Governance Ethics and Risk Management in Frasers Group plc

This report analyzes the corporate governance, ethics, risk, and possible risk responses of Frasers Group plc, a British sports retailer. It provides an overview of the company, its board committees, and its ethical values. The report also discusses the importance of risk management and the role of ethics in effective risk management.

Governance Ethics and Risk
Management

Table of Contents
INTRODUCTION......................................................................................................................3
MAIN BODY.............................................................................................................................3
Overview of the company......................................................................................................3
Corporate governance ............................................................................................................4
Frasers PLC Board Committes...............................................................................................5
Ethics......................................................................................................................................7
Risks and possible risk responses...........................................................................................9
CONCLUSION........................................................................................................................10
REFRENCES...........................................................................................................................11
Books and Journal................................................................................................................11

INTRODUCTION
Corporate Governance and ethics are the comprehensive and interdisciplinary practice
of the management that help the companies in effective management and control to avoid
risk. In the corporate world there are thousands of risk faced by the company on daily basis
for which every organisation has improvised the governance and ethics in their policies to
management the risk effectively (Adnan, Hay and van Staden, 2018). The emphasis is on
managing risk and the function it plays in an entity's internal control. The board's
"negotiating in good faith" and "one of acre" obligations clearly place risk mitigation inside
the governance of a corporation. Excellent risk management necessitates good ethics, which
necessitates strategy. From a favourable standpoint, this means: First, in order for a business
to effectively manage its risks, everybody who promotes that organisation must adhere to
high ethical standards. Is corporate governance is the mixture of rudeness possibilities,
procedure or the laws by which the organisational operated regulated or controlled by the
government. In another term as is it can be said that corporate governance is the combination
of mechanism and relation with a used by the different kind of bag is in order to control and
operate a corporation. The report is based on the “Frasers Group plc”, a British sports retailer.
The company is based in Shirebrook, England and is known for selling sports equipments,
clothings, sportswear and many other sports related items. In the report there is analysis of
organisation in context of corporate governance, ethics, risk and possible risk responses.
MAIN BODY
Overview of the company
Frasers Group plc that is commonly known as the Sports Direct International plc is
the well known British retail and intellectual property group and is part of the Frasers Group.
The company is famous for trading the sports direct brand in both way physical outlets and
online . The company owns many other retailers such as Jack Wills, Evans Cycle, GAME,
Lillywhites and many more. The company is part of several industries such as electronics,
sports, textile, cosmetics and many more but among all these the company is famous for
selling sports related items. The company was established in 1982 by the founder Mike
Ashley in the UK as the largest sports-goods retailer and currently is operating approximately
670 stores all across the globe. The business model of the Frasers is operated at low margins.
In a business of the Frasers group there is hug place for the corporate governance and ethics

and with that company is changing the face of retail. With the effective risk management
strategies of the company the employees and employers are striving forward to diversify the
portfolio and elevate the stores. The company has three principles i.e. Think without limit,
Don't hesitate and Own it. Apart from this according to different kind of organisation as well
as according to the United Kingdom corporate governance is the kind of system through
which the organisation are directed in control and there are different kind of responsibilities
of the board that include setting the organisation aims and provide the appropriate leadership
in order to put them into effect as well as monitoring the management of the business so that
they can accomplish their goals and improve their capabilities
Corporate governance
The Board of Frasers plc is dedicated to maintaining excellent governance practices.
The Financial and Corporate governance Report gives a summary of how the Board
implements the Corporate Governance Code's Guidelines (the Code). The Appointments and
Supervisory Board is in charge of ensuring that the Code is followed, and it gets daily
feedback and submits its results to the Corporation (Danoshana and Ravivathani, 2019). For
the Frasers group corporate responsibility is central for the elevation of any business strategy.
The company's corporate governance focus on five categories people, health and safety,
community, customers and most important environment. And it is very important for them to
implement the diversity and inclusion in their corporate governance for growth and to
promote diverse and talented community all across the globe. The organisation of following
different kind of principles as well as guidance so that they can set a appropriate disco
governance code and maintain an appropriate consistent level of corporate governance that
can be applied throughout their operations risk that can be reduced and managed by the
company. This will help them to enhance their practising and also helps them to improve
their reputation in the marketplace in order to achieve their goals and objectives. "Corporate
Governance" is the essential pillar that governs how organisations are conducted on a day-to-
day basis, taking into account all interests of shareholders (stockholders, administration,
providers, and so on). The phrase refers to a firm's system of internal control, which is
designed to assist managers and others in charge of operating the business in working for the
benefit of the shareholders.. There are three principles that are relevant to corporate
governance that accomplish maximum shareholders Weld that are attributed to 3
fundamentals which are below mentioned:

