Conceptual framework for risk-based internal audit. Risk-oriented terminological and visual apparatus

The article discusses the conceptual foundations of riskbased internal audit, basic terms and definitions. The topic of the article is relevant given the development of corporate governance practices in Russian companies in accordance with the recommendations of the Corporate Governance Code. The International Framework for the Professional Practice of Internal Auditing defines the mission of internal audit as preserving and increasing the value of the organization by conducting objective internal audits based on a risk-based approach, providing advice and sharing knowledge. The material of the article is presented taking into account the current regulatory framework, international auditing standards, the International Foundations for the Professional Practice of Internal Auditing, and expert explanations.

New Opportunities for the Development of Corporate Governance in Power Generating Companies for the Benefit of Investors

The paper presents an analysis of the central metrics of corporate governance in wholesale and territorial generating companies of the electric power industry that concern ownership structure and compliance of the companies with the principles of the Corporate Governance Code based on their performance results of 2018 - 2019. An increase in ownership concentration and the presence of the state in the competitive segment of the electric power industry is noted. This study has identified the least met criteria for evaluating compliance with the principles of the Corporate Governance Code. The possibilities of developing corporate governance for the benefit of investors are elucidated. These are tightening control over the observance of international "soft law" ("comply or explain"); expanding the criteria for evaluating compliance with the principles of the Corporate Governance Code that are recommended by the Bank of Russia; updating the Corporate Governance Code based on ESG (Environmental, Social, and Governance) transformation. A new form of oversight over compliance with the Corporate Code principles and criteria for evaluating the adherence to the ESG principles are proposed.

The Organizational Framework

This chapter assesses how the Companies Act establishes an organizational framework for companies by defining roles for the directors, the shareholders, the auditors, and the company secretary. The statute appoints the shareholders to decide constitutional matters and to participate in certain management decisions. It delegates the maintenance of financial records and the production of financial reports to the directors and carves out a role for the company secretary and the auditors. The Act also imposes mandatory procedures for shareholder meetings. The common law permits these to be overridden by an informal unanimous decision and in this way allows for organizational reality to override the formal legal process. The UK Corporate Governance Code contains generally accepted recommendations structuring decision-making by the directors.

Stakeholders

This chapter highlights how the law gives shareholders more influence than creditors, employees, or other constituencies, but also how the interests of these stakeholders are integrated into company law. Three normative conclusions flow from the theoretical perspective advanced in this book. The first is that we should give up on the idea that financial incentives can serve interests other than those of the directors. Second, programmatic statements encouraging companies to have a purpose or encouraging directors to consider stakeholder interests in the same way as shareholder interests are unlikely to have much effect. Third, if there is a desire to further integrate non-shareholder interests into company law, this is, from the perspective of this book, best achieved through an integration of their interests into the decision-making process of the company. An example of such an intervention can be found in the UK Corporate Governance Code which recommends the integration of work-force related concerns through a director appointed from the workforce, a formal workforce advisory panel, or a designated non-executive director.

The methodology to assess the impact of corporate governance on the enterprise value

Subject. The article investigates pricing factors that determine the enterprise value with respect to the effect of corporate governance factors. Objectives. I analyze the impact of corporate governance factors on the enterprise value and build a technique for assessing the effect of corporate governance on the business valuation of the Russian public companies. Methods. The study relies upon the synthesis, deduction, induction, methods of statistical analysis, comparison and generalization. Results. I devised the method, which comprises five steps considering the effect of corporate governance factors on the enterprise value. Following the steps of the method, the specifics of the valuation subject is analyzed in terms of business and legal forms, the use of modern Russian corporate governance principles, the composition and the number of shareholders, industry the entity operates in, and fundamental metrics of the enterprise value. Conclusions and Relevance. Currently, there is few information in the literature about the impact of corporate governance principles set forth in the 2014 Corporate Governance Code, on business value. The article presents the method for assessing the impact of corporate governance on the business valuation, which accounts for the specifics of business and legal forms in terms of corporate governance principles, capital structure, the number of shareholders, the State’s involvement, industry, and fundamental metrics of business valuation. The proposed method can be used by financial analysts, appraisers, corporate managers so as to build and manage the enterprise value.

