The Committee of Sponsoring Organisations （COSO) of the Treadway Commission is an American

Section B – TWO questions ONLY to be attempted

Five years ago, George Woof was appointed chief executive offi cer (CEO) of Tomato Bank, one of the largest global banks. Mr Woof had a successful track record in senior management in America and his appointment was considered very fortunate for the company. Analysts rated him as one of the world’s best bankers and the other directors of Tomato Bank looked forward to his appointment and a signifi cant strengthening of the business.

One of the factors needed to secure Mr Woof’s services was his reward package. Prior to his acceptance of the position, Tomato Bank’s remuneration committee (comprised entirely of non-executives) received a letter from Mr Woof saying that because his track record was so strong, they could be assured of many years of sustained growth under his leadership. In discussions concerning his pension, however, he asked for a generous non-performance related pension settlement to be written into his contract so that it would be payable whenever he decided to leave the company (subject to a minimum term of two years) and regardless of his performance as CEO. Such was the euphoria about his appointment that his request was approved. Furthermore in the hasty manner in which Mr Woof’s reward package was agreed, the split of his package between basic and performance-related components was not carefully scrutinised. Everybody on the remuneration committee was so certain that he would bring success to Tomato Bank that the individual details of his reward package were not considered important.

In addition, the remuneration committee received several letters from Tomato Bank’s fi nance director, John Temba, saying, in direct terms, that they should offer Mr Woof ‘whatever he wants’ to ensure that he joins the company and that the balance of benefi ts was not important as long as he joined. Two of the non-executive directors on the remuneration committee were former colleagues of Mr Woof and told the fi nance director they would take his advice and make sure they put a package together that would ensure Mr Woof joined the company.

Once in post, Mr Woof led an excessively aggressive strategy that involved high growth in the loan and mortgage books fi nanced from a range of sources, some of which proved unreliable. In the fi fth year of his appointment, the failure of some of the sources of funds upon which the growth of the bank was based led to severe fi nancing diffi culties at Tomato Bank. Shareholders voted to replace George Woof as CEO. They said he had been reckless in exposing the company to so much risk in growing the loan book without adequately covering it with reliable sources of funds.

When he left, the press reported that despite his failure in the job, he would be leaving with what the newspapers referred to as an ‘obscenely large’ pension. Some shareholders were angry and said that Mr Woof was being ‘rewarded for failure’. When Mr Woof was asked if he might voluntarily forego some of his pension in recognition of his failure in the job, he refused, saying that he was contractually entitled to it and so would be keeping it all.

Required:

(a) Criticise the performance of Tomato Bank’s remuneration committee in agreeing Mr Woof’s reward package. (10 marks)

(b) Describe the components of an appropriately designed executive reward package and explain why a more balanced package of benefi ts should have been used to reward Mr Woof. (10 marks)

(c) Construct an ethical case for Mr Woof to voluntarily accept a reduction in his pension value in recognition of his failure as chief executive of Tomato Bank. (5 marks)

hat his first task was to examine the risks that faced the company. He concluded that the company faced three major risks, which he assessed by examining the impact that would occur if the risk were to materialise. He assessed Risk 1 as being of low potential impact as even if it materialised it would have little effect on the company’s strategy. Risk 2 was assessed as being of medium potential impact whilst a third risk, Risk 3, was assessed as being of very high potential impact.

When John realised the potential impact of Risk 3 materialising, he issued urgent advice to the board to withdraw from the activity that gave rise to Risk 3 being incurred. In the advice he said that the impact of Risk 3 was potentially enormous and it would be irresponsible for H&Z to continue to bear that risk.

The company commercial director, Jane Xylene, said that John Pentanol and his job at H&Z were unnecessary and that risk management was ‘very expensive for the benefits achieved’. She said that all risk managers do is to tell people what can’t be done and that they are pessimists by nature. She said she wanted to see entrepreneurial risk takers in H&Z and not risk managers who, she believed, tended to discourage enterprise.

