Corporate Governance and Risk Management - Analysis of Wesfarmers Limited
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This essay provides an analysis of corporate governance and risk management in Wesfarmers Limited, a leading Australian organization. It discusses the company's overview, advertising value, core values, past history, and required key areas of skill. The essay also examines the company's corporate governance documents and policies.
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Running head: CORPORATE GOVERNANCE AND RISK MANAGEMENT0 corporate governance and risk management MAY 28, 2018 student details:
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CORPORATE GOVERNANCE AND RISK MANAGEMENT1 Executive Summary- The stakeholders of the company expect the good corporate governance. The corporate governance is linked with the control over the activities and effective control over the corporate sector. The corporate governance describes the issues related to the application of good corporate governance and responsibilities of shareholders. It monitors the policies, practices, activities, functions of the stakeholders and decisions of the company. The corporate governance presents the challenges at the various levels of the company. The board of Wesfarmers limited is a solid supporter of good corporate governance. The corporate governance is strengthened by the corporate governance of the Wesfarmers limited. The main object of the governance board of the Wesfarmers limited is render pleasing return of the investment of the stakeholders of the company. The governance board of the Wesfarmers limited compels to accomplish responsibilities and duties in the best interest of the company and the stakeholders of the company.(Babb, 2017). In this essay, these very concepts have been explained in detail, and to explain the corporate governance, the corporate governance of the Wesfarmers limited is analysed. Introduction- The corporate governance refers to the process by which corporation is directed and controlled. The corporate governance balances the interest of shareholders, clients, dealers, management of the company, investors, government and various communities (Bainbridge and Henderson, 2018). It also includes the process which helps to achieve pre-determined objects of the corporation. The board of directors (BOD) of company are liable for the corporate governance. It is a duty of shareholders to make an appointment of auditors and the directors. The shareholders of the company are required to ensure the good corporate structure in the workplace of the corporation. The corporate governance is about the
CORPORATE GOVERNANCE AND RISK MANAGEMENT2 performance of the functions or actions of the board of directors (BOD) and values of the company set by them. In the following parts, the corporate governance of an Australian company Wesfarmers is discussed and critically examined (Bottomley, Hall and Spender, 2017). Corporate governance of Wesfarmers limited- The corporate governance of the Wesfarmers limited is examined in the following parts- An Overview of Wesfarmers limited- In Australia, Wesfarmers limited is one of the leading organisations. The headquarters of Wesfarmers limited are situated in the Perth, Western Australia. In 1914, the Westralian Farmers Cooperative limited was formed as Cooperative Corporation by the Farmers and Settler’s Association of Western Australia. Later, in 1984 it was formed as Wesfarmers limited and listed in the Australian Securities Exchange as a public company. Now it has many hotels, supermarkets, coal mining, gas processing, chemicals, energy distribution, stores, home care stores, office supplies and the departmental stores. The Wesfarmers limited is one of the biggest organisations which has more than 210,000 employees and approx 500,000 shareholders (Campbell, 2017). The main objective of the company is to provide appropriate return to the shareholders of the company. The purpose of the company is to satisfy the customers and make them happy by fulfilling their requirements by providing the goods and services at reasonable price. The company gives protection to the shareholders and provides them opportunity for the future growth and the success. The founders of the company emphasis on the good corporate governance of the company. The annual report of the Wesfarmers limited indicates that the board of directors (BOD) are reliable for giving the adequate gain to the shareholders and
