Question
Gelos Enterprises Pty Ltd is growing into a medium organisation. They are looking to become a listed company in the next 5 years, so they
Gelos Enterprises Pty Ltd is growing into a medium organisation. They are looking to become a listed company in the next 5 years, so they need to ensure that the corporate governance is to the highest standard
The company was founded in 2010 by its current Managing Director, Benito Gelos. It has grown from a sole trader operating out of a garage to an employer of approximately 500 staff across New South Wales, Queensland and Victoria.
There are currently 5 company directors:
Table 2 Information table
Name | Position | Qualifications and Experience |
---|---|---|
Benito Gelos | Managing director, founder and majority shareholder | No formal qualifications. 30 years' experience in small business |
Nancy Meghan | Administration and Finance Director and CEO | Diploma of Accounting. 7 years experience in accounting for small business |
Angelo Gelos | Operations and Marketing Director, son of Benito, substantial shareholder | No formal qualifications. 15 years experience working with his father in this family business |
Thomas Borg | Director of People and Culture | Bachelor of Business. 10 years experience in human resources management |
Tan Nguyen | Information and Technology Director | Bachelor of Commerce. 5 years experience in cloud services |
All directors except Benito are paid a fixed annual salary of $500,000. As founder of the business, Benito is paid a fixed annual salary of $800,000.
Board meetings are usually held once a month. All directors are encouraged to attend but it appears that Nancy, as chairperson, is the only director that always attends the board meetings. Angelo has only attended 2 board meetings during the current financial year and has a long history of non-attendance or being distracted on his gambling app when he does attend.
As a small to medium enterprise, Gelos has not had the need to appoint an external auditor. However, Benito has suggested that once the company becomes a listed company, his nephew Cosmo Gelos can be appointed as he owns his own chartered accounting practise.
Using the scenario provided students need to complete the following tasks:
Task 1: Written questions
Read each question carefully. Follow the suggested word count when you answer each question.
- Using authoritative sources to review and analyse the current corporate governance structure and confirm their compliance to key principles and industry practices. Record the outcomes of your review in the following table by identifying the key principle and recording your analysis. You must include the source you have used for your response.
Name of sources and links:
Table 2 Information table
Key Principles | Analysis |
ASX 1 lay solid foundations for management and oversight Hint: What it requires: the balance of responsibility between the chairperson and the CEO The roles of CEO and Chairperson should not be held by the same person.
| Analysis of whether Gelos are complying with the requirements you out in the first column. Tell me here if you think Gelos is or is not complying. Tell me why or why not. Be specific! Nancy is the CEO as well as Chairperson.. |
ASX 2 Structure the board to be effective and add value
| |
ASX 3 Instil a culture of acting lawfully, ethically, and responsibly
| |
ASX 4 Safeguard the integrity of corporate reports
| |
ASX 5 Make timely and balanced disclosure
| |
ASX 6 Respect the rights of security holders
| |
ASX 7 Recognise and manage risk
| |
ASX 8 Remunerate fairly and responsibly
|
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