What’s in a King? Unveiling the pragmatic micro-perceived value attributes of a fulfilling corporate governance code for responsible sustainable development

Purpose A recent contribution entitled Global Responsibility and the King Reports was made to the literature that represents a significant advancement in the understanding of how standards of good governance are practised. The corpus revealed key insights about macro-institutional governance regimes, yet, extraordinarily little about meso-organisational and even less so, micro-individual corporate governance practice. This study aims to shed light on the micro-individual level of corporate governance practice which has remained obscured by drawing pragmatic insights from the landmark South African King Code experience that may be applied to other governance jurisdictions for global organisational responsibility. Design/methodology/approach To unearth micro-individual corporate governance code practices, a phenomenological exploration of corporate governance practitioners’ (CGPs) perceptions was conducted. Qualitative semi-structured interviews with senior board members of securities-exchange listed companies were conducted with 10 directors of leading multinational South African corporations listed on Africa’s largest formal financial market; the Johannesburg Stock Exchange. Recursive analysis of the qualitative data revealed key attributes that render a corporate governance code “fulfilling” as a consequence of being perceived as subjectively valuable by practitioners who are the ultimate end-users of the King Codes for advancing good corporate governance practice in each of their respective companies. Findings Two categories of fulfilling micro-perceived value attributes (MPVAs) of corporate governance codes emerged, namely, internal and external MPVAs. The three internal MPVAs are, namely, (I1) Meaningful innovation, (I2) Ethical pragmatism and (I3) Cultural transformation. The three external MPVAs are, namely, (E1) Governance legitimacy, (E2) Societal licencing and (E3) Risk mitigation. From these six attributes, two testable corporate governance code development propositions are advanced, namely, (P1) a corporate governance code with a higher constitution of MPVAs will fulfil CGPs more than one with less. (P2) A more fulfilling corporate governance code will enjoy higher adoption, application and/or compliance rates. Originality/value Illumining the subjective experiential perceptions that constitute the fulfilment of a corporate governance code deepens the pragmatic understanding of the “demand-side” or consumption of such codes in practice. Knowing these fulfilling MPVAs may also result in the development of codes that enjoy wider adoption and compliance rates thereby enhancing global corporate responsibility pragmatism through enhanced good governance. This study sheds light on the nexus where normative corporate governance principles and the enactment thereof meet at the coalface of organisational activity with an emphasis on those attributes that render them valuable to practitioners.

Does Corporate Governance Influence the Firm Value in Bangladesh? A Panel Data Analysis

Corporate governance has been widely debated for over a decade with the collapse of the financial and capital market under the prejudicial roles of regulatory bodies. Therefore, the study examined the impact of corporate governance on firm value in Bangladesh. A total of 63 DSE-listed companies from 2005 to 2019 consisting of 8,505 observations on an average of 15 years were chosen. The subsequent tests for the given data were conducted to identify the appropriate panel data analysis method for adjusted diagnostic problems. In the specific panel data, the Panel Corrected Standard Error (PCSE) was utilised following the application of the random effects method to control econometric limitations. It was revealed that corporate governance lowered firm value when the board structure was familially and politically affiliated and led by CEO-duality. Moreover, the inclusion of dynamic professionals and independent members in the board structure increased the firm value. The use of the corporate governance code was proven to be highly challenging due to the participation of political and family leaders in corporate firms. Additionally, proper law enforcement was required to ensure transparency and accountability, thus reflecting firm value. As previous studies on corporate governance were conducted on a small scale and partial to the context of developing countries, this paper contributes a novel value in identifying and resolving the corporate governance crisis by reforming the board structure with diverse and professional directors. The regulatory bodies require improvement by including autonomous professional and independent members to exercise the corporate governance code.

2. Who makes company law and what is it for?

This chapter discusses the sources and purposes of company law. Legislation is the most important source of company law. The effect of EU legislation on UK law is explained, including retained EU Regulations which continue in force despite Brexit. Litigation concerning companies has generated a vast quantity of case law. There are other rules such as the UK Corporate Governance Code and there are practitioner texts and academic articles and books in abundance. There is a discussion of the purpose of company law which notes that its most significant purpose must be to facilitate business, but there is argument over whether mandatory rules of company law are the best way to encourage business enterprise. This leads to the discussion of whether companies should only serve the interests of their members (the shareholder-centred view of the company) or whether wider public interests must be considered.

15. Directors

This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.