CORPORATE GOVERNANCE AND RISK MANAGEMENT3 ensures the roles and responsibilities in making good corporate governance of the company (Clarke, 2017). The company has key corporate governance documents such as corporate governance statement 2017, Appendix 4G and Wesfarmers constitution. The corporate governance statement of the company describes the role and responsibilities of the board of directors (BOD). The Appendix 4G defines the key disclosure of the corporate governance council principles and recommendations. The entity is required to lodge Appendix 4G at the same time when it lodges the annual report of company. The Wesfarmers constitution defines the whole company. Wesfarmers limited compiles with law, rules and regulations of the country in which it operates its business, performs functions in the ethical way and follows the principle of honesty, principle of integrity, principle of respect and the principle of fairness. There are some improper conducts like bribery. It considers serious offence for the company as well as an individual. It is not consistent with value of Wesfarmers limited (Corkery and Taylor, 2018). Following are the purpose of the policy of Wesfarmers limited- 1.DecidetherolesandresponsibilitiesoftheWesfarmersgroupcompaniesand personnelof thecompanytostop thebriberyandotherimproperconductor misconduct. 2.Give the information about the code of conduct. 3.Give the directions to identify and deal with improper conduct, bribery or corruption. This policy is applicable to the all Wesfarmers group such as the directors and the employees of the Wesfarmers group companies. It cannot be amend without the previous permission of the Wesfarmers board. The operations of Wesfarmers extend to the countries outside Australia because of the diversified nature of operations of Wesfarmers limited. This policy
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CORPORATE GOVERNANCE AND RISK MANAGEMENT4 makes sure that the inconsistency of anti-bribery policies of different divisions or units of the Wesfarmers limited (Davis, 2018). There are various requirements which are required to be fulfilled by the employees of the company such as- 1.The employees should understand the policy and comply with the policies. 2.The personnel should not take, give or demand the bribes or other payments which are prohibited. The bribery can be in any form. It can be monetary or non-monetary. The bribe may include the contribution to political and charitable trust, loan and advances, non-cash gifts, business proposals, opportunities to get job or employment and facilities.Briberycanbeindirectthroughthemediators,agentsandtheother associates. 3.Wesfarmers limited never approves any offer and request of unauthorised payment or improper payment. 4.The personnel of Wesfarmers limited should not take, give or accept the secret commissions. The secret commissions arise when the workers of the Wesfarmers limited make the offer or provide the commission secretly to the agents or any other authorised person or the clients of the company. The agent or the authorised person does not disclose the secret commission to their principal. It is not in the interest of the company. 5.The employees should not involve in the money laundering. Money laundering refers to a way by which an individual or an entity hides the facts of the existence of the illegal sources of the revenue. 6.The employees are required to comply with procedure of reporting and approval to accept gift, entertainment or the hospitality. The practices in relation to accept or give or demand the gift, entertainment or the hospitality are different from one country to another country. It may be acceptable in one country and on the other hand non
CORPORATE GOVERNANCE AND RISK MANAGEMENT5 acceptable in another country. So the workers of the Wesfarmers and the Wesfarmers group apply this approach or policy prudently in the best interest of the company. 7.The employees should not take, give or demand the gifts, entertainment or the hospitality from or to the public or the leaders or government officers without the authorisation from the anti-bribery officers. 8.The gift, entertainment and hospitality should be accepted in the some conditions such as in the open, simple and transparent method and it is for the purpose of the general relationship building. The gift, entertainment and the hospitality should not include cash, cash equivalent and the loan and advances. 9.The chief executive officer and the managing directors of the business unit or the division and the managing directors of the Wesfarmers limited can set out the financial limit on the acceptance of the gift, entertainment and the hospitality. When the gift, entertainment and hospitality are to be accept above the set financial limit then it is the duty of the chief executive officer or the managing director of the Wesfarmers limited to record in the gift, entertainment and hospitality register of the company. 10.For the donations and the sponsorship, the employees are required to take approval from the relevant authorities. 11.When the employee deals with the parties then it is necessary to keep proper records. 12.The personnel should be vigilant. They are required to act with care and the diligence. 13.The personnel of the company should act in the good faith (bona fide). 14.The workers of the company are required to perform their functions in the proper way. 15.In the respect of the policy, the employees are required to report the doubtful behaviour and breaches of duties.
