Part 1 (15% – 1,200 words)

Assessment Criteria: Demonstration of knowledge of the issues and evidence of wide reading to support your analysis Demonstration of your ability to apply the knowledge to identify keys issues leading to your recommendations Evidence of sound reasoning and the exercise of professional judgement to support your recommendations Development and statement of concise recommendations for presentation to the Chairman and shareholders Overall structure and professional presentation of the report to the Chairman and shareholders High quality written communication of concepts and terms in ordinary English as not all shareholders can be assumed to be professionally competent in corporate governance

Case Study 1

‘Directors warn the buck stops with chief executives in the latest salvo in the business culture wars between government, regulators and boards.

Australian Securities Commission chairman Greg Medcraft last week said that accusations he wants to change the law to hold directors criminally liable for wayward culture are a misunderstanding and he is not pushing for changes “at this stage”.

Tensions between directors and ASIC have escalated following the regulator’s cases against Westpac Banking Corp and ANZ Banking Group and Labor’s call’s for a royal commission into the banking sector which have given rise to accusations the regulator is seeking to become the culture police.

Directors including Qantas Airways’ Jacqueline Hey, Australia Post chairman John Stanhope and founder and director of IBIS World Phil Ruthven told an Australian Institute of Company Directors lunch on Wednesday that while boards can “set the right tone”, the buck stops with the CEO.

“CEOs set culture not boards,” Mr Ruthven said.

Patrick Durkin ‘Directors of boards warn that buck stops with CEOs’ The Australian Financial Review Thursday 14 April 2016, p.8

Required

Assume you have been engaged as a corporate governance consultant to a board of directors of a public company listed on the stock exchange. Your assignment is to prepare a report to be submitted to the Chairman of the board explaining and analysing how the company should define anddelineate the separate roles, duties and responsibilitiesof thecompany’sboardofdirectors fromthoseoftheCEO. Yourreport should contain specific recommendations on the separate roles of directors and the CEO. The Chairman has specifically indicated that she intends to make your report available to shareholders of the company and that the document will be published on the company’s web site.