Corporate Failures in Australia: Analysis of ABC Learning, HIH Insurance and One Tel

The report analyses the situations and decisions made by the management of ABC Learning, HIH Insurance and One Tel and the role played by these in the eventual bankruptcies. It also discusses the importance of sound corporate governance practices and ethical guidelines in avoiding such failures.

FINANCIAL ACCOUNTING
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Executive Summary
There has been a growing concern amongst investors with regards to the increasing incidence
of corporate failures that have been witnessed in Australia in the last two decades. Three
major corporate failures pertain to ABC Learning, HIH Insurance and One Tel Limited. The
report has analysed the situations and decisions made by the management of these companies
and the tole played by these in the eventual bankruptcies. It has been found that while
liabilities are blamed for the corporate failure, it represents the immediate trigger whose
cause lies in years of unethical conduct, deceptive accounting practices and faulty
management decisions so as to maximise their own interests. With the introduction of ASX
corporate governance principles, APES 110 code of ethics and other statutory provisions, the
corporate governance framework has strengthened considerably in the aftermath of these
bankruptcies providing much needed comfort for investors.
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Table of Contents
Introduction...........................................................................................................................................3
Ethical Guidelines Available.................................................................................................................3
Analysis.................................................................................................................................................4
Common Enemy (Shoddy Corporate Governance Practices)................................................................7
Recommendation...................................................................................................................................8
References.............................................................................................................................................9
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Introduction
In recent times, there has been an increased incidence of corporate bankruptcies which has
had an adverse impact on the shareholder confidence and has led to growing importance of
sound corporate governance practices. The essential aspect of most of these corporate failures
is that from the outside it seems as though the underlying liabilities became untenable leading
to the inevitable collapse of these organisations. However, on closer examination, the key
issues which relate to deficiencies in business model, management approach and weak
corporate governance practices. The given report tends to present an analysis of the three
corporate bankruptcies namely HIH Insurance, ABC Learning and One Tel in the wake of
APES 110 Code of Ethics along with principles of corporate governance.
Ethical Guidelines Available
In recent times, one of the most relevant corporate governance practices framework has been
provided by the ASX (Australian Stock Exchange). These essentially rely on the following
eight corporate governance practices (ASX, nd).
 “Solid foundation for management and oversight” – The underlying roles and
responsibilities of the board of directors need to be shared so as to enhance
transparency and accountability.
 “Addition of value through board structuring” – The board members should have the
requisite knowledge and skills besides having significant representation of non-
executive directors for maintaining independence and segregation from management.
 “Promotion of decision making driven by ethics and responsibility”- The directors
should promote ethical behaviour by disclosing any conflict of interest that they have
and must exercise their powers with responsibility and due diligence.
 “Safeguard financial reporting integrity”- It is imperative that the independence of the
internal audit committee along with the external auditor must be maintained and no
such action is to be taken by directors to adversely impact the same.
 “Making disclosures in a timely way”- Any material disclosure should be made public
in a prompt manner irrespective of the impact of the same on the share price and also
the future of the management.
 “Respect the shareholders’ rights”- The directors must provide opportunity to the
shareholders to participate in general meeting and to exhibit their right to vote besides
allowing them to communicate with the company for detailed information or queries.
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 “Recognition and management of risk” – Provisions in the form of risk management
committees must exist so as to ensure that the underlying business risk is identified
and managed through appropriate measures.
 “ Fair and responsible remuneration” – Fair remuneration must be provided to the
directors and the management as decided by the remuneration committee so as to
ensure that while being competitive and have reasonable benchmarks to meet for
performance related pay.
Additionally, for professional accountants, code of ethics has been put in place in the form of
APES 110 which focus on the following key attributes. (APESB, 2010).
Integrity – The accounting professionals must ensure that they should not engage in any
dishonest conduct thereby compromising their integrity.
Objectivity – The accounting professionals must avoid situations involving conflict of
interest and must be objective in their analysis and opinions.
Professional competence and due care – The professionals should have the requisite
knowledge about the latest developments in the accounting field and must not engage in
negligent conduct.
Confidentiality – The professionals need to preserve the confidentiality of their clients unless
there are special circumstances which demand the same.
Professional Behaviour – It is imperative that exemplary professional behaviour must be
displayed by accounting professionals.
Analysis
The requisite analysis has been conducted for the three corporate failures in order to identify
the real cause of bankruptcy.
Case 1 - ABC Learning
Even though the company was formed in 1987 but it became prominent only after going
public. The company implemented ambitious plan in relation to expanding the business reach
within a short time span. The company was able to spread operations geographical which was
cheered by investors leading to share price appreciation. However, the strategy adopted by
management was not prudent since geographical reach was attained but in the process the
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service standards were diminished. This eventually paved way for the bankruptcy of the
company (CPA, 2012).