John replied that it was his job to eliminate all of the highest risks at H&Z Company. He said that all risk was bad and needed to be eliminated if possible. If it couldn’t be eliminated, he said that it should be minimised.

(a) The risk manager has an important role to play in an organisation’s risk management.

Required:

(i) Describe the roles of a risk manager. (4 marks)

(ii) Assess John Pentanol’s understanding of his role. (4 marks)

(b) With reference to a risk assessment framework as appropriate, criticise John’s advice that H&Z should

withdraw from the activity that incurs Risk 3. (6 marks)

(c) Jane Xylene expressed a particular view about the value of risk management in H&Z Company. She also said that she wanted to see ‘entrepreneurial risk takers’.

Required:

(i) Define ‘entrepreneurial risk’ and explain why it is important to accept entrepreneurial risk in business

organisations; (4 marks)

(ii) Critically evaluate Jane Xylene’s view of risk management. (7 marks)

nd was being managed by a firm of insolvency practitioners). A group of shareholders expressed the belief that it was the chairman, Miss Heike Hoiku, who was primarily to blame. Although the company’s management had made a number of strategic errors that brought about the company failure, the shareholders blamed the chairman for failing to hold senior management to account. In particular, they were angry that Miss Hoiku had not challenged chief executive Rupert Smith who was regarded by some as arrogant and domineering. Some said that Miss Hoiku was scared of Mr Smith.

Some shareholders wrote a letter to Miss Hoiku last year demanding that she hold Mr Smith to account for a number of previous strategic errors. They also asked her to explain why she had not warned of the strategic problems in her chairman’s statement in the annual report earlier in the year. In particular, they asked if she could remove Mr Smith from office for incompetence. Miss Hoiku replied saying that whilst she understood their concerns, it was difficult to remove a serving chief executive from office.

Some of the shareholders believed that Mr Smith may have performed better in his role had his reward package been better designed in the first place. There was previously a remuneration committee at TQ but when two of its four non-executive members left the company, they were not replaced and so the committee effectively collapsed.

Mr Smith was then able to propose his own remuneration package and Miss Hoiku did not feel able to refuse him.

He massively increased the proportion of the package that was basic salary and also awarded himself a new and much more expensive company car. Some shareholders regarded the car as ‘excessively’ expensive. In addition, suspecting that the company’s performance might deteriorate this year, he exercised all of his share options last year and immediately sold all of his shares in TQ Company.

It was noted that Mr Smith spent long periods of time travelling away on company business whilst less experienced directors struggled with implementing strategy at the company headquarters. This meant that operational procedures were often uncoordinated and this was one of the causes of the eventual strategic failure.

(a) Miss Hoiku stated that it was difficult to remove a serving chief executive from office.

Required:

(i) Explain the ways in which a company director can leave the service of a board. (4 marks)

(ii) Discuss Miss Hoiku’s statement that it is difficult to remove a serving chief executive from a board.

(4 marks)

(b) Assess, in the context of the case, the importance of the chairman’s statement to shareholders in TQ

Company’s annual report. (5 marks)

(c) Criticise the structure of the reward package that Mr Smith awarded himself. (4 marks)

(d) Criticise Miss Hoiku’s performance as chairman of TQ Company. (8 marks)

ms in many locations throughout the world. It is regarded as one of the world’s major international banks. Through its network of investment offices throughout the world, fund managers trade in local investment markets and equities. Futures and derivative traders also operate. Its primary listing is in London although it is also listed in most of the other global stock markets including New York, Hong Kong, Frankfurt and Singapore. As with similar banks in its position, Global-bank’s structure is complicated and the complexity of its operations makes the strategic management of the company a demanding and highly technical process. Up until the autumn of 2008, investors had a high degree of confidence in the Global-bank board as it had delivered healthy profits for many years.

