monitoring activity established by

management and directors for the review of the accounting and internal control
systems as a service to the entity. It functions by, amongst other things, examining,
evaluating and reporting to management and the directors on the adequacy and
effectiveness of components of the accounting and internal control systems'.
(UK Auditing Practices Board)
1.2
The role of internal audit will vary according to the organisation's objectives, but is likely to
include:
(a)
(b)
(c)
(d)
1.3
Review of internal control systems;

Risk management;
Legal compliance; and
Value for money assessment
Not all organisations have an internal audit function. Companies without internal auditors
need to carry out an annual review to determine if they need to establish internal audit. The
factors to consider are:
Complexity of
operations
Internal control
systems
problems
FACTORS
Unexplained or
unacceptable
events
Size of
organisation
Cost-benefit
issues
Changes in
structures, processes,
and systems
Objectives of internal audit
2.1
Internal audit has a significant role to play in the organisation's risk management processes,
in terms of:
(a)
The adequacy of the risk management and response processes for identifying,
assessing, managing and reporting on risk
(b)
The risk management and control culture
(c)
The internal controls in operation to limit risks
(d)
The operation and effectiveness of the risk management processes
59
5: INTERNAL AUDIT
2.2
The work of the internal audit extends beyond risk management; it can cover the following
broad areas.
THE WORK
OF INTERNAL
AUDIT
Safeguarding
of assets
Compliance with laws,

regulations and with
internal policies
Reduce overheads
(VFM audits)
Effective accounting
and internal control
systems
E
A
M
Accounting records and

operating information
Monitoring risk
management
strategy
Independence of internal audit
3.1
For internal audit to be effective in performing its role, it should:

(a)
Be independent
(b)
Be objective in performing their work
(c)
Have an impartial, unbiased attitude and avoid conflicts of interest
(d)
Report to an appropriate authority [usually the audit committee] so that they can fulfil
their responsibilities
(e)
Be free from interference in determining the scope of their work, performing the audit,
and communicating results
(f)
Refrain from assessing specific operations for which they may have responsibility
60
5: INTERNAL AUDIT
3.2
The independent action of internal audit is central to its purpose, and assumes the following:
Objectivity
Judgements are made in a state of detachment from

the situation or decision
Impartiality
Not taking sides, in particular not being influenced

by office politics in determining the work carried out
and the reports given
Unbiased views
Avoiding the perception that internal audit is out to

hit certain individuals or departments
Valid opinion
The audit opinion should be based on all relevant

factors, rather than being one that pleases everyone
No spying for
management
Internal audit should serve the whole organisation as

managers who target staff might be covering up their
own inadequacies
No no-go areas
Being kept away from certain areas will fatally

undermine the usefulness of internal audit and mean
that aggressive (incompetent?) managers are not
checked
Sensitive areas
audited
Internal audit must have the abilities and skills to

audit complex areas effectively
Senior management
audited
Internal audit must cover the management process

and not just audit the detailed operational areas
No backing-off
Audit objectives must be pursued fully in a

professional manner and auditors must not allow
aggressive managers to deflect them from doing
necessary work and issuing valid opinions
61
5: INTERNAL AUDIT
Lecture example 1
Required
How could the independence of internal audit be compromised, and what measures could be taken
by management to avoid this occurring?
[6 marks]
Solution
62
5: INTERNAL AUDIT
Internal and external audit
4.1
Internal auditors are [normally] employees of the organisation whose work is designed to
add value and who report to the audit committee.
4.2
External auditors come from accountancy firms and their primary role is to scrutinise
accounting records so as to report to shareholders on the truth and fairness of the financial
statements.
4.3
The following table highlights the key differences between internal and external audit.
Internal audit
External audit
Purpose
Internal audit is an activity

designed to add value and
improve an organisation's
operations and performance.
External audit is carried out to

enable auditors to express an
opinion on the financial
statements.
Reporting to
Internal audit reports to the board

of directors, or others charged with
governance, such as the audit
committee.
The external auditors report to

the shareholders, or members, of
a company on the truth and
fairness of the accounts
Relating to
Internal audit's work relates to all

the operations of the organisation.
External audit's work relates to

the financial statements. They
are concerned with the financial
records that underlie these.
Relationship
with the
company
Internal auditors are usually

employees of the company,
although sometimes the internal
audit function is outsourced.
External auditors must be

independent of the company and
its management. The
shareholders appoint them.
Management of internal audit
5.1
For the internal audit function to operate effectively, it must be managed well.
5.2
To achieve this, the following are necessary:

(a)
(b)
(c)
(d)
(e)
(f)
(g)
A clearly stated purpose, with explicit and implied authority

Planned activities with adequate levels of resource
Access to all areas of the organisation
Complete and accurate information
Approved policies and procedures
Competent staff with the necessary skills, and a programme for staff development
A quality assurance system.
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5: INTERNAL AUDIT
5.3
Internal audits should be performed with proficiency and professionalism. There are specific
standards on the following areas to meet this.
Appropriate
staffing
Due
professional
care
Human relations
and
communications
Knowledge,
skills and
disciplines
STANDARDS
FOR
INTERNAL
AUDIT
Continuing
education
Supervision
Compliance with
professional
standards
The role of the audit committee
6.1
The board through the audit committee should conduct an annual review of the internal
auditors' work.
6.2
The review should consider:
6.3
(a)
The formal terms of reference and assess whether they are adequate
(b)
Whether there are adequate safeguards in place to ensure the independence of

internal audit
(c)
The documentation provided by internal audit
(d)
Resourcing plans to ascertain if there will be sufficient resources to review all areas
The main duties of the audit committee are likely to be as follows.

(a)
Review of:
(i)
(ii)
(iii)
financial statements,
financial reporting, and
budgetary systems.
64
5: INTERNAL AUDIT
(b)
Review of internal audit, including the following aspects:

(i)
Standards [including objectivity, technical knowledge and professional

standards]
(ii)
Scope of work undertaken
(iii)
Work plan, especially review of controls and coverage of high-risk areas
(iv)
Sufficiency and capability of resources
(v)
Reporting arrangements
(c)
Review of the adequacy internal control systems, including the statement on internal
controls prior to its approval by the board.
(d)
The risk of fraud, and mechanisms in place for fraud to be investigated.
(e)
Consider the recommendations of the external auditors in the management letter.
(f)
Review of risk management confirming that there is a formal policy in place for risk
management and that the policy is backed and regularly monitored by the board.
Lecture example 2
Class discussion
Required
What are the benefits that an audit committee can bring to an organisation, particularly with
respect to internal audit and internal control?
Solution
65
5: INTERNAL AUDIT
Chapter summary
Section Topic
Summary
Internal Audit is a form of control put in place by the board to help

achieve the companys objectives.
The Role of
Internal Audit
Companies with no internal audit function should review the need

for one annually and consider whether they need one in light of
their: size; complexity; changes in risks; internal changes; adverse
events.
2
Objectives of
Internal Audit
SCREAM
Independence
Internal audit needs to be carried out objectively. The internal

auditors must remain as independent as possible and avoid
conflicts of interest, such as self review. They require authority
and should report directly to the board (or a sub-committee)
External Audit
External audit is carried out by accountancy firms in order to report

on the truth and fairness of the financial statements. Internal
auditors are often employees of the company and the scope of
their work is much wider, extending beyond finance into all areas
of the business (eg quality control)
Management of
Internal Audit
Internal auditors need to act professionally. They require clear

objectives and adequate skills.
The Role of the

Audit Committee
The internal audit committee is particularly important under

Sarbanes-Oxley, which requires a mandatory audit committee of
independent NEDs.
Their role encompasses: nomination and liaison with external
auditors, authorising any permitted non-audit work; oversight of all
aspects of internal audit; review of all information that may affect
share price before publication; receive and handle issues raised
by whistleblowers.
END OF CHAPTER
66
Business risks

Define and explain risk in the context of corporate governance
Define and describe management responsibilities in risk management
Define and compare (distinguish between) strategic and operational risks
Define and explain the sources and impacts of common business risks
Recognise and analyse the sector or industry specific nature of many business risks
Exam Context
You may be able to gain some marks for understanding basic risk concepts. When trying to identify risks in the exam,
consider the scenario and in particular what aspects of the scenario are currently changing these will point you
towards important risks.
The most important question though when considering what risks could affect an organisation is what could go wrong?'.
You will have encountered the concept of risk throughout your studies, from F1, Accountant in Business where you
consider the influences over a business performance to F9 Financial Management where you undertake a very technical
detailed review of different risks.
You might go on to do detailed calculations for treasury risk in P4, Advanced Financial Management, cover risk from a
strategic point of view in P5, Advanced Performance Management or use risk to plan effective audits in P7, Advanced
Audit and Assurance.
Business Context
The relationship between risk and return is key to a successful business. A business that does not take any risks will not
make any profits. Instead businesses are trying to make returns that are acceptable for the risks that they take.
Therefore, it is important to understand that organisations do not seek to eliminate all risks, rather to effectively manage
them. This way the positive or upside to the risk can reap benefit whilst the negative downside can be minimised.
67
6: BUSINESS RISKS
Overview
Business Risk
Corporate governance
Risk classification
Risk management
Risk and
uncertainty
Risk and
return
Financial
Legal
Product
Technological
Environment
Event
Reputational
Etc. .
Operational
risks
68
Strategic
risks
6: BUSINESS RISKS
Risk and uncertainty
1.1
Risk is a condition in which there exists a dispersion in the possible results of an activity.
1.2
Although we normally consider risk to mean the chance of negative outcomes, risk
assessment should also consider upside risk, the chance of a better than expected
outcome.
1.3
Risk arises from uncertainty, which in turn rises from incomplete information.
1.4
Ultimately risk assessment may be able to tell you the possible impacts and the chances
that each outcome will occur (risk probability). All that is unknown is the actual outcome,
which will always be uncertain.
Risk and return
2.1
Businesses may be willing to tolerate a higher level of risk (a wider range of possible
outcomes, a higher probability of negative outcomes) provided they receive a higher level of
return; this is their appetite for risk.
2.2
The acceptance of a degree of risk is necessary in business to compete successfully and

grasp new opportunities. It is expected by shareholders, who themselves ultimately bear the
risk of a business.
2.3
A business should reduce the negative aspects of risk where possible, but not eliminate all
risks because of its positive aspects.
2.4
The role of organisational management is to maximise the returns that are possible given
the levels of acceptable risk.
Risk management
3.1
Risk management is an integral part of strategy, and involves analysing the key value
drivers in the organisation's activities, and the risks associated with those value drivers.
3.2
A simplistic view of risk would see it in purely negative terms, as downside risk. Here, risk
management would aim to minimise the chances that such adverse events will occur.
3.3
However, organisations should be aware that it might not be possible to eliminate risks
without undermining the whole basis on which the business operates or without incurring
excessive costs and insurance premiums.
3.4
There will be a level of residual risk, which it is simply not worth or possible to eliminate.
3.5
The benefits derived from risk management, possibly at the expense of profits, are:
(a)
(b)
(c)
The predictability of cash flows

Limitation of the impact of potentially bankrupting events
Increased confidence of shareholders and other investors
69
6: BUSINESS RISKS
Risk and corporate governance
4.1
There needs to be a link between directors remuneration and risks taken by the
organisation.
4.2
Directors need controls or incentives to ensure the risk appetite of the company matches
shareholder expectations otherwise directors could decide that the company should accept
a level of risk higher than shareholders consider acceptable.
4.3
Corporate governance frameworks aim to ensure that directors pay sufficient attention to
risk management and take appropriate risks. Corporate governance guidelines therefore
require directors to:
(a)
Establish appropriate control mechanisms for dealing with the risks the organisation
faces
(b)
Monitor risks themselves by regular review and a wider annual review
(c)
Disclose their risk management processes in the accounts.
Strategic risks
5.1
Strategic risks are those risks that relate to the fundamental long term decisions that
directors take about the future of an organisation.
5.2
The most significant risks are focused on the actual strategy the organisation adopts. This
will include issues such as:
Technology
Resources
STRATEGIC
RISKS
Entry and
Exit
Competition
Products and
Pricing
70
Mergers and
acquisitions
6: BUSINESS RISKS
Lecture example 1
Class discussion
Required
What other factors could influence the degree of strategic risk faced by a company?
Solution
Operational risk
6.1
Operational risk is the risk of loss from a failure of internal business and control processes.
6.2
Operational risk includes losses arising from

(a)
(b)
(c)
(d)
(e)
(f)
6.3
Internal control/audit inadequacies

IT failures
Human error
Loss of key-personnel
Fraud
Business interruption.
The main difference between strategic and operational risks is that strategic risks relate to
the long term and are derived in part from the external environment. Operational risks are
what could go wrong on a day-to-day basis, and are internally focused.
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6: BUSINESS RISKS
Classification of risk
7.1
There are many different types of risks faced by organisations, particularly those with
commercial or international activities.
7.2
The nature of these risks can be classified under the several key headings, as illustrated
below.
Financial
Physical
Product
Legal
Political
Property (inc
intellectual)
RISK
CLASSIFICATION
Economic
Environmental
Fraud
Technological
Organisational
Knowledge
management
Reputation
Trade (inc
FOREX)
72
6: BUSINESS RISKS
Lecture example 2
Class discussion
Required
Suggest the various aspects of business and financial performance that could contribute to
financial risk.
Solution
73
6: BUSINESS RISKS
Lecture example 3
Class discussion
Required
Suggest various ways in which technological risk could manifest itself in a large business
organisation.
Solution
Lecture example 4
Class discussion
Risky Business
A & B is a European retail company that has had a presence on the high street in its home country
for decades. It traditionally sold high quality, own brand goods. Its range covers clothing, food and
groceries and furniture / household items. It acquired a reputation for being the place where
everybody bought their socks and underwear. It also attracted a lot of seasonal Christmas sales in
both the clothing ranges (because of its generous returns policy) and the food ranges which are
still regarded as more upmarket than rival supermarkets.
In the 1990s and early 2000s it was being described in the press as a troubled retail chain
because of its lacklustre performance. Among the problems it faced were late adoption of
EFTPOS, a conservative clothing range, while its traditional demographic were increasingly
youthful in their outlook and issues regarding the quality and value for money of the clothing after
production was moved from its home country to parts of the world with cheaper labour. The brand
had a tired feel to it.
The company has had mixed success in turning its fortunes around. It has had several changes on
the board, including both the posts of Chair and CEO. There have also been changes in the design
team for the womens clothing ranges. The company launched several collections aimed at
different groups of women, including xclusiv, pour Elle and traditional
74
6: BUSINESS RISKS
Other strategies being rolled out are to gain a reputation for exemplary social and environmental
policies, diversifying into financial products, online selling and establishing branches across the
rest of Europe and North America. These have sought to link the brand to the (positive) values and
characteristics associated within its home country.
Required:
Analyse the risks facing the company.
Solution
75
6: BUSINESS RISKS
Chapter summary
Section
Topic
Summary
Risk and Uncertainty
Risk describes situations with a range of possible

outcomes. Hazard or down-side risk can describe
negative outcome and up side risk positive outcomes.
Risk arises from uncertainty or incomplete information.
Risk and Return
Higher risks are usually associated with higher returns.

This means that companies would not want to eliminate all
risk even if that was possible because of the loss of
business opportunities.
Risk Management
Risk management means analysing the companys

exposure to risk and deciding on an appropriate response.
Risk and Corporate

Governance
The directors should ensure that the risk appetite of the

company matches the expectations of investors.
Corporate Governance frameworks seek to ensure that
directors consider risk and act appropriately.
Strategic Risks
Strategic Risk is the chance that strategic decisions will

fail. It relates to long term, fundamental decisions such as
entering or exiting markets, mergers and acquisitions
Operational Risk
Operational risk is the chance of incurring loss from short

term, internal operational decisions, such as IT problems,
employee fraud, and business interruption.
Classification of Risk
Businesses classify risk in whatever way is most

appropriate to them. A useful list in exams is; Product,
Event, Financial, Economic, Technological.
Reputation risk is sometimes called the risk of risk as
successful management of other risk can reduce it. It is
the risk of a detrimental change in the perceptions of
others with regard to the business.
END OF CHAPTER
76
Risk assessment

Identify, and assess the impact upon, the stakeholders involved in business risk
Explain and analyse the concepts of assessing the severity and probability of risk events
Describe and evaluate a framework for board level consideration of risk
Exam Context
You may be asked to describe the risk analysis framework in the exam, or be given details about particular
stakeholders whose views are important.
Most importantly when considering risks described or implied in a scenario, you need to assess the risk probabilities
and the impacts (what will happen if the risk materialises). Although you may only be able to do this very roughly, it
may well determine which risks you concentrate on in your answer; the more significant the risk, the more depth of
discussion will most likely be required.
Aspects of the risk management process are examined elsewhere in for example detailed calculations in Financial
Management and the business environment in Business Analysis. This paper takes a broad view of the whole process
of identifying and managing risk.
Business Context
The very existence of business risks in all of its forms means that an organisation needs to employ effective risk
management measures. The adoption of a structured and methodical approach, which considers risk holistically,
consistently and iteratively, ensures a business is best placed to take appropriate mitigating action.
77
7: RISK ASSESSMENT
Overview
Risk Management
.
Risk identification
Event Identification
Risk assessment
Risk profiling
Risk prioritisation
Risk quantification
Risk consolidation
Risk review
Portfolio
management
78
7: RISK ASSESSMENT
Risk analysis
1.1
Risk analysis is made up of five stages:
Identification
Assessment
Profiling
Quantification
Consolidation
Risk identification
2.1
The identification of risks before they materialise makes it easier for management to
identify suitable methods that can be used to manage them.
2.2
Risk identification is a continuous (or iterative) process, so that new risks and changes
affecting existing risks may be identified quickly and dealt with appropriately, before they
can cause unacceptable losses.
2.3
A key aspect of risk identification [emphasised by the COSO Enterprise Risk Management
Framework] is identification of events that could impact upon implementation of strategy or
achievement of objectives.
2.4
Events analysis includes identification of:
2.5
(a)
External events such as economic changes, political developments or technological

advances
(b)
Internal events such as equipment problems, human error or difficulties with

products
(c)
Trends and root causes. Once events have been identified, management may find
that assessment and treatment of causes is a more effective solution than acting on
individual events once they occur
(d)
Escalation triggers, certain events happening or levels being reached that require
immediate action
(e)
Event interdependencies, identifying how one event can trigger another and how
events can occur concurrently. For example, a decision to defer investment in an
improved distribution system might mean that downtime increases and operating
costs go up
Events can be classified horizontally across the whole organisation and vertically within
operating units. This gives management a better understanding of the interrelationships
between events, gaining enhanced information as a basis for risk assessment.
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7: RISK ASSESSMENT
Risk assessment
3.1
It is not always simple to forecast the financial effect of a possible disaster, as it is not until
after a loss that all the impacts the extra expenses, inconveniences and loss of time can
be recognised. Assessment involves estimating or otherwise establishing the impact of
possible outcomes, and their likelihood.
Risk profiling
4.1
This stage involves using the results of a risk assessment to group risks into risk families.
One way of doing this is a likelihood/consequences matrix.
Consequences (impact)
Low
Likelihood (risk probability)
Low
High
Loss of suppliers of small

scale and unimportant
inputs
Loss of key customers

Failure of computer systems
Loss of lower-level staff
Loss of senior or specialist

staff
Loss of sales to competitor
Loss of sales due to
macroeconomic factors
High
4.2
This profile can then be used to set priorities for risk mitigation.
4.3
The main limitation of this approach is that it rests upon the assumption that both impact
and risk can be quantified, or at least ranked, but quite often they cant.
Risk quantification
5.1
Risks that require more analysis can be quantified, where possible results or losses and
probabilities are calculated and distributions or confidence limits added on. From this
exercise the organisation can ascertain certain key figures.
(a)
(b)
(c)
(d)
5.2
Average or expected result or loss

