This report discusses the corporate governance and ethics of Corporate Travel Management Ltd (CTD) with a focus on board orientation, agency theory, stakeholder theory, resource dependency theory, and legitimacy theory.
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Running Head:CORPORATE GOVERNANCE AND ETHICS 0 Corporate Governance and Ethics Report on CTD Student Details
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CORPORATE GOVERNANCE AND ETHICS 1 Executive Summary The summary of the “Corporate Travel Management Ltd” along with its history is described in this report. There is an explanation of the corporate governance at CTM. In addition, there are various theories that are followed by the “Corporate Travel Management Limited” has also mentioned in this details of all these theories and communication is described in this report. All the theories that are applied in this company are “Agency Theory”, “Stakeholder Theory” and “Resources Dependency Theory”. In addition, these theories support companies. In addition, there is a description of the interpretation of communication in the CTM with the help of legitimacy theory.
CORPORATE GOVERNANCE AND ETHICS 2 Contents Introduction....................................................................................................................3 Corporate Travel Management Ltd................................................................................3 Corporate governance at Corporate Travel Management Ltd........................................5 Board Composition....................................................................................................5 Independent Non: The Chairman and the Director....................................................6 Remuneration Report.................................................................................................7 Board Orientation...........................................................................................................8 “Agency Theory”.......................................................................................................8 “Stewardship theory”.................................................................................................9 “Stakeholder Theory”...............................................................................................10 “Resources Dependency Theory”............................................................................10 Company Communications Interpretation Though “Legitimacy Theory”..................11 Conclusion....................................................................................................................12 Bibliography.................................................................................................................13
CORPORATE GOVERNANCE AND ETHICS 3 Introduction Corporate ethicsrefers to ethics, which examine the ethical problems and states the ethical principles of the business environment. It is compulsory for the entire organisation to follow all aspects applied to it, as it is the code of conduct for the businesses. Corporate Governancehas enclosed the management of the company, from taking various action planes and it has an internal control on the measurement of the performance (Thomson, 2009). In this report, there is the introduction of“Corporate Travel Management Ltd”. The purpose of this report is to have a discussion on its corporate governance, board orientation with the help of agency theory, stewardship theory, stakeholder theory and Resource theory. In addition, there is the interpretation of the company communication through legitimacy theory. At the end of the report, there are the essential outcomes of corporate governance and ethics at CTM. “Corporate Travel Management Ltd” ‘Jamie Pherous’ founded CTM in 1994 and was established in Brisbane with the team of two members in the staff. The aim of this company was to avail the market innovative global travel managers. The objective of this company is to provide highly personalized services to their clients, developing innovative ideas for them and provide a flexible solution to them. In addition, they offer a positive ROI for travel management services(CTM, 2019). “Corporate travel management Ltd” is one of the largest companies of travel management in Australia. Since 2010, this company started listed on “Australia Securities Exchange” with the code name, ‘CTD’(ASX, 2019).This company provides services
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CORPORATE GOVERNANCE AND ETHICS 4 solutions in the different countries across the global. The headquarters of this company is in Australia. The companyrecent achievementsare “Australian Federation of Travel Agent” awards for 12 times for the “Best National Corporate Travel Management Company” and in 2019, this company had completed 25 years as the successful. In therecent Plans, the company has included the digital platforms. In addition, as per the recent plansof company, there is the tremendous support of company to the leading technologies of the market, which helps in delivering tangible benefits to their stakeholders and provides a good return on the travel investment. They provide the services in corporate travel, sports travel, event travel, resource travel and leisure travel. “Corporate travel management” is providing various travel management programs for businesses. There are various travel policies of the company, which provide an ample number of opportunities for saving. In Sport travel management is the specialised sports travel division of the corporate travel management ltd. They arrange group travels and corporate travels for the sports industry. In Resource travel management is the specialised resource travel division of the CTM, which has the ability to fulfil the needs of the resource sectors(CTM , 2019).In Event management Travel, subsidiary provides services such as event management, venue findings, production management, delegate management, group travel management and strategic meeting management. Corporate governance at “Corporate Travel Management Ltd” Corporate governanceis defined as the system of practices, processes and rules through which the organisation is directed and controlled. It includes the balancing of the company’s stakeholder interests. It provides the framework to the company for attaining the
