Corporate Ethics and Governance of Stockland Corporation
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This study explores the corporate ethics and governance practices of Stockland Corporation, a major player in the real estate industry. It examines their board composition, sustainability disclosure, workplace ethics, and more.
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CORPORATE ETHICS AND GOVERNANCE OF STOCKLAND CORPORATION Contents Executive Summary.........................................................................................................................2 Introduction......................................................................................................................................2 Stockland Corporate Governance....................................................................................................3 Board Orientation............................................................................................................................5 Accounting Theory and Corporate Governance..........................................................................5 Orientation Board composition Focus Key communications..........................................................5 Shareholders.................................................................................................................................5 Stockland’s sustainability disclosure...............................................................................................6 Corporate Social Responsibility......................................................................................................6 Workplace Ethics.............................................................................................................................7 Stockland Communications Using Legitimacy Theory...................................................................7 Conclusion.......................................................................................................................................9 References........................................................................................................................................9
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Executive Summary Sound Corporate governance is a necessity for efficient management of organizations in today's business environment. Stockland, the case study company is one of the major investors in the realestateindustry.Thisstudyexploitsthevariouscorporategovernancestructuresthat stockland company has exploited to remain competitive in the industry. Moreover, the company board of directors and the management teams’ reports show the company commitment to corporate disclosures. Corporate disclosures aim to enhance the shareholders and well as the other stakeholder’s interest in the corporate activities of the company. This paper will also address the various theories aimed at supporting the need for corporate disclosers in both financial and non-financial aspects. The theories in accounting discussed as important tenets for corporate disclosures include stakeholder theory, agency theory and legitimacy theory. This case studydiscussedtheusefulnessofcorporatedisclosurebothtotheshareholdersandthe stakeholders of the company using the theory stated above. The conclusion of the research on the ethics and corporate governance of Stockland reveals that the company board of directors led by the chairman is specifically concern with the shareholder's welfare. The various communication in the disclosure ranging from remunerations, management fees, finance income, climate change, and work ethics shows the commitment of the company towards safeguarding the interest of the shareholders. Introduction Stockland is an Australian based company in the industry of real estate. It was Founded in 1952 to help create prosperous communities with dynamic town centers for residential purposes, shopping and working space. The company deals with the regulation and development of real estate properties in Australia, United Kingdom, and New Zealand. The reports of the company revealed that its net worth of real estate assets is $18.2 billion becoming a robust real estate group in Australia with a diversified portfolio. Stockland holds various real estate properties both in the public sector as well as private assets ranging from retail town centers, industrial assets, workplace and logistics assets, residential communities, and retirement villages. Stockland annual reports considers the company to be among the leading real-estate developers in the retail and shopping malls.Stockland is engaged in building and developing premium retails malls in Australia. In the residential real estate sector, Stockland is considered the leading 2
residential developer as it focuses on unveiling a wide range of master plan in housing communities and retirement townships in Australia. The company management is fully engaged in the planning and undertaking all it diversified portfolios in the real estate industry. This is possible since the company also offers property trust management services to other companies. The company’s group vision is to develop a meaningful long-term development of cities and the country. This vision has placed the company in a good history of infrastructure development as well as stakeholder’s maximization of wealth. The primary company objective in safeguarding the stakeholder’s interest is delivering growth in the earningsper share(Wang & Sarkis, 2017). This is possible through the company’s commitment to creating quality communities and real estate assets and also exceeding the customers’ expectations in the service delivery. To increase the value of the shares in the securities market trading index, the company combined the trust unit of Stockland and the Stockland corporation shares and traded as one security on the Australian securities