Corporate Governance of Gold Limited: A Case Study Analysis Report

This report presents a case study analysis of Gold Limited, a multinational corporation, focusing on its corporate governance practices. The analysis compares the corporate governance frameworks of the United States, United Kingdom, and Australia, highlighting the differences between mandatory and principles-based approaches, with a particular emphasis on the Sarbanes-Oxley (SOX) Act in the US. The report examines the influence of the board of directors and management on corporate governance, including their respective roles and responsibilities. The study also differentiates between corporate governance and corporate management, exploring how the board's power is exercised. The report concludes by evaluating the effectiveness of the board and making recommendations for improved corporate governance within Gold Limited, based on the case study details, including the interactions between key personnel like Grace and the CEO, and the implications of these interactions for the company's financial oversight and ethical conduct.

Running head: CASE STUDY ON GOLD LIMITED
CASE STUDY ON GOLD LIMITED
Name of Student
Name of University
Author’s Note

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Executive Summary
The report states about the different rules and regulations regarding the corporate governance in
United States of America, United Kingdom and Australia. In this report the discussion are being
made regarding the corporate governance of the company and also the responsibilities which are
to be maintained by the board of directors of the company so that they can fulfill the duties of the
corporate governance. The report also sates about the differences between the corporate
governance and corporate management of the company.

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Table of Contents
Answers to Question 1.........................................................................................................3
Difference of Corporate Governance in Different Countries..........................................3
Suggestion to Grace.........................................................................................................5
Answers to Question 2.........................................................................................................5
Influence of Board of Director in Governance Power.....................................................5
Answers to Question 3.........................................................................................................7
Differences between the Corporate Governance and Corporate Management
Governance..................................................................................................................................7
Analysis of Gold Limited regarding Corporate Governance and Corporate
Management Governance............................................................................................................7
Conclusion...........................................................................................................................9
References..........................................................................................................................10

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Answers to Question 1
Difference of Corporate Governance in Different Countries
Corporate governance of the company is different in different countries as the rules and
regulations regarding the corporate governance possess different rules in different countries. As
per the case study it can be observed that there is an existence of the difference in the corporate
governance’s rules and regulations. The rules and regulations regarding the corporate governance
of the companies in United States of America are governed by different regimes (Boatright
2017). The main regulatory board which determines the corporate governance of the companies
working under the boundary of the United States of America is the Security and Exchange
Commission (SEC). This organization has the power on the companies which are listed with the
stock exchange of the company. The multinational companies, who are running their business in
USA, need to follow the rules and regulations of the corporate governance which are imposed by
the governing bodies of USA. There are also some of the laws which need to be abided by the
companies in accordance with the state laws from where the companies are hailing. There are
some of the different provisions which also affect the corporate governance rules and regulation.
There are also the rules and regulations which are imposed in accordance with the Securities Act,
1993 and the Securities Exchange Act, 1934 (Elshandidy and Neri 2015). This act mainly states
the sales of securities which are made through the disclosure based approach of the corporate
governance of the company. The Exchange Act of the country also regulates the idea of the
financial reporting system. The other relevant regulations which are needed for the Sarbanes
Oxley Act, 2002 and also the Dodd-Frank Wall Street Reform and Consumer Protection Act,
2002. The Sarbanes Oxley Act, 2002 states about the variety of the substantive requirements

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which helps to enhances the integrity of the financial statement of the company. It also has a
greater impact on the reporting of the company. Sarbanes Oxley Act, 2002 also states the
disclosure in the proxy statement made in the company. Sarbanes Oxley Act, 2002 also happens
to impose rules and regulations which are depends on the non-binding shareholder votes and also
the compensation which are drawn against the executives of the company. This implementation
can be seen in the case of Gold Limited which is mentioned in the case study. It can also be seen
the issues regarding the remuneration of the executives of the company depends on the law
which are abide in accordance with Sarbanes Oxley Act, 2002. Australia rank fourth in the list of
legal flexibility of the corporate governance provided by the counties around the world
(Knudsen, Moon and Slager 2015). The Corporations Act, 2001 have imposed rules and
regulations on the corporate governance of the company. Australian Stock Exchange also
provide some rules regarding the corporate governance. Australia Stock Exchange Corporate
Governance Principles, 2014 has encouraged. The company is still striving for the betterment of
the corporate governance of the company. The companies are also risk free to some extent
because of the great opportunities in business. Australian company has also scored high in terms
of the executive remuneration. It also advances the risks and also the going concern of the
company. In case of United Kingdom it can be stated as the Combined Code which discusses the
corporate governance of the company and also this is the part of the company law. The
companies of the United Kingdom also need to follow the rules and regulations implemented by
the London Stock Exchange. There is also some of the statutory authority which includes
Financial Conduct Authority and also Financial Services and Markets Act, 2000. This authority
only focused on the public listed companies. The codes of United Kingdom uses the principles
based approach on the companies. The company’s Financial Reporting Council will amend the