In the autumn of 2008, it came to light that Jack Mineta, a Global-bank derivatives trader in the large city office in Philos, had made a very large loss dealing in derivatives over a three-month period. It emerged that the losses arose from Mr Mineta’s practice of ignoring the company trading rules which placed limits on, and also restricted, the type of financial instruments and derivatives that could be traded.

The loss, estimated to be approximately US$7 billion, was described by one analyst as ‘a huge amount of money and enough to threaten the survival of the whole company’. As soon as the loss was uncovered, Mr Mineta was suspended from his job and the police were called in to check for evidence of fraud. The newspapers quickly reported the story, referring to Mr Mineta as a ‘rogue trader’ and asking how so much money could be lost without the bank’s senior management being aware of it. It turned out that Mr Mineta’s line manager at the Philos office had ignored the trading rules in the past in pursuit of higher profits through more risky transactions. Mr Mineta had considerably exceeded his trading limit and this had resulted in the huge loss. It later emerged that Mr Mineta had been dealing in unauthorised products which were one of the riskiest forms of derivatives.

At a press conference after Mr Mineta’s arrest, Global-bank’s chief executive, Mrs Barbara Keefer, said that her first priority would be to ask the Philos office why the normal internal controls had not been effective in monitoring Mr Mineta’s activities. It emerged that Mr Mineta had in the past been one of Global-bank’s most profitable derivatives traders. Some journalists suggested to Mrs Keefer that the company was happy to ignore normal trading rules when Mr Mineta was making profits because it suited them to do so.

Another derivatives trader in the Philos office, Emma Hubu, spoke to the media informally. She said that Mr Mineta was brilliant and highly motivated but that he often said that he didn’t care about the trading rules. Miss Hubu explained that Mr Mineta didn’t believe in right and wrong and once told her that ‘I’m in this job for what I can get for myself – big risks bring big returns and big bonuses for me.’ She also explained that the culture of the Philos office was driven by Mr Mineta’s line manager, Juan Evora. She said that Mr Evora knew that Mr Mineta was breaking trading rules but was also very profits driven and kept compliance information from head office so that the nature of Mr Mineta’s trading was not uncovered. The compliance information was required by head office but several failures to return the information had not been acted upon by head office. Mr Evora’s bonus was directly linked to the size of the Philos office’s profits and all of the derivatives traders, including Mr Mineta, were regularly reminded about the importance of taking risks to make big returns. Miss Hubu said that trading rules were not enforced and that head office never got involved in what went on in Philos as long as the annual profits from the Philos derivative traders

were at or above expectations.

It emerged that the lack of correct information from Philos and elsewhere meant that Global-bank’s annual report statement of internal control effectiveness was not accurate and gave an unduly favourable impression of thecompany’s internal controls. In addition, the company’s audit committee had been recently criticised by the external auditors for a lack of thoroughness. Also, the audit committee had recently lost two non-executive members that had not been replaced.

The amount lost by Mr Mineta made it necessary to refinance the Global-bank business and when the board

recommended a US$5 billion rights issue, some of the institutional investors demanded an extraordinary general meeting (EGM). Global-bank’s largest single shareholder, the Shalala Pension Fund, that held 12% of the shares, was furious about the losses and wanted an explanation from Mrs Keefer on why internal controls were so ineffective.

When the Shalala trustees met after the losses had been reported, it was decided to write an urgent letter to

Mrs Keefer expressing the trustees’ disappointment at her role in the internal control failures at Global-bank. The letter would be signed by Millau Haber, the chairman of the Shalala trustees.

At the EGM, Mrs Keefer made a statement on behalf of the Global-bank board. In it she said that Mineta had been a rogue trader who had wilfully disregarded the company’s internal controls and was, in breaking the company’s trading rules, criminally responsible for the theft of company assets. She denied that the main Global-bank board had any responsibility for the loss and said that it was a ‘genuinely unforeseeable’ situation.