Frequency of losses
Chances of losses
Largest predictable loss
The examiner has stated that you wont be expected to carry out any calculations in the
exam.
80
7: RISK ASSESSMENT
Risk consolidation
6.1
Risk needs to be consolidated at the corporate level.
6.2
This aggregation will be required as part of the overall review of risk that the board needs
to undertake under corporate governance provisions.
Stakeholders' responses to risk
7.1
Businesses should be aware of stakeholder responses to risk as this could have an

adverse effect on their business.
Shareholders are not necessarily risk averse, but they will expect higher returns from
high risk companies. They may well have acquired their shares to fit into a balanced
portfolio. They will be concerned if there is an unexpected change in the companys
risk appetite and may choose to invest elsewhere.
Debt providers are most concerned about the risk of non-payment, They can take
various actions with potentially serious consequences such as:
Denial of credit
Higher interest charges,
Applying restrictive covenants
Requiring security (e.g. mortgage)
Putting the company into liquidation.
Employees will be concerned about threats to their job prospects (money, promotion,
benefits and satisfaction) and ultimately threats to the jobs themselves. The variety of
actions employees can take include:
Pursuing of their own goals rather than shareholder interests

Industrial action,
Refusal to co-operate
Resignation
Customers will be concerned with threats to their getting the goods or services that
they have been promised, or not getting the value from the goods or services that they
expect. The risk to the firm is that they could take their business elsewhere.
Governments, regulatory and other bodies will be particularly concerned with risks
that the organisation does not act as a good corporate citizen, implementing for
example, poor employment or environmental policies. A number of the variety of
actions that can be taken could have serious consequences.
Government can impose tax increases or regulation or take legal action
Pressure groups tactics can include publicity, direct action, sabotage or

pressure on government or other stakeholders.
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7: RISK ASSESSMENT
Board consideration of risk
8.1
The risks facing an organisation should influence the ways in which the board develops its
internal control systems. This is a key component of good corporate governance
8.2
The Turnbull report laid out a framework for board consideration of risk and internal control,
in which the board should consider:
(a)
The nature and extent of the risks facing the company
(b)
The extent and categories of risk which it regards as acceptable for the company to
bear
(c)
The likelihood of the risks materialising
(d)
The companys ability to reduce the incidence and impact on the business of risks
that do materialise
(e)
The costs of operating particular controls relative to the benefits obtained in

managing the related risks
8.3
The Turnbull Report recommends that the board should regularly receive and review
reports on risk management and internal control.
8.4
Turnbull also recommends that directors should conduct an annual review of risk and
internal control.
82
7: RISK ASSESSMENT
Chapter summary
Section Topic
Summary
Risk Analysis
Risk analysis is made up of five stages from risk identification

and to risk consolidation.
Risk Identification
Risk identification is a continuous process. COSO emphasises

events which may impact on business objectives. Events may
be internal or external. Events analysis should consider trends,
triggers and interdependencies.
Risk Assessment
Risk assessment is the process of establishing impacts and

probabilities of events. This information is then used for risk
profiling
Risk Profiling
One method of profiling is to position the risk event within a

probability/impact matrix. This process helps establish
priorities for risk mitigation
Risk Quantification
Calculations can establish the distribution of outcomes,

confidence limits for outcomes, expected outcomes, frequency
or probability of outcomes and largest predictable losses.
There are no calculations in this exam.
Risk Consolidation
Risk consolidation will involve aggregating and categorising the

risks analysed. It will be part of the high level review of risk.
Stakeholders
Responses to Risk
Shareholders will expect higher returns from higher risks. They

may react negatively to changes in the risk of the company.
Suppliers and lenders will respond to risk of non-payment
Employees will respond to risks associated with job prospects
and security.
Customers will respond to threats to the provision of goods and
services.
Government and regulators will respond to threats to corporate
citizenship and compliance.
Board
Consideration of
Risk
In order to operate a sound system of internal controls the

board should thoroughly and regularly evaluate the nature and
extent of the risks to which the company is exposed. The
board considers the risk the company faces and what risk it is
acceptable for the company to bear. They should consider the
likelihood and impact of risks and the cost / benefit of operating
particular controls.
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7: RISK ASSESSMENT
END OF CHAPTER
84
Controlling risk

Identify, explain and evaluate the corporate governance and executive management roles in risk
management (in particular the separation between responsibility for ensuring that adequate risk management
systems are in place and the application of risk management systems and practices in the organisation)
Explain the assess the role of a risk manager in identifying and monitoring risk
Explain and evaluate the role of the risk committee in identifying and monitoring risk
Explain the importance of risk awareness at all levels of an organisation
Describe and analyse the concepts of embedding risk in an organisations systems and procedures
Describe and evaluate the concept of embedding risks in an organisations culture and values
Explain and analyse the concepts of spreading and diversifying risk and when this would be appropriate
Define the terms risk avoidance and risk retention
Explain and evaluate the different attitudes to risk and how these can affect strategy
Explain and assess the necessity of incurring risk as part of competitively managing a business organisation
Explain and assess attitudes towards risk and the ways in which risk varies in relation to the size, structure
and development of an organisation
Exam Context
The chapter contents could be examined in overview (the key features of a good risk management system) or you
may be asked more specific questions about various aspects such as the responsibilities of senior management or
when different methods of dealing with risk might be appropriate.
During your studies at the fundamentals level you will have learned a number of financial and management
accounting techniques had the effect of controlling risk in a business environment. Although not identified as such at
the time, you should use this knowledge as the foundation stone to aid your understanding of the paper, and cite
examples to help apply this knowledge in the exam.
Business Context
For a business to be successful it must take risks. The old adage you need to speculate to accumulate holds true,
however risk must always be managed in a controlled environment. This chapter will help you appreciate exactly how
organisations can create such a control environment and therefore affect control measures in all areas of business
activity.
85
8: CONTROLLING RISK
Overview
Controlling Risk
.
Attitude to risk
Risk taking
Risk aversion
Enterprise risk management
Risk awareness culture
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8: CONTROLLING RISK
Risk attitudes (appetites)
1.1
Management responses to risk are not automatic, but will be determined by their own
attitudes to risk, which in turn may be influenced by shareholder attitudes.
Lecture example 1
Required
Suggest factors likely to influence an organisation's attitude to risk.
Solution
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8: CONTROLLING RISK
Enterprise risk management
2.1
Enterprise risk management [ERM] is a process, affected by an entity's board of

directors, management and other personnel, applied in strategy setting and across the
enterprise. ERM should identify potential events that may affect the organisation and
manage risks to be within its risk appetite, whilst providing reasonable assurance
regarding the achievement of entity objectives. [COSO]
2.2
ERM provides a coherent framework for organisations to deal with risk, based on the
following components:
Internal
environment
Monitoring
Event
identification
ERM
COMPONENTS
Control
activities
Risk
assessment
Information and
communication
2.3
Risk
response
ERM has the following characteristics.

It is a process that should ideally be intertwined with existing operations
It provides a mechanism to help understand risk, responsibilities and levels of authority.
It is applied in strategy setting, with management considering the risks in alternative
strategies [scenario planning].
It is applied at all levels of the organisation from strategic planning and resource
allocation, to operational-level activities and business processes.
It is designed to identify events potentially affecting the entity and manages risk within
its risk appetite.
It provides reasonable assurance.
It is geared to the achievement of objectives.
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8: CONTROLLING RISK
2.4
Benefits of ERM
Alignment of
risk appetite
and strategy
Better
capital
allocation
Seize
business
opportunities
Link growth,
risk and
return
BENEFITS OF
ERM
Choose best
risk
response
Minimise
surprises
and losses
Provide
responses to
multiple risks
Identify and
manage risks
across the
organisation
Embedding risk awareness and assessment
3.1
Risk management should be embedded within an organisation's processes, environment,

culture, structure and systems. Organisations should issue a risk policy statement and
maintain a risk register.
3.2
Risk management should evolve into a consistent, embedded activity within a companys
strategic, business, budget and audit planning process and should focus on:
(a)
(b)
(c)
3.3
Risk to stakeholder/shareholder value

Consistent action-oriented risk assessment criteria
Common reporting elements and style
The internal environment is an essential element of an embedded risk management

approach defined in the COSO Guide Enterprise Risk Management Integrated
Framework.
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8: CONTROLLING RISK
Inculcating a risk aware culture
4.1
Inculcating risk awareness into an organisations culture is best achieved by:

(a)
(b)
(c)
4.2
top-down communications
on what the risk philosophy is and
what is expected of the organisations people.
The COSO Framework recommends certain organisational measures for spreading

ownership of risk management.
(a)
Risk management should be an explicit part of everyone's job description.
(b)
Personnel should understand the need to resist pressure from superiors to

participate in improper activities, and channels outside normal reporting lines
should be available to permit reporting such circumstances.
(c)
Training is of course essential, especially for new employees and for all when new
procedures are introduced.
(d)
The people who are expected to own risks and risk management will be more
inclined to take a stake in risk management.
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8: CONTROLLING RISK
Lecture example 2
Required
The biggest challenge likely to be encountered in developing an effective risk management
culture is resistance to cultural change.
Suggest:
(a)
(b)
Reasons why individuals in the firm may resists such moves

How management could successfully manage the change process
Solution
91
8: CONTROLLING RISK
Chapter summary
Section Topic
Summary
Risk
attitudes/appetites
The risk appetite of the company will be influenced by the

returns expected by investors, the compliance regime and
personal attitudes to risk.
Enterprise Risk
Management
COSO provides a framework for managing and controlling risk

called Enterprise Risk Management. In addition to the risk
analysis ERM emphasises communication and monitoring. RM
is geared towards the achievement of business objectives
Embedding Risk
Awareness and
Assessment
Risk management should be embedded within an

organisation's processes, environment, culture, structure and
systems.
Inculcating a Risk
Aware Culture
A risk aware culture is achieved by communication form the top

of the organisation about what is expected. Risk management
should be included in job descriptions and training. The aim is
spread ownership of risk management.
END OF CHAPTER
92
Information requirements
and reporting

Describe and assess the need to report on internal controls to shareholders
Describe the content of a report on internal control and audit
Explain and assess the need for adequate information flows to management for the purposes of the
management of internal control and risk
Evaluate the qualities and characteristics of information required in internal control and risk management and
monitoring
Describe and evaluate a framework for board level consideration of risk
Describe the process of externally reporting on internal control and risk
Explain the importance of risk awareness at all levels in an organisation
Exam Context
In scenarios, look out for information on communication links; poor communication is often an important sign of a weak
control system. Board review and reporting are key elements in the control system and youll need to know what an
effective board review involves.
Effective communication is a key trait of a successful practising accountant. Such skills are tested as a matter of course
through all of the exams of the professional ACCA qualification. However, as you approach the end of your studies it is
very important that you appreciate both why and how to communicate in business; this chapter provides a useful
backdrop to such understanding.
Business Context
Here we will bring together a number of themes discussed earlier. The key issue is communication, in particular the
importance of two-way communication between the directors and the staff. The formal review of risk and internal control
undertaken by the board (or via internal audit) aims to produce a report to shareholders communicating how the firm has
been addressing the major risks it faces. Formal communication of this sort in part provides assurance that the internal
control systems are working well.
93
9: INFORMATION REQUIREMENTS AND REPORTING
Overview
Information requirements
.
Good quality information
Internal communication
External communication
Internal control review
Reporting on
94
Risk management
Internal control
The information requirements of directors
1.1
Directors require information from a large variety of sources to allow them to review the
operation of the internal control systems
Lecture example 1
Required
Suggest various ways in which directors can obtain the information they need to assure the
effectiveness of control systems.
Solution
95

1.2
The information obtained from the disparate sources must be compared and discrepancies
followed up and addressed.
1.3
The board must undertake a regular review of the information they receive.
1.4
Good quality information can be described using the following characteristics:

Accurate
Complete
Cost- beneficial
User targeted
Relevant to task
Authoritative
Timely
Easy to use
Communication with employees and internal control
2.1
Formal communication of control and risk management issues with employees reinforces
both the need and importance of control systems. This is implicit within an embedded risk
aware culture (discussed in Chapter 8).
2.2
Control systems may appear to work on paper but, if they are not designed with the user in
mind, they are likely to be unworkable in practice.
2.3
Turnbull suggested a number of employee-related issues that management need to ensure:

(a)
Working practices encourage risk management, and discourage taking unnecessary

risks
(b)
That responsibility for delivering business objectives and managing related risk is
clearly understood
(c)
Problems are reported and acted upon, rather than simply left unresolved
(d)
All business activities are effectively co-ordinated (goal congruence)
(e)
All employees have sufficient knowledge, skills and resources to support the
achievement of the organisation's objectives (and to manage associated risks)
(f)
The introduction and use of a well communicated risk management vocabulary

across the organisation
96
Lecture example 2
Required
What measures could be employed by management to ensure that all staff understand that risk
management is an integral, embedded part of the organisation's operations?
Solution
2.4
Good lines of communication can be difficult to achieve in large organisations and/or those
operating all over the world. Their effectiveness may also vary due to differences in culture
over the whole organisation.
97
Management review and reporting
3.1
Boards should review risks and the effectiveness of internal controls regularly.
3.2
To carry out an effective review, boards should regularly receive and review reports and
information on internal control, concentrating on the following:
What are the risks?
What are the strategies for identifying,

evaluating and managing them?
How are risks monitored and how are

any weaknesses dealt with?
How effective are the management and

internal control systems in the
management of risk?
Are actions are being taken to reduce

the risks once found?
Do the results indicate that internal

control should be monitored more
extensively?
th
3.3
The board should carry out a formal annual review that looks more widely at risks faced
and control systems and also how these issues should be reported.
3.4
According to Turnbull, the annual review should cover:

(a)
Changes since the last formal risk assessment
(b)
The company's ability to respond to changes in its business environment
(c)
The scope and quality of management's monitoring of risk and internal control, and
of the work of internal audit
(d)
The extent and frequency of reports to the board
(e)
Significant controls, failings and weaknesses which have or might have material
impacts upon the accounts
98
Reporting on risk management and internal controls
4.1
The board should disclose as a minimum in the accounts:

(a)
(b)
(c)
4.2
4.3
The existence of a process for managing risks,

How the board has reviewed the effectiveness of the process, and
That the process accords with the [Turnbull] guidance.
The board should also explicitly state within the report to the accounts:
(a)
A formal acknowledgement that they are responsible for the company's system of
internal control, and for reviewing its effectiveness
(b)
An explanation that such a system is designed to manage rather than eliminate the
risk of failure to achieve business objectives
(c)
A summary of the process that the directors have used to review the effectiveness of
the system of internal control
(d)
Information about identified weaknesses in internal control that have resulted in

material losses
The internal control system recommended by the Turnbull report is notable because it
supports the following.
Forward
looking
Values
openness with
full disclosure
Regular
re-evaluation
INTERNAL
CONTROL
SYSTEMS
Adaptive to
its changing
business
environment
Manages
risk, does
not eliminate
risk
Unifies all
business
units
Strategic
focus
99
Chapter summary
Section Topic
Summary
The information
requirements of
directors
Directors need information to review risks and controls. They

should receive regular reports from the audit committee and
risk committee and from operational managers. The board
should regularly review the adequacy of the information it
receives from all sources.
Communication with
employees and
internal control
Good lines of communication are part of a sound risk and

control culture. Problems should be reported and acted upon
rather than simply left unresolved. Organisational and cultural
factors may create barriers to good communication.
Management Review
and Reporting
Boards should carry out a formal annual review of risks and

controls. This should be supported by regular internal
reporting. The formal review should cover: changes; ability to
respond to changes; quality of monitoring; adequacy of
internal reporting; and, material weaknesses.
Reporting on Risk
Management and
Controls
The board makes formal disclosure to the investors of:

existence of a process to control risk; confirmation that a
review of effectiveness has been carried out; the process
accords with a framework (Turnbull or COSO). The board
acknowledges its responsibility for internal controls, explains
the limitations of controls, describes the review process and
highlights any material weaknesses.
END OF CHAPTER
100
Ethics and the public

interest

Explain and distinguish between the ethical theories of relativism and absolutism
Explain, in an accounting and governance context, Kohlbergs stages of human moral development
Describe and distinguish between deontological and teleological/consequentialist approaches to ethics
Describe and evaluate Gray, Owen and Adams' seven positions on social responsibility
Describe and evaluate other constructions of the corporate and personal ethical stance
Describe and analyse the variables determining the cultural context of ethics and corporate social responsibility.
Explain and explore the nature of a profession and professionalism
Describe and assess what is meant by the public interest
Describe the role of, and assess the influence of, accounting as a profession in the organisational context
Analyse the role of accounting as a profession in society
Recognise accountings role as a value-laden profession capable of influencing the distribution of power and
wealth in society
Describe and critically evaluate issues surrounding accounting and acting against the public interest
Exam Context
Although the pilot paper contained a very a straightforward ethics question, it should be anticipated that at this level
other questions may be more complex. You are likely to need to consider the range of influences on a person and/or
organisations ethical position. A typical question might ask you to interpret people's actions or attitudes in the light of the
ethical theories or suggest how one of the theories might affect behaviour.
The ACCA have introduced an ethics module for all accountancy students to complete. Ethics is introduced early on in
the syllabus at paper F1 (Accountant in Business) and it will be a theme permeating all of the final papers.
Business Context
The International Federation of Accountants (IFAC) has deemed it necessary to provide clear and unambiguous ethical
guidance to all members of the profession. The ACCA have adopted the IFAC guidelines within their rulings, which will
govern your standard of behaviour as a qualified member.
101
10: ETHICS AND THE PUBLIC INTEREST
Overview
Ethics and the public interest
.
Ethical theories
Organisational ethics
Social responsibility
Absolutism v Relativism
Professions and the

public interest
Deontological v Teleological/consequentialist
Utilitarianism v Egoism
Kohlbergs
stages of
human moral
development
102
Accountants
Practice
Ethical theories
1.1
Ethics is:
(a)
(b)
(c)
Concerned with right and wrong, and how conduct is judged to be good or bad.
About how we should live our lives and, how we should behave towards other people.
Relevant to all forms of human activity, including the business world.
Relativism
1.2
Relativism denies the possibility of acquiring objective knowledge of moral principles. It

suggests that all moral statements are essentially subjective and arise from the culture,
belief or emotion.
1.3
Relativism recognises the differences that exist between the rules of behaviour prevailing in
different cultures. This is clearly a matter of significance in the context of international
business.
Lecture example 1
Required
What do you consider would be the relative merits and demerits of adopting an ethically relativist
approach in business?
[10 marks]
Solution
103
Ethical absolutism
1.4
This approach to ethics is built on the principle that objective, universally applicable moral
truths exist and can be known. This is called ethical absolutism.
1.5
The methods of establishing ethical absolutism include:

(a)
Religion, based on the concept of universally applicable principles.
(b)
Law, a source of reference for establishing principles.
(c)
Natural law approaches to ethics, based on the idea that a set of natural moral rules
exists and we can come to know what they are.
(d)
Deontological approaches (see below).