 The capability of investors to express their concerns and ideas about the company's
operations with little inconvenience.
 The organization‘s behaves in a honest manner and impartial capacity toward all
stakeholders in order to achieve the most effective operation of the organisation.
 Consistently high-quality financial reporting to guarantee that investors receive all
important information in a timely and verifiable way, resulting in the most profitable
resource and capital allocation (Anginer and et. al., 2018).
Fraser three principles that are also the core values for the daily operations at global level
have helped it to establish a solid and fair structure for operating the firm in all of its
markets. At the centre of administration is the Board of Directors, which consists of the
Non executive Chairman, senior independent director, and chief Executive and tax
strategy who give impartial analysis of the organization's purpose while contributing
insight to the plan. Furthermore, a prominent Individual Director joined the board to
guarantee that all disagreements between management and shareholders are addressed in
the interests of the shareholders, preventing any "activity difficulties" or administration
"front running" of investor capital.
Frasers PLC Board Committes
Audit committee: In the Frasers plc organisation the audit committee goal is to ensure that
the risk management rules and principles for the organisation are appropriate for the
organisation or not. Apart from this they are ensuring that the principles are consistently
updated in order to keep risk management of Frasers plc in an appropriate manner with their
strategy so that they can maintain the management in the organisation. Apart from this the
audit committee is much committed and liable for recommending the appointment of an
individual or external auditors for the financial year auditing and enquiries so that they can
conduct investigation and advise on matter That have raised concern in the company.
The Remuneration Committee: The remuneration committee is much responsible as well as
liable for analysing the compensation agreement of the senior management of the
organisation. Furthermore, the committee is also responsible for analysing the appropriate
framework of compensation that required to be extended out to executive member so that the
committee can retain the most in effective competent end effective executive management for
the organisation in order to achieve their goals and objectives (Van Greuning and Bratanovic,

2020). In addition to this the remonstration committee said the incentive for specification in
the organisation for the senior management as well as for the deliberate so that they can
concentrate on the Long term profitability In order to improve the capabilities of the
organisation.
The Corporate Responsibility Committee: The corporate responsibility committee is that
committee that was established in the 2012 and that helps the organisation to set the
appropriate principles of the organisation act 2006 so that they can go and they’ll scope of
oppression in the company. In addition to this this committee helps the company to ensure
that the organisation is conducting their activities in an sustainable manner so that they can
benefits the communities and environment. Moreover, the corporate responsibility committee
considered the impact of corporate action for these subsidies on the ethical culture which are
present across every market of operations.
The Nominations Committee: The Nominations Board is the firm's beating heart. It is largely
responsible for all management-related issues. In provisions of the Companies Act 2006, the
board ensures that top management on the board have the necessary skills to release their
responsibilities, endeavour a vision for the attainment of objectives, and maintain appropriate
balancing act among executive and non-executive directors in order to sustain the
organization's independence. Furthermore, the committee oversees frequent management
evaluations to ensure that the board's strong leadership is not threatened.
The Disclosures Committee: The committee ensures that the financial accounts are
consistent and checkable, as well as scrutinising yearly reports to verify that accounting
estimations or rules are not unsuitable for the consideration of different concerns (including
cash flows leasing). The council is also looking into putting in place a system within the
company to manage "significant classified government information" and how it should be
released.
At the Executive Management level, the Corporate Governance framework is
confined to the Board, the Board's membership, and the committee constituted to assess their
particular subjects. Frasers plcensures that every business will have its own strategic plan to
improve productivity and assist accomplish the company's vision when it comes to business
governance on a business model level (Musallam, 2018).