CORPORATE GOVERNANCE AND RISK MANAGEMENT6 For the better implementation of the policies, there are following responsibilities of the division or unit of the Wesfarmers limited- 1.The division or business unit must appoint the anti-bribery officer. The anti-bribery officer should apply and monitor the anti-bribery policy for the division or the business unit. 2.They should make sure that these anti-bribery policies should reviewed timely by the corporate solicitors office and the anti-bribery officer of the division and the business unit before its implementation. 3.The division and business unit should provide and describe the anti-bribery policy to the employees of that division and the business unit. 4.They should make sure that anti-bribery policy can view and download from the intranet site of the business unit or the division. 5.The division and business units are required to give annual report on the anti-bribery matters which are required under compliance reporting policy of the Wesfarmers limited (Farrar, 2017). Advertising value of company- The main focus of the company is to ensure strong capability to manage, execution and the day to day operational functions. The company makes focus on the environment’s protection. It provides the safe environment for the workers, gives reward to the employees for the better performance and gives the opportunity for the future growth of the employees of the company. It contributes towards the growth and wealth of the nation to take the chances of the business expansion (Francis, 2018). The Wesfarmers limited continues to make focus on the rights of individual and ethical sourcing, mainly in respect of the supply chain transparency. It also continues to focus on the
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CORPORATE GOVERNANCE AND RISK MANAGEMENT7 climate change flexibility. The company makes effort to reduce its footprint. The Wesfarmers limited delivers the problem’s solution to help the customers. The report of the Wesfarmers specifies the broad range of the customers, clients, workers, dealers, financers and the governments. It defines the roles and responsibilities of the workers, financers, dealers, investors and the government (Guo, 2018). The Wesfarmers limited plays the most important role in supporting the United Nations Sustainable Development Goals (SDGs). SDGs identify the role of business to achieve targets of the company. The agenda of United Nation Sustainable Development Goals (SDGs) represents the necessity to finish poverty, fight inequality and the unfairness. The core values of Wesfarmers limited – The divisions and business units of the Wesfarmers have the different culture. These business units and division run their own separate business. The core values of the company help to drive all the business in the different culture (Hussain, Rigoni and Orji, 2018). These four core values are the following- 1.Integrity- the staffs and management of the Wesfarmers are required to deal, perform functions and act in the ethical way. They should be honest in dealing with others. 2.Openness- the personnel are required to give their feedback and innovative ideas with openness and honesty. They should be honest and open in the reporting. They should accept the blunders made bythem in day to day operation and should learn from their mistakes in day to day operations. 3.Accountability- the accountability refers to the substantial delegation of the authority and decisions making to the business units and the divisions. The management and workers of the company are responsible for their performance. They contribute to protect and enhance the reputation and goodwill of the company.
CORPORATE GOVERNANCE AND RISK MANAGEMENT8 4.Boldness- the directors, staff and management should be bold to take or accept the challenges. They should take decisions with the boldness for the future growth and the expansion of the business. They should keep and encourage the fearless environment in the company. Required key areas of skill- 1.Being commercial- The talent, skill, awareness, information and experience are essential to make plans and make decisions related to the business. 2.Deliver outcomes- the particular implementation of the talent and skill and their execution required to render greater results. 3.Engagementofpeople-thecommunicationskillsarenecessarytoaffectand encourage people to render greater results (Hussey and Ong, 2017). Past history of Wesfarmers limited – The formation of Wesfarmers was demanded by the rural workers union so that they can get better pay scale and less office hours. Later, it was formed as the Wesfarmers limited in 1984 (Kilroy and Schneider, 2017). In 2008, Wesfarmers limited issued US senior notes at the first time by raising US$ 650 million. It led a renounceable right issue by raising $2.5 billion (Plessis, Hargovan and Bagaric, 2018). In December 2011, the board of Wesfarmers limited permitted the extension the production limit of ammonium nitrate $550 million in Kwinana and the Western Australia (Miller and Jentz, 2017). In August 2014, Wesfarmers limited declared the purchase of work wear group of the pacific brands for $180 million. It includes Kinggee, Stubbies and the Hardyakka brands. This