(a) Kohlberg’s theory of the development of moral reasoning contains three levels, with each level containing two stages or ‘planes’. It is a useful framework for understanding the ways in which people think about ethical issues.

Required:

(i) Explain the three levels of Kohlberg’s theory. (6 marks)

(ii) Identify the level that Mr Mineta operated at and justify your choice using evidence from the case.(4 marks)

(iii) Identify, with reasons, the stage (or ‘plane’) of Kohlberg’s moral development most appropriate for a

professional bank employee such as Mr Mineta as he undertakes his trading duties. (2 marks)

(b) Explain FIVE typical causes of internal control failure and assess the internal control performance of

Global-bank in the case scenario. (10 marks)

(c) Analyse the agency relationship that exists between the board of Global-bank and the trustees of the Shalala Pension Fund. (4 marks)

(d) Distinguish between narrow and wide stakeholders and identify three narrow stakeholders in Global-bank

(based on Evan & Freeman’s definition) from information in the case. Assess the potential impact of the

events described on each narrow stakeholder identified. (10 marks)

(e) You have been asked to draft a letter from Millau Haber, chairman of the Shalala trustees, to Mrs Keefer as a result of concerns over the events described in the case. The letter should explain the roles and

responsibilities of the chief executive in internal control, and criticise Mrs Keefer’s performance in that role.

(10 marks)

Professional marks are available in part (e) for the structure, content, style. and layout of the letter.

(4 marks)

both liquid and gaseous states. They need to be safely stored on site after processing until they are shipped out to customers either by road or rail.

Analysis of recently published data, detailing the frequency and impact of earthquakes around the world, suggest that the likelihood of a strong earthquake occurring in the area where WSK has its only manufacturing and chemical storage facility is high. This very serious claim was made by the operations director at a recent board meeting following consultation with the senior scientific team. It has always been recognised that the WSK factory was situated in an area where earthquakes could occur, but the area had not experienced any major tremors for several years.

The possibility of an earthquake which could destroy the WSK factory and then cause a major environmental incident was of grave concern to the board, who decided that it needed to be fully evaluated and then effectively managed. The board asked the scientific team to calculate the probability of a toxic chemical emission being caused by an earthquake together with the consequential effects on the local environment and population, many of whom depended on WSK for employment and commercial activity. However, the scientific team were unable to provide any objective analysis to support their initial claim, they merely offered their best guess of what they perceived the risk to be.

The board concluded that this was inadequate, so they tasked the internal audit team to conduct an environmental audit, and to determine WSK’s environmental footprint.

Required:

(a) Evaluate the difficulties of risk perception, and describe the problems with the perception of risk shown by the scientific team at WSK. (8 marks)

(b) Explain the stages and benefits to WSK of conducting an environmental audit, and assess the importance of then reporting good quality information to the board. (10 marks)

(c) Explain the term environmental footprint, and assess how the activities of WSK contribute to its footprint. (7 marks)

ompany and he heads up the business advisory division. Angus qualified 15 years ago and has worked for his current employer for nearly eight years, where he is viewed by his colleagues as a knowledgeable and experienced professional. His reputation for always offering good quality advice to clients, together with his work ethic and loyalty, earned him promotion to the board last year.

In recent discussions with Peter Wise, the managing director, it was agreed that as part of his continuous professional development (CPD) as a director, Angus should attend an overseas conference on tackling internet fraud, a line of business activity the company was keen to develop.

After the opening session, which gave delegates details of the content of the three-day conference, Angus realised that he already knew everything which was going to be covered from his private studies. So he decided instead to spend his time more productively at a local library reading up on issues which would directly help him with a forthcoming major assignment. He phoned Peter before leaving the conference explaining what he planned to do, but Peter said that he would still like him to attend the conference as he was bound to pick up new areas of useful and relevant knowledge. However, Angus still decided to leave after the morning coffee break.