Strengths of absolutism
Criticisms of absolutism
Absolutism lays down that there are certain

unambiguous rules that people are able to
follow, knowing that their actions are right.
Absolutist ethics takes no account of

evolving norms within society and the
development of advances in morality.
The existence of absolute rules makes the

application of corporate governance and
comparing the performance of business
units more achievable.
Irrespective of the source of absolute

ethical principles, they are then subject to
human interpretation with the result that
different views may exist on the same
issue.
There will never be universal agreement.
Two absolutist positions may be
incompatible and therefore irreconcilable,
e.g. is it permissible to tell a lie in order to
save an innocent life?
Deontological v Teleological ethics

1.6
An ethical decision will lead to an action which will have consequences. A deontological
approach judges the action, while a teleological approach judges the outcomes.
Decision
104
Action
Outcome
Duty
Benefit / Harm
Deontological ethics
1.7
Deontology is concerned with the application of universal ethical principles in order to arrive
at rules of conduct. Deontology lays down criteria by which actions may be judged in
advance [Kant].
1.8
Deontology tests actions and establishes where your duty lies based on:
1.9
(a)
Applying the rule universally and consistently.
(b)
Rules should respect human dignity.
A criticism of deontological ethics is that you cannot take actions in a vacuum and must
have regard for their consequences. However, we cannot always know what the
consequences of our actions would be.
Teleological (or consequentialist) ethics

1.10 The teleological approach to ethics is to make moral judgements about courses of action by
reference to their outcomes or consequences. Right or wrong becomes a question of benefit
or harm
1.11 There are two versions of consequentialist ethics:
(a)
Utilitarianism can be summed up in the 'greatest good' principle. This says that when
deciding on a course of action we should choose the one that is likely to result in the
greatest good for the greatest number of people. There problem is how do we define
what is good for people.
(b)
Egoism states that an act is ethically justified if decision-makers freely decide to

pursue their own short-term desires or their long-term interests. The subject of all
ethical decisions is the self.
Application in the real world

1.12 Different views may exist on morality, but a consensus may be able to be reached in certain
situations. Absolutism and relativism are the ends of a spectrum, and deontology &
teleological reasoning could also be regarded this way. Most people acknowledge that other
views exists (relativism) while maintaining that there are some are shared values
(absolutism).
1.13 This viewpoint is helpful in business situations where a range of perspectives have to be
understood in order to establish a course of action. It emphasises the importance of morality
as a social phenomenon; that some rules and arrangements need to be established for us to
live together and we therefore need a good understanding of the different moralities that we
will encounter.
105
Kohlbergs stages of human moral development
2.1
Kohlberg describes the development of individuals ethical reasoning in terms of

progression through three levels with two planes within each level. These levels can be
related to ethical behaviour.
2.2
They show the reasoning process of individuals; it is possible that individuals at different
levels will make the same moral decisions, but they will do so as a result of different
reasoning processes.
2.3
Kohlberg emphasises how the decision is reached, not what is decided.
Level 1 Pre-conventional
Obedience and Punishment: suggests that obedience is

compelled by the threat or application of punishment
Individualism, Instrumentalism, and Exchange considers that

right behaviour means acting in one's own best interests
Level 2 Conventional
"Good boy/girl" view; is an attitude that seeks to do what will gain

the approval of others
Law and Order means abiding by the law and responding to the
obligations of duty
Level 3 Post-conventional
Social Contract is an understanding of social mutuality and a

genuine interest in the welfare of others
Principled conscience is based on respect for universal principle

and the demands of individual conscience
106
Organisations' ethical and social responsibility

stances
The ethical stance of an organisation is described by Johnson and Scholes as the extent
to which an organisation will exceed its minimum obligation to stakeholders.
CSR ( Carroll)
Corporate citizenship
(Matten et al)
Ethical Stances
(Johnson & Scholes)
Economic
Shareholders demand a
good return
Employees want fair
employment conditions
Customers seek good
quality products and
services at a fair price
Limited view voluntary

philanthropy undertaken
in the businesss interests
The legitimacy of the

expectations and/or
claims of stakeholders
Without appropriate
relationships with groups
such as suppliers,
employers and
customers, the
organisation would not be
able to function.
Legal
Laws codify societys
moral views
Obedience to the law
must be the foundation of
compliance with social
responsibilities
Equivalent view is based

on a wider general
definition of corporate
social responsibility that is
partly voluntary and partly
imposed
Ethical
Companies are required
to act in a fair and just
way even if the law does
not compel them to do so
Extended view is based

round a partly voluntary,
partly imposed view of
active social and political
citizenship
Short-term shareholder
interest, This approach
would accept a duty of
obedience to the
demands of the law, but
would not undertake to
comply with any less
substantial rules of
conduct.
Long-term shareholder
interest
The responsible exercise
of corporate power may
prevent a build-up of
social and political
pressure for legal
regulation.
Philanthropic
-charitable donations,
contributions to local
communities, and
providing employees with
the chances to improve
their own lives
Shaper of society,
although it is accepted
that this role is largely the
preserve of public sector
organisations.
107
7 Social Responsibility
Viewpoints (Gray
Owen & Adams)
Pristine capitalists:
Business has no moral
responsibilities beyond
their obligations to
shareholders and
creditors.
Expedients social
responsibility may be
appropriate if it is in the
businesss economic
interests.
Proponents of the
social contract there is
effectively a contract or
agreement between the
organisations and those
who are affected by their
decisions.
Social ecologists
believe that business
activities result in
resource exhaustion;
waste and pollution must
be modified.
Organisations must be
socially responsible
Socialists seek to
promote egalitarian
equality.
Radical feminists aim to
promote feminine values
such as co-operation
Deep ecologists suggest
that man has no greater
rights to resources or life
than other species.
Professions and the public interest
4.1
IFACs code of ethics defines professionalism in terms of professional behaviour.
4.2
Professional behaviour imposes an obligation on professional accountants to comply with

relevant laws and regulations and avoid any action that may bring discredit to the
profession.
4.3
Among the most important obligation for modern professionals is maintaining confidentiality
and upholding ethical standards.
4.4
The public interest is considered to be the collective well-being of the community of people
and institutions the professional accountant serves, including clients, lenders, governments,
employers, employees, investors, the business and financial community and others who rely
on the work of professional accountants (IFAC).
Influence of the accountancy profession on organisations

4.5
The influence of the accountancy profession on business and society is potentially huge. It
can be established simply by considering all the different involvements that accountants
have:
(a)
(b)
(c)
(d)
(e)
4.6
Financial accounting
Audit
Management accounting
Consulting
Taxation
The financial information included within accounts can have a number of impacts:
Mechanistic issues, where
the accounts are used to judge
the performance of a company
or its directors in line with a
regulation or contract.
Judgemental issues are

where the figures in the
accounts influence the
judgement of their users.
4.7
Critics of the accountancy profession emphasise the prime role of resource allocation, and
thereby act as the agent of capitalism.
4.8
They argue that accountancy regulations:

(a)
Are too passive, allowing too great a variety of accounting treatments, and failing to
impose meaningful responsibilities on auditors such as an explicit responsibility to
detect and report fraud
(b)
Emphasise the wrong principles, giving priority to client confidentiality over disclosure
in the wider public interest
108
Chapter summary
Section Topic
Summary
Ethics is concerned with issues of right and wrong. Relativism

is the belief that ideas of right and wrong are subjective.
Relativism contrasts with absolutism, the belief that there are
universal, objective moral truths.
Ethical Theories
Deontological ethics establishes rules for how you should or

should not act depending on the rightness of the action.
Teleological or consequentialist ethics looks beyond the action
to the outcome. This approach can be split into two,
utilitarianism which makes judgements based on the greatest
good and egoism which makes judgements based on the
consequences for the individual (the thiefs rule).
2
Kohlbergs stages of
human moral
development
Kohlberg describes the development of individuals ethical

reasoning through three stages or levels.
Pre-conventional: reward/punishment and self-interest
Conventional: good boy/girl and legal or social conventions
Post-conventional: concern for others and principled
conscience
Organisations ethical
and social
responsibility stances
There are four different models which identify different

positions that can be taken. They broadly cover stances of
narrow economic self interest, wider social obligations, a more
principled ethical stance through to a philanthropic position.
(Carrolls CSR)
The other models are: Corporate Citizenship (limited,
equivalent and extended views); Ethical Stances (Shot-term
shareholder, long-term shareholder, stakeholder and shaper of
society); and Gray, Owen & Adams 7 positions (Pristine
Capitalist, Expedient, Social Contract, Social Ecologist,
Socialist, Radical Feminist and Deep Ecologist)
Professions and the

public interest
Professions and professional bodies have a dual role,

protecting the interests of their members and protecting the
public interest. Professionalism means avoiding actions which
would discredit the accountancy profession. Acting in the
public interest means acting for the welfare of society as a
whole. This may conflict with detailed professional ethical
duties such as the duty of confidentiality.
109
END OF CHAPTER
110
Ethics and professional

practice

Describe and explore areas covered by corporate codes of ethics
Describe, and assess the content of, and principles behind, professional codes of ethics
Describe and assess the codes of ethics relevant to accounting professionals such as IFAC or professional body
codes e.g. ACCA
Describe and evaluate issues associated with conflicts of interest and ethical conflict resolution
Apply commonly used ethical decision-making models in accounting and professional contexts: American
Accounting Association model; Tuckers 5-question model
Explain and evaluate the nature of impacts of ethical threats and safeguards
Explain and explore how threats to independence can affect ethical behaviour
Explain and analyse the content and nature of ethical decision-making using content from Kohlbergs framework
as appropriate
Explain and analyse issues related to the application of ethical behaviour in a professional context
Describe and discuss rules-based and principles-based approaches to resolving ethical dilemmas encountered in
professional accounting
Exam Context
Although it is possible to gain a few marks for describing basic ethical threats, the main focus on questions on ethics will
be based on practical situations. In the scenarios provided in the exam ethical issues, and associated recommended
action, will not be clear-cut.
The IFAC and the ACCA provide clear guidance on best ethical practice. However, your examiner has stated that
applying other relevant codes to the situations in the exam will also gain you credit.
If you havent already, you are strongly encouraged to complete the ACCA online ethics module. Although not
compulsory for existing ACCA students transiting between the old and new syllabuses, it will help to bridge the
knowledge gap you will face, and be invaluable in your preparations for sitting paper P1
Business Context
Undoubtedly ethics and ethical behaviour has become an important issue in the global business world. The array of
corporate scandals, often involving professional accountants, has left the public with little confidence in terms of how
business is conducted. By adopting a strong professional ethics stance this should go a long way in reassuring the
unconvinced that our profession, and the ACCA in particular, takes ethical practice very seriously.
111
11: ETHICS AND PROFESSIONAL PRACTICE
Overview
Professional ethics
.
Corporate codes of ethics
Professional codes of ethics
Ethical conflict
resolution
IFAC Guidelines
American
Accounting
Association
Independence
Threats to professional
independence
Tucker 5
questions
Kohlberg
112
Self interest
Self review
Advocacy
Familiarity
Intimidation
Corporate codes of ethics
1.1
Organisations have responded to wide and varied pressures from external stakeholders to
be seen to act ethically by publishing ethical codes.
1.2
Ethical codes contain a series of statements setting out the organisation's core values and
explaining how it sees its responsibilities towards its stakeholders. They cover specific areas
such as gifts, anti-competitive behaviour and so on. However, often they do little more than
describe current acceptable practices.
Lecture example 1
Required
Apart from the use of ethical codes how else can an organisation aim to control and influence the
ethical behaviour of staff?
Solution
1.3
Issuing an ethical code is not enough to ensure correct ethical practice. The following are
also required:
(a)
The commitment of the board and senior management to the code needs to be real,
and it needs to be very clearly communicated to all staff.
(b)
Measures need to be taken to discourage previous behaviours that conflict with the
spirit and detail of the code.
(c)
Staff need to understand that it is in the organisation's (and their) best interests to
change behaviour, and become committed to the same ideals.
113

1.4
Negative aspects of ethical codes include that they:

(a)
Can contain inflexible and impractical rules, which are not at all clear
(b)
Are often perceived by staff as irrelevant, because they: fail to address the sort of
ethical problems they are likely to encounter
(c)
Are widely ignored as they are not enforced
(d)
Contradict the prevailing business culture and working practices
(e)
Do not reflect the true behaviour of senior management
IFAC professional code of ethics
2.1
The IFAC Code of Ethics provides a good illustration of a principle-based approach:

(a)
The code clarifies up-front acceptance by the accountancy profession of their

responsibility to act in the public interest.
(b)
The detailed guidance is preceded by the underlying fundamental principles of ethics.
(c)
The guide supplies a conceptual framework that requires accountants to identify,

evaluate and address threats to compliance, and applying safeguards to eliminate the
threats to reduce them to an acceptable level.
Advantages of a principles-based
framework
Disadvantages of a principles-based
framework
The onus on the professional accountant to

think about relevant issues in a given
situation, rather than simply avoiding a
checklist of unacceptable actions.
Ethical codes cannot include all

circumstances and dilemmas, so
accountants need a very good
understanding of the underlying principles.
A framework prevents professionals

interpreting legalistic requirements narrowly
to get around the ethical requirements.
International codes cannot fully capture

regional cultural variations in beliefs and
practice.
It allows for variations, which is important

as situations differ.
Principles-based codes can be difficult to

enforce legally, unless the breach of the
code is blatant. Most are therefore
voluntary and perhaps therefore, less
effective.
It can accommodate a rapidly changing

environment, such as the one in which
accountants operate.
2.2
The ACCA has published its own Code of Ethics and Conduct for its members, which is
broadly based on the same principles as the IFAC Code.
2.3
The table below details fundamental principles upon with the code are based, which can be
easily remembered using the OPPTIC mnemonic:
114
Fundamental principles
2.4
Objectivity
Members should not allow bias, conflicts of interest or undue

influence of others to override professional or business judgements.
Professional
behaviour
Members should comply with relevant laws and regulations and

should avoid any action that discredits the profession.
Professional
competence and
due care
Members have a continuing duty to maintain professional knowledge

and skill at a level required to ensure that a client or employer
receives competent professional service based on current
developments in practice, legislation and techniques. Members
should act diligently and in accordance with applicable technical and
professional standards when providing professional services.
Technical
standards
Members should ensure that all work undertaken is performed to the

highest standards.
Integrity
Members should be straightforward and honest in all business and

professional relationships.
Confidentiality
Members should respect the confidentiality of information acquired

as a result of professional and business relationships and should not
disclose any such information to third parties without proper or
specific authority or unless there is a legal or professional right or
duty to disclose. Confidential information acquired as a result of
professional and business relationships should not be used for the
personal advantage of members or third parties.
Safeguards against breach of compliance with the IFAC and ACCA guidance include:
(a)
Safeguards created by the profession, legislation or regulation (e.g. corporate

governance)
(b)
Safeguards within the client/ the accountancy firm's own systems and procedures
(c)
Educational training and experience requirements for entry into the profession,
together with continuing professional development.
115
Lecture example 2
Required
Ethical standards, quality control standards and auditing standards work together to ensure
independence is safeguarded and good quality audits are carried out.
What additional safeguards can be included in the client/firm's own systems and procedures?
Solution
116
Models of ethical conflict resolution
IFAC Code
3.1
The IFAC Code states that firms should have established policies to resolve conflict and
should consider:
(a)
(b)
(c)
(d)
(e)
The facts
The ethical issues involved
Related fundamental principles
Established internal procedures
Alternative courses of action, considering the consequences of each.
American Accounting Association Model

3.2
The American Accounting Association Model frames the ethical decision as a series of
answers to questions.
(a)
What are the facts of the case?
(b)
What are the ethical issues in the case?
(c)
What are the norms, principles and values related to the case?
(d)
What are the alternative courses of action?
(e)
What is the best course of action that is consistent with the norms, principles and
values identified?
(f)
What are the consequences of each course of action?
(g)
What is the decision?
Tuckers 5-question model

3.3
Tuckers 5 question model is a benchmark against which to test the ethicality of a decision.
Ask yourself, is the decision:
(a)
(b)
(c)
(d)
(e)
Profitable?
Legal?
Fair and equitable?
Right, which is prone to subjective judgement?
Sustainable or environmentally sound?
Kohlbergs guidance
3.4
One aim of a principles-based ethical code is in effect to move subjects towards postconventional levels of reasoning as defined in Kohlbergs framework (see Chapter 10).
3.5
The principles are meant to provide ideals towards which ethical decisions should aspire,
and thereby encourage individuals to make their own ethical judgements.
117
Lecture example 3
Group discussion
Southern Construction, started as a small family-run business in the 1980s. John Falshaw, the
founder and self-appointed chairman of the board, foresaw rapid expansion and so decided that
the firm should go public. Unfortunately, the timing of this decision was unfortunate as it coincided
with an economic recession, which hit the building trade very hard. The strain was too much and
Falshaw suffered a massive heart attack, and was forced to retire.
In the past Falshaw had run things with a heavy hand; things were done his way or not al all! The
board served as a rubber stamp for his decisions, and as a result, financial and operational
controls were weak or non-existent.
The new chairman was trying desperately to maintain existing levels of financing. However, the
firms bank was very unsettled by recent events, and insisted that Southern Equipment plc recruit
some non-executive directors to strengthen the effectiveness of the board.
Thomas Edwards FCCA had recently retired as financial controller of a large engineering
company. He was delighted when he was approached by the chairman of Southern Construction
with the offer of becoming a non-executive director and chair of the yet to be established audit
committee. On accepting the position, the head of internal audit, Mary Flanagan, was instructed to
report directly to Edwards. New internal controls were instituted and additional internal audit staff
were recruited.
One day Mary Flanagan reported that her team had found that a salesman had been submitting
false expenses vouchers running into thousands of pounds. Mary, who had a reputation for
integrity and thoroughness, was particularly upset because the actions were a clear violation of the
Southern Equipment Code of Conduct. The salesman in question was Elmer Pearson. When
asked what should be done with Pearson, she responded, The penalty called for submitting false
expense claims is summary dismissal no exceptions.
It transpired that Pearson would go out with another sales rep, and then both would submit an
expenses claim for the same trip. Internal audit had unearthed dozens of vouchers like this, some
even claiming for imaginary trips.
Edwards was concerned about the reaction of the bank if they learned about thus fraudulent
activity.
Later that day, Flanagan phoned Edwards at home. She sounded upset, but wanted to talk. Im
confused she said, my loyalties are being pulled in so many directions, I dont know what to
think. She went on to point out that she had known Pearson for over 10 years, and he had always
been friendly and helpful to her. She wondered if long service and loyalty to the firm deserved
special consideration.
The following day Edwards confronted Pearson. Pearson admitted to the double billing and
imaginary trips. When he was accused of clearly violating the Code, he said you dictate my
resignation, Ill sign it and be out of here tonight. Edwards responded to this by advising Pearson
that if any criminal activity were involved, it wouldnt stop there.
To this, Pearson looked incredulous and began to argue his case strongly. He was currently
working on a big deal with a Japanese businessman a market Southern Equipment had been
trying to crack for some time. His budget has been cut to the bone, so he used the money from the
expenses subterfuge to finance the sales pitch. All that is left on a 10 million deal is for the papers
118

to be signed and Pearson was the only man who had developed the personal relationship with the
Japanese businessman to secure this.
Edwards sat in his office pondering about what to. The bank has just been on the phone
requesting a meeting next week to discuss progress in strengthening the controls within the
business.
Required
Appraise the business and ethical issues, and advise Edwards what to do.
Solution
119
Independence (and conflicts of interest)
4.1
Threats to independence of action and conflicts of interest include:
Self-interest
Self-review
Advocacy
Familiarity
Intimidation
Self-interest threat
4.2
The ACCA Code of Ethics and Conduct highlights a great number of areas in which a selfinterest threat to independence might arise.
Lowballing, when a firm

quotes a significantly
lower fee level for an
audit service
A partner or
employee on
the board of an
audit client
Family or close
personal relationships
Contingent fees
based on the
outcome of a
transaction
SELF INTEREST
THREAT
Client lends a material
sum of money to an
audit firm or member
of audit team
Client represents a large

proportion of a
firms/partners total fees
4.3
Valuable gift
and/or hospitality
Safeguards in these situations might include:

(a)
Discussing the issues with the audit committee of the client
(b)
Taking steps to reduce the dependency on the client
(c)
Consulting an independent third party such as ACCA
(d)
Maintaining records such that the firm is able to demonstrate that appropriate staff
and time are spent on the engagement
(e)
Compliance with all applicable audit standards, guidelines and quality control
procedures
120
Self-review threat
4.4
Self-review threat is where an audit firm provides services other than audit services to an
audit client (i.e. providing multiple services). There is a great deal of guidance in the ACCA
and IFAC rules about threats arising from services accountancy firms might provide to their
clients.
Threat
Safeguards
If an individual had been recently

involved with the client, the audit
firm should consider the threat to
independence arising
Obtaining a quality control review of the

individuals work on the assignment
Discussing the issue with the audit committee
Having custody of an audit clients

assets, supervising client
employees in the performance of
their normal duties, and preparing
source documents on behalf of the
client also pose significant selfreview threats
Ensuring non-audit team staff are used for these

roles
Involving an independent professional
accountant to advise
Quality control policies on what staff are and are
not allowed to do for clients
Making appropriate disclosures to those charged
with governance
Resigning from the audit engagement
Preparing accounting records and

financial statements, and then
auditing them
Using staff members other than audit team

members to carry out work
Obtaining client approval for work undertaken
Valuation services where audited

financial statements comprise the
source working documents
Second partner review

Confirming that the client understands the
valuation and the assumptions used
Ensuring the client acknowledges responsibility
for the valuation
Using separate personnel for the valuation and
the audit
Provision of internal audit services

to an external audit client is
permitted in most jurisdictions, but
not in the US under SarbanesOxley
The firm should ensure that the client

acknowledges its responsibility for establishing,
maintaining and monitoring the system of
internal controls
Advocacy threat
4.5
An advocacy threat arises in certain situations where the audit firm assume the clients part
in a dispute or somehow acting as their advocate. The most obvious instances of this would
be when a firm acts as an expert witness in a court case.
121

