2 There has been a debate in the country of Geeland for some years about the...

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2 There has been a debate in the country of Geeland for some years about the most appropriate way to regulate corporate governance. Several years ago, there were a number of major corporate failures and 'scandals' caused in part by a number of single powerful individuals dominating their boards. Business leaders and policy-makers were sceptical about a rules-based approach, and this led the Geeland stock exchange to issue guidance in the 'Geeland Code' as follows: 'Good corporate governance is not just a matter of prescribing particular corporate structures and complying with a number of rules. There is a need for broad principles. All stakeholders should then apply these flexibly to the varying circumstances of individual companies.' Given the causes of the Geeland corporate governance failures, there was a debate about whether the separation of the roles of chairman and chief executive should be made a legal requirement. This resulted in the stock exchange issuing guidance that whilst a rules-based or 'box ticking' approach would specify that 'the roles of chairman and chief executive officer should never be combined... We do not think that there are universally valid answers on such points.' One company to take advantage of the flexibility in Geeland's principles-based approach was Anson Company. In July 2010, Anson Company announced that it had combined its roles of chairman and chief executive in a single role carried out by one individual. In accordance with the Geeland listing rules, it made the following 'comply or explain' statement in its 2011 annual report: "Throughout the year the company complied with all Geeland Code provisions with the exception that from 1 July 2010 the roles of chairman and chief executive have been exercised by the same individual, William Klunker. We recognise that this has been out of line with best practice. We understand the concerns of shareholders but believe that we have maintained robust governance while at the same time benefiting from having Mr Klunker in control. On 31 July 2012 Mr Klunker will step down as executive chairman, remaining as chairman until we conclude our search for a non-executive chairman to succeed him, no later than March 2013.' Required: (a) Briefly distinguish between rules and principles-based approaches to corporate governance. Critically evaluate the Geeland stock exchange's guidance that 'all stakeholders should then apply these flexibly to the varying circumstances of individual companies.' (12 marks) (b) Explain why a separation of the roles of chairman and chief executive is considered best practice in most jurisdictions. (8 marks) (c) Assess the 'comply or explain' statement made by Anson Company in its 2011 annual report. (5 marks) 2 There has been a debate in the country of Geeland for some years about the most appropriate way to regulate corporate governance. Several years ago, there were a number of major corporate failures and 'scandals' caused in part by a number of single powerful individuals dominating their boards. Business leaders and policy-makers were sceptical about a rules-based approach, and this led the Geeland stock exchange to issue guidance in the 'Geeland Code' as follows: 'Good corporate governance is not just a matter of prescribing particular corporate structures and complying with a number of rules. There is a need for broad principles. All stakeholders should then apply these flexibly to the varying circumstances of individual companies.' Given the causes of the Geeland corporate governance failures, there was a debate about whether the separation of the roles of chairman and chief executive should be made a legal requirement. This resulted in the stock exchange issuing guidance that whilst a rules-based or 'box ticking' approach would specify that 'the roles of chairman and chief executive officer should never be combined... We do not think that there are universally valid answers on such points.' One company to take advantage of the flexibility in Geeland's principles-based approach was Anson Company. In July 2010, Anson Company announced that it had combined its roles of chairman and chief executive in a single role carried out by one individual. In accordance with the Geeland listing rules, it made the following 'comply or explain' statement in its 2011 annual report: "Throughout the year the company complied with all Geeland Code provisions with the exception that from 1 July 2010 the roles of chairman and chief executive have been exercised by the same individual, William Klunker. We recognise that this has been out of line with best practice. We understand the concerns of shareholders but believe that we have maintained robust governance while at the same time benefiting from having Mr Klunker in control. On 31 July 2012 Mr Klunker will step down as executive chairman, remaining as chairman until we conclude our search for a non-executive chairman to succeed him, no later than March 2013.' Required: (a) Briefly distinguish between rules and principles-based approaches to corporate governance. Critically evaluate the Geeland stock exchange's guidance that 'all stakeholders should then apply these flexibly to the varying circumstances of individual companies.' (12 marks) (b) Explain why a separation of the roles of chairman and chief executive is considered best practice in most jurisdictions. (8 marks) (c) Assess the 'comply or explain' statement made by Anson Company in its 2011 annual report. (5 marks)