exchange. Furthermore, the Stockland Board engage in good corporate governance through where the board is responsible for their decision-making strategies(Vafeas & Vlittis, 2016). The board also have a balance of experience and skills to oversee the high standard of corporate governance, integrity, and accountability required of a professional and ethical organization. Stockland Corporate Governance According to the chairman of the board of directors, governance of corporate behavior is an integralpartof thebusiness.Theexpectationsfromtheboard membersby thevarious stakeholders of the company are high.Therefore, the board must remain focused together with the leadership team in promoting an influential culture of transparency in the company(Urde & Greyser, 2016). Moreover, just like any other industry in today’s business environment, the building and construction industry is facing intense competition, globalization issues, and other market risk factors. More broadly, sound governance in the building and construction industry is essential in the societal development of housing for business and residential purposes. This is because recognition of safety regulations and corporate social responsibilities in the construction industry is more stringent in promoting safe houses. 3
The Essentials to good corporate governance in an established company is the board of directors led by the chairman of the board and its independent and executive directors(Tricker & Tricker, 2015). The shareholders of the company appoint the board of directors in order to safeguard the interest of the shareholders of the company. The board of directors must satisfy the required experience, statutory and legal issues before being appointed by the company. Stockland board of directors consists of eight directors. This is the best size for sound corporate governance. Since the size of the board is large enough, it provides a vast experience and skills in dynamic interaction and participation for better performance. The ratio of independent directors and executive directors is 7:1. This is another issue in corporate governance that determines the level of independence of the board of directors. Non-executive directors who are independent plays an essential role in balancing the executive director powers and making sure no individual is dominant in decision making of the company(Rao & Tilt, 2016). Stockland recognizes the vital role that independent directors play in securing the shareholders’ interests. The board of directors of Stockland company has resolved to have a ratio of 7: 1 director a majority being the non-executive directors. Furthermore, the company has resolved that the chairman of the board and the managing director should be separate individuals. All these checks and balances increase the independence of the board in acting at the best interest of the shareholders. Stockland chairmanTom Pockett,of the board, is an independent director and does not have any managerial duty in the company. The chairman is aNon-executive director with high ethical standards and acts with integrity and probity. The chairman message reiterates the commitment of the board to enhance transparency and sustainability of their reporting to the stakeholders. For instance, the company disclosed its climate-related risks in their financial reporting. The managing director and CEO, Mark Steinert statement on the status of the company reveal a strong balance sheet that positions the firm to take advantage of the many opportunities arising in the changing business environment. The CEO is further committed to repositioning the company to take advantage of the growing population and demographic trends experienced in Australia. Stockland company have a remuneration policy that attracts and retain highly experienced and committed directors to work as members of the board(Qu, Percy, Stewart, & Hu, 2018). The directors are remunerated according to their performance to the firm overall goals. The chief 4
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executive officer and the chairman of the board remuneration is different from the other board members since they receive additional payment as committee members of the board. The total remuneration available to Non-Executive Directors is approved by security holders and is currently $2,500,000 (including superannuation payments) as approved at the 2007 Annual General Meeting. Board Orientation Accounting Theory and Corporate Governance Accounting theory and practices are closely related. The company uses them in making disclosures and to report on the various requirement and for instance sustainability reporting, financial disclosure, and corporate social responsibility. Accounting theories are developed through observation, analysis, evaluation, and scrutiny of various accounting practices. Daily practices are performed by application of successful theories and principles which are prone to change with changes in social beliefs and socio-economy changes(Owusu & Weir, 2018). Reporting format changes with change in any accounting practices. Firms are required to disclose activities related to social responsibility, corporate sustainability, and environmental sustainability. Sustainability aims to disclose non-financial information on the company’s performance to external parties(Martínez‐Ferrero, Garcia‐Sanchez, & Cuadrado‐ Ballesteros,2015).Thenon-financialdisclosurecomprisesofinformationthatrelatesto activitieswhichimpactthesociety,economicperformance,andcompanyenvironment. Management accounting is used in the regulation of internal decision and for creating new policies. Orientation Board composition Focus Key communications Shareholders Most corporate governance is concerned with public companies whose securities are traded in the capital markets recognized because many shareholders income can be compromised or enhancedbyseniormanagementdecision.Shareholderstakeinvestmentdecisionsusing historical and subjective information; this leads to trusting in management in order to achieve more returns and reduce risk. It is upon the management to use relevant control systems in place to give accurate and timely information for proper risk management.Agency problems arise 5
