Ethics And Governance Assignment Sample

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ACCT20080 Ethics And Governance Assignment Sample

Executive Summary

In this report, the corporate governance of the Australian advertising firm oOh!media Limited was elaborated and various components, such as directors and remuneration reports were summarised. Different elements have been highlighted such as remuneration policy, principles, board structure, and many more. Certain theories had been applied in order to prepare the board orientation. These include Agency theory, Resource Dependency theory, and stakeholder theory. Also, a thorough discussion has been done on an organisation's way of disclosing information.

In the report, it was discussed that the board structure comprises two non-independent members and 6 independent members. Also, it was also discussed that the company should have a committee that decided the remuneration for shareholders. Also, stakeholders should be managed properly in order to remain sustainable. At last, it was highlighted the disclosing information would help in improving the transparency of the firm and it has many benefits for the firm.

Introduction

Corporate governance is all about enabling firms to minimise corporate risks, manage adversities, assuring compliance, and achieving their goals. In addition to this, good corporate governance incorporates certain rules to improve the relationship between the board, management, and the stakeholders. In this report, the corporate governance and board of directors, its remuneration policies, board orientations, and disclosure policies are discussed. The composition of the board members, director’s and remuneration reports and their elements are talked in the document. In the discussion, it was highlighted that the remuneration committee takes the major decision regarding the bonuses of the directors and they are required to attend the annual meetings for discussion. In addition to this, board orientation is prepared and various theories, such as Agency Theory, Resource Dependency theory, and stakeholder theory is elaborated. At last, the significance of disclosing the information is highlighted. It is highlighted that disclosing information is beneficial for firms.

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Company’s Overview

oOh! Media Limited (OML) is one of the outdoor advertising and media organisations in Australia which is headquartered in Sydney, Australia. It was founded in the year 1989 by Brendon Cook and was earlier named as Outdoor Network Australia. The sector in which the company deals is Consumer Discretionary and is one of the biggest out of home advertising operators in the whole of Australia. The company has the largest stake in Junkee Media. Talking about the financial figures of the company, in the year 2017, the net revenue of the company was AU$380 million with a net income of AU$33 million. The present CEO of the company is Brendon Cook. In the year 2002, the company was listed on the Australian Stock Exchange (ASX) and in the year 2008, it was rebranded as oOh!media Limited. This happened after the company acquired Media Puzzle, another media firm based in Melbourne. In the same year, OML went on to buying another media firm, namely Sports & Outdoor Media firm in AU$40 million. Later on, in the year 2012, OML, under its parent firm Outdoor Media Operation Pty Ltd., got privatised by WWP and Champ Private Equity. After this privatisation, the company carried out an acquisition deal of AU$113 million for buying EYE Corp. In the year 2014, the OML raised AU$ 168.8 million for its major stakeholders, namely Champ and WPP with a share percentage of 75.5% and 20.3%, respectively (Annual Report, OML, 2017). The organisation again made an acquisition by purchasing 85% stakes for just $11 million in Junkee Media. Last year i.e., in 2018, the company made an attempt to merge with its biggest rival firm APN Outdoor. However, the deal could not happen due to certain concerns raised by the Australian Competition and Consumer Commission (ACCC).

Corporate Governance at OML

Composition of Board

Before moving on to the composition of the board, it is important to understand the meaning of independent and non-independent board members. The former term is used for board members who do not have any material interest in the firm. They ensure that members are not affected by interest in the business. On the other hand, non-independent members are those who take care of the operations of the company (Annual Report, OML, 2017).

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At present, OML has a well-structured board of directors that comprises both independent and non-independent directors. There are seven members on the board out of which there are 2 executive directors and the rest 6 are independent board members.

Summarising the Director’s and CEO’s Report

The Directors' report was made and published as per the guidelines are given in the Corporation Act 2001 and it talks about corporate structure, principal activities, a review of operations and financial records, future developments and expectations, and risk management of OML is done (Annual Report, OML, 2017).