4.6
Relevant safeguards might be:

(a)
(b)
(c)
Using different departments in the firm to carry out the work

Making full disclosure to the clients audit committee
Withdrawal from an engagement if the risk to independence is considered too great.
Familiarity threat
4.7
Familiarity threat is where independence is jeopardised by the audit firm and its staff
becoming over familiar with the client and its staff. As a result they may become too
sympathetic to their views and interest.
Intimidation threat
4.8
An intimidation threat arises when a professional accountant is deterred from acting

objectively by threats, actual or perceived. Situations which might create intimidation threats
include:
(a)
(b)
(c)
Threats of dismissal.
Threats of litigation.
Pressure to reduce fees or the extent of work performed.
An approach for examination questions
5.1
The question requirements will vary, but in general marks will be awarded for:
(a)
Analysis of the situation
(b)
A recognition of ethical issues
(c)
Explanation if appropriate of relevant part of ethical guidelines, and interpretation of

its relevance to the question
(d)
Making clear, logical, and appropriate recommendations for action. Making

inconsistent recommendations does not impress examiners
(e)
Justifying recommendations in practical business terms and in ethical terms
5.2
As with all scenario-based questions there is likely to be more than one acceptable answer.
However, questions based on ethical issues tend to produce a range of possible solutions
which are, on the one hand, consistent with the ethical guidelines and acceptable, and on
the other hand, a range of clearly inadmissible answers which are clearly in breach of the
ethical guidelines and possibly the law.
5.3
Step-by-step approach to follow:

(a)
Use the question format to structure your answer.
(b)
Bear in mind what marks are being awarded for
(c)
Adhere to the following list of do's and don'ts based on the American Accounting
Association model.
122
DO
Note
DON'T
Identify the key facts as briefly as

possible (one sentence?)
Merely paraphrase the question
Identify the ethical issues at stake,

and the related norms, principles
and values
Regurgitate the entire contents of the

Ethical Guidelines
Consider alternative reasonable

actions and their consequences
List every single possible action and

then explain how all the unsuitable ones
can be eliminated
Make a decision and recommend

the best course of action as
appropriate, based on consistency
with the norms, principles and
values
Fail to make a decision or recommend

action. Propose actions in breach of the
Ethical Guidelines or the law
Justify your decision
Be feeble. 'This should be done because

it is ethical' is not terribly convincing
Notes to the model

1
One sentence is an ideal to aim for.
(a)
Use the terminology of the ethical guidelines.
(b)
Don't forget the words 'fairness', 'bias', and 'influence' when discussing 'objectivity'.
(c)
Don't adjust the scenario to make it fit a fundamental principle.
(d)
If the law is involved, don't get carried away this is not a law exam.
Useful ways of generating alternatives are:

(a)
To consider the problem from the perspective of the affected party
(b)
To consider the problem from the point of view of the organisation and environment
Making a decision is often very hard, but if you cannot do this you are simply not ready to
take on the responsibilities of a qualified accountant.
This is not actually as hard as you might think.
5.4
Possibly the most common fault in students' answers to questions on ethics is that they
include large amounts of unanalysed detail copied straight from the question scenarios in
their answers. This approach earns no marks!
5.5
Marks are awarded for 'justifying recommendations in practical business terms and in ethical
terms'. The key to this approach is using the right language, and to a large extent you
cannot help doing so if you have sensible suggestions to make. The real problem that many
students experience with questions of this type is lack of confidence in their own judgement.
123

5.6
If you have sound business and managerial sense and you know the ethical guidelines there
is every reason to suppose that an answer that you propose will be acceptable, so don't be
shy of expressing an opinion.
Chapter summary
Section Topic
Summary
Ethical codes set out the companys core values and usually
contain detailed guidance about issues like anti-competitive
practices and bribes/gifts. To be effective they need board level
commitment, communicating, monitoring and sanctions.
Corporate Codes of
Ethics
Failures of codes are that they can contradict actual practice.

2
IFAC Professional
Code of Ethics
The IFAC cod is a principles based code. The ACCAs code is

broadly based on the IFAC code. The fundamental principals
are:
Objectivity
Professional Behaviour
Professional competence and care
Technical Standards
Integrity
Confidentiality
Models of ethical
conflict resolution
The IFAC and American Accounting Association Models cover

broadly the same issues. Consideration should be given to: the
facts, the ethical issues, fundamental principles, internal
procedures, alternatives.
Tuckers 5 questions are, is the decision: Profitable? Legal? Fair?
Right? Sustainable?
Independence and
conflicts of interest
The threats to independence are: self-interest, self review,

advocacy, familiarity and intimidation. Safeguards are put in
place to counter these threats.
END OF CHAPTER
124
Social and environmental

issues

Describe and assess the social and environmental effects that economic activity can have (in terms of social and
environmental footprints)
Explain and assess the concept of sustainability and evaluate the issues concerning accounting for sustainability
(including the contribution of full cost accounting)
Describe the main features of internal management systems for underpinning environmental accounting such as
EMAS and ISO 14000
Explain the nature of social and environmental audit and evaluate the contribution it can make to the
development of environmental accounting
Exam Context
You may see a whole optional question on the issues covered in this chapter as it covers various aspects of
organisations activities and control systems. Alternatively [as in Pilot Paper Question 1] some of the themes may be
brought in as part of a wider question.
The grey area of corporate social responsibility has not been addressed in your studies to date. However, as it is going
to be a key feature of your future role the ACCA deem it to be of significance at this level.
Business Context
In this chapter we focus on the hot topic of the corporate social responsibilities organisations have towards the natural
environment. We consider the impact organisations have upon the environment, where the concept of sustainability is
particularly important, as it relates to whether the impact the organisation makes on the environment can be limited to
what the environment can bear.
Going forward business organisations can expect to be required to formally report and audit the environmental impacts
of their activities.
125
12: SOCIAL AND ENVIRONMENTAL ISSUES
Overview
Social and
Environmental issues
Social issues
Individuals
Communities
Infrastructure
Environmental issues
Resources
Waste
Pollution / Emissions
Sustainability
Costs
Audit
126
Strong
Weak
Social and environmental effects of business activity
1.1
There is growing concern about the relationship between business and the environment.
1.2
Adverse environmental events may tarnish a business reputation. Many businesses

anticipate increased legislation and controls in this area and wish to plan for them. Other
businesses are motivated by efficiency and economy to reduce waste.
Lecture example 1
Required
The most serious environmental issue facing a business may be whether their activities contribute
to climate change. What practical measures could a business employ to reduce such impacts?
Solution
1.3
Environmental footprint is a measure of the impact that a particular businesss activities

have upon the environment including its resource environment and pollution emissions.
1.4
Examples of factors used to determine a firms environmental footprint include:

(a)
(b)
(c)
(d)
(e)
(f)
Depletion of natural resources

Noise and aesthetic impacts
Residual air and water emissions
Long-term waste disposal (exacerbated by excessive product packaging)
Uncompensated health effects
Change in the local quality of life (through for example, the impact of tourism)
127
Environmental costs
2.1
Environmental costs that arise as a result of the environmental footprint include:

Direct and indirect environmental
cost
Contingent and intangible environmental

costs
Waste management
Compensation costs
Remediation costs
Risk posed by future regulatory changes

(including added compliance costs)
Compliance costs
Employee health and safety, with potential

litigation
Permit fees (e.g. carbon trading)
Sustainability of raw material inputs, and

associated dependency on such resources
Environmental training, research and

development and related maintenance
Risk of impaired assets, in terms of

business value
Legal costs
Public perception and the impact on

reputation, brand value, market share, etc.
Fines for non-compliance

Environmental certification and labelling
Natural resource inputs
Record keeping and reporting
2.2
Failing to take due account of the environmental impact [footprint] can have a significant
impact on reported businesss performance, as well as on the natural world.
128
Sustainability
3.1
Sustainability means limiting the use of depleting resources to a level that can be
replenished.
3.2
When considering sustainability a number of questions need to be considered:
Sustainable
by whom?
Sustainable at
what cost?
Sustainable
for whom?
SUSTAINABILITY
ISSUES
Sustainable
for how long?
Sustainable
in what way?
3.3
A key issue here is generational equity, ensuring that future generations are able to enjoy
the same environmental conditions, and in social terms per capita welfare is maintained or
increased.
3.4
The two approaches to the idea of sustainability relate to their supporters views of the
extent, causes and solutions. These are:
(a)
Weak sustainability believes that the focus should be on sustaining the human
species and the natural environment can be regarded as a resource. The weak
sustainability viewpoint tends to dominate discussion within the Western economic
viewpoint
(b)
Strong sustainability stresses the need for harmony with the natural world; it is
important to sustain all species, not just the human race. They see a requirement for
fundamental change, including a change in how man perceives economic growth (and
whether it is pursued at all).
129
The Global Reporting Initiative (GRI)

3.5
The Global Reporting Initiative is a large multi-stakeholder network of thousands of experts,

in dozens of countries worldwide, who participate in working groups and governance bodies,
with the aim of developing a common sustainability-reporting framework.
3.6
The GRI aims to develop transparency, accountability, reporting and sustainable

development. Its vision is that reporting on economic, environmental and social importance
should become as routine and comparable as financial reporting.
3.7
The GRI published revised guidelines in 2006, known as G3,
Full cost accounting
4.1
Full cost accounting (FCA) is at its simplest a system that allows current accounting and
economic numbers to incorporate all potential/actual costs and benefits into the equation
including environmental (and perhaps social) externalities to get the prices right.
4.2
A key problem is that we are not yet sure what a full cost price looks like. The approach
used tries to achieve increasingly full costs by using a number of tiers of cost.
4.3
4.4
Tier 0
Usual costs
Basic capital and revenue costs
Tier 1
Hidden costs
Costs usually included as overheads eg costs

of management systems and safety
Tier 2
Liability costs
Contingent liability costs eg fines
Tier 3
Less tangible costs
Costs of poor environmental management eg

loss of goodwill of customers and suppliers,
reputation risk
Tier 4
Environment
focused costs
Costs that ensure that project has zero

environmental effect
The advantages of FCA

(a)
Improved information about the full extent of environmental footprint
(b)
Favourable publicity if firms demonstrate that products or processes do not have

significant environmental impacts.
Disadvantages of FCA
(a)
FCA requires organisations to gather an increased amount of data, with potentially

significant information-gathering costs
(e)
The need to include subjective social externalities. (In economics an externality is an

impact (positive or negative) on any party not involved in the economic transaction).
130
Environmental management systems
Eco-Management and Audit Scheme (EMAS)

5.1
EMAS is a voluntary scheme that emphasises targets and improvements, on-site

inspections and requirements for disclosure and verification.
5.2
Requirements for EMAS registration

(a)
An environmental policy containing commitments to comply with legislation and

achieve continuous environmental performance improvement
(b)
An on-site environmental review
(c)
An environmental management system that is based on the review and the

companys environmental policy
(d)
Environmental audits at sites at least every three years
(e)
Audit results to form the basis of setting environmental objectives and the revision of
the environmental policy to achieve those objectives
(f)
A public environmental statement validated by accredited environmental verifiers

containing detailed disclosures about policy, management systems and performance
in areas such as pollution, waste, raw material usage, energy, water and noise
ISO 14000
5.3
ISO 14000 provides a general framework on which a number of specific standards have
been based (the ISO family of standards).
5.4
ISO 14001 prescribes that an environmental management system must comprise:

(a)
An environmental policy statement, which should be the basis for future action. It
needs therefore to be based on reliable data, and allow for the development of
specific targets.
(b)
Assessment of environmental aspects and legal and voluntary obligations.
(c)
A management system ensuring effective monitoring and reporting on environmental

compliance.
(d)
Internal audits and reports to senior management.
(e)
A public declaration that ISO 14001 is being complied with.
Environmental reporting
5.5
The arguments in favour of environmental reporting, promote the need for transparency and
openness, disclosing all matters of concern to investors and other stakeholders. These
should be generally presented in a balanced dispassionate and understandable way.
131
Social and environmental audits
6.1
Social audit is the process of checking whether an organisation has achieved set targets.
6.2
General social audits will involve:

(a)
Establishing whether the organisation has a rationale for engaging in socially

responsible activity.
(b)
Identifying that all current environment programmes are congruent with the mission of
the company.
(c)
Assessing objectives and priorities related to these programmes
(d)
Evaluating company involvement in such programmes past, present and future
6.3
An environmental audit is a systematic, documented, periodic and objective evaluation of

how well an entity, its management and equipment are performing, with the aim of helping to
safeguard the environment by facilitating management control of environmental practices
and assessing compliance with entity policies and external regulations.
6.4
In practice environmental audits may cover a number of different areas including:

(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
Environmental Impact Assessments

Environmental surveys
Environmental SWOT analysis
Environmental Quality Management (EQM)
Eco-audits
Eco-labelling
ISO 14000
Supplier audits
132
Chapter summary
Section Topic
Summary
Businesses are concerned with their social and

environmental impact because of the potential effect on
their reputation, because of potential costs and because of
the likelihood of increased legal controls.
Social and
Environmental Effects of
Business Activity
Impact is measured in terms of footprints.

2
Environmental Costs
Tangible environmental costs cover compliance and

permits, intangible costs range from impact on reputation to
contingent liabilities for health costs.
Sustainability
Sustainability means limiting the use of resources to a level

that can be replenished. Some resources are therefore
inherently unsustainable.
The objective of the Global Reporting Initiative is to produce
reporting standards on a wide range of issues including
environmental reporting
Full Cost Accounting
Full Cost Accounting extends the measurement of cost

beyond the normal financial accounting (Tier 0) and
management accounting (Tier 1) figures to include
contingencies (Tier 2), intangibles (Tier 3) and purely
environmental costs (Tier 4)
Environmental
Management Systems
EMAS is a voluntary scheme based on improving targets,

inspection and verification of performance.
ISO 14000 provides a prescription for an environmental
management system.
Social and
Environmental Audits
Social audits usually focus on checks as to whether a

company has met previously stated social policies.
Environmental audits can range in scope from mandatory
Environmental Impact Assessments required for many large
scale projects to environmental SWOT analysis as part of
wider strategic planning.
133
END OF CHAPTER
134
Answers to
Lecture Examples
135
13: ANSWERS TO LECTURE EXAMPLES
Chapter 1
Answer to Lecture Example 1
(a)
Improved risk management. The reduction of downside risk will reduce business losses.
(b)
Overall business performance is enhanced by management focusing attention on areas of critical

importance.
(c)
Defines clear accountability for executive decision making.
(d)
It provides both an appropriate and adequate systems of internal control, which permeates the
organisation from top to bottom.
(e)
Best practice guidelines, applied by management, who therefore strive to improve their
performance.
(f)
Encourages ethical behaviour and corporate social responsibility.
(g)
Safeguards the firm from misuse of business assets, both tangible and intangible.
(h)
Can attract new investment, particularly in developing countries.

(a)
Profit-related/economic value-added pay: Pay or bonuses related to the size of profits or

economic value-added (covered in Chapter 3).
(b)
Rewarding managers with shares. This might be done when a private company 'goes public' and
managers are invited to subscribe for shares in the company at an attractive offer price. In a
management buy-out or buy-in (the latter involving purchase of the business by new managers;
the former by existing managers), managers become joint owner-managers.
(c)
Executive share option plans (ESOPs) In a share option scheme, selected employees are given a
number of share options, each of which gives the holder the right after a certain date to subscribe
for shares in the company at a fixed price. The value of an option will increase if the company is
successful and its share price goes up, therefore giving managers an incentive to take decisions
to increase the value of the company, actions congruent with wider shareholder interests.
Such measures might merely encourage management to adopt 'creative accounting' methods
which will distort the reported performance of the company in the service of the managers' own
ends.
(d)
An alternative approach is to attempt to monitor managers' behaviour, for example by:
establishing 'management audit' procedures,
introducing additional reporting requirements,
seeking assurances from managers that shareholders' interests will be foremost in their
priorities.
The most significant problem with monitoring is likely to be the agency costs involved, as they
may imply significant shareholder engagement with the company.
136

Corporate governance reports worldwide have concentrated significantly on the roles, interests and
claims of the internal and external stakeholders involved.
(a)
Directors: The powers of directors to run the company are set out in the companys constitution
or articles. Under corporate governance best practice there is a distinction between the roles of
executive directors, who are involved full-time in managing the company, and the non-executive
directors, who primarily focus on monitoring. However under company law in most jurisdictions the
legal duties of directors apply to both executive and non-executive directors.
(b)
Employees play a vital role in an organisation in the implementation of strategy; they need to
comply with the corporate governance systems in place and adopt appropriate culture. Their
commitment to the job may be considerable involving changes when taking the job (moving
house), dependency if in the job for a long time (not just financial but in utilising skills that may not
be portable elsewhere) and fulfilment as a human being (developing a career, entering
relationships).
(c)
Suppliers. Major suppliers will often be key stakeholders, particularly in businesses where
material costs and quality are significant. Supplier co-operation is also important if organisations
are trying to improve their management of assets by keeping inventory levels to a minimum; they
will need to rely on suppliers for reliability of delivery. If the relationship with suppliers deteriorates
because of a poor payment record, suppliers can limit or withdraw credit and charge higher rates
of interest. They can also reduce their level of service, or even switch to supplying competitors.
(d)
Customers have increasingly high expectations of the goods and services they buy, both from
the private and public sectors. These include not just low costs, but value for money, quality and
service support. In theory, if consumers are not happy with their purchases, they will take their
business elsewhere next time. With increasingly competitive markets, consumers are able to
exercise increasing levels of power over companies as individuals.
(e)
External auditors. The external audit is one of the most important corporate governance
procedures; it enables investors to have much greater confidence in the information that their
agents, the directors/managers are supplying. However, the main focus of the external audit is on
giving assurance that the accounts give a true and fair view. Because of the significance of the
external audit, the external auditors must be independent.
(f)
Regulators. A key interest of regulators in corporate governance is maintaining shareholdersstakeholder confidence in the information with which they are being provided.
Chapter 2
(a)
It avoids the need for inflexible legislation that companies have to comply with even though the
legislation is not appropriate.
(b)
It is less burdensome in terms of time and expenditure. Although governments have not been
directly involved in many of the bodies that have established corporate governance practice; they
clearly have a major interest and have made their views known. In many countries there are
continual pressures from business for governments to reduce the burden of red-tape.
(c)
A principles-based approach allows companies to develop their own approach to corporate

governance that is appropriate for their circumstances within the limits laid down by stock
exchanges.
137
(d)
Where principles-based approaches have been established in the form of corporate governance
codes the specific recommendations that the codes make are generally enforced on a comply or
explain basis. Businesses can therefore explain why they have departed from the specific
provisions if they feel it is appropriate.
(e)
A principles-based approach accompanied by disclosure requirements puts the emphasis on

investors making up their own minds about what businesses are doing

(a)
Increasing internationalisation and globalisation meant that investors, and institutional

investors in particular, began to invest outside their home countries. The King report in South
Africa highlights the role of the free movement of capital, commenting that investors are promoting
governance in their own self-interest.
(b)
The differential treatment of domestic and foreign investors, both in terms of reporting and
associated rights/dividends, also the excessive influence of majority shareholders in insider
jurisdictions, caused many investors to call for parity of treatment.
(c)
Issues concerning financial reporting were raised by many investors and were the focus of much
debate and litigation. Shareholder confidence in what was being reported in many instances was
eroded.
(d)
The characteristics of individual countries may have a significant influence in the way corporate
governance has developed. The King report emphasises the importance of qualities that are
fundamental to the South African culture such as collectiveness, consensus, helpfulness, fairness,
consultation and religious faith in the development of best practice.
An increasing number of high profile corporate scandals and collapses including Polly Peck
International, BCCI, and Maxwell Communications Corporation prompted the development of governance
codes in the early 1990s. However, the scandals since then have raised questions about further
measures that may be necessary.