He was observed leaving by one of the conference organisers, despite remaining signed in for the whole all day. At the start of Day 2, Angus returned to sign the attendance register again, but then immediately proceeded to leave the conference building. He was approached by the conference organiser who advised Angus that he really ought to report his absence. Angus explained to the conference organiser that he already knew much of the content of the conference, and so felt that it would be waste of his time if he stayed. Instead, he explained, he planned to spend the time more productively researching subject matter which better suited both his personal development and his company’s needs. On reflection, the conference organiser decided to report Angus’s absence.

Required:

(a) Evaluate the benefits of CPD to Angus Fortune, and describe the features of effective CPD. (10 marks)

(b) With reference to Kohlberg’s theory of human moral development, describe conventional level reasoning and discuss how Kohlberg’s conventional level arguments could be used to justify the conference organiser’s decision to report his absence. (8 marks)

(c) Evaluate Angus’s actions at the conference against the fundamental ethical principles which should have guided his behaviour as a professional accountant. (7 marks)

Section B – TWO questions ONLY to be attempted

Arthur Jellicoe has been the chief executive officer (CEO) of Scapa Holdings, a listed company, for over 15 years, during which time the company has been very successful in capturing market share and achieving levels of profitability well in excess of it direct competition. Much of this success has been credited specifically to the way Arthur has managed the company. So when he advised the board at its last meeting that he plans to retire at the end of the year, there was real concern about appointing his successor. Scapa Holdings is particularly aware that any uncertainty which may arise during the CEO transitional period could result in a fall in share price, which they clearly wish to avoid.

The remuneration policy at Scapa Holdings includes a provision for awarding significant share options to executive directors when the company attains high levels of performance. For many years the targets set by the remuneration committee have been exceeded, so Arthur has accumulated a large number of share options which he can exercise any time over the next year. As part of his retirement planning, Arthur has consulted with an independent financial adviser who has recommended that he exercises his share options before he retires because they will deliver a tax efficient capital gain which he can then invest for his future. Clearly it will be in Arthur’s best interest to choose an exercise date when the share price is trading at its highest. So when a new contract opportunity was tabled by the sales director, which would clearly increase the company’s share price this year, Arthur was an enthusiastic supporter. Unfortunately, the finance director advised the board that its bank loan contained a restrictive covenant requiring the company to maintain interest cover of four times its pre-tax profit. Although Scapa Holdings has always been able meet this loan condition, the finance director is concerned that the further investment in the working capital needed for the proposed new contract presented a significant risk of breaching the loan covenant.

To address this issue the CEO suggested that inventory could be valued differently in order to report a higher profit figure, and thereby increase the level of interest cover. He further suggested that ‘this minor policy change would not be opposed by shareholders’ as it would undoubtedly increase the value of the share price. He also advised the board that he was sure that he could use his longstanding friendship with the engagement partner of Scapa Holdings’ auditors, who he had trained with as an accountant many years ago, to convince the audit team to agree with the higher inventory valuation during the forthcoming audit.

Required:

(a) An inherent risk in any listed company is that its directors have the power to pursue their own personal interests, which may not be aligned with their fiduciary duties towards shareholders.

Explain the term conflict of interest in this context, and using information from the scenario, discuss how Arthur Jellicoe’s behaviour presents a clear conflict of interest, stating what course of action he should take. (8 marks)

(b) Describe the agency relationships at Scapa Holdings, and explain how clear accountability could increase trust between principal and agent thereby reducing agency costs. (9 marks)

(c) Explain the meaning of ‘probity’ when maintaining professional business relationships as described in the scenario, and criticise the ethical behaviour of Arthur Jellicoe with respect to probity. (8 marks)

Section A – This ONE question is compulsory and MUST be attempted

In the city of Philo, the closure of a large factory released a large amount of land very close to the city centre which was bought by the Philo local government authority. As an area of high unemployment due to closures of heavy industry including shipbuilding and coal mining, Philo had an unemployment rate higher than the national average. As such, the local government authority was always keen to see new investments which would create high quality jobs. Although the former factory land had a potentially high commercial value if sold to housing developers, the local government authority offered the local university the chance to buy it for a favourable rate due to what it could offer the town as a whole. It was hope that the university would buy the land, creating a new development called ‘Science First’ on the old factory site which would in turn create 500 jobs.