CORPORATE GOVERNANCE AND RISK MANAGEMENT9 purchase of work wear group of pacific brand was finalised in December, 2014 (Shailor, 2018). After the acquisition of the pacific brand’s work wear group, in June 2015 Wesfarmers limited declared the purchase of the gas producer and processor quadrant energy holdings for US$ 100 million. In August 2015, Wesfarmers declared an organisational restructure to make group of its three industrial businesses such as chemicals, energy and fertilisers; resources (WesCFF) and Industrial and safety (WIS) in only one new business division (Lydon, 2017) . In January 2016, Wesfarmers declared the purchase of home improvement and garden retailer homebaseofhomeretailgroupinUKfor340million.Thisacquisitionofhome improvement and garden retailer home base was finalised in the February 2016. In February 2016, new division for department stores Kmart and Target has been established by the Wesfarmers. This new division will assist Kmart and Target to get opportunities of keeping and developing these iconic Australian brands (ASIC, 2017). In February 2017, the Wesfarmers limited opens a new home improvement and garden store having 30000 products. Bunnings group takes renowned fund raising Sausage sizzle in the United Kingdoms. In June, Wesfarmers limited opens four pilot stores which generate 120 new jobs. The England rugby union legend kyran bracken joins the celebration of opening ceremony. Bunnings which is famous Australian retailer of the home improvement and outdoor living products purchased home base for£340 million in February 2016 (Kotler, Burton and Deans, 2015). The organisation of Wesfarmers group makes plan to invest£500 million in Bunning warehouse in United Kingdoms and Ireland in three to five years. Now Wesfarmers limited has many hotels, supermarkets, coal mining, gas processing, chemicals, energy distribution, stores, home care stores, office supplies and departmental stores (Kingsbury, 2018).
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CORPORATE GOVERNANCE AND RISK MANAGEMENT10 The Material issues raised by Wesfarmers- The material issues describe important social and environmental impact. They affect the assessment and decisions of the shareholder (Aras and Aluchna, 2018). The Wesfarmers limited draws an attention towards following material issues- 1.The main issue which is to be focused is to provide safe workplace for employees. 2.To provide opportunities to the employees of the company to enhance their job performance. 3.To give opportunities to the personnel to develop their career. 4.To give rewards to the personnel of the company. 5.To give the attention to the gender diversity. 6.To create the healthy corporate culture in the work place of the company. 7.To create respectful and strong relationship with dealers. 8.To make sure to maintain discipline in the workplace of the company by the employees and the management. 9.To provide all possible assistance to the workers of the company. 10.To form an open door policy in the organisation. 11.To make policy for easy and simple communication between the employees and the management of the company. 12.To resolve the disputes and issues arise among the employees or management of the company. 13.To improve social and environmental practices with dealers. 14.To make efforts to source the products in a responsible way at the time of dealing with the dealers. 15.To keep focus on the communities in which company operates the business.
CORPORATE GOVERNANCE AND RISK MANAGEMENT11 16.To make a positive contribution to the various communities in which organisation operates business. 17.To make sure that products which are to be provided to the customers are safe. 18.To make efforts to decrease the business’s emissions intensity. 19.To make efforts to improve their flexibility towards the change of the climate. 20.To make efforts to reduce the wastage of the landfill. 21.To make efforts to not to waste the water. 22.To maintain robust corporate governance policies in the businesses of the company (Sullivan and Goulson, 2017). The Wesfarmers limited inherited in the business of the gambling at the time of the acquisition of the Coles in 2007. The Queensland also purchased to have competition with the Woolworth in respect of the business of liquor. The Wesfarmers limited enters into the pokies because Queensland directs to have own hotel mandatory to retail the liquor. The issue of the pokies is required to reform (Wang, 2017). Conclusion- As per the above analysis it is clear that the Wesfarmers group operate their business as per the law, rules and the regulations. For Wesfarmers limited, honesty, fairness and the integrity are major parts to operate the business in the various business division and the business units. There are some practices which are the inconsistent with the core values of the company such as the corruption and the bribery. The Wesfarmers limited has made a strict policy which does not permit the personnel or the management to enter into the corruption and take, give or accept the bribe. The Wesfarmers limited sets the internal and the external goals in respect of the major issues. The important issues of the Wesfarmers limited are handled at the divisional level of company. It is seen by the company’s board (Wesfarmers board) and the divisional board as per the regular reporting.