CORPORATE GOVERNANCE AND ETHICS 5 objectives. In “Corporate Travel Management Ltd” considered the framework of corporate governance as per specified in Principles mentioned by ASX Corporate Governance Council. The following points help to understand the corporate governance at CTM. Board Composition The following principle determines the board composition, which is as follows: The Chairman of the company is Independent Director, which is the responsible leader for the Board members of the company and its work is to conduct the organisation in an efficient manner. In addition, it should promote the directors for the constructive and effective contributions in the company and maintain the relations among the Boards, Directors, and the Senior Executives. In the case, when the Chairman is not an Independent Director then the Board members must appoint the Deputy Chairman who has the responsibility to take actions if the Chairman conflicts. The Board of CTM is compromised with the expertise and experienced members. In addition, Directors of the company should always be more than four, and half of them should be Non-executives Directors and the company for the specific areas appoints no less than four directors. Majority of the Directors of this company are Independent Ones. The Board Members have to implement and maintain the skills matrix. Independent Non: The Chairman and the Director The Chairman of “Corporate Travel Management Ltd”, Tony Bellas is the Independent Non-executive Director. The Directors of the “Corporate Travel Management Ltd” are mostly considered independent and as they are independent, they are free form
CORPORATE GOVERNANCE AND ETHICS 6 management or any other business of the organisation. However, they can interfere in the matters of the organisation independently. There are six board members in the organisation out of which four are considered independent and two of them are executive directors. Tony Bellas, Greg Moynihan, Admiral Robert and Stephen Lonie are the independent directors of the company. In addition, Laura Ruffles and Jamie Pherous are considered to the Executive Directors of the company. Only the board members have the right to decide which Director is considered as independent(CTM, 2018). Source:The Directors of Corporate Travel Management Ltd(ASX, 2019) Remuneration Report The Directors of “Corporate Travel Management Ltd” based on the last financial year presents this ‘Remuneration Report’. The key outline of the remuneration policy and framework for this group had been awarded in the preceding year. The structure of the report
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CORPORATE GOVERNANCE AND ETHICS 7 states the remuneration framework of CTM, elements of remuneration, Executive KMP remuneration details, Executive KMP contractual arrangements, details of disclosures and arrangements for the Non-executive Directors. The Key elements of the remuneration are as follows: Fixed Pay Incentives for short-term performance Incentives for long-term performance through the participation in the “Share Appreciation Rights Plan” Board Orientation Board Orientation refers to the process that helps directors in contributing their tenure and specifies their role to the board governance. Its purpose is to provide important information about the organisation. It specifies the rule and responsibility of the Board. In addition, it should build a relationship among the members of the Board that supports the agreement of the work, they have done. Analyseon the Board Orientation Board Orientations responsibility is of the corporate governance committee. This program gives a detailed company’s information. There are the various theories which are followed by CTM explained below of which “Agency Theory” is most important theory for the Board orientation of the CTM. “Agency Theory” The agency theory refers to the management of ownership. In addition, this theory specifies management assignment from the owners to the managers(Lopes, 2016, pp. 349-
CORPORATE GOVERNANCE AND ETHICS 8 368). This helps inmanaging the agency cost and driving the agency relationships of the firm. In this theory, the firm’s manager works for the self-interest and the wealth maximiser of the firm as the manager of the company. In this, the manager activities are performed for the interest of their own rather than for the interest of the shareholder. Corporate governance of the firm reduces the agency cost. The board works for the identification for the emphasis of the company annual report, which is based on the report for remuneration. The board has the responsibility to be aware for the shareholder requirements. The agency theory is followed by those firms, which have a majority of independent directors. In the Case of CTM, the orientation is following the agency theory principles. Recently, the board composition of CTM has mostly the Non-Executive Directors, which are independent. Most of the directors do not receive the remuneration related to the performance, as they are the part of good corporate governance. The Board aim is to promote the shareholder profits, dividend and company’s growth. The Directors and the Executives remuneration are mentioned in the report. The key communications of CTM are specified in the Remuneration Report, Company Income Statement and Balance Sheet. This agency theory helps to understand the relationship of agents and principles in CTM. The agent of CTM based on agency theory principles, represents all the transactions. In this theory, the company is more interested to do the work in the favour of best interest rather than self-interest. This theory helps in the corporate governance at CTM, as to change the principle’s Interest than also this company use this theory for the organisation. “Stakeholder Theory” Stakeholder theory refers to the theory, which required the identification, response and understanding of its stakeholder's groups. The group of stakeholder involves the customers of the company, company’s creditors, communities and employees of the company(Johansson,