As a city, Philo was well known for its science and engineering history, with many innovations, inventions and science developments having been made in the city going back over 200 years. Philo University saw investment in science as strategic to its future and as a key part of its competitive advantage. The Philo local government authority discussed the possibility of developing the former factory site with the university. After a series of meetings between the university and the local government authority, the university bought the land, as co-owners with the local government authority, with the full support of the local authority for building laboratories and related buildings on the site. They agreed the name Science First for the development and jointly formed a company of the same name for the investment.

It was planned to build four large science laboratories on the site for medical, pharmacological and technology research. Science First Company also wanted to develop a cluster of science-based businesses on the site and offered discounted rents as well as negotiating lower local taxes, to attract these business to the site. One of these new businesses, Topscience Company, had received international attention because of a key breakthrough it had made in medical research. Topscience was very concerned about how its building would appear on promotional photographs and it noticed that just beyond the science park, and within a few metres of its new building, were a number of blocks of poor quality social housing, owned by the Philo local government authority and accommodating rental tenants. Topscience asked if the local government authority would require Science First Company to re-landscape the area around the flats and knock them down in favour of green spaces more in keeping, in Topscience’s opinion, with the image of a science park. They suggested they would not be able to locate to the Science First development in Philo unless this was done.

Anxious not to be seen to be doing anything to hinder the park’s development, the Philo local government authority agreed to Topscience’s demands and issued a notice to quit for all of the local residents affected by the potential demolition of the flats. Upon hearing of the plan to demolish the flats, the head of the local residents’ association, Ann Tang, was outraged. She criticised the Philo local government authority for a lack of fairness and transparency in their dealings with the residents. She said that the local authority was so concerned about the science park’s development that it did not care about social housing residents and that this was a betrayal of the authority’s ethical responsibilities. Ann Tang also said that if the flats were demolished, there would be a loss of a ‘close-knit, effective and cohesive’ community of people who did not deserve to lose their homes in this way, all for the sake of a science development in which they, the local residents, had no say and did not vote for.

Ann Tang also acquired some figures which showed that, in order to invest in the Science First Company, the local government authority had to take budgeted funding from other services including the cancellation of a proposed new public library in the area where Ann Tang lives. Local residents, who were excited about the new library development, planned to use the new library as a lending library, as a place to study, as a café where people could meet and enjoy time with friends, and as a place for other services to be provided including ‘mums and toddlers’, ‘unemployment clubs’ and art classes. The cancellation of this library development would also mean that the ten jobs in the library would not now be created.

In seeking to address the challenges from the residents’ association and others, the local government authority asked the finance director of Science First Company, accountant Kathy Wong, to produce a balanced assessment of the contribution of the Science First development to the city and the region. The local government authority, co-owners of Science First Company, insisted that she produce a balanced assessment which could also be published for the benefit of local residents. As a director of the development, however, she felt she ought to produce a report which clearly showed the benefits of the park to the city of Philo. Accordingly, she produced a report which concentrated on the benefits to Philo of the Science First development, in terms of the creation of jobs, marginal revenues and improved reputation for both the university and the city. Kathy Wong’s report concluded that the park was of substantial benefit and should be supported by the local government authority, by the university and by local residents, who, she argued, should understand the strategic benefits of the development to the city.

Ann Tang criticised Kathy Wong for not taking into account the costs to residents and other local services of the Science First development. She said that the true social cost of the development was negative because it threatened to destroy homes and it would entail the cancellation of the proposed library. It would also have a negative effect on local infrastructure, including the diversion of roads, footpaths and bus routes.

