BLM113 CORPORATE GOVERNANCE
Module Learning Outcomes Assessed:
Explain and describe the structure and operation of the UK corporate governance framework, including the role of external audit, the manner in which directors’ remuneration is determined, the role of shareholders and the principal provisions of the Companies Act 2006.
Explain the history, development and role of the UK Corporate Governance Code and the UK Stewardship Code.
Apply, governance best practice, as found in the UK Corporate Governance Code and UK Stewardship Code.
Assess and evaluate the operation of the core features of the UK governance framework (including the role of external audit, the manner in which directors’ remuneration is determined, the role of shareholders and the principal provisions of the Companies Act 2006, and where relevant make comparisons with other jurisdictions.
BLM113 CORPORATE GOVERNANCE
Presentation Requirements:
Assignments are to be Arial 12 and single spaced. See individual sections for word limit.
PART A – ESSAY QUESTION (45%)
This part provides you with the opportunity to undertake independent research and to consider critically the operation of a central element of UK corporate governance framework. You are required to write an argumentative essay in which you critically discuss one of the quotations below.
The word limit is 1,500 which excludes your bibliography/references list and the text used to provide citations and references in your footnotes (should you choose to use footnotes).
Quotation one
“The UK Stewardship Code provides evidence of the failure – not the success – of the UK’s corporate governance framework”.
Quotation two
“…. the [UK Corporate Governance Code] should be abolished – thirty years and done”.
(From: Brian Cheffins and Bobby Reddy, ‘Thirty Years and Done – Time to Abolish the UK Corporate Governance Code’, ECGI Working Paper No. 654/2022, available at: http://dx.doi.org/10.2139/ssrn.4132617).
BLM113 CORPORATE GOVERNANCE
What is an argumentative essay?
An argumentative essay is one in which you defend your viewpoint through argument, where you task is to use your arguments to persuade the reader of your viewpoint. Argumentative essays will contain description, but only where this description helps the reader understand the author’s viewpoint and arguments. Argumentative essays do more than tell an interesting story, or provide a list of points, or a summary of views and positions: argumentative essays begin with the author setting out their viewpoint, and then providing the supporting evidence (the arguments, analysis and critical discussion) to defend that position. Remember that you can and should defend your position by highlighting weaknesses in the approach or position taken by your opponents. Successful essays will be dominated by analysis and argument.
PART B – CASE STUDY QUESTION
You are required to write a report in which you:
Identify the governance issues raised by the case study (see below) AND
Make recommendations for improving the company’s governance arrangements AND
Identify any potential breaches of the general duties of directors contained in the Companies Act 2006.
BLM113 CORPORATE GOVERNANCE
Please also note the following:
You should support your report with references to the UK Corporate Governance Code 2024 (the 2024 Code) and any other relevant principles, codes, rules and FRC best practice guidance. Your attention should largely focus on the 2024 Code.
The word limit is 1,500 which excludes your bibliography/references list and the text used to provide citations and references in your footnotes (should you choose to use footnotes). You need to write concisely! Tables, charts and diagrams can be included in your report (the labels and titles for tables, charts and diagrams do not contribute to the word limit).
The ABS postgraduate general marking criteria (available on Blackboard) are supported by specific marking guidance for this assessment. The specific guidance, which is available on Blackboard, will help you understand how your work will be marked and you should consult it regularly because it will help you to assess the quality of your work and to improve it. Note, in particular, what the guidance says about the structure of your work. You should not assume that your work should be presented with three distinct sections that mirror the three content areas identified above. You need to reflect on the most appropriate structure for your work, with referencing to the marking guidance document.
BLM113 CORPORATE GOVERNANCE
COMPANY CASE STUDY
You have recently been appointed to the governance department of a large institutional investor as part of a team responsible for assessing the governance practices of a listed company called Aston Homes plc. You have obtained the following information about the company and your task is to prepare a report in which you make recommendations to improve the company’s governance practices based on the UK Corporate Governance Code 2018 and any other relevant guidance and best practice. The rationale for your recommendations should be clearly explained, and you should focus on what you regard as the most important changes that should be made. Any potential breaches of the general duties of directors under the Companies Act 2006 should be identified.
Your report should not exceed 1,500 words (excluding the reference list/bibliography and also excluding any references contained within footnotes and the labels accompanying charts, diagrams and tables). There is no right or wrong structure for your report: you can, therefore, decide the order in which your recommendations are discussed and whether, for example, you wish you wish to make use of diagrams, charts and illustrations. Where you draw upon the UK Corporate Governance Code, or other best practice, this must be explicitly referenced.
BLM113 CORPORATE GOVERNANCE
Aston Luxury Homes plc
Aston Luxury Homes plc (“the company”) is a large FTSE250 company (and one of the largest companies in this market segment). The company was incorporated as a private company (Ltd) in 1980, became a public company (plc) in 1990 and a listed company in 1992. The board consists of five directors:
| Name | Role on board | Date joined the board | Age | Background and experience |
| Mr Henry Brookes | Chairman and chief executive. Audit
committee member. |
1988 | 75 | Chartered Surveyor |
| Mr John Abbot | Finance Director. Audit Committee member. | 2000 | 65 | Chartered Accountant |
| Mr Michael Brookes | Operations Director | 2015 | 38 | Project management |
| Mr Kevin
Hancock |
HR Director | 2010 | 58 | CIPD |
| Mr Brian
Cartwright |
Non-executive director. Audit committee member. | 2001 | 72 | Chartered Surveyor |
| Company Secretary: | ||||
| Mrs Sally Brookes | ||||
The company has performed well since it became a listed company, with profits above those of its competitors. Henry attributes this to the “lean” way in which the company is run, including its board – “five is enough for any board to function” he often observes. Henry set-up the company in 1980 and is proud that his son, Michael, is now a member of the board. Henry is a charismatic leader, with a ‘rags to riches’ life story.
BLM113 CORPORATE GOVERNANCE
The board meets twice a year, and there is rarely any disagreement among the board members. These meetings usually last an hour, and largely endorse Henry’s decisions. At its board meeting in September 2023, the following decisions were taken:
A new strategy was adopted, under which the company’s operations were to be widened to include the building of purpose-built student accommodation.
A new non-executive director would be appointed to the board. Henry took responsibility for the recruitment process, saying that he “knew just the man for the job”.
A new remuneration policy was agreed, whereby all directors would receive a pensionable bonus of 400% if certain building and sales target were met.
BLM113 CORPORATE GOVERNANCE
To purchase a parcel of land, for £1,000,000, from a company in which Michael Brookes owned 10% of the shares. Henry knew that Michael was a shareholder in this company, but the other board members did not.
During this meeting, Brian doubted the merits of the new strategy (in his view, the market for such accommodation was already saturated) but he said nothing because he did not want to “rock the boat”. He was also worried about the reputational impact of the new remuneration policy, against the background of the current ‘cost of living crisis’ in the UK, but reputational issues were not considered by the board.
Only one formal board committee exists – an audit and risk committee. This is usually chaired by Henry, although John will sometimes act as chair if Henry is unable to attend. The audit and risk committee meets once a year and, at its most recent meeting, it agreed to reappoint for a further ten years the company’s external auditor (Aston Auditing LLP). Aston Auditing LLP has acted as the external auditor for the company since 1980 and provides other services to the company including tax and payroll advice. There is a very close working relationship between the lead audit partner at Aston Auditing LLP, Martin Salisbury, and John. Indeed, Martin is often heard to tell his colleagues that John is “a mean of great integrity … we should not question or challenge him”. Use APA referencing style.