Ethics
Consumers, residents, organizations, and advocacy organisations regard Frasers plc as a
much more ethical firm. Firms that operate with a dedication to doing business ethically have
been shown to have much greater profit and circulation than businesses operating unethically.
In the marketplace the businesses are become more aware of the instant impact of ethical
standards on stakeholders so it does become very important for the Frasers plc organisation to
taking theoretical responsibilities in an appropriate in more serious manner so that they can
adapt the business behaviour in an appropriate manner and achieve their goals and objectives.
As the desk organisation are doing a live with every zero our contract and trading fairly in the
marketplace so that they can maintain their effectiveness in the marketplace in order to
achieve their goals and objectives. Being an large organisation, the company. Frasers plc is
responding to the particular appropriate ethical pressure that helps them to improve their
capabilities. The organisation is doing fair trade in the marketplace apart from this they’re
also insuring and taking care of global warming and waste of product (Pérez-Cornejo, de
Quevedo-Puente and Delgado-García, 2019). Is it responds towards the ethical pressures the
organisation introduce a corporate social responsibility is activity that helps them to follow
appropriate ethical practices in the organisation in order to improve their efficiency as well as
improve their corporate image in the marketplace. The company implement different kind of
ethical activities in the and also formulate different kind of policies that drawn up in order to
implement ethical practices in the company. In addition to this the organisation also
implementing ethical activities like whistle blowing policy is, recruitment policies,
disciplinary policies that will help them to maintain appropriate environment in the
organisation and become an organisation that is more ethical and more of your father
different stakeholders like suppliers, Customers, shareholders in different kind of pressure
groups. The company Frasers plc is doing and conducting different ethical activities because
it is the way of doing business that helps them to maintain their ethical activities in the
organisation and in the recent here it has become very important for the organisation due to
increasing utilisation of global supply chains like sports and intellectual property brand. And
the company Frasers plc is coming under pressure because they want to ensure the
satisfactory working condition in the organisation for the workers and they are a Dearing to
the ethical trade so that they can maintain theoretical activities in the company. From the
investigation it has been analysed that Frasers plcorganisation are seen as more and effective
ethical organisation by consumers, citizens and communities and pressure groups so that they
can increase their profit as well as their turnover that helps them to achieve their targets. In

addition to this the company Frasers plc has set up different kind of principles as well as their
own codes of ethics then helps them to get more benefits for the organisation as well as for
the stakeholders in order to add significant value towards the business (Bae and et. al .,
2018). The Frasers plc organisation has introduced different kind of directives
Unemployment in the workplace that helps them to comply with EU legislations and that will
create positive impact on the customers, employees, suppliers, communities, owners and
different kind of shareholders. Desk organisation adapt business behaviour in order to taking
their article responsibilities in them more appropriate manner. Apart from this the Frasers plc
company also built ethical values into their core values and their mission statement that will
going to support them to improve their ethical operations and improve their understanding
which is associated to the article direction within the organisation . In order to improve
theoretical operations in the organisation the company also launch new assistance as well as
guidance policy is as well as code of conduct That will help them to represent that how the
activities within the organisation are required to be carried out (Elamer and et. al ., 2018). Old
policies were updated as well as modified and the organisation are constantly doing to keep
up with more ethical activities in the organisation so that they can maintain their protocol to
do the same activities in the marketplace again and again or in an constant manner. Apart
from this in order to ensuring that they are operating ethically in the company the
organisation are also conducting and providing training and support to raise their workers
awareness in context of ethical activities and it the organisation are also improving the
capabilities of their workers to use the policies which are the doubled by the company. There
are different kinds of ways through which the Frasers plc company can improve that takes of
their operation that are below mentioned:
 Possessing a well-defined corporate governance framework. Paying huge pay and
benefits to Frasers plc directors exclusively, insiders in Frasers plc shares, unjustly
disabling or voting new members to the BOD, or even unequal treatment of the
company's shareholders are all examples of how Frasers plc might be immoral in
terms of corporate governance. Frasers plc must ensure that all employees get equal
salary and incentives, and that all stockholders are treated equally. This will aid in the
improvement of their activities' ethics.
 Applying codes of conduct to control attitude and behaviour across the organisation.
"Business Code of Conduct Defines is meant to support and defend individuals as we
go about our job for Frasers plc," Frasers plc Code of Business Conduct declares.

Frasers plchas business policies in place to guarantee that they behave ethically as an
organisation, but every employee has an ethical obligation on behalf of the firm.
Frasers plccan stay ethical by following correct business procedures, which attracts
customers to buy in an atmosphere where all stakeholders are treated fairly. As a
result, the company's ethics are improved (Kuye, Sulaimon and Odiachi, 2020).
 Frasers plc efficiency can be improved if they enhance their ethical behaviour.
Minimizing losses, for example, can aid in increasing efficiency. This has an
influence on a variety of stakeholders, including pressure organisations, communities,
and people, who'll be happier and healthier pleased as a result of Frasers plc ethical
practises.
 Frasers plc development of ethical attitude fosters esteem inside the organisation. This
has an influence on a variety of stakeholders, including workers, customers, and
community, who will be happy as a result of their involvement with the firm. It will
also have an influence on suppliers, promoting respect between them and Frasers
plcwhile also boosting external relationships.
Frasers plc has demonstrated that they can successfully adhere to relevant regulations and
rules of practise. Take, for example, UK and EU law. The capacity to comply with such
legislation has ramifications for stakeholders as well as the firm. Frasers plc adherence to the
law demonstrates that they trade properly and do not abuse their consumers or suppliers. This
ethical behaviour fosters a pleasant environment for all parties involved.
Risks and possible risk responses
Operational risk, Human capital risk, Liquidity risk, compliance risk, investment risk
and many other risks are faced by the Frasers group in their current financial year. But, the
company is still managing to mitigate all such risk through effective risk management. The
company has ensured that in prudent financial structure that are facing liquidity and are
covenants of loan agreements (Alabdullah, Ahmed and Muneerali, 2019). But the manager is
giving possible risk responses by complying with policies that increase fund availability and
its appropriate utilization. The company is currently under the human capital risk with is huge
problem for the Frasers group because while operating on such large scale human capital is
essential. To mitigate this risk the manager of the company has place a system for the career
planning and development and also there is regular remuneration conducted with benefits of
Benchmarking KPI to retain talent. Technology is providing the digital disruptions and