The Philo local government authority, as a democratic body, is controlled by elected representatives from a range of different political parties, each of whom represents a portion of the total city population. Despite their political differences, the majority of elected representatives strongly supported the Science First development.

Some of the elected representatives on the Philo local government authority decided that it was right to consider the various stakeholders in the Science First development. Some elected representatives, especially those representing residents around the development, wanted to minimise the damage to local communities. They decided that the three main stakeholders to be considered were the Science First Company, the residents’ association and the potential library users.

The head of the Philo local government authority, Simon Forfeit, sought to address the concerns of the elected representatives in a meeting of the elected members in which he set out the case for why the Philo local government authority had so strongly supported the Science First development. He said he recognised that in allowing and encouraging the Science First development, it was clear there would be local problems to address, but that the strategic interests of the city of Philo required this development. The city’s reputation as a science city would, in his view, be enhanced by the Science First development. He argued that public sector organisations had complicated objective-setting processes which have to prioritise some interests over others. He said that he ‘can’t please everybody all the time and in any planning decision there are winners and losers.’

Mr Forfeit said that a local government authority had many obligations and had to serve the interests of local taxpayers who fund its work, and also the people who use its services. At the same time, it had to act in the long-term strategic interests of the city, which was why it so strongly supported the Science First development. The quality of jobs attracted by the science site, being highly skilled and highly paid, meant that the local government authority had no choice but to support and invest in the development even though some of the effects on local residents might be perceived as negative. In addition to the 500 new jobs, which will be advertised locally, Mr Forfeit said that the site would also provide space for expansion of the businesses which locate to the site. Mr Forfeit said that in addition to Topscience, other companies attracted to the site included companies producing electric vehicles, advanced medical solutions and other companies in growth sectors.

Required:

(a) (i) Analyse the stakeholder claims of Science First Company, the residents’ association and the potential library users, using the Mendelow matrix to plot these three stakeholders in the Science First development. (9 marks)

(ii) Explain how the potential library users and residents’ association might attempt to increase their influence as stakeholders in the Science First development. (4 marks)

(b) Critically evaluate the contribution to the public interest of the new Science First development to the city of Philo. (10 marks)

(c) Explain the role of accountants in society and criticise Science First Company’s finance director, Kathy Wong, in her assessment of the Science First development. (8 marks)

(d) The head of the local authority was criticised by the residents’ association for lacking transparency and fairness in its dealings with the residents.

Required:

Draft a statement on behalf of the head of the Philo local government authority, for their website, which covers the following issues:

(i) Explanations of transparency and fairness and their importance in public sector governance. (6 marks)

(ii) An analysis of the complexities of performance measurement for public sector organisations and an explanation of how the 3Es model can be a used for this purpose. (9 marks)

Professional marks will be awarded in part (d) for flow, tone, persuasiveness and structure of the statement. (4 marks)

system for another country, it was contingent on the payment of a facilitation fee to an official in the defence ministry. Clearly this was an unusual request but it was also made very clear that MRA would not be awarded the contract, worth $2 billion over 10 years, unless the relatively modest sum of $1 million was paid immediately.

Recently, business activity in the defence sector had been very slow, and MRA was about to announce around 500 staff redundancies. Therefore news that this contract was about to be awarded came as a great relief to the board of MRA, as the jobs would now be secured. However, only the chief executive officer (CEO) and operations director knew about the facilitation fee, so an emergency meeting of the board was convened with only one item on the agenda.

Due to the very sensitive nature of the matter at hand, it was decided not to make a formal record of the discussions at the board meeting. This was more likely to result in a frank exchange of views and encourage all directors to express their opinions openly.

The CEO, Charlie Desborough, explained the dilemma to the board, making it very clear that without this contract there would be no way to protect jobs. The finance director, Jake Neilson, said that he was personally very uncomfortable with the idea of paying a facilitation fee, which was in effect a ‘bribe’. As a professional accountant he was bound by a code of ethics which strictly prohibited making such payments, therefore he could not sanction the payment under any circumstances.