when companies fail. These failures may be as a result of management behaviors(Larcker & Tayan, 2015). Shareholder right-Corporate frameworks should help in facilitating shareholder rights and the company rights, therefore, the management should make investment returns for shareholders. Equal treatment of shareholders: They should all be treated fairly and should not be oppressed by the majority regardless of their origin or level. Stakeholders-should is recognized by the legal rights to improve their cooperation to create employment and other opportunities. Transparency and Disclosure- firms should give timely information on what affects management, business ownership, and financial information. Board of directors- They set and monitor the company’s direction to achieve objectives. Pérez‐López, Moreno‐Romero, and Barkemeyer (2015)focus on ethics and sustainability ton determine stakeholder pressure on CSR quality. They have used many theories to explain sustainability. Agency theory requires firms to have a compensation plan so to give voluntary disclosure to reduce agency cost. Firms are then required to be more accountable to improve its reputation(Martínez‐Ferrero et al., 2015) Stockland’s sustainability disclosure The company believes in developing a sustainable community good, enjoyable, and in shape for the future generation (Sustainability Review, 2013). GRI guides on how to make sustainability report presentation, which helps in preparation of meaningful reports and promotes high reporting standards. Sustainability of the disclosures of the company is a good indicator of the status of the company’s commitment towards the security holder’s welfare. Disclosure such as finance income and management fees by the company is an indicator of communicating the stability of the business of the company. 6
Corporate Social Responsibility This is a corporate social regulation integrated into various business models. Stockland is committed to implement their social responsibility through evaluation of their non-financial and financial disclosures of the firms operations(Hong, Li, & Minor, 2016). The firm has kept a healthy balance to improve its credit rating. It has an excellent management policy to reduce its overhead cost by 10%. In 2013 the company’s customer satisfaction increased to 71% because the management has put in place measures to help understand customer needs. Product value, innovation, and convenience are examples of measures taken to bring this satisfaction. It has also improved various developments and resources management to become a competent core company. Corporatesocialresponsibilityismoresignificantthanaccountability.Thisisbecause accountability is a part of this CSR and is composed of auditing, accounting, and reporting. Global reporting initiatives (GRI) advocates for excellence in the reporting of the company’s activities to the stakeholders through provision of guidelines for public reporting and various frameworks at international level(Owusu & Weir, 2018). Various international level processes approved by Stockland for their reporting requirement has been in line with GRI regulation framework (Annual Report, 2013). Workplace Ethics Stockland values employees more than stakeholders. Thus, its ethics and behavior are essential for corporate social responsibility, which is good for the company’s profitability. This helps in attaining a high moral and workers teamwork(Doorley & Garcia, 2015).The company is accountable to report various ethics established in the work environment to enhance good morals and acceptable code of conducts in the company.stockland company values the human resources that enables the company to be one of the best real-estate developers in Australia more than its security holders. The company through its policies on work ethics encourages an established code of conducts within the organization that drives the team spirit as well motivate the employees. Moreover, work ethics is a crucial component of corporate social responsibility, potential employees outside the organization observes the corporate strategies in place by the organization to encourage them to be potential employees to the organization. Stockland 7
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disclosure of employee work ethics is essential in maintaining a credible work ethics that supports the workers.(Crowther & Seifi, 2018). Stockland Communications Using Legitimacy Theory Thelegitimacytheoryiscommonlyusedintheinterpretationofthecorporatesocial responsibility disclosure in different institutional contexts. According to(Ching & Gerab, 2017)Legitimacy theory has been adopted by different companies to earn social approval by disclosing their CSR activities to the different stakeholders of the firm. To be legitimate, companies, including banks, would strive to provide information that affects their stakeholders and society’s perception of the company(Hummel & Schlick, 2016). The demand for CSR disclosures has been driven by the need to communicate to the stakeholders the critical approach of institutional work on the society. This theory is supported by stakeholder theory, which was first coined by Freeman in the year 1984, where he defined stakeholders as any group or individuals who have an interest in the activities that the company engage in. Stockland committed to the theory of legitimacy is portrayed in the process at which the company communicates to its shareholders and stakeholders.The company disclosure of the management strategies and the goals of the company in increasing its market share in the real estate industry is an accurate