Analysis of Corporate Governance and Ethics at Brambles Limited

This report provides a detailed analysis of the corporate governance and ethical practices of Brambles Limited, an Australian-based global support services group. The report begins with an executive summary and introduction to corporate governance, followed by a background of the company, including its history and core business operations. The discussion section focuses on Brambles' corporate governance framework, board composition, and reports from the chairperson and board, including remuneration reports. The report then explores board orientations, detailing the importance of the process for new board members, and the role of stakeholder theory in guiding the company's actions. The assignment also interprets company communications using the legitimacy theory, and concludes with a summary of the key findings and references. The report incorporates the key principles of transparency, accountability, fairness, and responsibility in its analysis of Brambles' operations.

Running Head: CORPORATE GOVERNANCE AND ETHICS
CORPORATE GOVERNACE AND ETHICS
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Author Note

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Executive Summary
The corporate governance is the system that help of which the businesses of the
company are controlled as well as directed. This key factor underpins the efficiency as well
as integrity of the company. Further, board orientations are the process of giving vital
information of the company to the new board member. Moreover, the assumption of the
legitimacy theory is to fulfill the social contract of the organization, which helps in enabling
objectives recognition. Hence, under this assignment, discussion will be on corporate
governance of Brambles Limited, its board orientations and legitimacy theory. Brambles is
the Australian company that operates around sixty companies through the CHEP brand,
which provides the ranges of the supply chain platforms consisting of safe handling
equipment, specialized containers, pallets as well as Reusable Plastic Crates. Therefore, the
company applies core principles of the good corporate governance that depicts transparency,
accountability, fairness as well as responsibility.

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Table of Contents
Introduction................................................................................................................................3
Background of Company.......................................................................................................3
Discussion..................................................................................................................................4
Corporate Governance at Company.......................................................................................4
Board Orientations.................................................................................................................6
Interpretations of Communication of Company using Legitimacy Theory...........................9
Conclusion................................................................................................................................10
Reference..................................................................................................................................12

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Introduction
Corporate Governance is defined as set of the principles, systems as well as processes,
with the help of which company is governed. It helps in providing the framework by which
the directors of the company ensures transparency, fairness as well as transparency, in
relationship of the company towards their stakeholders such as community, investors,
government, employees and customers. Corporate governance is the method by which
company instate their own laws, policies as well as customs. In this context, the board
committee plays leadership role in shaping corporate governance. In addition, the orientation
of the board is the process by which board members are provided with precise information
for enhancing their role in organization. Further, legitimacy theory is the mechanism, which
supports the companies in the implementations as well as development of the voluntary social
as well as environmental disclosures for fulfilling the social contracts (Tricker & Tricker,
2015). Therefore, this assignment includes the discussion about Brambles Industries, its
practice of corporate governance, board orientations as well as interpretations of the
communication of company by using the legitimacy theory.
Background of Company
The Brambles Industries Limited is the global support services group that operates in
about fifty countries as it includes the business of recall (information management), cleanway
(services of integrated waste management), CHEP (plastic and pallet container pooling) as
well as Brambles Industrial Services. It is the ASX listed company in the supply-chain
logistics that is specialized in pooling of the unit-load equipment as well as related services,
which focuses on the outsourced management of the crates, pallets as well as containers.
Brambles limited is the global provider of the services of supply-chain logistics, which
promotes shared uses of their platform among the various participants of the supply chain,
under circular model of ‘share and reuse’ that is known as pooling. The company is ranked

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58 among the top most 2000 companies in the Australia. The major portion of company’s
income is generated with transport equipment as well as large vehicle renal in the industry of
Australia. The company’s chief executive officer is Graham Chipchase and the non-executive
chairman of the company is Stephen Johns (Brambles.Com. 2019).
The professional service sector is one of the important contributors to Australian
economy in terms of improvement of employment as well as productivity. This sector cuts
across various other industries. Moreover, the company has traced its history in the year
1875, when the Walter Bramble has established the business of butchery in Newcastle.
Gradually, the operations of the business have been expanded into the logistics and the
transport. Brambles have entered into various new sectors with the passing of the years.
Discussion
Corporate Governance at Company
The corporate governance is concerned with maximization of the value of
shareholders ethically and legally on the sustainable basis. At Brambles Limited, the
company is committed towards observing the requirements of the corporate governance
applicability to the publically listed companies in the Australia. The board of company has
adopted framework of corporate governance that is designed for enabling the Brambles for
meeting its requirements of regulatory, legal as well as governance (McCahery, Sautner &
Starks, 2016). Further, the board of the company believes that Brambles has exceeded as well
as met all requirements of ASX Third edition of Corporate Governance Council Corporate
Governance Principles & Recommendations. Moreover, the framework of risk management
as explained in the company’s statement of corporate governance. It incorporates the
effective risk management into its process of strategic planning as well as it requires the

