Corporate Governance Analysis: Marks and Spencer Case Study

This report provides a detailed examination of corporate governance, outlining its principles, practices, and impact on business enterprises. It explores the role of corporate governance in directing and controlling business activities, ensuring ethical practices, and protecting stakeholder interests, including shareholders, management, customers, and the community. The report uses Marks and Spencer as a case study to illustrate the practical application of corporate governance principles, analyzing its board structure, adherence to regulations, and handling of corporate governance issues. It also covers key concepts such as the roles of the chairman and CEO, the importance of ethical behavior, and the influence of organizations like the OECD and Hellenic Corporate Governance Council. The report concludes by emphasizing the importance of corporate governance in promoting fair competition, transparency, and accountability within the business environment.

Corporate Governance

Table of Contents
INTRODUCTION...........................................................................................................................3
Main Body.......................................................................................................................................3
CONCLUSION................................................................................................................................6
REFERENCES................................................................................................................................7

INTRODUCTION
In the every country, government sets rules, regulation and system about the business
which corporation has to be followed. By these practices and process, every firm are directed and
controlled. The interest of shareholders, management, customers, suppliers, finance, government
and community can be preserved with the help of corporate governance. (Harford, Mansi and
Maxwell, 2012). Thus bit can be said that corporate governance provides the framework for
attainment of corporation's goal. In other words it can be said that the set of rules, regulations,
policies, placed in the right manner in order to rule the corporate behaviour is referred to as
corporate governance. In the following report, The impact of corporate governance on the
business enterprise and its activities and function has been systematically addressed.
Main Body
In today's time, in the corporate sector there are huge competition as there are various
company which requires developing their strong brand image in the market. For this motive, they
develop various business policies, practices and strategy so as it can attain its determined
objective in an effective manner. In order to organise the fair competition and business activities,
government has developed various effective principles, structure, rules, policies which have to
follow the every corporate firm. In a simple word it can be said that organisation can be
controlled and directed in an effective manner by various relation, the process is referred to as
corporate governance and they can not involve in the unethical and illegal practices related to
business (Tricker and Tricker, 2015). Governance structure and principles finds out the rights
and responsibilities of various stakeholders of the organization like board of director,
shareholders, creditors, auditors and other stakeholders.
Marks and Spencer is one of the famous retail outlet in the world which is popular for its
high quality and luxury commodities. It deals with various product and services of customers
like home ware product, luxury food, Clothing etc. It has main motive to deliver high quality of
product and services and attract the large number of customers (Wintoki, Linck and Netter,
2012). Cited venture is effectively carry out its roles and responsibility about the corporate
government and well directed and controlled. The objective of the board is to develop
sustainability in the business by constant growth in profits and also make sure that the company
takes care of the rights and accountability of the stakeholders. In order to follow the corporate

governance, there are major three roles that is chairmen, chief executive officer, usual practice in
USA is to have joint CEO. As per the research it has been founded that the recent issue of the
Marks and Spencer was related to the non compliance of corporate governance where a board of
director was asked to take the position of an executive chairman as well or it was decided by
them to take an additional position and combine the roles of both the post. According to the rules
of corporate governance it is required to have two different people for two different posts in an
organization. By this decision many shareholder and stakeholder of the cited venture has
disappointed. The CEO of the organisation effectively follow the rules and regulation of the
business which has been developed by the government. (Blair and Roe, 2010) This it can be said
that cited venture have effective participation in the corporate governance. Cited venture has
from time to time featured prominently in the corporate governance debate. The chief executive
of Mark and Spencer is used to being a figure of adoption at the retailer annual general meeting
Importance of corporate governance
Corporate governance refers to the body of rules, regulation, policies and practices which
every corporation have to follow in their business activities and function. It provides the
effective security and safety to every business enterprise so as unethical and illegal activities can
overcome in the market. With assistance of the corporate governance, company's function and
activities are systematically directed and controlled (Armstrong, Gua and Weber 2010). It act as
a method to control and govern the company like a sovereign state, stating own rules, policies
and laws for their employees from the lowest level.
Principles of corporate governance
Following are some major principles of corporate governances-
 Shareholders recognitions- The major principle of the corporate governance is to
recognise shareholders. It act as an important measure to maintain the stock price of
corporation. Effective corporate governance that there is a say of every shareholder in the
general meeting and they get the chance to participate and share their views.
 Stakeholders interests- As per the principle of the corporate governance, stakeholder
interest should also be recognised .In addition to this there should be an effective and
positive relationship between the company and its shareholders.