Being listed in ASX, OML is limited by shares that are domiciled and incorporated in Australia (OML Annual Report, 2017).Talking about its principle activities, OML primarily deals in advertising and provided brands a diverse and large overseas location-based portfolios. The basic portfolio offered by the company provides large digital roadside screens, online sites for Australia-based audiences, and digital signs for a different locations. The consolidated profit for the financial year 2017 was recorded to be $33206089 and was published in the annual report. The likely future development in the year 2018 is not listed in the annual report as it may result in prejudice to the group (Annual Report, OML, 2017). At last, comes the risk management system of the company. The firm takes proactive measures to avoid any risk associated with the operations. There are certain risks highlighted by the directors, such as contractual risk, project risks, compliance risks, and financial risks. The board of OML has designed a risk management mechanism that ensures that no risks affect the organisational goals and objectives. For that purpose, regular review by the board of compliance and performance is done. Also, an organisation has an audit, compliance, and risk committee that takes care of the risks (Annual Report, OML, 2017).

Talking about the environmental & WHS regulation, the Directors understand the significance of the environmental, work & health safety issues. Hence, OML complies with the rules and regulation set by the government. There is a proper record maintained related to the director's meeting held during the year. The remuneration & nomination committee along with the board take care of the skills, diversity, and experience associated with the Board of Directors (Annual Report, OML, 2017).

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Summary of Remuneration Report

The Remuneration Report of 2017 was presented by the directors under section 308 (3C) of the Corporation Act 2001. The remuneration report was developed as per non-IFR (International Financial Reporting) standards. It is mentioned that the framework for remuneration is structured to make sure that it is competitive from the market's viewpoint and inspires the Senior Executives. The key management personnel (KMP) comprises two executive directors and six non-executive directors who take care of the business strategy planning and controlling along with directing (Annual Report, OML, 2017). The remuneration philosophy of OML emphasises on board's way for the remuneration of executive and non-executive directors, organisation’s performance, and outcomes of remunerations. The basic remuneration strategy is to focus on attracting and retaining the experienced and best talents for long-term growth. There is a provision of competitive FAR (Fixed Annual Remuneration) along with short-term benefits and incentives and certain long-term benefits and perks. The board of directors is responsible for setting up all remuneration principles, strategies, and business plans to ensure long-term benefits (Barontini, et.al, 2017). The component of remunerations is performance measures, Fixed Annual Remuneration (FAR), strategy and performance linkages, short-term incentives (STI), and long-term incentives (LTI). At last, the remuneration report talks about remuneration governance. For that purpose, OML has Remuneration & Nomination Committee and External advisers (Annual Report, OML, 2017).

Board Orientation

Being a part of the consumer discretionary sector, the board of OML is dutiful towards maintaining the corporate governance and is focused on leveraging the performance and provide maximum profits to the shareholders’ value and returns on investment. In addition to this, the board sustaining. The process through which the board of directors interacts and related to the business' stakeholders is termed as ‘board orientation’ and is crucial for trust-building within an organization. In addition to this, this will help in determining the availability of resources, legal responsibilities, and pieces of advice from the external agencies regarding planning and financial aspects (Deegan, 2012). Most importantly, it facilitates the communication between the board and the shareholders of the company. Prior to forming the board orientation, it is important to determine the organisational mission, goals, and values as these would have an impact on social responsibility. The board orientation helps the company to keep its focus on aspects, such as shareholders, stakeholders, and resource flow. These are important from a sustainability point of view.  

