Corporate Governance Report: TFS, Quintis, and ASX Principles

This report provides a comprehensive analysis of corporate governance, focusing on the practices of TFS Corporation (later Quintis) and their alignment with the ASX Corporate Governance Council's Principles and Recommendations. The report examines the structure of relationships, rules, processes, and systems within which power is controlled within the company. It delves into the roles and responsibilities of the board of directors, ethical considerations, and risk management. The analysis includes a review of the 2015 corporate governance statement of TFS (Quintis), highlighting procedures for director nominations, ethical practices, and financial reporting. The report also explores key developments in corporate governance, including the increasing emphasis on culture, conduct, and behavior within corporate groups, as well as the importance of non-financial risk management, such as environmental, social, and governance (ESG) risks. The report also references the findings of the Royal Commission and ASIC's enforcement culture. The report emphasizes the significance of board oversight, information flow, and the implementation of ethical standards to ensure the long-term sustainability and integrity of the corporation.

Running head: CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Name of the student
Name of the university
Author note

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Answer to Question 1
The term “corporate governance” labeled as the structure of relationships, rules,
processes, and systems within which the power is controlled and exercised within the company.
It entails the method by which the corporation and those who are in dominance are held to be
accountable. The good practices of corporate governance enhance the trust and confidence of the
investor that is crucial to the capability of bodies who are registered on ASX to participate in the
capital (Salim, Arjomandi and Seufert 2016). The purpose of the practice of corporate
governance for the entities that are listed on ASX that, in the view of the council, is probable to
attain outcomes of good governance in addition to that fulfill the fair expectations of the
investors in most of the circumstances(Miglani, Ahmed and Henry 2015). It has been recognized
by the council, but the diverse entities might legally obtain diverse practices of corporate
governance grounded on a series of factors involving complexity, size, corporate culture, and
history. Therefore for that cause, the recommendation and principles are not obligatory and do
not pursue to suggest the practices of corporate governance that are listed body should adapt. The
recommendation and principles that is implemented to all the corporation approved to ASX
authorized list as a listing of ASX irrespective of the statutory nature they adapt whether the
same is established in the country of Australia and whether they are externally or internally
controlled.
The ASX Council of corporate governance was established in the year August 2002 in
addition to that chaired by the Australian Securities Exchange since its beginning. The ongoing

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goal of the council is to guarantee that the framework that is based on the principles it advanced
for corporate governance endures being guides for the corporation that is listed (Appuhami and
Bhuyan 2015). The corporate governance practices are the dynamic strength that keeps on
emerging. The challenge of the council is to guarantee that recommendations and principles
remain significant for the business of Australia as well as investment communities. The
amendment recommendation and principles are the portions of that procedure. ASX, council, and
the participants of the Australian market generally in commerce in conserving the confidence of
the stakeholders. The efficient practices of corporate governance framework motivate the
corporation to establish values by entrepreneurialism, development, innovation as well as
exploration in addition to that facilitate answerability and the control structure proportionate with
the danger that is involved (Christensen et al. 2015). The fundamental to the structure of
corporate governance is creating the role of senior executives and board. Principle 1 entails with
balancing of experience, independence as well as skill on board proper to the extent and nature
of the operation of the corporations. Principle 2 entails the basic necessity for honesty among
those who can stimulate the strategy of the company as well as financial performance together
with the accountability, and decision making that is ethically sound that is taken in regard not
only to the statutory obligations however also the concern of the shareholders. Principle 3 is
fulfilling the data required of the contemporary investment entity is regarded as paramount in the
context of answerability and drawing the attention of capital.
Thus presenting financial as well as the non-financial position of the company need the
procedure that protects both externally and internally, the integrity of reporting in company.
Principle 4 facilitates the balanced and timely picture of all material (Tricker and Tricker 2015).
Principle 5 laid down the liberty of the owners of the company that is the stakeholders required

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to be appreciated and upheld. According to Principle 6, every corporate decision has the
component of uncertainty and thereby carries the danger that can be controlled by efficient
oversight as well as the internal management. Principle 7 enumerates that rewards require to be
lucrative in regard t the skill that is necessary to attain the conduct apprehended by the
stakeholders. The corporation must formulate plans on the appropriate conduct of the senior
executives, directors as well as employees (Yermack 2017). The corporation must motivate the
integration of the policies to corporation-wide management practices. The code of behavior
assisted by the proper monitoring and training of obedience with the codes is an efficient method
to regulate the conduct of senior executives, directors, and employees and also to determine the
commitment of the corporation to the ethical practices. The corporation must guarantee that
training concerning the code of behavior is informed on a routine basis. Therefore corporations
must be put in the position where the machines are intended to guarantee compliance with ASX
listing rule criteria such as investors have timely and equal entrance to material data regarding
the corporate involving performance, financial position, governance, and ownership. The
announcement of the company is factual and is presented in a balanced and clear manner.
Balance necessitates disclosures concerning both negative as well as positive information.
Answer to question 2
According to the statement of corporate governance made in 2015 of TFS (Quintis), there
was procedures and policy of the board in respect to the nomination, selection and appointment
of the new directors as well as the reelection of the incumbent directors. The board by the
committee of remuneration oversees the induction and appointment procedure of directors,
appointment, selection as well as the process of succession planning of Chief Executive Director.
The company made a report to the agency of workplace gender equality. The workplace gender