The HR director, Sarah Shue, took a far more pragmatic stance. She acknowledged that any form. of corruption was utterly deplorable; however, it was a fact of life in many countries. She asserted that if the board of MRA decided not to make the payment and forego the contract, then it could be assured that a competitor would not adopt such a high-minded position. The net effect was that by avoiding a relatively small payment, the firm would be doing a disservice to both its employees and its shareholders, who would undoubtedly suffer a reduction in their shareholder value. She maintained that sometimes it is necessary to take difficult decisions in business that are for the greater good, and so suggested that the payment to the official should be made.

Required:

(a) (i) Compare relativism and absolutism and explain the significance of individual or personal differences in guiding ethical behaviour under each approach in a given scenario such as the situation at MRA. (5 marks)

(ii) Explain the ethical theories of deontology and teleology or consequentialism, and analyse which of the approaches have been adopted by Sarah Shue and Jake Neilson. (6 marks)

The involvement of directors in bribery and corruption can seriously undermine the relationships of trust upon which corporate governance is based.

Required:

(b) (i) Assess how bribery and corruption could undermine confidence and trust in MRA, with reference to the principles of corporate governance. (8 marks)

(ii) Describe best practice measures which could be employed by MRA to combat bribery and corruption. (6 marks)

s throughout Effland for the past 20 years. The company started as a small family concern, but because of the rapid growth it experienced and an associated need for additional capital, it was recently listed on the national stock exchange by an initial public offering.

To remain fully compliant with the Effland corporate governance code, the board established audit, remuneration and nomination committees which were solely populated by independent non-executive directors. However, it did not consider it necessary to create a separate risk committee because the board believed that the remit of the audit committee included all aspects of risk management policy. This explanation was formally submitted to the shareholders at its first general meeting, who agreed with the board’s proposal.

As part of its expansion strategy, the board of Branscombe Co decided it needed to enter overseas markets, and in particular the developing country of Geeland. The reason that Geeland was selected as a suitable market was because it had experienced rapid economic growth and domestic prosperity following the discovery of rich, offshore mineral deposits. Unfortunately, this small island nation has never enjoyed stable democratic government and is notorious for corrupt business practices, with customs officials regularly demanding bribes from both importers and exporters. As a result, Geeland has a poor international credit rating. In order to attract both domestic and foreign inward investment, the government of Geeland operates with very low levels of indirect tax, which has stimulated the island’s tourist industry and led in turn to a significant increase in hotel building.

Following a successful tendering exercise, Branscombe Co was awarded the contract to supply all of the bathroom equipment for a 200-room hotel, currently under construction in a remote area of the island. The total value of the supply contract amounted to Geeland $1,800,000, and it was to be paid in three equal instalments as the bathrooms were delivered to the hotel. The contract assigns responsibility for shipping the goods the 3,000 km from Effland to the island solely with Branscombe Co, and no payment will be made until an agreed volume of goods clears Geeland customs. A further problem is that the Geeland dollar is quite volatile, but recently it has been strengthening against the Effland dollar. As all contract payments are to be made in Geeland currency, Branscombe Co is exposed to foreign exchange risks.

The many contract-related issues amount to significant risks to Branscombe Co requiring effective management if the supply contract is to be a success and contribute to the company’s ambitious growth targets.

Required:

(a) Explain the function and roles of a risk committee within an effective corporate governance framework, and discuss the advantages which a risk committee could add to the governance of Branscombe Co. (10 marks)

(b) Explain the term risk appetite, and assess how the risk appetite of Branscombe Co has influenced both its corporate strategy and the risks it has chosen to bear. (7 marks)

(c) Explain how Branscombe Co could effectively control the strategic and operational risks which arise from the Geeland supply contract. (8 marks)