CORPORATE GOVERNANCE AND ETHICS 9 2010, pp. 737-744). In this theory,the role of the corporation is to attend the needs of stakeholders. In the case of CTM, theory is applied to the firm as specified in the board orientation. The theory has ethical and managerial branch, which are used by the CTM .The ethical branch of the stakeholders specifies that the board focus is on the needs of the stakeholder. Most of the directors in this branch are independent that reflects the diversity of stakeholder. The managerial branch of the stakeholder specifies that the board focus is to be motivated and fulfil stakeholder needs, as they are powerful. In addition, key communication is used for voluntary disclosures. “Resources Dependency Theory” This theory states that the firm must control the external resources in an efficient manner. To maintain the links to the resources, the Board members play a significant role. In addition, they add the value to the business by their skills and create their contacts with the groups of educators, policymakers and lobbies(IGI Global , 2019). In the case of CTM, it has constructed the matrix with their superb skills, experience and knowledge. This helps in promoting the company in an effective direction and opens the door for the searching resources. Hence, this theory is applicable to this company. Company Communications Interpretation Though “Legitimacy Theory” “Legitimacy theory” is the mechanism that promotes the company for implementation and development of the environmental disclosure. The theory also suggests volunteering the social aspects. This helps in fulfilling social contracts(Mousa & Hassan, 2014). This ensures that the firmmust be operated with the help of norms and bounds of the community and
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CORPORATE GOVERNANCE AND ETHICS 10 society. This theory supports the organisation to implement the rules and laws specified by society. This theory has the idea, which is based on the social contract that secured the link between the organisation and society. In the organisation, Communication plays an important role in the corporate world and helps in maintaining the professional structure in the corporation. It supports the increment in the sales, retainment of the clients, following the strategies and branding for the corporate. The company makes the design for the communication process. It helps in revealing the meaning and the relationships of the cultural and natural heritage of the society, which is known as interpretation. “Interpretation of company communication” is defined as the combination of principles for communication. Interpretation of corporate travel management limited communications has applied legitimacy theory. In addition, they encourage the organisation for the constructive and open communications that shows they are accessible. The company should treat employees with fairness and equality. In addition, communication helps the company in maintaining the relationships for longer durations with society. This is only possible if the organisation has legitimated for the interest of society. Moreover, this legitimacy has promoted the capital and other resources for the company. Therefore, this theory maintains communication between external and internal individuals with the board. Conclusion From the above discussion, it can be said that the leading company of Australia, the “Corporate Travel Management Ltd” has the effective corporate governance of the organisation and it is listed in the “Australian Securities Exchange”. In this governance, the company has applied various theories to be established in the firm out of which the most
CORPORATE GOVERNANCE AND ETHICS 11 fitted theory for the organisation is “Agency Theory”. In addition, there is the corporate governance with a number of policies adopted by the company. The introduction and summarization of the “Corporate Travel Management Ltd” and the description of the corporate governance at CTM in the above paragraphs is explained. In addition, there is a detail of the board orientation along with the various theories. In this report, the discussion is also on the remunerations committee of CTM, which has the responsibilities for deciding the recommendations for the Board members of the company. In addition, the company communication interpretation has applied the legitimacy theory, which helps in understanding the importance of effective communication in the “Corporate Management travel Ltd”.
CORPORATE GOVERNANCE AND ETHICS 12 Bibliography ASX. (2019, May 22).CTD. Retrieved from ASX: https://www.asx.com.au/asx/share-price- research/company/CTD CTM. (2019, May 22).Corporate Travel. Retrieved from CTM: https://www.travelctm.com/what-we-do/corporate-travel/ CTM. (2019, May 22).Resource Management Travel. Retrieved from CTM: https://www.travelctm.com/what-we-do/resource-travel/ CTM. (2019, May 22).Sports Travel Management. Retrieved from CTM: https://www.travelctm.com/what-we-do/sport-travel/ CTM. (2018, August 22).2018 Corporate Governance Statement.Retrieved from CTM: https://www.travelctm.com/wp-content/uploads/2018/08/2018-08-22-2018-Corporate- Governance-Statement.pdf CTM. (2019, May 22).The CTM Story. Retrieved from CTM: https://www.travelctm.com/who-we-are/services-heading/ ETM. (2019, May 22).Event Management Travel. Retrieved from ETM: https://www.traveletm.com.au/ IGI Global. (2019, May 22).What is Resources Dependence Theory? Retrieved from IGI Global: https://www.igi-global.com/dictionary/resources-dependence-theory/51655 Johansson, R. G. (2010). Management for sustainability – A stakeholder theory.Total Quality Management & Business Excellence, 21(7), 737-744. doi:10.1080/14783363.2010.483095
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CORPORATE GOVERNANCE AND ETHICS 13 Lopes, H. (2016). Agency theory and social interactions at work.Review of Social Economy, 74(4), 349-368. doi:10.1080/00346764.2016.1171381 Mousa, G. A., & Hassan, N. T. (2014, January). Legitimacy Theory and Environmental Practices: Short Notes.International Journal of Business and Statistical Analysis, 41- 53. Schillemans, T., & Bjurstrøm, K. H. (2019, Feb 8). Trust and Verification: Balancing Agency and Stewardship Theory in the Governance of Agencies.International Public Management Journal, 1(1), 2-10. doi:10.1080/10967494.2018.1553807 Thomson, L. M. (2009, January 18).What is corporate governance?Retrieved from The Economics Times: https://economictimes.indiatimes.com/money-you/what-is- corporate-governance/articleshow/3995278.cms?from=mdr