Being an advertising firm, OML’s board is concerned about and oriented towards the three aforesaid elements. It is important to understand that to focus on each element, there are different theories to be considered. For instance, putting a focus on shareholders would require an understanding of stewardship theory and agency theory. The board should understand that shareholders are the rightful owners of the firm. In the case of OML, WPP and Champ Private Equity are two major shareholders of the firm and board and executives should understand that they are the agents of the company. Hence, Agency theory states that the board of OML should develop a mechanism that encourages the self-interest of agents as well as owners’ interest. The board can make remuneration policies for the shareholders that would provide incentives or bonuses to them based on the increment in the share prices. On contrary to this, the stewardship theory can also be applied if the board gives more importance to the company rather than shareholder's demands and personal interests. However, it all depends on the situation of the firm. OML is more inclined towards fulfilling the demands of shareholders and through its remuneration policy, it provides bonuses to them (Mousa& Hassan, 2015).

Talking about giving importance to the stakeholders, the board should understand that the relationship between the firm and the stakeholders is vital for the existence of the firm. These stakeholders can be both internal and external. There are many ethical challenges and issues in this relationship. The board has to first identify the stakeholders of the firm and their needs. In the case of OML, these can be employees, customers, investors, government, clients, trade associations, special-interest groups, and viewers or audience. Ferrell, et.al (2015) mentions that stakeholders have particular standards and values that determined moral or immoral business behaviour. The company should address the issues with the stakeholders in order to sustain in the market for a longer time. As OML has the corporate social policy, it is required to fulfill the needs of all the aforementioned stakeholders. This is supported by the Stakeholder theory (ethical branch) (Freeman, et.al, 2004).

The next aspect to be focused on is resource flow within an organisation. It is important

A summary of the above-done discussion is given in the table below for a better understanding of board orientations. As the organisation always faces issues related to the availability of resources for carrying out its basic operations. OML's board of directors is solely responsible for making a decision-related to resource allocations (Sapra, et.al, 2014). The boards can open doors for those suppliers that can provide the necessary resources to carry out operations and sustain the business. This can be best understood by applying the resource dependency theory. It states that an organisation should engage with other actors and suppliers in order to acquire the necessary resources. As the scarcity of resources increases, the dependency also increases. As a consequence of resource shortage and skill scarcity, OML attempted to form a merger with its one of the biggest rivals APN Outdoor. However, the deal could not happen due to certain concerns raised by the Australian Competition and Consumer Commission (ACCC).

Orientation

Board Composition

Board Focus

Key Communications

Shareholders- Agency

Both executive and non-executive directors of the company

Increasing the shareholders’ value, providing incentives and perks as remuneration

Remuneration report, financial statement, balance sheet.

Stakeholders- Ethical Branch

Executive directors, CEO, and stakeholder representative,

Managing each and every stakeholder of the company and improving ethics.

Disclosures as the CSR report and published on the website.

Resource Flow

CEO, CFO, and Both executive and non-executive directors of the company

Management of resource flow, fund management, resource allocation, etc.

Resource management plan via presentation and notices

Interpretation of OML’s Communication using Legitimacy Theory

According to Deegan (2002), investors of the firm prefer those organisations that maintain transparency throughout its operations. Business experts believe that transparency pays as companies with high transparency are highly trusted by investors and have better goodwill in the market (Borlea, et.al, 2017). This can be better understood by using “Legitimacy Theory.” It explains the behavior of an organisation in developing and implementing a procedure or system that socially and environmentally discloses information and enables the company to achieve its goals. Deegan (2002) argues that the board of directors of a company should encourage providing information to shareholders as part of disclosing principles. The disclosed information would help the investors to make sound information regarding the investment. The Board of directors should take steps to determine what companies are considered ‘legitimate’ and take necessary steps to improve the legitimacy of the firm. OML’s board has taken many measures in that direction (Tilling & Tilt, 2010).