A number of problems have been identified with international codes of corporate governance.
(a)
International principles represent a lowest common denominator of general, fairly banal and
meaningless principles.
(b)
Any attempt to strengthen the principles will be extremely difficult because of global differences
in legal structures, financial systems and structures of corporate ownership, culture and economic
factors.
(c)
As international guidance has to be based on best practice in a number of regimes, development

will always lag behind changes in the most advanced regimes.
(d)
The codes have no legislative power.
138
Chapter 3
(a)
Monitoring the chief executive officer
(b)
Overseeing strategy
(c)
Monitoring risks, control systems and governance
(d)
Monitoring the human capital aspects of the company in regard to succession, morale, training,
remuneration and so on
(e)
Managing potential conflicts of interest
(f)
Ensuring that there is effective communication of its strategic plans, both internally and externally

The UK Higgs report suggests a list of the criteria that could be used to appraise the performance of a
board:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
Performance against objectives

Contribution to testing and development of strategy and setting of priorities
Contribution to robust and effective risk management
Contribution to development of corporate philosophy (values, ethics, social responsibilities)
Appropriate composition of board and committees
Responses to problems or crises
Are matters reserved for the board the right ones?
Are decisions delegated to managers the right ones?
Internal and external communication
Board fully informed of latest developments
Effectiveness of board committees
Quality of information
Quality of feedback provided to management
Adequacy of board meetings and decision-making
Fulfilling legal requirements

(a)
It reflects the reality that both jobs are demanding roles.
(b)
The CEO can then run the company; the chairman can run the board.
(c)
The separation of roles avoids the risk of conflicts of interest.
(d)
The board cannot make the CEO truly accountable for management if it is led by the CEO.
(e)
Separation of the roles means that the board is more able to express its concerns effectively by
providing a joint channel of reporting (the chairman) for the non-executive directors.
(f)
The UK Combined Code also suggests that the CEO should not go on to become chairman of the
same company. If a CEO did become chairman, the main risk is that he will interfere in matters
that are the responsibility of the new CEO and thus exercise undue influence over him or her.
[Note: The UK Cadbury report recommends that if the posts were held by the same individual, there
should be a strong independent element on the board with a recognised senior member. The UK Higgs
report suggests that a senior independent non-executive director should be appointed who would be
available to shareholders who have concerns that were not resolved through the normal channels.]
139

(a)
Non-executive directors should have no business, financial or other connection with the company,
apart from fees and shareholdings.
(b)
They should not take part in share option schemes and their service should not be pensionable, to
maintain their independent status.
(c)
Appointments should be for a specified term and reappointment should not be automatic. The
board as a whole should decide on their nomination and selection.
(d)
Procedures should exist whereby non-executive directors may take independent advice, at the
company's expense if necessary.
(e)
In some jurisdictions factors that impair independence are stressed, others emphasise positive
qualities that promote independence. Ultimately, as the ICGN guidelines point out, all definitions
come down to directors being independent-minded, which means exercising objective judgement
in the best interests of the corporation whatever the consequences for the director personally.

Advantages of multi-tier boards
(a)
The clear and formal separation between the monitors and those being monitored.
(b)
The supervisory/policy board has the capacity to be an effective guard against management
inefficiency or worse. Its existence may act as a deterrent to fraud or irregularity in a similar way to
the independent audit.
(c)
The supervisory board system should take account of the needs of stakeholders other than
shareholders, specifically employees, who are clearly important stakeholders in practice.
(d)
The system actively encourages transparency within the company, between the boards and,
through the supervisory board, to the employees and the shareholders. It also involves the
shareholders and employees in the supervision and appointment of directors.
Disadvantages of multi-tier boards

(a)
Confusion over authority and therefore a lack of accountability can arise with multi-tier boards.
This criticism has been particularly levelled at Japanese companies where the consequence is
allegedly often over-secretive procedures.
(b)
The management board may restrict the information passed on to the supervisory board and the
boards may only liaise infrequently.
(c)
The supervisory board may not be as independent as would be wished, depending on how
rigorous the appointment procedures are. In addition, members of the supervisory board can be,
indeed are likely to be, shareholder representatives; this could detract from legal requirements
that shareholders don't instruct directors how to manage if the supervisory board was particularly
strong.

(a)
Basic salary will be in accordance with the terms of the directors contract of employment, and is
not related to the performance of the company or the director. Instead it is determined by the
experience of the director and what other companies might be prepared to pay (the market rate).
(b)
Performance related bonuses. Directors may be paid a cash bonus for good (generally
accounting) performance. To guard against excessive payouts, some companies impose limits on
bonus plans as a fixed percentage of salary or pay.
140
(c)
Transaction bonuses tend to be much more controversial. Some chief executives get bonuses
for acquisitions, regardless of subsequent performance, possibly indeed further bonuses for
spinning off acquisitions that have not worked out.
(d)
Directors may be awarded shares in the company with limits (a few years) on when they can be
sold in return for good performance.
(e)
Share options give directors the right to purchase shares at a specified exercise price over a
specified time period in the future. If the price of the shares rises so that it exceeds the exercise
price by the time the options can be exercised, the directors will be able to purchase shares at
lower than their market value. [The UK Combined Code states that non-executive directors
should not normally be offered share options, as options may impact upon their independence.]
(f)
Benefits in kind could include transport (e.g. a car), health provisions, life assurance, holidays,
expenses and loans. The remuneration committees should consider the benefit to the director and
the cost to the company of the complete package. Also the committee should consider how the
directors package relates to the package for employees; ideally perhaps the package offered to
the directors should be an extension of the package applied to the employees.
(g)
Pensions. Many companies may pay pension contributions for directors and staff. In some cases
however, there may be separate schemes available for directors at higher rates than for
employees. The UK Combined Code states that as a general rule only basic salary should be
pensionable. The Code emphasises that the remuneration committee should consider the pension
consequences and associated costs to the company of basic salary increases and any other
changes in pensionable remuneration, especially for directors close to retirement.
Chapter 4
The limitations of internal controls include:
(a)
The costs of control not outweighing their benefits
(b)
The potential for human error or fraud
(c)
Collusion between employees
(d)
The possibility of controls being by-passed or overridden by management
(e)
Controls being designed to cope with routine and not non-routine transactions
(f)
Controls depending on the method of data processing they should be independent of the
method of data processing
(g)
Effective controls do not guarantee success. They cannot turn a poor or mediocre manager unto
a good manager.
141
Chapter 5
Threats to internal audit independence
(a)
Involvement in systems design. If internal audit has been involved in the design of systems, it is
very doubtful that they can audit what they have recommended.
(b)
Over familiarity. As a result of working for the same organisation, and being involved with the
same issues, internal auditors may develop close professional or personal relationships with the
managers and staff they are auditing. This may well make it very difficult to achieve
independence.
(c)
An organisations culture
(d)
Informal networks of staff can have a big influence on individuals attitudes to ethics.
(e)
Reporting relationships. The principle that internal audit should be independent of the line
management whose sphere of authority it audits ideally should extend to internal audit being
independent of the finance director.
Resolving with the issues of independence

(a)
The department should report to the board or to the audit committee and not to the finance
director.
(b)
Management should ensure staff recruited to internal audit through internal job transfer do not
conduct audits on departments in which they have worked.
(c)
Where internal audit staff have also been involved in designing or implementing new systems,
they should not conduct post-implementation audits.
(d)
Internal auditors should have appropriate scope in carrying out their responsibilities, and
unrestricted access to records, assets and personnel.
(e)
Rotation of staff over specific departmental audits should be implemented.

The benefits that an effective audit committee can bring include:
(a)
Improve the quality of financial reporting, by reviewing the financial statements on behalf of the
board
(b)
Create a climate of discipline and control, which will reduce the opportunity for fraud
(c)
Enable the non-executive directors to contribute an independent judgement and play a positive
role
(d)
Help the finance director, by providing a forum in which he can raise issues of concern, and which
he can use to get things done which might otherwise be difficult
(e)
Strengthen the position of the external auditor, by providing a channel of communication and
forum for issues of concern
(f)
Provide a framework within which the external auditor can assert his independence in the event of
a dispute with management
(g)
Strengthen the position of the internal audit function, by providing a greater degree of
independence from management
(h)
Increase public confidence in the credibility and objectivity of financial statements.
142
Chapter 6
Other factors contributing to strategic risks will include:
(a)
The types of industries/markets within which the business operates
(b)
The state of the economy
(c)
The actions of competitors and the possibility of mergers and acquisitions
(d)
The stage in a product's life cycle, higher risks in the introductory and declining stages
(e)
The dependence upon inputs with fluctuating prices, e.g. wheat, oil etc
(f)
The level of operating gearing the proportion of fixed costs in total costs
(g)
The flexibility of production processes to adapt to different specifications or products
(h)
The organisation's research and development capacity and ability to innovate
(i)
The significance of new technology
(j)
Investors will be concerned with financial returns, accuracy and timeliness of information and
quality of leadership
(k)
Suppliers and employees will be influenced by the terms and conditions of business and
employment.
(l)
The organisation needs to consider whether employees have the appropriate knowledge and
attitudes
(m)
The level of customer service, also product safety issues, will obviously influence customers and
perhaps whether the organisation is 'ethical' in matters such as marketing practice; their changing
attitudes and expectations will also be influential.
Note: There may be little management can do about some of these risks, they are inherent in business
activity. However, strategies such as diversification can contribute substantially to the reduction of many
strategic risks.

Financial risks include the risks relating to:
(a)
Capital structure.
(b)
Sufficiency of long-term capital base for the amount of trading it is doing (overtrading).
(c)
Fraud and misuse of financial resources.
(d)
Currency risk is the possibility of loss or gain due to future changes in exchange rates.
(e)
Interest rate risk, if a firm has a significant amount of variable (floating) rate debt, interest rate
movements will give rise to uncertainty about the cost of servicing this debt. Conversely, if a
company uses a lot of fixed rate debt, it will lose out if interest rates begin to fall.
(f)
Market risk is a risk of loss due to an adverse move in the market value of an asset a stock, a
bond, a loan, foreign exchange or a commodity or a derivative contract linked to these assets
(IAS39).
(g)
Credit risk is the risk to a company from the failure of its debtors to meet their obligations on time.
(h)
Liquidity risk is the risk of loss due to a mismatch between cash inflows and outflows.
(i)
A misstatement of published financial information.
143
(j)
Finance providers' risk if it provides finance for others. If it lends money, there is the risk of default
on debt payments, and ultimately the risk that the borrower will become insolvent. If it invests in
shares, there is a risk that it will receive low or no dividends, and share price volatility will mean
that it does not receive any capital gains on the value of the shares.

(a)
Physical damage risks, with fire and water are the most serious hazard to computer systems.
Destruction of data can be even more costly than the destruction of hardware.
(b)
Sabotage by individuals (or groups)
(c)
Data and systems integrity risk,
(d)
Internet risk
(i)
Corruptions such as viruses on a single computer can spread through the network to all of
the organisation's computers.
(ii)
If the organisation is linked to an external network, persons outside the company (hackers)
may be able to get into the organisation's internal network, either to steal data or to
damage the system.
(iii)
Employees may download inaccurate information or imperfect or virus-ridden software

from an external network.
(iv)
Information transmitted from one part of an organisation to another may be intercepted.

Data can be 'encrypted' (scrambled) in an attempt to make it unintelligible to
eavesdroppers.
(v)
The communications link itself may break down or distort data.
(e)
Human error such as entering incorrect transactions, failing to correct errors, processing the
wrong files and failing to follow prescribed security procedures.
(f)
Technical errors include malfunctioning hardware or software and supporting equipment such as
communication equipment, normal and emergency power supplies and air conditioning units.
(g)
Industrial action and the resultant disruption to normal trading activities.

Financial Risks
There is no indication of how the expansion of the business is being financed. The company may find it
hard to raise debt or to re-finance debt.
Retail businesses are prone to credit card fraud and misappropriation of cash. The company should be
suspicious of many refunds on particular cards. It will have to consider the cost-benefit of controls to
detect misappropriation of cash.
Retail businesses often have good short term liquidity; however this may change as more transactions
are carried out using the companys store cards.
Fashion businesses are increasingly sourcing their ranges from countries like China. This may increase
the exposure to foreign exchange gains and losses.
Companies like A & B suffered stock shortages in the last few months of 2005 because of EU trade
restrictions on the import of goods from China.
A & Bs business is likely to suffer if there is a recession in Europe and North America. They may also
lose out if they are not successful in their online trading as there is a move away from the high street to
online purchases.
144
The business may face increased costs if there is a sudden shortage in any of the raw materials needed
to manufacture the products they sell, for example if there was a failure of major cotton crops.
The company has historically had few worries about credit risk. However with the extension of its
financial services it has to assess the risk of people defaulting on their store cards.
The company faces the risk of its financial records being misstated because it has to manage
transactions in a large network of stores.
Legal and Political Risks
The company has made much of its reputation for environmental and social integrity. Setting such high
expectations increases the risk that stakeholders perceptions of the company may fall short of
expectation.
In the markets outside their home country the company has made a strategic decision to link their brand
to the values of their native country. This carries the risk that the companys business may suffer if there
are political problems with the home country. Customers may boycott the stores to protest against
actions of A & B home government.
Technological risks
The company will need to plan for the possibility of physical damage to its computer systems particularly
its EFTPOS system.
It needs to protect its systems against viruses and to ensure that its data does not fall into the wrong
hands. TJX the parent company to TKMaxx lost the credit card details of millions of customers.
Health and Safety
The company will need to ensure that it has adequate controls to ensure the safety of its staff and
members of the public shopping in its stores.
Environmental Risk
The company has linked its reputation to its environmental performance. This increases the potential
losses the company may face if there are any adverse environmental events linked with the company.
As a clothing retailer it may wish to address issues like the use of pesticides by the suppliers of the raw
materials for its clothing.
It is also likely to face harmful criticism if has not addressed issues such excess waste from packaging.
Property Risk
The company operates a large network of stores. If the company owns these buildings it will need to
manage any risks to the building fabric.
Product Risk
The company needs to ensure the quality of the products it sells or it may face losses particularly if it has
to recall products.
Chapter 7
No lecture examples
145
Chapter 8
(a)
Personal views. Surveys suggest that managers acknowledge the emotional satisfaction from
successful risk-taking, although this is unlikely to be the most important influence on appetite.
Individuals vary in their attitudes to risk and this is likely to be transferred to their roles in
organisations.
(b)
Shareholders demand a level of return that is consistent with taking a certain level of risk.
Managers will respond to these expectations by viewing risk-taking as a key part of decisionmaking.
(c)
Organisational influences may be important, and these are not necessarily just a response to
shareholder concerns. Organisational attitudes may be influenced by significant losses in the past,
changes in regulation and best practice, or even changing views of the benefits risk management
can bring. Attitudes to risk will also depend on the size, structure and stage of development of the
organisation.
(d)
National influences. There is some evidence that national culture influences attitude towards risk
and uncertainty. Surveys suggest that attitudes to risk vary nationally according to how much
people are shielded from the consequences of adverse events.
(e)
Cultural influences, there are four viewpoints that are key determinants in how risks is viewed.
(f)
(i)
Fatalists see themselves as having no control over their own lives and hence risk
management is pointless; nothing they can do can make any difference to a situation.
(ii)
Hierarchists emphasise risk reduction through formal risk management procedures

including research to establish the facts, increased regulation, and an emphasis on risk
reduction, avoidance and discouraging risk-taking behaviour.
(iii)
Individualists seek to control their environment rather than let their environment control
them. They will often be found in small single-person dominated organisations with less
formal structures, and hence risk management too will be informal, if indeed it is
considered at all.
(iv)
Egalitarians are loyal to groups but have little respect for procedures. Their preference will
be for sharing of risks as widely as possible or transfer of risks to those best able to bear
them.
Entrepreneurial risk is the risk that is integral to the pursuit of business opportunities. Whatever
the other influences affecting management attitudes, boards of businesses have to bear some
risks if they are to succeed in business.

(a)
The biggest problems are likely to arise when a risk culture already exists but has become
inappropriate and needs to be changed. Some people embrace change and thrive on it, but many
resist it. There may be a variety of reasons.
(i)
Change involves the extra effort of 'unlearning' old knowledge and the learning of new
knowledge.
(ii)
Self-interest may be a factor: a new procedure may entail the involvement of another
person or department and be seen as an erosion of power.
(iii)
People may misunderstand the nature of the change.
(iv)
People may simply mistrust management.
(v)
They may not agree that the change is needed.
146
(b)
Resistance could be overcome by:

(i)
Coercive methods sometimes are necessary particularly when handling short-term issues.
(ii)
Acquiring the services of a change agent to champion the change process by delivering
the project in a sensitive but effective manner.
(iii)
The use of positive incentives, with rewards aligned to actions that promote the risk
awareness practices and behaviours.
(iv)
A suitable organisation structure that supports the new operating framework and culture.
(v)
An environment that will not apportion blame to mistakes made by staff.
(vi)
Persuading key influencers to buy in to the change as a first priority.
(vii)
Adequate resources (time, information, etc) to apply the new working practices alongside
their existing workload.
(viii)
Providing a clear and unambiguous statement of risk policy and strategy, which is
distributed to all managers and staff, providing guidance on all matters pertaining to risk
management in the organisation.
Chapter 9
Directors will receive control information from the following range of sources:
(a)
Directors will receive reports from the internal audit committee and risk committee.
(b)
Regular visits by the directors to operations may yield valuable insights and should help the
directors understand the context in which controls are currently operating.
(c)
There should be systems in place for all staff with supervisory responsibilities to report on a
regular basis to senior managers, and senior managers in turn to report regularly to directors.
(d)
Organisational functions that have a key role to play in internal control systems must report on a
regular basis to the board and senior management.
(e)
The board should receive regular reports on certain activities and projects, e.g. major
developments in computerised systems.
(f)
The board should obtain evidence to confirm that control weaknesses that have previously been
identified have been resolved. When it has been agreed that action should be taken to deal with
problems, this should include timescale for action and also reporting that the actions have been
implemented.
(g)
The board should receive confirmation as a matter of course that necessary checks on the
operation of the controls have been carried out satisfactorily and that the results have been clearly
reported.
(h)
Exception reports highlighting variances in budgeting systems, performance measures, quality

targets and planning systems are an important part of the information that management receives
(i)
Materiality
(ii)
Controllability
(iii)
Variance trend
(iv)
Cost
(v)
Interrelationship of variances
(i)
Customer responses, particularly complaints, are important evidence for the board to consider,
particularly as regards how controls ensure the quality of output.
147