measure of discloser to the stakeholders. Under the climate discloser of the firm, the company executives recognize the role of climate change on damaging its huge assets base as well as disrupting environmental operations and the health of the customers. The company is thus committed to improving opportunities for creating resilient climate assets that operate without much disruptions to the customers and the community. The disclosures of the company on climate change related to the operations of the company is consistent with the requirement of this disclosures useful for investors, lenders, and insurance underwrites in understanding material risks(Pérez‐López et al., 2015). On the related party disclosure, the company reveals a loan outstanding from Stockland trust, which is repayable to the year 2023. The interest on the loan is payable in monthly arrears at interest rates specified by the company. Therefore, the disclosures of the company on related parties shows the role of legitimacy theory. AccordingtoMilneandPatten(2002)Exploredtheroleofenvironmentaldisclosuresin informing the stakeholders of their processes and thereby legitimizing the chemical industry 8
activities.Thestudydeterminedthattheoreticalbasesfortheprocessoforganizational legitimationimposingsignificantliabilitiesonchemicalfirms.Theresearchfoundthat affirmative disclosures of the firm can restore organizational legitimacy. According toDeegan, Rankin, and Tobin (2002), understanding motivations for disclosure by the corporates is an area of great attraction for research.Legitimacy theory explains the managerial decisions in undertaking their corporate disclose in the financial and non-financial areas. Conclusion In conclusion, stockland corporate governance structures is aimed at increasing the shareholders confidence in the operations of the company. Stockland corporate governance disclosure in the industry of real estate sector is well furnished for their stakeholders. The company, through an active board of directors and management, have ensured excellent governance strategies and investment strategies that serve the interest of its stakeholders. Moreover, in examining the financial and non-financial disclosures of stockland company, the company’s financial reports and the various theories used in the preparation of final reports reveal all the material disclosures. The company reporting structures is also consistent with the required set standards by the various regulating bodies. Under the stakeholder theory and the legitimacy theory, the company has been at the forefront to safeguard the interest of its stakeholders in the industry. Moreover, being in a quite complicated industry with demanding environment protection, shareholder protection, and community social responsibility, we can conclude that the corporate disclosures of the company are robust. References Ching, H. Y., & Gerab, F. (2017). Sustainability reports in Brazil through the lens of signaling, legitimacy, and stakeholder theories.Social Responsibility Journal, 13(1), 95-110. Crowther, D., & Seifi, S., (2018).Redefining Corporate Social Responsibility: Emerald Group Publishing. 9
Deegan, C., Rankin, M., & Tobin, J. (2002). An examination of the corporate social and environmentaldisclosuresofBHPfrom1983-1997:Atestoflegitimacytheory. Accounting, Auditing & Accountability Journal, 15(3), 312-343. Doorley, J., & Garcia, H. F. (2015).Reputation management: The key to successful public relations and corporate communication: Routledge. Hong, B., Li, Z., & Minor, D. (2016). Corporate governance and executive compensation for corporate social responsibility.Journal of Business Ethics, 136(1), 199-213. Hummel, K., & Schlick, C. (2016). The relationship between sustainability performance and sustainability disclosure–Reconciling voluntary disclosure theory and legitimacy theory. Journal of Accounting and Public Policy, 35(5), 455-476. Larcker, D., & Tayan, B. (2015).Corporate governance matters: A closer look at organizational choices and their consequences: Pearson Education. Martínez‐Ferrero, J., Garcia‐Sanchez, I. M., & Cuadrado‐Ballesteros, B. (2015). Effect of financial reporting quality on sustainability information disclosure.Corporate Social Responsibility and Environmental Management, 22(1), 45-64. Milne, M. J., & Patten, D. M. (2002). Securing organizational legitimacy: an experimental decision case examining the impact of environmental disclosures.Accounting, Auditing & Accountability Journal, 15(3), 372-405. Owusu, A., & Weir, C. (2018). Agency costs, ownership structure and corporate governance mechanisms in Ghana.International Journal of Accounting, Auditing and Performance Evaluation, 14(1), 63-84. Pérez‐López, D., Moreno‐Romero, A., & Barkemeyer, R. (2015). Exploring the relationship betweensustainabilityreportingandsustainabilitymanagementpractices.Business Strategy and the Environment, 24(8), 720-734. Qu, X., Percy, M., Stewart, J., & Hu, F. (2018). Executive stock option vesting conditions, corporate governance and CEO attributes:evidence from Australia.Accounting & Finance, 58(2), 503-533. Rao, K., & Tilt, C. (2016). Board composition and corporate social responsibility: The role of diversity, gender, strategy and decision making.Journal of Business Ethics, 138(2), 327- 347. 10
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Tricker, R. B., & Tricker, R. I. (2015).Corporate governance: Principles, policies, and practices: Oxford University Press, USA. Urde, M., & Greyser, S. A. (2016). The corporate brand identity and reputation matrix–The case of the nobel prize.Journal of Brand Management, 23(1), 89-117. Vafeas, N., & Vlittis, A. (2016). The association between board composition and corporate pension policies.Financial Review, 51(4), 481-506. Wang, Z., & Sarkis, J. (2017). Corporate social responsibility governance, outcomes, and financial performance.Journal of Cleaner Production, 162, 1607-1616. 11