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operating plans of the business operations for managing risks effectively (Chan, Watson &
Woodliff, 2014).
Board Composition
The ratio of independent as well as independent members of the company is 9:10.
There are nine independent directors and ten dependent directors. The independent directors
are Stephen Johns, George El Zoghbi, Elizabeth Fagan, Tony Froggat, David Gosnel, Tahira
Hassan, Carolyn Kay, Carolyn Kay, Scott Perkin. In addition, the dependent directors are
Graham Chipchase, Carolyn Kay, Carmelo Alonso-Bernao, Phillip Austin, Robert Gerrard,
Rodney Hefford, Laura Nador, Wolfgang Orgeldinge, Michael Pooley, Prasad
Srinivasamurty. Further, the chairperson of the board is independent director. Stephen Johns
is the non-executive chairperson of the company as well as independent director.
Reports from Chairperson and Board
The chairman of the company stated that the determination of the board is the
separation of the IFCO from the Brambles will be optimizing the outcomes of the
shareholders as well as better positioning both of the businesses for pursuing the broader
ranges of the growth as well as opportunities of value creation. Further, the company will
position itself to continue to generate strong growth of revenue in its core market, while
focusing on the additional opportunities in core markets, the first as well as last mile solutions
as well as investment of BXB Digital in the innovations as well as technology by supply
chain (Mason & Simmons, 2014).
The chief executive director stated the company would continue to focus on the five
strategic priorities for delivering the sustainable return in excess of cost of capital. There will
be focus on generation of sufficient cash to the fully fund dividends as well as reinvestments
for the innovations, growth as well as developments of the people (Jizi et al. 2014). The

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company will be leveraging the global scale as well as industry-leading expertise for helping
the customers rise to the challenges as well as build smarter and more sustainable future
supply chains. Further, the company will continue their focus on strengthening the advantage
of network with the help of funding the growth in the core pooling business. For this culture
of innovation will be fostered by the BXB Digital (Sapra, Subramanian & Subramanian,
2014).
Remuneration Report
The remuneration of the senior executives for year reflects the results as well as
continued execution of business strategy of Brambles. There will beno increase in the fees of
the chairperson or the non-financial director for the financial year 2019 because of the
prevailing economic circumstances. Although, next review of fee will take place during
financial year 2020.Further, there were two changes in the remuneration policy of the
company for STI as well as LTI share awards, which will be submitted for approval of
shareholders at AGM of 2019 (Krause, 2017).
Board Orientations
The orientations of the board is considered to be the most important process because
the new board of the director is welcomed to the boardroom and often it becomes the first
impression of new board directors of corporation. The orientations of the board can be
formal as well as last for days; it can take few hours and can be informal (Larcker & Tayan,
2015). The orientation of the board gives the new director board the first glimpse of the
culture of the corporation. The board orientations is the process for the new members of
board for getting acquainted with the company and its history, fellow members of board as
well as their fellow board directors (Ferrero‐Ferrero, Fernández‐Izquierdo & Muñoz‐Torres,
2015). Any one on board can be able to conduct the board orientation. They set out the policy

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for way of orienting the new members of board. Further, the new board directors’ gets first
glimpse of new duties with the help of learning more about the mission, visions, goals as well
as culture. The thorough as well as meaningful orientations of board will help the new board
directors for envisioning themselves in their new role as well as inspires them for putting
their best foot forward going in the first meeting (Withers & Fitza, 2017). The board
orientation is important because it helps in assisting the new board directors for knowing
what have to be done and how their position have to be used without making the costly
missteps. It is with the help of process of orientations, the new directors will be becoming
better acquainted with skills, knowledge as talents of other board directors. The new board of
directors who comes away from the process of orientations with the sense of corporations as
well as their role in the planning and the oversights will help to pursue confidently their
responsibilities and duties (Liao, Luo & Tang, 2015).
The new board member should be explained regarding the stakeholders theory. There
are various groups of constituency that is having claims of legitimacy upon the organizations
upon organization and it is in the position for affecting the outcomes if the organizations. In
the stakeholders’ theory, the organizations are viewed as the social institutions that are having
the responsibilities over as well as above the fiduciary responsibilities to the stakeholders
(Shaukat, Qiu & Trojanowski, 2016). The business organizations that are successful in the
long-term support of the economy as well as society, helps in contributing towards prosperity
and growth. Therefore, it is important for the companies to develop as well as sustain the
meaningful relationships with the wider stakeholder’s ranges. The boards of directors of the
company are responsible identifying as well as knowing the views, interest as well as views
of all the groups and the individuals for which the board is having legitimate interests in
achieving the business objectives (News. 2019).