creating the challenges for the Frasers in grabbing the future digital technology opportunities.
This technology risk reducing the elevation and growth of company in digital capabilities.
For this the company has installed a critical IT systems, raise IT security and awareness as a
response to this risk (Nalukenge, Nkundabanyanga and Ntayi, 2018).
CONCLUSION
From the above mentioned report it has been analysed that corporate governance is
very important for the every organisation because it is a collection of rules, procedures or
principles that will help the organisation to control their capabilities as well there operations
in the organisation. There are four pieces of corporate governance that is people, procedure,
performance and purpose and it is very important for the company to take care of every
corporate governance in order to achieve their goals and objectives. In order to improve their
capabilities it is very crucial for the company to adapt ethical activities in the company so that
they can achieve their goals and objectives and overcome the risk factors which are facing by
the organisation.

REFRENCES
Books and Journal
Adnan, S.M., Hay, D. and van Staden, C.J., 2018. The influence of culture and corporate
governance on corporate social responsibility disclosure: A cross country
analysis. Journal of Cleaner Production, 198, pp.820-832.
Danoshana, S. and Ravivathani, T., 2019. The impact of the corporate governance on firm
performance: A study on financial institutions in Sri Lanka. SAARJ Journal on
Banking & Insurance Research, 8(1), pp.62-67.
Anginer, D and et. al., 2018. Corporate governance of banks and financial stability. Journal
of Financial Economics, 130(2), pp.327-346.
Van Greuning, H. and Bratanovic, S.B., 2020. Analyzing banking risk: a framework for
assessing corporate governance and risk management. World Bank Publications.
Musallam, S.R., 2018. The direct and indirect effect of the existence of risk management on
the relationship between audit committee and corporate social responsibility
disclosure. Benchmarking: An International Journal.
Pérez-Cornejo, C., de Quevedo-Puente, E. and Delgado-García, J.B., 2019. How to manage
corporate reputation? The effect of enterprise risk management systems and audit
committees on corporate reputation. European Management Journal, 37(4), pp.505-
515.
Elamer, A.Aand et. al ., 2018. The corporate governance–risk-taking nexus: evidence from
insurance companies. International Journal of Ethics and Systems.
Nalukenge, I., Nkundabanyanga, S.K. and Ntayi, J.M., 2018. Corporate governance, ethics,
internal controls and compliance with IFRS. Journal of Financial Reporting and
Accounting.
Alabdullah, T.T.Y., Ahmed, E.R. and Muneerali, M., 2019. Effect of board size and duality
on corporate social responsibility: what has improved in corporate governance in
Asia?. Journal of Accounting Science, 3(2), pp.121-135.

Kuye, O.L., Sulaimon, A.A. and Odiachi, J.M., 2020. Corporate governance code: the
application and effect on sustainability of selected insurance companies in
Nigeria. Academic Journal of Economic Studies, 6(1), pp.22-30.
Bae, S.M and et. al ., 2018. A cross-country investigation of corporate governance and
corporate sustainability disclosure: A signaling theory
perspective. Sustainability, 10(8), p.2611.
Cooray, T., Gunarathne, A.D. and Senaratne, S., 2020. Does corporate governance affect the
quality of integrated reporting?. Sustainability, 12(10), p.4262.
Wijethilake, C. and Lama, T., 2019. Sustainability core values and sustainability risk
management: Moderating effects of top management commitment and stakeholder
pressure. Business Strategy and the Environment, 28(1), pp.143-154.
Tumwebaze, Z and et. al ., 2018. Corporate governance, internal audit function and
accountability in statutory corporations. Cogent Business & Management, 5(1),
p.1527054.
Li, Z.F., 2018. A survey of corporate social responsibility and corporate governance.
In Research Handbook of Finance and Sustainability. Edward Elgar Publishing.