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equality act, 2012, has initiated novel reporting and framework of compliance (Shan 2015). The
board commenced the annual assessment of the efficiency as a whole against the wider range if
the criteria good practice. The process of the annual review is commenced when the
consideration is provided to reward under incentive arrangement that is of short term.
Ethical practices incorporate is not merely the contemporary global statements and
conventions. It should be epitomized in first by the reasonable decisions and actions; however,
most significantly, the professional expectation to attain these actions. Quintis agreed to comply
with the standards of performance; however, it suffers failures that are instigated by unethical
temptation that exhibited (Schaltegger, Burritt and Petersen 2017). Therefore coherence to the
ethical values will not always assure that the community will keep right-thinking every time.
However, the reverse might be available; there are instances of the corporation that disregarded
ethical standards; however, now implemented sound governance.
The crucial factor in the corporatist structure devoid of which it is impracticable to
execute and sustain ethical standards is the position of leadership. Thus emphasis must be put to
the close connection between corporate governance and fraud is a significant factor. The board
of directors is accountable in the corporation with respect to appropriately reward the executives
in addition to that provide a fair margin of dividends to the board of directors (Feng, Cummings
and Tweedie 2017). The principles of corporate governance shields safeguarding the right of the
shareholder, equal treatment tom the shareholders, protection, and recognition of the practice of
liberty of the shareholders as created by the legislation, accurate and timely disclosure as well as
transparency of the structure of corporate governance guarantees strategic regulation of the
company and efficient supervision of the administration by the board of directors. In Quintis the
by reviewing the disclosure statement, it had been revealed that the sufficiency of the fiscal

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report disclosures concerning those presumptions to which the impact of the impairment
examination is majorly sensitive that is those have the relevant impact of identification of the
recoverable quantum of the group assets. There are several factors engaged which lead to the
demise of the company of Quintis are management incompetence, non-compliance of the
processes that are enumerated in the internal regulations, inconsistent allocation of the
responsibilities and duties.
Answer to question 3
The key development that is mirrored in the 4th edition of corporate governance
recommendations as well as the principles that is transferred towards appreciating the
significance of regulating in addition to that taking accountability for culture, conduct, and the
behavior in the corporate group (Taghian, D’Souza and Polonsky 2015). Furthermore,
concentrating on disclosure and management in connection to the non-financial danger involving
ESR risk as well as tradition concentrate on financial performance and risk. The transferal in
concentration viewed in the redrafting of Principle 3 that is the listed corporation must act in the
ethically sound manner as well as responsibly that discourse the evolving concerns around the
culture and values of corporate in addition to that standup in community (Buckby, Gallery and
Ma 2015). The principles are rephrased as the listed organization must continually and instill
strengthening the culture across the institution of conducting ethically lawfully and also in a
responsible manner.
The novel recommendation is instructed to set “the tone from the top,” as well as
guaranteeing that board of directors is facilitated with the data it requires to regulate the culture
of the institution. In order to be conducted in compliance with the 4th edition, the listed
organization will require to consider the current policies of governance as well as the practices

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along with that regard whether any development is necessary (Nguyen, Locke and Reddy 2015).
For instance, the listed organization will require to initiate thinking regarding the following
matters. Firstly the policies that are the organization will require to arrange as well as implement
the whistleblower policy, corruption policy, anti-bribery policy in addition to that reveal both the
policies on the website (Muttakin, Khan and Azim 2015). Secondly, validation of corporate
reporting that is considered will require to be provided to how the organization will reveal the
procedure adopted to verify the honesty of the periodic company report it discharges to the
market that is not reviewed or audited by an external auditor. Thirdly diversity that is the
organization will require to set an assessable objective for the purpose of attaining gender
diversity in board composition (Rao and Tilt 2016). Fourthly risk appetite that is considered will
require to be provided to how the board will fulfill that the entity is functioning with due
consideration to risk appetite that is set up by the board. If the board already does the same, how
it intimate the statement of corporate governance (Steger 2015). Fifthly values that is the listed
organization must articulate as well as reveal its values if the organization establishes values
consideration will require on how the values are disclosed and expressed. It had been made clear
by the commission that that failure expanded to the institution; culture, remuneration, and
governance. Therefore without rebounding blamed from the institution, Hayne had a robust
phrase for the supervisory body, the community desire that the financial services organization
that violates the legislation will be held to be accountable.
The operation of the commission had exposed that not only the legislation had not been
observed, it had not been implemented effectively. It had been affirmed by Hayne that the
regulators have the significant character to play in overseeing of governance, culture as well as
remuneration. There is no doubt that fundamental accountability for misconduct in financial

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services business exist with the organization concerned and those who controlled and managed
those organization and their boards. The most significant governance failure is the importance of
the board encounter of management and also having appropriate movement of information to
board in order for the directors to perform their obligation. Hayne underlines the significance of
the board getting correct information as well as challenging the management and cornerstone of
the model of corporate governance in Australia. The report of the Royal Commission identified
the ASIC’s enforcement culture in addition to that apparent unwillingness to take the major
institution to court as requiring change. ASIC identifies that the severe material that is referred
by the commission of the probable violation of the laws regulating financial services. The regard
to the matter will be thereby prioritized. According to Hayne, in the majority of the cases where
misconduct exposed at the commission, the institution in question had elected tracking down of
profit over the interest of the consumers as well as the obedience of the legislation, therefore, the
directors must function in the optimum interest of the company.

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