審計(jì)學(xué)英文教學(xué)課件：Chapter 4 Corporate governance

1、Chapter 4Corporate governance1Lecturer 陳丹2案例經(jīng)營業(yè)績不影響高管薪酬寶鋼股份，是知名央企寶鋼集團(tuán)旗下的一家A股上市公司，該公司在2013年實(shí)現(xiàn)凈利潤58.18億元，較2012年的103.86億元同比下滑43.98%。然而包括公司代理董事長戴志浩、副總經(jīng)理李永祥等8位高管的2013年薪酬卻仍然達(dá)到100萬元以上。對(duì)一家業(yè)績連續(xù)出現(xiàn)虧損，身處退市邊緣的上市公司來說，其高管的年薪應(yīng)該是多少錢呢？*ST新材給出的答案是77.59萬元！繼2012年曝出10.39億元的虧損之后，*ST新材2013年再度出現(xiàn)11.06億元的虧損，如果2014年的業(yè)績繼續(xù)虧損，*ST

2、新材將會(huì)被交易所施以暫停上市處理。然而，就是這樣一家基本面極其糟糕的上市公司，其董事王建軍、黃繼卻在2013年分別領(lǐng)取了高達(dá)77.59萬元和71.06萬元的年薪。4Topic listSeparation of ownership from mgt- information asymmetry AGM occurs once a year and often attendance is low, which is the only opportunity for shareholders to raise concerns.Shareholders need to ensure that th

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

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

5、dvantaged.Ensure that talented individuals are rewarded at appropriate levels for their effort and skills.7Objectives of corporate governance One-tier or two-tier board?Internal auditor? 8Structure of corporate governance 董事會(huì)模式的分類單層制董事會(huì)，單層制的董事會(huì)由執(zhí)行董事和獨(dú)立董事組成混合的董事會(huì)模式，這種董事會(huì)模式是股東導(dǎo)向型的，也稱為盎格魯撒克遜治理模式。 雙層制董事

6、會(huì)，由一個(gè)地位較高的董事會(huì)（監(jiān)事會(huì)）監(jiān)管一個(gè)代表相關(guān)利益者的執(zhí)行董事會(huì)。這種董事會(huì)模式是社會(huì)導(dǎo)向型的，也稱為歐洲大陸模式。它建立在“共同決定”原則基礎(chǔ)之上，并以監(jiān)督職能為中心構(gòu)建董事會(huì)。二元制模式，或者說日本模式，特指在日本公司的治理結(jié)構(gòu)。該模式是內(nèi)部人主導(dǎo)的董事會(huì)模式。股 東 大 會(huì)董 事 會(huì)經(jīng) 理 層審計(jì)委員會(huì)執(zhí)行委員會(huì)薪酬委員會(huì)提名委員會(huì)圖1 單層董事會(huì)模式(美國英國) 公司治理結(jié)構(gòu) 單層董事會(huì)模式(美國英國) 在美國和英國，證券市場在資源配置上起著極為重要的作用。特點(diǎn):(1)股權(quán)高度分散，導(dǎo)致“弱股東，強(qiáng)管理層”；(2)“一元制”治理結(jié)構(gòu)，不設(shè)監(jiān)事會(huì)；(3)董事會(huì)主要由外部董事?lián)?；?/p>

7、票期權(quán)為主要激勵(lì)方式；(4)外部控制權(quán)市場體系,兼并對(duì)管理層的約束。工 會(huì)股東大會(huì)監(jiān)事董事會(huì)管理董事會(huì)提名委員會(huì)審計(jì)委員會(huì)薪酬委員會(huì)預(yù)算委員會(huì)圖2 雙層董事會(huì)模式(法德模式) 公司治理結(jié)構(gòu) 雙層董事會(huì)模式(法德模式) 在以德國、法國為代表的歐洲大陸國家和亞洲的日本，銀行業(yè)控制了企業(yè)部門的資源配置。公司的股權(quán)主要由機(jī)構(gòu)股東包括銀行和非銀行的金融中介機(jī)構(gòu)集中持有,這些機(jī)構(gòu)投資者之間又進(jìn)行復(fù)雜的交叉持股;同時(shí),主銀行既擁有公司的大量股權(quán),還持有公司的大量債權(quán)。因此,這種銀行主導(dǎo)型治理模式更強(qiáng)調(diào)大股東和大債權(quán)人的監(jiān)管作用。融資是“股權(quán)+債權(quán)”。 特點(diǎn):(1)股權(quán)相對(duì)集中且流動(dòng)性低，銀行有較大的公司治理

8、權(quán)；(2)法人持股和法人交叉持股;(3)“兩會(huì)制”式的“二元制”治理結(jié)構(gòu);監(jiān)事會(huì)任命董事會(huì)，并向監(jiān)事會(huì)報(bào)告工作；大股東在監(jiān)事會(huì)占重要席位；(4)外部市場衰落，主要依靠內(nèi)部約束機(jī)制;(5)高層管理人員收入不與股價(jià)掛鉤:股份不能轉(zhuǎn)讓，很少有期權(quán)激勵(lì)。股 東 大 會(huì)提名委員會(huì)審計(jì)委員會(huì)薪酬委員會(huì)預(yù)算委員會(huì)監(jiān) 事 會(huì)董 事 會(huì)圖3： 二元單層董事會(huì)模式(日本中國) 公司治理結(jié)構(gòu)OECDUK Corporate Governance Code15Rules & Guidance of corporate governance Code of best practice-OECDObjective-ens

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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