CORPORATE GOVERNANCE AND RISK MANAGEMENT12 Reference Aras, G., and Aluchna, M. (2018)Women on corporate board: An international perspective. Melbourne: Pearson Education Australia Pty Ltd. ASIC. (2017)CorporateGovernance. [online] Available from: http://asic.gov.au/regulatory- resources/corporate-governance [Accessed 28/05/2018]. Babb, J. (2017) Rural life: Sandalwood a balm for forgotten farmers.Journal of news weekly, 15(3), pp. 31-38. Bainbridge, S. M., and Henderson, M. T. (2018)Outsourcing the board: how board service providers can improve corporate governance.Cambridge: The Cambridge University press. Bottomley, S., Hall, K., and Spender, P. (2017)Contemporary Australian corporate law. Cambridge: The Cambridge University press. Campbell, J. (2017) Insight from the company monitor: Wesfarmers.Journal of equity, 31(8), pp. 16-25. Clarke, T. (2017)International corporate governance: A comparative Approach. Australia. The Australia press. Corkery, J. F., and Taylor, M. E. (2018)Gender balance in Australian boardrooms. Sydney: Bloomsbury Publishing. Davis, N. (2018) the future relationship between technology and inequality.Insights on inequality, 110 (55), pp. 132-152. Farrar, J. H. (2017)Corporate governance in Australia. Oxford: Oxford university press. Francis, R. D. (2018)Ethics and corporate governance. Sydney: University of New South Wales. Guo, Q. (2018)Rhetoric in financial reporting: evaluation of ISA 720. Australia: The Australia University press. Handley, K., Ross, A., and Wright, S. (2018)The same or different: how women have included in corporate leadership in Australia. Australia: The Australia University press. Hussain, N., Rigoni, U., and Orji, R. P. (2018) Corporate governance and sustainability performance: analysis of triple bottom line performance.Journal of business ethics, 149(2), pp. 411-432. Hussey, R., and Ong, A. (2017)Corporate financial reporting. Oxford: Routledge.
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CORPORATE GOVERNANCE AND RISK MANAGEMENT13 Kilroy, D., and Schneider, M. (2017) Valuing the current strategy.In customer value, shareholder wealth, community wellbeing,25(5), pp. 109-141. Kingsbury, D. (2018)Western Sahara: international justice and natural resources. Oxford: Routledge. Kotler, P., Burton, S., and Deans, K. (2015)Wesfarmers:Strength through diversity. Melbourne: Pearson Education Australia Pty Ltd. Lydon, J. (2017) Anti-slavery in Australia.History compass, 15(5), pp. 17-26. Miller, R., and Jentz, G. (2017)Business Law Today: The Essentials. Cambridge: The Cambridge University press. Plessis, J. J., Hargovan, A., and Bagaric, M. (2018)Principles of contemporary corporate governance.Cambridge: The Cambridge University press. Shailor, G. (2018)Introduction to Corporate Governance in Australia. Melbourne: Pearson Education Australia Pty Ltd. Sullivan, R., and Goulson, A. (2017) the governance of corporate responses to climate changes.Business strategy and the environment, 26(4), pp. 413-425. Wang, S. (2017) Corporate Retailing.The international encyclopedia of Geography, 32(6), pp.111-118.