Consider the following statements in the light of recent developments in corporate governance:

“Cultural failings within the banking sector were a significant contributory factor in the financial crisis…………the Central Bank of Ireland’s …..….examination found that such failings, in addition to poor systems, weak internal controls and poor governance, caused detrimental and in some cases devastating impacts on consumers.”

‘Behaviour and Culture of the Irish Retail Banks’, Central Bank of Ireland, July 2018

“It is important to note that culture is about more than behaviour. A partial list includes prioritizing the best interests of customers, offering responsible products, reviewing board effectiveness, committing to diversity and inclusion, and having robust internal audit and risk management procedures. A defining cultural test is how a firm deals with adverse situations: does it make sure that the best interest of customers (“stakeholders”) are protected, even if this damages short-term profitability?”

Philip R. Lane Governor, Central Bank of Ireland

“The main problem with corporate governance regulation and codes of best practice is that they are reactive. Each new wave of corporate scandals causes yet another regulatory reform and frequently politicians, as a result of public pressure, resort to knee-jerk reactions, producing new regulation that does not address the real causes of corporate failures. Hence, corporate governance will never improve and corporate scandals will never cease.”

Anonymous

“At the heart of this Code is an updated set of Principles that emphasise the value of good corporate governance to long-term sustainable success. By applying the Principles, following the more detailed Provisions and using the associated guidance, companies can demonstrate throughout their reporting how the governance of the company contributes to its long- term sustainable success and achieves wider objectives.”

“Achieving this depends crucially on the way boards and companies apply the spirit of the Principles. The Code does not set out a rigid set of rules; instead it offers flexibility through the application of Principles and through ‘comply or explain’ Provisions and supporting guidance. It is the responsibility of boards to use this flexibility wisely and of investors and their advisors to assess differing company approaches thoughtfully. “

Extract from  Introduction, UK Corporate Governance Code (July 2018)

REQUIREMENT:

Based on your learning from the module and your reading of the literature critically discuss the above statements in the light of recent developments (regulatory and codes of best practice) in Ireland/UK

In your answer, you should cover at least THREE main themes.

1.The primary goal of corporate governance

2.The primary intent of a piece of regulation or code of best practice

1. The cause of agency problems (corporate failures/corporate scandals)
2. The influence of the board of directors in overseeing corporate governance and the roles and responsibilities of executive and non-executive directors
3. The intent of organizational codes of business ethics and conduct
4. Advantages and disadvantages of both a regulatory-led and a comply or explain approach to corporate governance and the approach you prefer and why
5. The influence of ethics and corporate social responsibility on the behaviour of corporates