Part B Assignment for Monitor Corporate Governance

You are being consulted by BuyltandSell'em Wholesalers, as they have just become incorporated and are wanting your advice as to the areas of corporate governance that are concerning to them. The directors, Maurice Patricks and Angelo Floppi are new to their positions and are curious to the responsibility and (liabilities that are associated to the positions.

Company Back Ground

The organisation began 25 years ago as a wholesaling business purchasing white goods and kitchen appliances from Korea and importing and then wholesaling them to customers like Coles-Myer and Clive Peeters along with other independent white goods stores. The company has gathered a good reputation in supply chain management with its customers.

The supply chain function

The supply chain is the most efficient part of the business. It has been established over a number of years and never has a hiccup. The factory manager, Tony Wheal, works well and receiving and supplying the orders and has the process down pat that the business is considering a smaller sized factory as there doesn't seem the need for all the space. The team of sixteen staff members work very well together and were all mates of the Tony. He rarely has any employee problems, if a staff member ever leaves there is a replacement found within a few days and they are usually out of Tony's network of friends. Tony employs casual staff when there are busy periods, keeping on anyone he finds to be a good" staff member. The boys enjoy a kicking the footy at lunch time and generally enjoying themselves, Angelo was a little worried one day when he noticed that the employees were using the forklift with someone standing on the forks to retrieve a football that was stuck on the roof, there was no incident There have been a couple of accidents in the factory, nothing more serious than a sprained ankle, when a staff member was hit by a forklift that was backing up Angelo believes that there may have been a couple more incidents but Tony hasn't reported them, rather just dealing with them himself.

One of the senior managers was working late one night and noticed that Tony was working late as well. He noted that there was a ute parked in the company loading bay with a washing machine, oven and dishwasher in the back. When he joked to Tony about burning the midnight oil, Tony said he wasn't working late The manager was sure that he saw his car in the car park. All the records seemed to be in order so no further discussion was held.

The Finance Function

The finance function has been performed well by Tomas Cordo. He is an old school accountant. He works with three other staff members and has resisted the push to completely computerise the department and the reporting function is still done in a manual way, even though there are functions available for the production of reports. Tomas believes that you can't trust those computers as the information just goes missing. He was 40 when he started with the new business and is due for retirement soon. In his office there are piles of papers but they manage to have been cleared by the months end, and all suppliers were happy with payments until the last expansion initiative from last year, when Tomas started to fall behind. He works we into the night and has been with the company so long that management has been reluctant to move him on. Maurice has tried to get a handle on what Tomas was doing without success. One time a computer was found to have had a cup coffee poured into the internals, no body owned up to this and so the department continued on its way of paper reports. The reports that come out of the accounts department are basic, Maurice would like more information to make decisions but Tomas is already falling behind and the team is struggling to keep up, so additional information demands just did not get met.

The finance function is supported by a couple of younger people who have not worked for any other organisation. Tomas say "I like to get them young and out of school before those computers warp their brain", these people are usually only around for a little while as they realise that there are no real job opportunities, and everything is done manually in the organisations and then choose to move on

The company has managed to grow the business very rapidly with networking and is moving into logistics roles. Maurice and Angelo are looking for the business to grow and want to remove themselves from the operations roles and into more director roles, so they would like your help to establish controls t ensure that things are happening

other incidents at BuyitandSell'em

At the office christmas party two years ago, there was an incident where one of the new staff members, a very young woman, was distressed saying that one of the warehouse staff members had touch her inappropriately. The incident was dismissed as just a bit of hanky-panky at the Christmas party. The person who was the accused (Paul) had been involved in another incident where inappropriate comments had been made to the office ladies whenever they had come down into the warehouse. The matter was dealt with at the Christmas party by sending Paul home in a taxi he was told that at any other work function it was advised that he shouldn't drink

An employee approached Maurice and wanted to chat to him about the late night deliveries, but didn't want to talk about it at work. Maurice said he'd contact him next week to arrange a time to meet. Maurice thought this was just a whine about doing over time. When Maurice went to see Tony about this employee, Tony said he had to dismiss him as he was a bit of a trouble maker that was going to mess with the way business was done in the warehouse. Tony seemed a little defensive, but Maurice has had a long relationship with Tony, and et the matter lie, but didn't feel too certain that the truth was being spoken about.

Consulting Tasks

Complete in report form the following

1. Develop a code of conduct for the organisation that will encompass all facets of the organisation, including the office staff to the warehouse floor workers, should contractors be included?

2. What are the director's responsibilities that Maurice and Angelo will encounter in their new roles as directors? Be sure to cover any legislation that is required and the responsibilities that ensue. In your recommendation be sure to cover the types of directorship, appointment, duties, care, trading of the company, good faith, conflicts of interest, removal of directors

3. The record keeping of the organisation has been questioned by Maurice more than once. What legislation covers record keeping for the organisation. Considering that the organisation is a large proprietary company, what other legislation requirements are required. Be sure as to include how the system will be monitored, and review