OML has a disclosure committee that was appointed by the Board of Directors which is responsible for disclosing relevant information related to fir. The committee works under disclosure obligations. In addition to this, OML has adopted a "Continuous Disclosure Policy" on November 28, 2014. This led to the establishment of a framework that obligates the company to comply with the rules and legislation. The Disclosure Committee consists of key management professionals, such as the CEO, CFO, General Secretary, and General Manager (oOh!media Limited, 2017).The main motive of constituting the committee is to maintain transparency in the operations and procedures, such as remuneration (Sapra, et.al, 2014). It carries out scrutiny and reviews all the information and documents prior to releasing it in the public domain. In addition to this, this committee analyses day-to-day issues related to information disclosure. Moreover, the committee is responsible for coordinating disclosure operations, compliance, and ensuring that the Disclosure policy is well-comprehended by employees working at OML. The Disclosure Committee ensures that information reaches the shareholders through a process of lodging information related to an organisation's finances with ASX and also makes the reports available on the website.

There are many modes through which oOh!media communicates important to stakeholders on regular basis:

  • Notices:oOh!media send emails with the notices attached to them about the meetings, important information, and explanatory materials.
  • Annual General Meeting:oOh!media encourages every member for full participation at the meetings that take place annually. In addition to this, the minutes of meetings are submitted with the ASX.
  • ASX Announcement:The quarterly or annual financial outcomes and results are released by ASX.
  • Media Releases:the disclosure committeereleases information on the company’s website.
  • Communication:OML has started an investor relations program that ensures two-way communication with fund providers and investors. It incorporates online mail inquiry service and telephone assistance to resolve the queries of shareholders.
  • Presentations: the committee makes sure that copies of all the presentations given to investors and for media briefing are made available on the website of the company.

Conclusion

In the following report, the corporate governance of the oOh!Media Limited has been discussed wherein the composition of the board members was discussed. Along with it, the directors and remuneration reports and their elements were summarized in brief. It was highlighted that the remuneration committee takes the major decision regarding the bonuses of the directors. In addition to this, board orientation was discussed and various theories were discussed, such as Agency Theory, Resource Dependency theory, and stakeholder theory. At last, the significance of legitimacy was explained for OML and the methods of voluntary disclosure were discussed.

Reference

Annual Report, OML. (2017). Retrieved 4 October 2019, from http://www.annualreports.com/HostedData/AnnualReportArchive/o/ASX_OML_2017.pdf

Barontini, R., Bozzi, S., & Ferrarini, G. (2017). Executive remuneration standards and the “conformity gap” at controlled corporations.  Journal of Management & Governance,  21(3), 573-597.

Borlea, S. N., Achim, M. V., & Mare, C. (2017). Board characteristics and firm performances in emerging economies. Lessons from Romania.  Economic research-Ekonomska istraživanja,  30(1), 55-75.

Deegan, C. (2002). Introduction: The legitimising effect of social and environmental disclosures - a theoretical foundation. Accounting, Auditing & Accountability Journal, 15(3), 282-311.

Deegan, C. (2012).  Australian financial accounting. McGraw-Hill Education Australia.

Ferrell, O. C., Fraedrich, J., & Ferrell, L. (2015). Chapter 2: Stakeholder relationships, social responsibility, and corporate governance. In Business Ethics (10th ed., pp. 28-58). Stamford, CT: Cengage Learning.

Freeman, R. E., Wicks, A. C., & Parmar, B. (2004). Stakeholder theory and “the corporate objective revisited”.  Organization science,  15(3), 364-369.

Mousa, G., & Hassan, N. T. (2015). Legitimacy theory and environmental practices: Short notes.  International Journal of Business and Statistical Analysis,  2(01).

oOh!media Limited. (2017). oOh! Media - Investor Centre. Retrieved 4 October 2019, from https://investors.oohmedia.com.au/investor-centre/?page=governance

Sapra, H., Subramanian, A., & Subramanian, K. V. (2014). Corporate governance and innovation: Theory and evidence.  Journal of Financial and Quantitative Analysis,  49(4), 957-1003.

Tilling, M. V., & Tilt, C. A. (2010). The edge of legitimacy: Voluntary social and environmental reporting in Rothman’s 1956–1999 annual reports.  Accounting, Auditing, and Accountability Journal, 23(1), 55–81.

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