 Ethical behaviour- Ethical behaviour is another major principle of the corporate
governance under which there should be stated rules and regulations for all the members
of the board on ethical decision making.
Role of Senior management in the Corporate governance
In the senior management includes the parties that are board structure, non executive
directors, audit committees, remunerations committees, nominations committees etc. In the
context of unitary board includes a single board comprising executives and non executives.
OECD principle of corporate governance. In the dual board, the supervisory board are
responsible for strategic management ad management board is responsible for operating the
organisation. The main board sub committees are included audit committee, remuneration
committee and nominations committee. In the corporate governance of Marks and Spencer there
arte three major golden rules that is effective and properly independent NED's, an effective and
competent audit committee and separation of CEO and chairmen.
In the 1999 OECD principle has been developed. The steering group on corporate
governance includes representation of OECD countries that is world bank, the bank of
international settlement and the international monetary fund etc. In addition to this the
international corporate governance network was established in the 1995 and comp[rise
companies, investors, academics and others with an interest in developing corporate governance
practices. There statement on global corporate government principle was adopted in 1999 and
was revised in 2005. The aim was to give guidance to the board so that the prospects of
economic prosperity, fuller employment, better wage rates and maximization in shareholders
wealth can be enhanced (Armstrong, Guay and Weber, 2010). The establishment of common
wealth association of the corporate governance was in 1998 and it has major two objective that is
to promote the commodity standards and business practices in corporate governance. In addition
to this, it requires a competitive team to advice, teach and disseminate the facilitation of
appropriate institutions. With assistance of the corporate governance, it can be said that mark and
Spencer, can improve its business function, activities, relationship with stakeholders in the
market.

The Hellenic corporate governance council
Hellenic corporate governance council has established by the Hellenic exchange and SEV
in the 2012. The major objective of the development of HCGC is to improve accountability and
transparency of the board and shareholders among all public companies. The Hellenic corporate
governance council is a member of the European corporate governance code network and also is
an expert contributor for the world bank doing business report to protect investor index. The
another major motive of HCGC is to monitor and enforce the application of the code. Moreover,
it has the another major motive to comply the best practices and improve the corporate
governance. This is one of the major council in the UK which provides an effective policy,
practices and code of conduct about the business activities and function which every firm have to
follow and implement. (Giroud and Mueller, 2011) With assistance of these policies and
practices, company can improve the transparency and accountability. In addition to this,
company have great rules, regulation, policies, practices with assist of the corporate governance.
Furthermore, company have well controlled and directed structure and system about the
business by help of corporate governance. In the context of Marks and Spencer, company can
develop its strong and effective rules, regulation, code of conduct and regulation about the
business activities and function. With help of corporate governance company can easily compete
the fair competition in the market and keep secure from the illegal, unethical activities and
functions.
CONCLUSION
From this report it has been concluded that With assistance of corporate governance,
interest of various stakeholders such as shareholders, management, customers, suppliers, finance,
government and the community. In order to organise the fair competition and business activities,
government has developed various effective principles, structure, rules, policies which have to
follow the every corporate firm. It has been also concluded that Hellenic corporate governance
council has established by the Hellenic exchange and SEV in the 2012.The major objective of
the development of HCGC aims to improve accountability and transparency of boards and
shareholders among all public companies.

REFERENCES
Harford, J., Mansi, S.A. and Maxwell, W.F., 2012. Corporate governance and firm cash holdings
in the US. In Corporate Governance (pp. 107-138). Springer Berlin Heidelberg.
Tricker, R.B. and Tricker, R.I., 2015. Corporate governance: Principles, policies, and practices.
Oxford University Press, USA.
Wintoki, M.B., Linck, J.S. and Netter, J.M., 2012. Endogeneity and the dynamics of internal
corporate governance. Journal of Financial Economics. 105(3). pp.581-606.
Erkens, D.H., Hung, M. and Matos, P., 2012. Corporate governance in the 2007–2008 financial
crisis: Evidence from financial institutions worldwide. Journal of Corporate Finance. 18(2).
pp.389-411.
Blair, M.M. and Roe, M.J. eds., 2010. Employees and corporate governance. Brookings
Institution Press.
Giroud, X. and Mueller, H.M., 2010. Does corporate governance matter in competitive
industries?. Journal of Financial Economics. 95(3). pp.312-331.
Armstrong, C.S., Guay, W.R. and Weber, J.P., 2010. The role of information and financial
reporting in corporate governance and debt contracting. Journal of Accounting and
Economics. 50(2). pp.179-234.
Giroud, X. and Mueller, H.M., 2011. Corporate governance, product market competition, and
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