(a)
Senior management demonstrate their own commitment to mitigating risk.
(b)
Build warning mechanisms into existing information systems rather than develop separate risk
reporting systems.
(c)
Communicate policies that cover the following areas of business activity, which have risk
management implicitly associated:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
Customer relations
Service levels for both internal and outsourced activities
Health, safety and environmental protection
Security of assets
business continuity
Expenditure and cost control
Accounting, financial and other reporting
(d)
Dissemination of the risk management policy and codes of conduct, also key business objectives
and internal control
(e)
Clear channels of communication for reporting breaches and other improprieties
(f)
Training can be particularly useful in emphasising to staff the importance of different types of
control (preventative, detective etc) and also the need for some controls to assist staff
development, but others to enforce sanctions particularly in cases of dishonesty or negligence.
Chapter 10
Merits
(a)
Relativism highlights differences in cultural beliefs; for example all cultures may say that it is
wrong to kill innocents, but different cultures may have different beliefs about who innocents
actually are.
(b)
Whereas differing absolutist beliefs tend to result in moral conflict between people; relativist ethics
should act to resolve such conflicts.
(c)
In the modern business environment where the global economy prevails business is conducted in
many different countries (and cultures), adopting a relativist approach presumes more flexibility
and thereby greater success.
(d)
Relativism highlights our cognitive bias in observing with our senses (we see only what we know
and understand) and our notational bias (what we measure without using our senses is subject to
the bias of the measurement methods used).
Demerits
(a)
Strong relativism is a based on a fundamental contradiction; the statement that All statements are
relative is itself an absolute, non-relative statement. However, it is possible to argue that some
universal truths exist, but deny other supposedly objective truths.
(b)
A common criticism of relativism is that it leads to a philosophy of anything goes, denying the
existence of morality and permitting activities that are harmful to others.
(c)
Some critics have argued for the existence of natural absolute moral laws.
(d)
Ideas such as objectivity and final truth do have value.
(e)
If its valid to say that everyones differing opinions are right, then its equally valid to say that
everyones differing opinions are wrong. This can lead to immense confusion and disagreement,
and breakdown in communication and trust.
148
Chapter 11
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
Clear commitment from management

Recruitment and selection policies and procedures
Careful induction
Staff training and workshops
Terms contained with contracts of employment
Objectives setting (Management by Objectives)
Staff appraisal and reporting systems
Remuneration and reward schemes
Sanctions for clear breach of ethical rules
Ethical (internal) audit

Examples of safeguards in the assurance client/firm's own systems and procedures:
(a)
Involving an additional professional accountant to review the work done or otherwise advise as
necessary
(b)
Consulting an independent third party, such as a committee of independent directors, a

professional regulatory body or another professional accountant
(c)
Rotating senior personnel
(d)
Discussing ethical issues with those in charge of client governance
(e)
Disclosing to those charged with governance the nature of services provided and extent of fees
charged
(f)
Involving another firm to perform or even repeat part of the engagement

It appears that at a critical time for the firm, employees are ignoring internal control systems.
Business issues
(a)
Banks may take action to protect their interests, which could liquidity problems to the firm
(possibly even make it insolvent).
(b)
A valuable sale may be lost, with the resultant impact on financial performance and a lost
opportunity to enter this lucrative market.
(c)
This may be just the tip of the iceberg, in term of control weakness.
(d)
There is a need for a comprehensive risk assessment and thorough internal audit of all internal
control systems.
(e)
Questions must be asked about the effectiveness of Mary Flanagan, if this practice has been
going on for some time but internal audit have failed to identify it before.
(f)
The bank has a right to know about control weaknesses, and this could have a detrimental impact
on the firms credit rating going forward.
(g)
Material breaches of control and resultant losses must be accounted for and reported to the
shareholders.
149
Ethical issues
(a)
Ascertain the facts of the case, and take the emotion out of the situation (remember there were
two expense claims submitted so the other party could have been party to the fraud).
(b)
Determine what issues have arisen (business, ethical, legal).
(c)
Consider all of the possible actions that could be taken to resolve the situation now and in the
future.
(d)
Appraise the likely consequences of each action on the firm, its employees and all other
stakeholders.
(e)
Consider any underlying ethical principles (fairness, integrity, openness, professional behaviour).
(f)
Agree the most appropriate course of action, communicate it to all parties affected, implement the
programme and monitor its effectiveness.
Chapter 12
Companies to reduce carbon dioxide emissions by:
(a)
Increasing the energy efficiency of buildings and factories
(b)
Taking advantage of recent advances in combined heat and power to increase energy efficiency
and lower energy costs
(c)
Purchasing power generated from renewable energy sources [Johnson & Johnson, 30% of whose
total US energy use is from green power sources such as wind power, on-site solar, low-impact
hydro, renewable energy sources]
(d)
Integrating next-generation efficiency measures into the design of new buildings, factories and
products [IBM, whose energy savings methods include installing motion detectors for lighting in
bathrooms and copier rooms, rebalancing heating and lighting systems and resizing high purity
water pumping systems in semi-conductor manufacturing lines]
(e)
Integrating energy and environmental efficiency into building, product and process design
(f)
Optimising existing manufacturing processes
(g)
Educating employees, customer base and supply chain to help take advantage of best practices
for greenhouse gas mitigation (Polaroids Facilities organisation now requires each employee to
identify energy-saving projects as part of their performance evaluation).
END OF ANSWERS TO LECTURE EXAMPLES
150
Question and
Answer bank
151
Index to Question and

Answer bank
Page
Questions
1
2
3
4
5
6
7
8
9
10
Answers
Frameworks, codes and systems ................................................................................................ 153........................157

Nerium Engineering..................................................................................................................... 153........................159
Non-executive directors............................................................................................................ .. 153........................160
Board of directors ........................................................................................................................ 154........................162
Cauis plc...................................................................................................................................... 154........................163
Audit process............................................................................................................................... 154........................164
Types of risk ................................................................................................................................ 154........................165
COSO Framework....................................................................................................................... 155........................168
Ethical considerations.................................................................................................................. 155........................169
Corporate citizenship................................................................................................................... 156........................171
152
14: QUESTION AND ANSWER BANK
Questions
1
Frameworks, codes and systems

Required
(a)
Describe, with brief comments, the factors, which influenced the introduction of the various
frameworks, codes and systems of corporate governance.
(10 marks)
(b)
Describe how the introduction of each of the successive frameworks, codes and systems of
corporate governance has contributed to better corporate governance.
(15 marks)
(Total: 25 marks)
Nerium Engineering
Nerium Engineering plc is a recently listed company that has just appointed a new, non-executive director
to its main board of directors. At the first board meeting that the non-executive director attended, he was
asked to become a member of the audit committee. This committee has only just been established and its
terms of reference have yet to be finally agreed. The non-executive director is unsure what such a role
might involve and, as a qualified engineer without a detailed understanding of finance, he is also unsure
as to whether he is the right person for such a committee. He has, therefore, written to you for advice.
Required
Write a report to the non-executive director setting out the possible role and responsibilities of the audit
committee and the main qualities that a member of such a committee should possess.
(25 marks)
It is a principle of corporate governance that the board of directors should be able to exercise an objective
judgement on the company's affairs. However, it is recognised that potential conflicts of interest can arise
between the owners of a company and its management. As a means of dealing with the potential conflicts
of interest, it was recommended by the Cadbury Committee in the UK that the boards of companies with
a London Stock Exchange listing should appoint a minimum number of non-executive directors (NEDs). A
distinction was also made between independent and non-independent non-executive directors.
A variety of criticisms have been made of the system of NEDs. These include the argument that many
non-executives are executive directors of other major companies, which restricts their willingness to
speak out on the company's affairs. NEDs have also been criticised for holding a non-executive post with
too many companies, sometimes five or even more.
In the UK, some criticism has also been voiced against the growing practice of paying NEDs partly in
shares or share options of the company.
Required
(a)
Explain the distinction between independent and non-independent NEDs.
(7 marks)
(b)
What are the main areas for a potential conflict of interest between the shareholders of a company
and the executive directors? Explain how the use of non-executive directors should help to deal
with this problem.
(11 marks)
(c)
In your view, what might be the objections to paying NEDs in shares or share options of the
company, and do you agree with those objections?
(7 marks)
(Total: 25 marks)
153
Board of directors
Required
You are required to write a report to the board of directors of a new company, which outlines the following
areas.
(a)
The responsibilities of the chairman of the board
(b)
The role of the non-executive directors
(c)
The role of the remuneration committee
(d)
The role of the nomination committee
(25 marks)
Caius plc
Caius plc is seeking a listing on the London Stock Exchange. The directors of the company are aware
that certain listed companies have attracted considerable criticism in recent years over directors pay and
conditions. There have been claims in the media that the pay and conditions of some directors have been
far too generous and that the remuneration policies adopted by some companies have been far from
transparent. The directors of Caius plc are keen to ensure that, if the bid for a listing is successful, all
aspects relating to their pay and conditions must be in line with best practice.
Required
Write a report to the directors of Caius plc set out the policies and frameworks that should be adopted by
the company to ensure that directors pay and conditions are fair and transparent.
(25 marks)
Audit process
The audit process is an important element of corporate governance.
Required
(a)
Describe the external audit process and internal audit process and discuss the role of each type of
audit in contributing towards an effective system of corporate governance.
(10 marks)
(b)
Briefly discuss the relationship between the two types of audit.
(3 marks)
(Total: 13 marks)
Types of risk
Required
Define the main types of risks that a company faces, and explain how codes of corporate governance can
assist in managing these on a day-to-day basis.
(25 marks)
154
COSO Framework
Required
(a)
The COSO Enterprise Risk Management Framework says that, having assessed relevant risks;
management should determine how it would respond. Responses include risk avoidance,
reduction, sharing, and acceptance. Give brief examples of each of these responses.
(10 marks)
(b)
Management should identify control activities needed to help ensure that risk responses are
carried out properly and in a timely manner. Describe some examples of possible control
activities.
(15 marks)
(Total: 25 marks)
Ethical considerations
You were appointed financial controller of a firm of builders' merchants almost a year ago, with the
prospect of becoming finance director if you performed well.
The problem customer
An old-established customer, a contractor, X Ltd, which has expanded to take on a very large contract, is
causing problems with delayed payments. X Ltd is a family firm, largely owned by its Managing
Director, Y.
Following a discussion at a management meeting, the sales director and a member of your staff visited
the customer with instructions to 'try and resolve the matter of delayed payments'.
The meeting
At the meeting, the sales director took the lead, having known Y for many years. Y provided the last
annual accounts and the latest management accounts and contract accounts. This one large contract that
X Ltd had undertaken represents some 70% of its current activity.
If all, or almost all, suppliers allow additional credit for material, and X Ltd uses its very limited remaining
bank facilities to pay the workforce, Y thinks the company should be able to complete the next stage of
the contract, get the architect to certify the work has been completed, and obtain a progress payment.
This would enable X Ltd to pay suppliers, get more materials, and finish the contract. However, Y
considers the company will make a significant loss on the contract and will only be able to trade on a
much-reduced scale thereafter.
The sales director suggested, and Y agreed, an arrangement by which Y would make a payment from
personal funds, against which your company would release materials to X Ltd. When it receives the
progress payment X Ltd will pay your company from its company's funds and reduce the amount owing to
well within normal terms. Your company will then repay Y the personal funds he has paid.
It was agreed that this arrangement should be discussed and agreed with your managing director in the
morning.
After the meeting
On his return, the sales director commented that this sort of arrangement was probably the only way of
getting any money back - if X Ltd went into liquidation nothing would be recovered.
Later you received a telephone message that Z, the finance director of another firm of builders' merchants
and whom you know through ACCA branch meetings, has asked you to telephone urgently regarding the
credit status of X Ltd.
155
Required
Write a report to your managing director explaining the issues involved and recommending the action to
be taken on the account and on the telephone message.
(25 marks)
10 Corporate citizenship
Required
Write a report to the directors of a UK public limited company explaining the following aspects of
corporate citizenship.
(a)
The concept of corporate citizenship.
(b)
Ways in which social and environmental issues may affect companies.
(c)
Ethical issues that a board of directors might face.
END OF QUESTION BANK
156
(25 marks)
Answers
1
Frameworks, codes and systems

(a)
(b)
In recent years a number of factors have influenced the introduction of a variety of frameworks,
codes and systems of corporate governance throughout the world. The factors are discussed
below:
(i)
One of the factors giving rise to the pressure for better corporate governance was concern
that some large companies were not providing fair accounts, with profits and asset values
being, in some cases, artificially inflated. In the late 1980s there were a number of wellpublicised corporate failures, which were unexpected, as the audited financial statements
had given no indication of such problems. There was a view that the external auditors
were unable to perform their function properly perhaps because a powerful or
unscrupulous chief executive could keep information away from them.
(ii)
There have also been criticisms that the external auditors of a company are not always as
independent as they should be or as the shareholders believe them to be. This was often
the case due to the fact that the auditors relied on the company not just for the audit fee
but also for substantial fees for other consultancy work throughout the year.
(iii)
Allied to these concerns were concerns that some large companies were being run for the
benefit of the directors of the companies rather than for the shareholders. These concerns
raised questions about the conflict of interest between the board of directors and the
shareholders and there was particular concern about too much power being in the hands
of one individual or a small number of individuals. This was particularly the case where
one powerful individual held the posts of both chairman and chief executive and where
boards of directors lacked balance.
(iv)
There was also an issue with directors' remuneration, which was often viewed, as
excessive whether the company was only performing no differently from an average
company or indeed was performing badly.
(v)
In the light of many corporate failures, concern was also expressed about the board's
knowledge and handling of the risks that faced the business and of the adequacy of
internal control systems within companies.
(vi)
As there was a trend towards global investment many large institutions, particularly in the
US and also in the UK, were seeking to invest substantial funds in companies in other
countries. In many instances there were concerns about the lack of shareholder rights and
of disregard for minority shareholders rights shown by major shareholders or the boards of
these companies.
In the UK the Principles of Good Governance have now been brought together in the voluntary
Combined Code.
This Code has stemmed from a number of other codes, reports and frameworks:
The Cadbury Code on the financial aspects of corporate governance
The Greenbury Committee report on directors' remuneration
The Hampel Committee report on corporate governance
The Turnbull report on internal control and financial reporting
The Smith guidance on audit committees
The Higgs review of the role and effectiveness of non-executive directors, followed by the
Tyson report on the recruitment and development of non-executive directors
157
The Financial Reporting Council published the latest version of the combined Code in July 2003.
The main requirements of the Combined Code have attempted to address many of the concerns,
which led to these successive frameworks, codes and systems of corporate governance.
Here are some examples.
(i)
The concerns regarding the board of directors and directors' powers are central to the
Combined Code. Every listed company should be headed by an effective board, which
should lead and control the company. The two key tasks at the top of every listed company
are the running of the board, and the executive responsibility of the running of the
company.
(ii)
The board should include a balance of executive and non-executive directors (including
independent non-executives) such that no individual or small group of individuals can
dominate the board's decision making. It is recommended that non-executive directors
should comprise at least half the board.
(iii)
There should be formal and transparent procedures for the appointment of new directors
to the board and all directors should be required to submit themselves for re-election at
regular intervals and at least every three years.
(iv)
The level of remuneration paid to directors should be sufficient to attract and retain the
directors needed to run the company successfully but companies should avoid paying
more than is necessary for this purpose. A proportion of executive directors' remuneration
should be structured so as to link rewards to corporate and individual performance. The
board should set up a remuneration committee of independent non-executive directors
who will devise schemes of remuneration, which will be recommended to the board.
(v)
The board should present balanced and understandable assessment of the company's
position and prospects. The directors should explain their responsibility for preparing the
accounts and there should be a statement from the auditors about their reporting
responsibilities.
(vi)
The board should maintain a sound system of internal control to safeguard the
shareholders' investment and the company's assets. The directors should, at least
annually, conduct a review of the effectiveness of the systems of internal controls and
should report to the shareholders that they have done this. The review should cover all
controls including financial, operational and compliance controls and risk management.
Companies who do not have an internal audit function should from time to time review the
need for one.
(vii)
The board should establish formal and transparent arrangements for considering how they
should apply the financial reporting and internal control principles and for maintaining an
appropriate relationship with the company's auditors. The audit committee should be made
up of at least three non-executive directors and this committee's duties include keeping
under review the scope and results of the audit and its cost effectiveness and the
independence and objectivity of the auditors. Where the auditors also supply a substantial
volume of non-audit services to the company the committee should keep the nature and
extent of such services under review.
(viii)
Companies should be ready to enter into a dialogue with institutional shareholders based
on the mutual understanding of objectives. Boards should use the AGM to communicate
with private investors and to encourage their participation.
158
Nerium Engineering
REPORT
To:
From:
Date:
Subject:
Non-executive director
Accountant
XX.XX.XXXX
Audit committee
You have written to me for advice about the role and responsibilities of an audit committee and the main
qualities that a member of that committee should possess. The views below summarise the main points
of the Financial Reporting Council's Combined Code on Corporate Governance and related guidance.
Role and responsibilities
One of the main roles of the audit committee is to monitor the integrity of the financial statements of the
company. This will mean that the audit committee should review the significant financial reporting issues
and judgements made in connection with the preparation of the various financial statements that are
prepared by the company. The audit committee should also review the clarity and completeness of
disclosures in the financial statements. Where the audit committee is not satisfied with any aspect of the
financial reporting by the company then this should be reported to the board of directors.
The audit committee should review the company's internal financial control system and, unless addressed
by a separate risk committee or by the board itself, risk management systems. The audit committee
should assess the scope and effectiveness of the systems established by management to identify,
assess, manage and monitor financial and non-financial risks.
The audit committee should review arrangements by which staff of the company may, in confidence, raise
concerns about possible improprieties in matters of financial reporting, financial control or any other
matters commonly known as whistle-blowing.
The audit committee also has responsibilities for the internal audit function and should monitor and
review the effectiveness of the company's internal audit function. If there is no internal audit function, the
audit committee should consider whether there is a need for one each year and make a recommendation
to the board.
In general terms the audit committee is responsible for the overseeing of the company's relations with
the external auditor. This will include the following aspects:
The audit committee has primary responsibility for making recommendation on the appointment,
reappointment and removal of the external auditors.
The audit committee should assess the qualification, expertise and resources, effectiveness
and independence of the external auditors annually.
The audit committee should approve the terms of engagement and the remuneration to be paid
to the external auditor in respect of audit services provided.
The audit committee must also develop and recommend to the board the company's policy in
relation to the provision of non-audit services by the external auditor. The objective here should
be to ensure that the provision of such services does not impair the external auditor's
independence or objectivity.
Wherever the audit committee's monitoring and review activities reveal cause for concern or scope for
improvement, it should make recommendations to the board of directors on action needed to address the
issue or to make improvements.
159
Main qualities that a member of the audit committee should possess