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The Bramble Limited has appointed Jim Miller as the new non-executive director of
company with the effect from March 15, 2019. The appointment of the Jim Miller follows on
from the retirement of Carolyn Kay from board at AGM of 2018. This new board member is
having extensive experience of operational as well as cross-functional supply in the digital
technology that has been gained by him, while working with other companies such as IBM,
Google, Cisco, Intel, Wayfair and Amazon. This new board members as per chairperson,
Stephen Johns, will add value to the supply chains as well enhance the skills mix of the
board. Moreover, there is the expectations that this new board members will be contributing
towards the boards and overall to the company (Brambles.Com. 2019). The orientation is
given to the new board member regarding various aspects of the company, highlights of
which are as follows:
The Brambles Group is employing approx. 11,000 people as well as own approx. 630
million crates, pallets and the containers by the network of 850 or more service
centres.
Brambles are operating in 60 or more countries with having largest operations in
Western Europe as well as North America.
The company is in the stage where it is continuing for responding to growth of the e-
commerce as well as omni-channel retails formats. Moreover, the company taking
steps for investing in the BXB Digital business (Arena, Bozzolan & Michelon, 2015).
The company has done the announcement that it has entered into the binding
agreement for selling the business of IFCO reusable plastic containers to the Triton as
well as wholly owned subsidiary of ADIA.
The company is announcing the sale of its pooling business of IFCO RPC for US $2.5
million. This will be great step by the company, as it will deliver the greater value for

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the shareholders including the significant return of the proceeds of the cash to the
shareholders.
The company is progressing towards the 2020 goals of the sustainability. The ongoing
improvements of the reviews of the sustainability of the group for the year 2018
shows the ongoing improvements for making the supply chains of the customers more
efficient, sustainable as well as effective (Wilson et al. 2014).
Interpretations of Communication of Company using Legitimacy Theory
Legitimacy is generalized assumptions or the perceptions that actions taken by the
company is proper, desirable as well as appropriate within certain socially constructed
systems of the values, definitions, beliefs as well as the norms. The legitimacy theory plays
major role in explanations of the behavior of organizations for the implementations as well as
development of the voluntary environmental as well as social disclosures of the information
(Joseph, Ocasio & McDonnell, 2014). It fulfills the social contracts, which helps in enabling
the recognition of the objectives as well as the survival in the jumpy as well as the turbulent
environment. Moreover, the social perceptions of activities of organizations are reported
according to society’s expectations. Legitimacy theory highlights the fact that the extent to
which the disclosures of the corporate social and environmental are influenced by boundaries
that are established by society for appreciating as well as avoiding being penalized by the
community, under which company is operating (Fernando & Lawrence, 2014).
In case of Brambles Limited, corporate governance as well as sustainability practice
statement is published by the company for showing that in what extent the company is
engaged in delivering value to the stakeholders by fulfilling the social contracts. The
company has the approach that focuses on their activities in three different areas that is better
business, better planet as well better communities. Further, the company issues these
statements at regular interval of time, which is of great help to the stakeholders, as the users

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should know the level of company engagement with their stakeholders. The company
communicates through the statements that they are operating their business operations with at
most faith, transparency and integrity (Deegan, 2019).
The board of Brambles Limited is conscious that the best practices in area of the
corporate governance is evolving continuously and hence, the company continue their effort
for anticipating as well as responding to the further developments of corporate governance. In
this concern, the board of company has overall responsibility for the effective control as well
as management of Group on the behalf of the shareholders. They are also responsible for
supervising the conduct of the executive management of the affairs of the Group within the
framework of authority and control. They receive clear, timely as well as accurate
information so that they could discharge their duties and responsibilities effectively in the
social interest. The code of conduct of company provides the ethical as well as legal
framework for every employee in conduct of business of Brambles Limited. It helps in
determining how the business of the Brambles relates to their shareholders, suppliers,
employees as well as communities (Hummel & Schlick, 2016).
Conclusion
Hence, the conclusion, which can be drawn from the analysis is that the company,
which is having good policies of corporate governance, they underpins greater integrity as
well as efficiency. The Bramble Limited is having the commitment for observing the
requirements of the corporate governance requirements by meeting the legal, governance as
well as regulatory requirements. In addition, it has been analyzed that board orientation is the
important process of welcoming the new board directors in the boardroom by giving insights
of the company regarding various issues. The new board director who goes through the
process of orientations gets the solid sense of company and the role they will be playing in
the planning as well as pursuing the oversights of their responsibilities and duties

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confidentially. Lastly, it has been analyzed that legitimacy theory provides understanding of
behavior of organization in relation to implementation, development as well as
communications of the policies of the social responsibilities. The Brambles Limited follows
the legitimacy theory by applying, conducting and communicating the ethical conduct
towards their business in the manner, which enhances their reputations.