Case 2- HIH Insurance
The company had been in existence for more than two decades but significant growth for the
company started only in the last decade of the 20th century. The company undertook a number
of acquisitions with the intention of enhancing geographical reach and also product portfolio.
However, this vast portfolio of subsidiaries ended up increasing the risk of the company since
it continued entering new products and geographies where significant business risk existed.
But the management did not have requisite risk management practices in place and instead
relied on a flawed reinsurance model. However, these practices were able to be continued
owing to the nexus between the external auditor and management which led to undisclosed
business liabilities till the time that no recovery was possible (Mak, Deo & Cooper, 2005).
Case 3- One Tel
It was an established telecom player at the time of bankruptcy filing. Thus, the failure of the
company did not happen suddenly but was in the making for a long time. The company
resorted to an ill-conceived and economically unfeasible promotion plan to garner more
customers. However, the losses that the company made on account of these were hidden from
the financial statements. As a result, a false picture of the business was presented to the
external stakeholders while the business was in continuous losses and their quantum was
increasingly which eventually led to the bankruptcy of the company (Monem, 2009).
Research
ABC Learning (Cause of Liquidation)
The company post listing announced a very ambitious expansion plan and initially rolled out
the same with success leading to rise in the stock price and valuation of company. However,
this management approach was flawed since geographical expansion compromised the
quality of services at the centres. This led to increasing incidence of complaints from
unsatisfied customers and hence the reputation of the company was dented. However, the
management still did not change the aggressive geographical expansion (Arens et. al., 2013).
The sole concern was to maximise franchise partners so that maximum profits can be made
thorough franchise agreement without caring about the underlying brand. The company also
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made attempts to foray into new markets through the acquisition route. It is apparent that the
poor financial performance of the company which eventually lead to liabilities becoming
unsustainable was the result of unethical and irresponsible decision making by the
management backed by poor disclosures (Kaplan, 2011).
HIH Insurance (Cause of Liquidation)
The company chose a growth path which was based on acquisition and in the process the
increased business risk was ignored by the company (Mak, Deo & Cooper, 2005). The
insurance business is inherently risky and the company followed risk management practices
that were not appropriate and against the practices followed by other insurers (Gay &
Simnett, 2012). Further, the foray in the new markets such as US was based on very low
premiums on which the company made loss but the same were still adhered to by the
company and concealed with the help of external auditors.
One of the most value destructive acquisition that the company made was that of FAI which
lacked appropriate due diligence and hence the company acquired FAI at premium valuations
which were not warranted. This resulted in enhanced financial liabilities for the business
(Mirshekary, Yaftian & Cross, 2005). The company also made forays in very risky spheres
of insurance such as ships and aircrafts where the company made huge losses due to
imprudent risk management framework. However, the management never had to change the
underlying practices as the picture represented to shareholders was quite rosy and ironic to
the ground reality (Mak, Deo & Cooper, 2005).
One Tel (Cause of Liquidation)
Another example of a incorrect business strategy which was made to continue though weak
corporate governance measures. For customer acquisition, services were offered at very low
prices but the resultant losses were not disclosed in the financial statements. Gradually, the
company started giving out even more unreliable information as the internal control of the
company had lapsed. The result was that the information given out was to serve the interests
of the management thereby ensuring that they draw maximum compensation. The
management hid these losses so as to continue their ill-fated strategy of maximising customer
base and their respective compensation with least regards for the future of the company and
the investors (Gilbert, Joseph & Terry, 2005).
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Common Enemy (Shoddy Corporate Governance Practices)
From the description of the above companies, it is apparent that even though in the end the
liabilities became huge but the process initiated a long time ago which stretched into years.
The management in each of the three companies had a flawed approach towards business
since the underlying risk management was improper. As a result, losses were made but the
same were concealed through lack of internal controls and nexus with external auditor. The
end result was the continuation of those faulty practices over the years which essentially led
to the bankruptcy of each of the companies.
In each of the three companies, sound corporate governance practices would have ensured
that the bankruptcies would have never occurred. Take for instance, the case of ABC
Learning where the aggressive business strategy of the company was ill-founded. The
company failed to manage the underlying risks, which is a pivotal principle of the ASX
corporate governance principle. Further, despite getting complaints on front of quality, the
management did not behave in a responsible and ethical manner and instead continued with
the strategy even though it led to adverse impact on brand (Bhagat & Bolton, 2008).