The main qualities that a member of the audit committee should possess are a harder question to deal
with as this will differ for different types of organisation but I can give you some general guidance.
At least three members of the committee should be independent non-executive directors.
At least one member of the audit committee should have significant, recent and relevant financial
experience for example as an auditor or finance director of a listed company. Ideally, this person
should have a relevant professional qualification.
In general, given the role and responsibilities of the audit committee there is a need for some
degree of financial literacy amongst the other members of the audit committee. This will vary
according to the nature of the company, but experience of corporate financial matters will normally
be required.
Individual members of the audit committee should have an overview of the company's
business and be able to identify the main business and financial dynamics and risks.
The Smith guidance on audit committees recommends that new audit committee members are given an
induction programme and that all members receive training on an on-going basis.
(a)
Non-independent NEDs
A NED is not independent if he or she is on the board representing the interests of a major
shareholder, because the views given by the director will be made in the best interests of that
shareholder. Similarly it is debateable whether a director is independent when he or she has a
close relationship with the company or any other executive director. For example a former chief
executive of the company might be given a non-executive role after retirement. He would not be
independent.
Independent NEDs
In contrast an independent NED is a person who has no connection with the company other than
as a non-executive director, and who should be able to give an independent opinion on the affairs
of the company, without influence form any other director or shareholder.
(b)
Conflicts of interest
A potential conflict of interest occurs when the executive director or senior management of a
company might be inclined to take decisions that would not be in the interests of the companys
shareholders. Although there are several areas where a conflict of interest could arise, the major
problem areas are those of remuneration of the directors and senior managers, financial reporting
and nominations of new board members.
Remuneration
If executive directors are allowed to decide their own remuneration, they could be inclined to pay
themselves as much as possible, without having to hold themselves to account or justify their high
pay. Where incentive schemes are in place, there is a risk that incentive schemes devised by the
executive directors for themselves will be linked to achieving performance targets that are not
necessarily in the shareholders interests. For example rewarding directors with a bonus for
achieving profit growth is of no value to shareholders if the result is higher business risk and a
lower share price.
Remuneration Committee
Corporate governance in may countries, such as the UKs Combined Code, calls for a
remuneration committee of the board to be established to decide on directors pay, including
incentive schemes, and for this committee to comprise at least three, or in the case of smaller
companies two, members, who should all be independent non-executive directors.
160
The remuneration committee should have delegated responsibility for setting remuneration for all
executive directors and the chairman, including pension rights and any compensation payments.
The committee should also recommend and monitor the level and structure of remuneration for
senior management. The NEDs should in principle, be able to devise fair remuneration packages
that include an incentive element, in which the performance targets bring the objectives of the
executive directors more into line with those of he shareholders.
Financial Reporting
A second potential area for conflict of interest is financial reporting. The executive directors might
be tempted to window dress the results if the company, in order to present the financial results in
a way that reflects better on themselves and their achievements.
Audit Committee
There should be an audit committee of the board, consisting of non-executive directors, whose
task should be to consider issues relating to financial reporting and financial control systems. This
committee should be responsible for maintaining regular liaison with the external auditors. The
Combined Code says that the audit committee should comprise at least three or in the case of
small companies, two members, who should all be independent NEDs. The board should satisfy
itself that at least one member of the audit committee has recent and relevant financial
experience.
Nominations to the board
A third potential area for conflict is nominations of new board members. A powerful chairman or
chief executive could be tempted to appoint their supporters or yes men to the board, and so
strengthen their position on the board. The combined code recommends that there should be a
nominations committee of the board manned by NEDs.
Other areas
Other areas of potential conflict of interest can be identified, such as succession planning, and the
boards decisions on making acquisitions or in preparing defences against a takeover bid. In each
of these areas NEDs should be able to provide a counter balance to the self interested views f
executive directors.
(c)
Share Payments
In many companies, NEDs receive a fixed cash payment for their services, without any incentives.
However some companies pay their NEDs in shares.
They would argue that the more equity the NEDs hold, the more likely they will be to look at
issues from the point of view of the shareholders. There is a risk that a NED holding shares could
be more concerned with short-term movements in the share price and the opportunity of making a
short term profit from selling their shares. However, a suitable precaution against this could be to
obtain the agreement of a NED not to sell his or her shares until after leaving the board.
Share Options
The argument that NEDs should be rewarded with share options is more contentious, but it has
been widely practised in the UK and is even more common in the US. The argument against
rewarding NEDs with share options is that this form of remuneration could align the interests of
the NEDs more closely with the executive directors, who also hold share options. NEDs should
give independent advice, and it can be argued that it is therefore not appropriate to incentivise
them in the same way as the executives.
The Combined Code points out that holding of share options could be relevant to the
determination of a non-executive directors independence. It states that remuneration for nonexecutive directors should not include share options. If, exceptionally, options are granted,
shareholder approval should be sought in advance and any share acquired by exercise of the
options should be held until at least one year after the non-executive director leaves the board.
161
Board of directors
REPORT
To:
From:
Date:
Subject:
Board of directors
Consultant
December X4
Board of directors and committees
Chairman
The Combined Code on Corporate Governance states that there should be a clear division between the
chief executive of the company, who has executive responsibility for running the company's business,
and the chairman of the board of directors who is responsible for running the board.
The main roles of the chairman should be to:
Run the board and set its agenda
Ensure that all members of the board receive accurate, timely and relevant information
Encourage the active participation of all members of the board
Ensure that adequate time is allowed for the discussion of complex or contentious issues
Ensure that the performance of individual directors and the board as a whole, together with its
committees, are evaluated at least once a year
Ensure that there is a suitable induction programme for new directors
Identify any development needs of individual directors
Ensure effective communication with shareholders and major investors
The board should include a balance of executive and non-executive directors and the role of the nonexecutive directors should include the following elements.
Being independent in judgement and possessing an inquiring mind
Being well informed about the company and the environment within which it operates
Having a strong command of issues relevant to the business
Constructively challenging proposals on strategy and helping to develop such proposals
Scrutinising the performance of management and monitoring reports on that performance
Ensuring that sufficient, accurate, clear and timely information is provided to the board in advance
of meetings
Satisfying themselves of the integrity of the financial controls and information
Satisfying themselves that the risk management systems are robust and defensible
Determining appropriate levels of remuneration for executive directors
Playing an important role in the appointment and removal of directors and in succession planning
Understanding the views of major investors
162
The remuneration committee should be made up of non-executive directors as it is responsible for setting
the remuneration for all executive directors, the chairman and the company secretary.
As well as this basic responsibility the remuneration committee has other duties.
To determine targets for any performance related pay schemes
To determine the policy for pension arrangements for executive directors
To ensure that any contractual terms on termination and payments made are fair both to the
company and the individual
To determine the total individual remuneration package for each executive director including
bonuses, incentive payments and share options
To agree the policy for authorising expense claims from the chief executive and chairman
To ensure that all required disclosures for remuneration matters are fulfilled
Nomination committee
The Combined Code requires that there should be formal, rigorous and transparent procedures for the
appointment of new directors to the board. The nomination committee, made up of a majority of
independent non-executive directors, can carry out this role. The main duties of this committee are to:
Evaluate the current balance of skills, knowledge and experience on the board and with this in
mind to prepare a description of the role and capabilities required for a particular appointment
Consider candidates from a wide range of backgrounds
Review the time required from a non-executive director annually
Assess whether the non-executive directors are spending enough time to fulfil their duties
Consider succession planning and in particular what skills and expertise are needed, given the
challenges and opportunities facing the company
Prepare a statement for the annual report including the process used for appointments and
explains if external advice or advertising has been used. The statement should also state the
membership of the committee, and the number of committee meetings attended over the year.
Caius plc
Tutor's note. A good guideline for this type of question would be the key points relating to directors
remuneration from the Combined Code. This will give you most of the key areas that require to be
discussed.
To:
From:
Date:
Subject:
Board of Directors of Caius plc

Accountant
XXXX
Directors pay and conditions
In order to ensure that directors pay and conditions are fair and transparent the company should adopt
the following policies and frameworks.
163
Level and make-up of remuneration

The level of remuneration offered to directors should be sufficient to attract, retain and motivate directors
of the quality required to run the company successfully. However, a company should avoid paying more
than is strictly necessary for this purpose. The levels of pay offered by other similar companies can be
considered but such comparisons should be used with caution.
A significant proportion of executive directors remuneration should be structured so as to link their
interests with those of the shareholders and give the directors keen incentives to perform to the highest
levels. Therefore, incentive schemes are acceptable but they must always be related to performance and
they must be geared to the long term rather than the short term. Where incentive schemes are used the
amount paid to the directors should be based upon them meeting or exceeding clearly defined targets.
Service contracts and compensation
Service contracts for directors are necessary but there must be a balance between the directors needs
and the interests of the shareholders. In general terms notice periods under contracts should be set at
one year or less. The board must be prepared to dismiss a director for poor performance and much
thought should be given to compensation commitments. The aim should be to avoid being seen to reward
poor performance by excessive compensation payments and the board should take a robust line on
reducing compensation to reflect a departing directors obligations to mitigate loss.
The board should appoint a remuneration committee made up entirely of independent non-executive
directors. The aim of this is to ensure that there is a formal and transparent procedure for developing
policy on executive remuneration and for the remuneration packages of individual directors. Most
importantly no director should be involved in deciding his or her own remuneration.
Communication with shareholders
The remuneration committee should enter into communication with major shareholders about directors
remuneration. Shareholders should be invited specifically to approve all new long-term incentive schemes
and significant changes to existing schemes. In the annual report of the company there should be a
report on the remuneration policy and details of the remuneration of each director. The chairman of the
remuneration committee should also attend the AGM and be prepared to answer any questions from
shareholders relating to directors remuneration.
Audit process
(a)
The external audit process must demonstrate whether the financial statements show a true and
fair view of the financial position and performance of the company. The external auditors must
also report as to whether the financial statements have been prepared in accordance with relevant
statute and whether certain specifics have been complied with:
The company has kept proper accounting records
The auditors have received all of the information and explanations required to carry out
their audit
The Directors' Report is consistent with the financial statements
Information required by regulatory bodies has been disclosed.
The report to the shareholders by the external auditor is in the form of an opinion as to whether
the accounts show a true and fair view in the audit report. An unqualified opinion should give
shareholders and other users of the financial statements confidence in those financial statements
but it is not a guarantee from the auditors that the financial statements are totally correct.
During the course of the external audit the auditors will consider and test the internal accounting
systems of the company and make recommendations for improvements. However there is little
164
else that directly contributes towards the effective system of corporate governance as the auditor
is not required to consider whether the statements of the directors regarding internal controls are
comprehensive or comment on the effectiveness of the company's corporate governance
procedures or risk procedures.
The internal audit function is not a legal requirement, but the board of directors may set up an
internal audit department after considering the costs and benefits. The work of internal auditors is
not set out in law but is decided upon by the board of directors or senior management. The work
of the internal audit function will therefore vary from company to company, but the following are
typical areas that the internal audit function may be required to consider.
Testing and reporting on the internal control systems of the organisation
Reviewing the adequacy of accounting and financial information
Considering the effectiveness of risk management and risks control processes

identifying weaknesses and recommending improvements
Considering compliance procedures
Identifying weaknesses in procedures and systems and recommending improvements
Performing one-off projects determined by management
As the remit of the internal audit function is as wide as is necessary then this can be a valuable
resource to management, contributing towards an effective system of corporate governance.
(b)
When the external auditors are carrying out their audit they will expect full co-operation from the
internal auditors. The internal auditors should ensure that the accounting and internal control
systems are operating satisfactorily but the external auditor will test those systems independently.
The external auditors will not tend to rely on the work of the internal auditors in general terms but
the work on systems, controls and procedures that have been carried out by the internal audit
function will be of some assistance to the external auditors in their role.
Types of risk
There are many different types of risk faced by commercial organisations, particularly those with
international activities. They may be categorised under the following headings:
General business risk

Trading risk
Cultural, country and political risk
Currency (foreign exchange) risk
Interest-rate risk
Technological risk
Fraud risk
General business risk

Business risk may be defined as the potential volatility of profits caused by the nature and type of the
business operations involved.
Factors contributing to business risk will include:
The type of industries/markets within which the business operates the extent to which sales are
vulnerable to changes in fashion, technology etc
The state of the economy
The actions of competitors
The actions of unions or impact of government legislation
165
The stage in a product's life cycle, with high risks in the introductory and declining stages
The dependence upon inputs with fluctuating prices, e.g. wheat, oil etc
The level of operating gearing the proportion of fixed costs in total costs the higher the level,
the greater sales need to be made to break even
The flexibility of production processes to adapt to different specifications or products
Trading risks
Both domestic and international traders will face trading risks, although those faced by the latter will
generally be greater due to the increased distances and times involved. The types of trading risk include:
Physical risk the risk of goods being lost or stolen in transit, or the documents accompanying the
goods going astray
Credit risk the possibility of payment default by the customer. This is discussed further below.
Trade risk the risk of the customer refusing to accept the goods on delivery (due to substandard/ inappropriate goods or other reasons), or the cancellation of the order in transit
Liquidity risk the inability to finance the credit
Cultural, country and political risk

Where a business trades with, or invests in, a foreign country cultural risk is introduced by the existence
of different customs, laws and language. Communication between parties can be hindered, and potential
deals put into jeopardy by ignorance of the expected manner in which such transactions should be
conducted. Country risk is the risk associated with undertaking transactions with, or holding assets in, a
particular country. Sources of risk might be political, economic or regulatory instability affecting overseas
taxation, repatriation of profits, nationalisation, currency instability etc. Political risk is the risk that political
action (exchange controls, tax changes, pricing regulations etc) will affect the position and value of a
company.
Currency risk
Currency risk is the possibility of loss or gain due to future changes in exchange rates. When a firm
trades with an overseas supplier or customer, and the invoice is in the overseas currency, it will expose
itself to exchange rate or currency risk. Movements in the foreign exchange rates will create risk in the
settlement of the debt i.e. the final amount payable/receivable in the home currency will be uncertain at
the time of entering into the transaction.
Investment in a foreign country or borrowing in a foreign currency will also carry this risk.
Interest rate risk
As with foreign exchange rates, future interest rates cannot be easily predicted. If a firm has a significant
amount of variable (floating)-rate debt, interest rate movements will give rise to uncertainty about the cost
of servicing this debt.
Conversely, if a company uses a lot of fixed-rate debt, it will lose out if interest rates begin to fall.
Technological risk
All businesses depend to some extent on technology, either in the support of its business activities (e.g.
the computers used by the accounts, stores and treasury departments), or more directly in its production
or marketing activities.
As technology evolves and develops, firms can find themselves using out of date equipment and
marketing methods, which may leave them at a competitive disadvantage. Products in a high-tech
industry have very short life cycles, and a firm must recognise and plan for continual replacement and
upgrading of products if it is not to lose market share.
166
Fraud risk
All businesses run the risk of loss through the fraudulent activities of its employees, including
management.
How the codes of corporate governance can assist in managing the risks
Corporate governance is concerned with the control and influence exerted over a company's operations
and its employees by the decisions of top management, usually the board of directors.
The codes of corporate governance are guidelines and recommendations developed over a number of
years by various committees and researchers (Cadbury, Greenbury, Hampel, Higgs, and Smith) and now
incorporated in the UK into the Combined Code published in July 2003 by the Financial Reporting
Council.
A significant element of the Code is concerned with the way internal controls are implemented and
reviewed in order that such risks as those outlined above would be managed. The code includes the
Turnbull report (Internal Control: Guidance for Directors on the Combined Code).
The Turnbull report included recommendations that:
Management should identify and evaluate the risks to which they will be exposed in the
achievement of their corporate objectives. These will include both the traditional areas of risk
discussed above, but also those increasingly arising from intangible assets, such as reputation
and branding.
Risk control should be embedded in the culture and processes of the business, rather than
being the subject of a completely separate management system. Each person in the organisation
should be aware of, and manage, the significant risks related to the tasks they perform.
Directors should continually review and monitor risk control issues. It should regularly review
reports on internal control from line managers and, where appropriate, from internal auditors
and other specialists.
Regular discussion of risk and control issues at board meetings should be encouraged.
Risk analysis and assessment should form part of the evaluation of every major capital
investment or proposed acquisition.
Financial risk analysis will very much depend upon commercial judgement, but the following
questions may be used as a framework for the assessment of their impact on company value:
What is the effect on present and future cash flow?
What is the effect on the underlying present and future profitability of the business?
What is the effect on the underlying present and future liquidity and value of assets
employed in the business?
What is the effect on the present and future debt structure of the business?
The relative likelihood of the events giving rise to the risks also needs to be assessed.
This can then be combined with the level of impact to prioritise the risks.
High impact, high likelihood immediate action required

High impact, low likelihood contingency plan needed
Low impact, high likelihood consider taking action
Low impact, low likelihood no action now, but review periodically
Once risks have been prioritised, management needs to decide what to do about them, and how they can
be managed and monitored in the future.
167
Strategies for management of a given risk include:
Acceptance
Transfer e.g. by insurance or joint venture
Elimination by hedging, or ceasing the activity/operation
Control by building in operational controls
COSO Framework
(a)
Avoidance means exiting the activities that give rise to risk. Risk avoidance may involve
disposing of a business unit, product line, or geographical segment, or simply deciding not to
engage in new initiatives/activities that would give rise to the risks.
If reduction is the chosen response then action is taken to reduce risk likelihood or impact, or
both. This typically involves any of a large number of everyday business decisions, including
diversifying product offerings, establishing operational limits for activities, establishing more
effective business processes, enhancing management involvement in decision making and
monitoring, rebalancing the entitys portfolio of assets to reduce exposure to certain types of
losses, or reallocating capital among operating units.
Sharing entails reducing risk likelihood or impact by transferring or otherwise sharing a portion
of the risk. Common techniques include purchasing insurance products, engaging in hedging
transactions, entering into joint ventures or partnerships, sharing risk through contractual
agreements with customers, vendors, or other business partners, or outsourcing an activity.
If acceptance is the chosen response no action is taken to affect risk likelihood or impact: the risk
is accepted because it already conforms to the entitys risk tolerances. The entity may have selfinsured against loss, or it may rely upon natural offsets within a portfolio.
(b)
Control activities are the actions of people to implement policies, directly or through application of
technology, in such a way as to help ensure that managements risk responses are carried out.
Many procedures are commonly performed by personnel at various organisational levels that
serve to enforce adherence to established action plans and to keep entities on track toward
achieving their objectives.
Here are some examples.
Top-level reviews Senior management reviews actual performance versus budgets,

forecasts, prior periods, and competitors. Major initiatives, such as marketing thrusts,
improved production processes, and cost containment or reduction programmes, are
tracked to measure the extent to which targets are being reached.
Direct functional or activity management Managers running functions or activities

review performance reports. For example, a manager responsible for a banks consumer
loans will review reports by branch, region, and loan type, checking summaries and
identifying trends, and relating results to macro-economic statistics and targets. Managers
will also focus on compliance issues, for example reviewing reports required by regulators
on new deposits over specified amounts.
Information processing A variety of controls are performed to check accuracy,

completeness, and authorisation of transactions. Data entered is subject to on-line edit
checks. A customers order, for example, is accepted only after reference to an approved
customer file and credit limit. Numerical sequences of transactions are accounted for, with
exceptions followed up and reported to supervisors. Development of new systems and
changes to existing ones are controlled, as is access to data, files, and programs.
168
Physical controls Equipment, inventories, securities, cash, and other assets are
physically secured and periodically counted and compared with amounts shown on control
records.
Performance indicators Relating different sets of data (operating or financial) to one

another, together with analyses of the relationships and investigative and corrective
actions, serves as a control activity. Performance indicators include, for example, staff
turnover rates by business unit. If they investigate unexpected results or unusual trends,
management may identify circumstances where an insufficient capacity to complete key
processes may mean that there is a risk that objectives have a lower likelihood of being
achieved.
Segregation of duties Duties are divided, or segregated, among different people to

reduce the risk of error or fraud. For instance, responsibilities for authorising transactions,
recording them, and handling the related asset are divided. A manager authorising credit
sales would not be responsible for maintaining accounts receivable records or handling
cash receipts. Similarly, salespeople would not have the ability to modify product price files
or commission rates.
Ethical considerations
To:
From:
Date:
Subject:
The Managing Director

The Financial Controller
XX.XX.XX
Issues arising from the meeting with X Ltd regarding payment of their debt
This report assumes that you have read the enclosed documents prepared by the Sales Director
concerning her recent meeting with Y, the Managing Director of X Ltd. In brief, we are being asked to
supply further materials on credit to X Ltd on the understanding that this offers our best chance of being
paid both for long-outstanding existing debts and the further debts that will arise.
Firstly I need to point out that our Sales Director feels that we should accept what has been informally
agreed but she has openly admitted that she has difficulty in taking an objective view of the situation,
having done business with Y for many years.
However, the agreement that is being proposed leaves me with grave doubts, both on ethical grounds
and from the point of view of the business.
Our options are:
to accept the agreement as proposed;

to refuse the payment from Y but supply further materials in any case;
to sue for payment or simply write off the debt.
Accepting the agreement

This option puts us in a position where we are owed (and are at risk of losing) not only our existing debt of
A but also a further amount (say B, based on past trading experience).
I am not sure what the role of the personal payment is meant to be. It is not a bribe, although it has that
taste about it, since the intention is that it would be repaid. Presumably it is a sign of good faith, but why
not inject the funds directly into the company and pay off some debts now? If Y is not willing to risk
loaning the funds to his company, why should we be any more willing to take the risk of supplying further
goods?
In any case, recovery of our debt depends not only on our support but also that of all or almost all of X
Ltd's other suppliers. We have no guarantee that this support will be forthcoming. (Indeed, I have just
169
received a telephone message from another supplier indicating that they too are worried about X Ltd's
position, and asking for our view (see below).)
If the company is forced into liquidation by other creditors (or if X Ltd cannot complete the next stage of
the work) what are we expected to do about the personal payment? I am not sure how the law would view
it. It would put us in a more advantageous position than other creditors, but unfairly so.
There are other matters that cause me to have doubts.
Why can X Ltd not obtain an advance from their bank against the promise of the next progress
payment? Has this option been attempted? If not, is the bank fully aware of the difficulties of X
Ltd?
Are X Ltd already 'trading wrongfully', which is illegal? To knowingly enter into an agreement that
allows this to continue calls our own integrity into question.
Refuse the payment but supply the materials