In case of HIH Insurance, the principle of risk management hailed by ASX was not adhered
leading to continuation of reinsurance based model which was quite risky. Also, the
management did not show ethical and responsible decision making owing to the acquisition
based strategy leading to higher risk. Further, there was violation of principle regarding
disclosure as misrepresentation of financial statement was done so that the current practices
can continue despite being detrimental to company and shareholders’ interest (Mirshekary,
Yaftian & Cross, 2005).
In context of One Tel also, the strategy adhered by management to increase customer base
while making losses was risky and unsustainable and in violation with the ASX corporate
governance principles. The company never the less continued with the same aided by false
disclosures so that the shareholders’ do not intervene with the affairs of the company.
Eventually, the huge losses lead to bankruptcy (Brown & Caylor, 2009).
In all the above cases, it is apparent that while the immediate trigger might be the outstanding
liabilities. However, the key reason for the failure of these companies was the faulty,
irresponsible and unethical management whose policies were wrong and the means to sustain
that were based in violation of all the key principles of ASX corporate governance. Also,
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there was breach of APES 110 by the various accountants and auditors involved in audit and
financial statement preparation for these companies.
Recommendation
In order to avoid a repeat of any of the discussed corporate failures, it is essential to give due
importance to the various measures introduced by various regulators to strengthen the
corporate governance framework in Australia. For the listed companies, it is essential to
comply with the eight principles of corporate governance which ensures that there are enough
checks and balances so as to ensure that any inept practice is disclosed before taking the
organisation to the brink of bankruptcy. Besides, personal liability of directors has also been
enhanced though the duties of directors that have been inserted in Corporations Act 2001
along with punishments for violation of the same (Arens et. al., 2013). It is essential that
more measures in this regards are taken particularly in relation with board composition,
maintenance the independence of the external auditor, board members and the various
internal committees particularly the internal audit committee. Further, the liability on
accounting and auditing professionals must also be enhanced in wake of their active role in
the corporate bankruptcies discussed (Gay & Simnett, 2012). Despite the improvements
made, it is vital that more improvements in strengthening of corporate governance framework
ought to be taken on continuous basis (Clout Chappelle & Gandhi, 2009).
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References
APESB (2010) APES 110 Code of Ethics for Professional Accountants, [online] Available at
https://www.apesb.org.au/uploads/standards/apesb_standards/standard1.pdf [Accessed
September 10, 2018]
Arens, A., Best, P., Shailer, G. and Fiedler,I. (2013). Auditing, Assurance Services and Ethics
in Australia, 2nd eds., Sydney: Pearson Australia
ASX (n.d.) Corporate Governance Principles and Recommendations, [online] Available at
https://www.asx.com.au/documents/asx-compliance/final-revised-principles-complete.pdf
[Accessed September 10, 2018]
Bhagat, S. and Bolton, B. (2008), ‘Corporate Governance and Firm Performance’, Journal of
Corporate Finance, Vol.14, No.3, pp. 257-273.
Brown, L and Caylor, M. (2009), ‘Corporate Governance and Firm Operating Performance’,
Review of Quantitative Finance and Accounting, Vol. 32, No. 2, pp. 129-144.
Clout, V, Chappelle, E and Gandhi, N (2013), ‘The impact of auditor independence
regulations on established and emerging firms’, Accounting Research Journal Vol. 26, No. 2,
pp. 88-108
CPA (2012) ABC learning collapse case study., CPA Website, [online ] Available at
https://www.cpaaustralia.com.au/professional-resources/education/abc-learning-collapse-
case-study [Accessed September 10, 2018]
Gay, G. and Simnett, R. (2012), Auditing and Assurance Services in Australia, 5th eds.,
Sydney: McGraw-Hill Education
Gilbert, W., Joseph J. and Terry J.E (2005), ‘The Use of Control Self-Assessment by
Independent Auditors’. The CPA Journal, Vol. 3, pp. 66-92
Kaplan, R.S. (2011). ‘Accounting scholarship that advances professional knowledge and
practice’. The Accounting Review, Vol. 86, No.2, pp. 367–383.
Mak, T., Deo, H. and Cooper, K. (2005), ‘Australia’s Major Corporate Collapse: Health
International Holdings (HIH) Insurance ‘May the Force Be with You’, Journal of American
Academy of Business, Vol. 6, No.2, pp. 104-112.
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Mirshekary, S., Yaftian, A. and Cross, D. (2005), ‘Australian Corporate Collapse: The Case
of HIH Insurance’, Journal of Financial Services Marketing, Vol. 9, No.3, pp. 249-58.
Monem, R. (2009), The Life and Death of OneTel, Griffith University, [online] Available at
http://www98.griffith.edu.au/dspace/bitstream/handle/10072/42673/74746_1.pdf [Accessed
September 10, 2018]
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