This is a better option because it leaves us with a clear conscience regarding the payment, and does not
compromise Y in any way. The other problems remain, however.
We need to be assured:
(a)
(b)
that X Ltd can secure the support of its other creditors

that X Ltd really can complete the next stage of the contract
If we are satisfied on point (a), we could encourage X Ltd to enter into negotiations with all of its suppliers.
We can let it be known that we will be willing to help if others are: this will put X Ltd in a stronger position.
If X Ltd is able to get the level of support needed, this option is the one that I recommend.
If both you and Y agree to this I may have an immediate opportunity to help out, since (as I mentioned) I
have already had an enquiry from an acquaintance working for another supplier who will also, I think, be
keen to salvage something from the situation if at all possible.
Confidentiality is an issue at present, so for the time being I have sent a fax explaining that we are
currently negotiating with X Ltd and that I will be in touch once I know the outcome of our talks. (You will
realise that my own professional integrity could be compromised if I supply information that could be
considered misleading. I cannot simply ignore the enquiry or be cagey about it since this could itself be
construed as a 'bad' reference.)
Suing for payment or writing off the debt
Since we are unlikely to recover our debt this option will simply increase our loss because we will have to
pay legal costs. X Ltd may be counting on the fact that we know this.
One possible virtue of this option is that the threat of liquidation, or liquidation itself, may force Y to come
to an arrangement with all creditors if we are unable to persuade him to try this by other means.
Writing off the debt now has the virtue that we do not risk losing a further amount by supplying more
materials. On the down side, it could make us look 'soft' to other customers, and it is possibly unduly
harsh not to give X Ltd a chance to recover the situation. It is not in our long-term interests for our
customers to go out of business.
I cannot recommend either of these options except in the very last resort.
Wider issues
We need to consider whether this situation has arisen due to problems with credit control on our part. It
could perhaps be argued that we should have worked more closely with X Ltd to prevent the problem
arising in the first place. We should have been aware that X Ltd was taking on a much larger contract
than it has previously been used to dealing with and we should have anticipated problems.
Over the next few days I shall be looking into ways in which our credit control systems can be adapted to
ensure that external matters such as this are taken into account.
170
10 Corporate citizenship
REPORT
To:
From:
Date:
Subject:
Directors
Consultant
Dec X4
Introduction
Companies have choices as to how they manage their businesses. These choices can be many and
varied but the choices that are made can determine whether or not the company is seen as a good
citizen. Many of the world's companies are setting high standards of behaviour in many aspects of
business and in a wider social context.
The concept of corporate citizenship recognises that there is a connection between the everyday
activities of companies and the well being of society as a whole. In recent years companies have adopted
a more comprehensive approach to corporate citizenship in general, and this includes social and
environmental responsibility.
Directors now accept that they are not only responsible to the shareholders the owners of the company
but also to a wider selection of other stakeholders which will include employees, customers, investors,
business partners, suppliers, the community and the government.
It can be argued that corporate citizenship is made up of three key components:
(1)
(2)
(3)
the basic values, policies and practices of a company and its business at home and abroad
the management of environmental and social issues within the value chain of business partners
the voluntary contributions made by a company to community development around the world
Social and environmental issues that may affect companies

The types of social and environmental issues that may affect companies can most easily be considered
by taking a look at the various stakeholders in a company and issues that might affect the relationship of
the company with those stakeholders.
Employees. Issues that may affect employees and the company's treatment of those employees
include wage rates, health and safety provisions, accident rates, training opportunities and how
changes such as downsizing and redundancies are handled.
Customers. Customers in global, competitive markets are increasingly concerned not only with
price but also value of goods and services. Quality issues are paramount to most companies
including how complaints are handled. Increasingly customers are also concerned with the
background to the goods they have purchased and the conditions under which they were
manufactured. In an age of environmental concerns customers are also concerned with factors
such as the safe disposal or recycling of products once used.
Suppliers. The activities of one company will necessarily have a knock-on effect on other
companies with which it deals, in particular suppliers. Companies will be concerned about the
long-term stability of their suppliers, the sustainability of jobs at their suppliers and timely payment
of their suppliers.
The community. Concerns here for a company will centre on charitable gifts and donations, the
support of employees providing charitable gifts or services, investment within the community and
the willingness to listen to community concerns and to enter into meaningful dialogue.
171
Government. Many companies pay huge amounts of taxes, which are vital for the sustainability,
and growth of many countries and economies. Companies should be concerned with issues such
as fair transfer pricing policies and compliance with the laws and regulations of all the countries
within which they operate.
Environment. Increasingly the general environment is being viewed as an additional stakeholder

and the quality of the management of environmental issues over the entire product life cycle will
be of great importance to companies.
Ethical issues that a board may face

Once it is accepted that modern day companies are not only in business to increase shareholder wealth
but also to protect and nurture society and the environment then there are many potential ethical issues
that may face a board of directors in their strategies and operational decision making.
Directors may need to consider all aspects of their value chain, both backward linkages and forward
linkages. Backward linkages may include ethical issues such as the conditions in which products are
made in many developing countries, i.e. low wages, poor conditions, child labour, etc as these are fast
becoming important issues for customers.
Manufacturers of products also have to accept that their responsibility in the customer's eyes does not
end with the sale of the product. Directors will need to consider their products over their entire life cycle
and in particular environmental issues such as the safe disposal of products, recycling of products and
the restoration of the environment when manufacture or use is complete.
Directors must also be concerned with social and ethical issues particularly in association with products
such as alcohol, cigarettes or pharmaceuticals. The directors of such companies will need to be
particularly aware of social responsibility issues such as under-age drinking, drink driving, the dangers of
smoking and the misuse of prescription pharmaceuticals. This will often affect the ways and methods in
which such goods are advertised.
Companies should also accept that they have ethical responsibilities towards their employees, particularly
in developing countries, in terms of wage rates, working conditions, provision of health care and pension
arrangements.
Directors of companies may find that they are faced with ethical decisions when considering voluntary
contributions to the societies in which they operate. Many donations promoting the common good may
have no apparent tangible benefits to the company itself but the reputation of being a 'caring company'
must not be under-estimated.
END OF ANSWER BANK
172
Appendix A
Pilot paper questions
173
15: APPENDIX A: PILOT PAPER QUESTIONS
Pilot paper
Paper P1
Professional Accountant
Time allowed
Reading and planning:
Writing:
15 minutes
3 hours
This paper is divided into two sections:

Section A This ONE question is compulsory and MUST be attempted
Section B TWO questions ONLY to be attempted
Do NOT open this paper until instructed by the supervisor.
During reading and planning time only the question paper may be annotated. You must NOT write in your
answer booklet until instructed by the supervisor.
This question paper must not be removed from the examination hall.
Warning
The pilot paper cannot cover all of the syllabus nor can it include examples of every type of question that will be
included in the actual exam. You may see questions in the exam that you think are more difficult than any you
see in the pilot paper.
174
SECTION A: This question is compulsory and MUST be

attempted
Question 1
Chemco is a well-established listed European chemical company involved in research into, and the production of,
a range of chemicals used in industries such as agrochemicals, oil and gas, paint, plastics and building materials.
A strategic priority recognised by the Chemco board some time ago was to increase its international presence as
a means of gaining international market share and servicing its increasingly geographically dispersed customer
base. The Chemco board, which operated as a unitary structure, identified JPX as a possible acquisition target
because of its good product fit with Chemco and the fact that its geographical coverage would significantly
strengthen Chemcos internationalisation strategy. Based outside Europe in a region of growth in the chemical
industry, JPX was seen by analysts as a good opportunity for Chemco, especially as JPXs recent flotation had
provided potential access to a controlling shareholding through the regional stock market where JPX operated.
When the board of Chemco met to discuss the proposed acquisition of JPX, a number of issues were tabled for
discussion. Bill White, Chemcos chief executive, had overseen the research process that had identified JPX as a
potential acquisition target. He was driving the process and wanted the Chemco board of directors to approve the
next move, which was to begin the valuation process with a view to making an offer to JPXs shareholders. Bill
said that the strategic benefits of this acquisition was in increasing overseas market share and gaining
economies of scale.
While Chemco was a public company, JPX had been family owned and operated for most of its thirty-five year
history. Seventy-five percent of the share capital was floated on its own countrys stock exchange two years ago,
but Leena Sharif, Chemcos company secretary, suggested that the corporate governance requirements in JPXs
country were not as rigorous as in many parts of the world. She also suggested that the family business culture
was still present in JPX and pointed out that it operated a two-tier board with members of the family on the upper
tier. At the last annual general meeting, observers noticed that the JPX board, mainly consisting of family
members, had dominated discussions and had discouraged the expression of views from the companys
external shareholders. JPX had no non-executive directors and none of the board committee structure that many
listed companies like Chemco had in place. Bill reported that although JPXs department heads were all
directors, they were not invited to attend board meetings when strategy and management monitoring issues were
being discussed. They were, he said, treated more like middle management by the upper tier of the JPX board
and that important views may not be being heard when devising strategy. Leena suggested that these features
made the JPX boards upper tier less externally accountable and less likely to take advice when making
decisions. She said that board accountability was fundamental to public trust and that JPXs board might do well
to recognise this, especially if the acquisition were to go ahead.
Chemcos finance director, Susan Brown advised caution over the whole acquisition proposal. She saw the
proposal as being very risky. In addition to the uncertainties over exposure to foreign markets, she believed that
Chemco would also have difficulties with integrating JPX into the Chemco culture and structure. While Chemco
was fully compliant with corporate governance best practice, the country in which JPX was based had few
corporate governance requirements. Manprit Randhawa, Chemcos operations director, asked Bill if he knew
anything about JPXs risk exposure. Manprit suggested that the acquisition of JPX might expose Chemco to a
number of risks that could not only affect the success of the proposed acquisition but also, potentially, Chemco
itself. Bill replied that he would look at the risks in more detail if the Chemco board agreed to take the proposal
forward to its next stage.
175
Finance director Susan Brown, had obtained the most recent annual report for JPX and highlighted what she
considered to be an interesting, but unexplained, comment about negative local environmental impact in its
accounts. She asked chief executive Bill White if he could find out what the comment meant and whether JPX
had any plans to make provision for any environmental impact. Bill White was able to report, based on his
previous dealings with JPX, that it did not produce any voluntary environmental reporting. The Chemco board
broadly supported the idea of environmental reporting although company secretary Leena Sharif recently told Bill
White that she was unaware of the meaning of the terms environmental footprint and environmental reporting
and so couldnt say whether she was supportive or not. It was agreed, however, that relevant information on
JPXs environmental performance and risk would be necessary if the acquisition went ahead.
Required
(a)
Evaluate JPXs current corporate governance arrangements and explain why they are likely to be
considered inadequate by the Chemco board.
(10 marks)
(b)
Manprit suggested that the acquisition of JPX might expose Chemco to a number of risks. Illustrating from
the case as required, identify the risks that Chemco might incur in acquiring JPX and explain how risk can
be assessed.
(15 marks)
(c)
Construct the case for JPX adopting a unitary board structure after the proposed acquisition. Your answer
should include an explanation of the advantages of unitary boards and a convincing case FOR the JPX
board changing to a unitary structure.
(10 marks)
(d)
Explain FOUR roles of non-executive directors (NEDs) and assess the specific contributions that NEDs
could make to improve the governance of the JPX board.
(7 marks)
(e)
Write a memo to Leena Sharif defining environmental footprint and briefly explaining the importance of
environmental reporting for JPX.
(8 marks)
(Total = 50 marks)
Question 1
This question is an example of whats likely to be a common type of question on this paper, evaluate the
inadequacies and suggest improvements. However parts (c) and (d) are quite specific about which areas you
have to discuss, indicating you need a detailed knowledge of corporate governance issues to underpin your
discussions. The question part on risk is mixed in with this discussion on corporate governance, indicating how
different parts of the syllabus will be combined in the case study question.
This question covers material from a number of chapters, and you can expect Question 1 to be drawn from areas
covered across the whole of your Study Text.
176
Section B: TWO questions ONLY to be attempted

Question 2
In a recent case, it emerged that Frank Finn, a sales director at ABC Co, had been awarded a substantial overinflation annual basic pay award with no apparent link to performance. When a major institutional shareholder,
Swanland Investments, looked into the issue, it emerged that Mr Finn had a cross directorship with Joe Ng, an
executive director of DEF Co. Mr Ng was a non-executive director of ABC and chairman of its remunerations
committee. Swanland Investments argued at the annual general meeting that there was a problem with the
independence of Mr Ng and further, that Mr Finns remuneration package as a sales director was considered to
be poorly aligned to Swanlands interests because it was too much weighted by basic pay and contained
inadequate levels of incentive.
Swanland Investments proposed that the composition of Mr Finns remuneration package be reconsidered by the
remunerations committee and that Mr Ng should not be present during the discussion. Another of the larger
institutional shareholders, Hanoi House, objected to this, proposing instead that Mr Ng and Mr Finn both resign
from their respective non-executive directorships as there was clear evidence of malpractice. Swanland
considered this too radical a step, as Mr Ngs input was, in its opinion, valuable on ABCs board.
Required
(a)
Explain FOUR roles of a remuneration committee and how the cross directorship undermines these roles
at ABC Co.
(12 marks)
(b)
Swanland Investments believed Mr Finns remuneration package to be poorly aligned to its interests.
With reference to the different components of a directors remuneration package, explain how Mr Finns
remuneration might be more aligned to shareholders interests at ABC Co.
(8 marks)
(c)
Evaluate the proposal from Hanoi House that both Mr Ng and Mr Finn be required to resign from their
respective non-executive positions.
(5 marks)
(Total = 25 marks)
Question 2
This question has some similiarities to Question 1, requiring knowledge of specific areas of good corporate
governance practice and application of that knowledge to identify weaknesses and recommend improvements.
Ethics part (c) is only worth 5 marks; you may well encounter more complex ethical situations requiring
discussion worth more marks.
Chapter 3 of your Study Text thoroughly covers the issues involved in this question.
177
Question 3
At a recent conference on corporate social responsibility, one speaker (Professor Cheung) argued that
professional codes of ethics for accountants were not as useful as some have claimed because:
they assume professional accountants to be rules-driven, when in fact most professionals are more driven by
principles that guide and underpin all aspects of professional behaviour, including professional ethics.
When quizzed from the audience about his views on the usefulness of professional codes of ethics, Professor
Cheung suggested that the costs of writing, implementing, disseminating and monitoring ethical codes
outweighed their usefulness. He said that as long as professional accountants personally observe the highest
values of probity and integrity then there is no need for detailed codes of ethics.
Required
(a)
Critically evaluate Professor Cheungs views on codes of professional ethics. Use examples of ethical
codes, where appropriate, to illustrate your answer.
(12 marks)
(b)
With reference to Professor Cheungs comments, explain what is meant by integrity and assess its
importance as an underlying principle in corporate governance.
(7 marks)
(c)
Explain and contrast a deontological with a consequentialist based approach to business ethics.
(6 marks)
(Total = 25 marks)
Question 3
More an essay than a scenario-based question, but a clear illustration that you will be expected to discuss ethical
theory without necessarily having to apply it to a practical scenario.
Chapter 11 of your Study Text covers the areas you need to discuss in this question.
178
Question 4
As part of a review of its internal control systems, the board of FF co, a large textiles company, has sought your
advice as a senior accountant in the company.
FFs stated objective has always been to adopt the highest standards of internal control because it believes that
by doing so it will not only provide shareholders with confidence in its governance but also enhance its overall
reputation with all stakeholders. In recent years, however, FFs reputation for internal control has been damaged
somewhat by a qualified audit statement last year (over issues of compliance with financial standards) and an
unfortunate internal incident the year prior to that. This incident concerned an employee, Miss Osula, expressing
concern about the compliance of one of the companys products with an international standard on fire safety. She
raised the issue with her immediate manager but he said, according to Miss Osula, that it wasnt his job to report
her concerns to senior management. When she failed to obtain a response herself from senior management, she
decided to report the lack of compliance to the press. This significantly embarrassed the company and led to a
substantial deterioration in FFs reputation.
The specifics of the above case concerned a fabric produced by FF Co, which, in order to comply with an
international fire safety standard, was required to resist fire for ten minutes when in contact with a direct flame.
According to Miss Osula, who was a member of the quality control staff, FF was allowing material rated at only
five minutes' fire resistance to be sold labelled as ten-minute rated. In her statement to the press, Miss Osula
said that there was a culture of carelessness in FF and that this was only one example of the way the company
approached issues such as international fire safety standards.
Required
(a)
Describe how the internal control systems at FF Co differ from a sound system of internal control, such
as that set out in the Turnbull guidance, for example.
(10 marks)
(b)
Define reputation risk and evaluate the potential effects of FFs poor reputation on its financial situation.
(8 marks)
(c)
Explain, with reference to FF as appropriate, the ethical responsibilities of a professional accountant both
as an employee and as a professional.
(7 marks)
(Total = 25 marks)
Question 4
An illustration that Section B questions may cover topics from across the syllabus, even though there isnt the
emphasis that there is for Section A questions on linking those different areas. Again part (a) is an identify the
problems requirement, although here you arent expected to recommend improvements in detail. Part (b)
illustrates that you might be asked questions about a specific risk rather than be expected to cover the range of
key risks that an organisation faces.
Chapters 4, 6 and 11 of your Study Text between them deal with the issues you need to include.
179
END OF APPENDIX A
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What are the main topics covered in the Professional Accountant Paper P1 course?

What are the main topics covered in the Professional Accountant Paper P1 course?

What are the main capabilities one should have upon completing the Paper P1 exam?

What are the main capabilities one should have upon completing the Paper P1 exam?

Professional Accountant

The scope of corporate governance............................................................................................................... 9

End of Day 1 refer to Course Companion for

Internal control systems................................................................................................................................ 49

End of Day 2 refer to Course Companion for

Ethics and the public interest...................................................................................................................... 101

End of Day 3 refer to Course Companion for

Answers to Lecture Examples .................................................................................................................... 135

Step 2 Practice and Revision Phase

Step 3 Rehearsal phase

Introduction to Paper P1 Professional Accountant

Governance and responsibility

Links with other papers

Audit & Assurance

Assessment methods and format of the exam

The paper is divided in to two sections

This ONE question is compulsory and MUST be attempted

TWO optional questions from a choice of THREE are to be attempted

Governance and responsibility

A1 The scope of governance

A2 Agency relationships and theories

A3 The board of directors

A6 Different approaches to corporate governance

A7 Corporate governance and corporate social responsibility

A8 Governance reporting and disclosure

Internal control and review

B1 Management control systems in corporate governance

B2 Internal control, audit and compliance in corporate governance

B3 Internal control and reporting

B4 Management information in audit and internal control

Identifying and assessing risk

C1 Risk and risk management process

C3 Identification, assessment and measurement of risk

D1 Targeting and monitoring risk

D2 Methods of controlling and reducing risk

D3 Risk avoidance, retention and modelling

Professional ethics and values

Different approaches to ethics and social responsibility

Professions and the public interest

Professional practice and codes of ethics

Conflicts of interest and the consequences of unethical behaviour

Ethical characteristics of professionalism

Learning Phases - Classroom tuition and Home study

BPP Learn Online

The scope of corporate

Syllabus Guide Detailed Outcomes

Define and explain the meaning of corporate governance

Analyse the purposes and objectives of corporate governance

Define agency theory

1: THE SCOPE OF CORPORATE GOVERNANCE

1: THE SCOPE OF CORPORATE GOVERNANCE

Reliable Financial Reporting

CSR & Ethics

1: THE SCOPE OF CORPORATE GOVERNANCE