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Code requires companies to comply the requirements regarding the employee representatives on
company boards. This authority also focuses on the relationships between the shareholders and
other stakeholders of the company.
Suggestion to Grace
As per the case study, USA will be better in comparison to UK and Australia’s rules and
regulation regarding the corporate governance. Australia and UK recommend guidance for board
of directors and for USA there are specific requirements. So in USA board of directors have
better control over the company in respect to Australia and UK, So Grace should follow the
USA’s corporate governance rules and regulations. The board member of Gold Limited should
consider using the governance calendar so that the board can have authority over the company’s
everyday operation. The governance calendar may include all meeting dates in a year ensuring
all the key tasks to be enlisted which will help the board to manage the activities of the company.
Answers to Question 2
Influence of Board of Director in Governance Power
The role of the board of directors and higher management of the company is immense in
the area of the corporate governance of the company is concerned. Corporate boards have
different sets of duties and responsibilities on the company. The decision making process of the
board of the company includes the consideration regarding the effects on the customers,
employees, customers, suppliers, communities and also the stakeholders of the company. The
degree of the corporate governance depends on the roles which are shared between the managers
and the board of directors (McCahery, Sautner and Starks 2016). The board of directors needs
not to enter into the daily operations of the company and indulge themselves in the management

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of the company. The main part which are played by the management of the company is the
oversight and planning of the board of directors of the company. The board of directors has
certain powers over the Chief Executive Officer and also on the Chief Financial Officer. Board
of directors has some of the powers on the duties which are related with the communities of the
company. Committee is the subset of the board of directors of the company. Committee often
indulge themselves into the issues which can be fatal in later stage. They also tend to go deep
inside the matter and search for it. The committee often carries forward this information to the
board for the charged and the handling. As per the case study it can be observed that Grace, who
is the executive director of Gold Limited, met with the chairperson of the company and discusses
about the remuneration of David who happens to be the Chief Executive Officer of the
company.it can be seen that there is a rise of conflict between the executive officer of Gold
Limited and chairperson of Gold Limited. It is seen that the chairperson of the company tried to
convince the Executive Director of the company regarding the use of the conservative
accounting practice. The chairperson of the company also stated about the importance of the
financial accounts of the company. The pressure was also created on the secondary share
offering item in the Annual General Meeting (Miglani, Ahmed and Henry 2015). In this case it
can be observed that the corporate governance of the company in regards to the board of
directors of the company can be stated as none. The chairperson of the company has full control
over the financial structure and also on the financial accounting sector. The chairperson also has
the full control over the remuneration of the company. As per the corporate governance of the
company is concerned the Chief Executive Officer of the company has not fulfilled the criteria of
the ethical conduct. It can be concluded that the corporate governance of Gold Limited Company
are not in the hands of the board of directors rather it states on the hand of the management of the

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company. It is also observed that the management of the company does not sustain good relation
with the board of directors of the company (Tricker and Tricker 2015). Though at the same time,
it is also observed that the relation between the Chief Executive Officer and the Executive
Director of the company is good. There are remains serious concerns regarding the corporate
governance of the company in respect to the board of directors. This is the factor which
influences the board of member while exercising the governance power. As per the case study,
Grace who happens to be the member of the board needs to come in a common ground with the
other member of the board on the implementation of the code of conduct. This code of conduct
will only be decided by the board of members which will help the board to maintain the
corporate governance of the company.
Answers to Question 3
Differences between the Corporate Governance and Corporate Management Governance
There exists the difference between the corporate governance of the company and also
the corporate management of the company. It differs primarily in the protection of the business.
It can be stated that corporate governance of the company is totally focuses on the protection of
the business. On the other hand the corporate management is more about growing the business
(Salim, Arjomandi and Seufert 2016).
Analysis of Gold Limited regarding Corporate Governance and Corporate Management
Governance
As per the case study, it can be observed that Gold Limited contain corporate governance
of the management is high rather than corporate governance of the board. This is clearly states
when the chairman of the company suggests Grace to not assist the CEO of the company. This

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means the management has better control than bpard over the company. Corporate governance of
the company ensures that the company is operating in accordance to the policies of the company
and also to look after about the stakeholder’s interest. Corporate governance is more about the
fact which provides awards to the board members of the companies. In case of the management
of the company it can be observed that the corporate management are responsible for the daily
operation and also need to look after about the going concern of the company. In case of the
corporate governance of the company board of directors are mostly focuses on the financial
activities of the company and also it focuses on the account ting practices and also it includes the
disbursing policies of the company. The profits disbursement of the company falls under the
purview of the corporate governance of the company. The corporate governance of the company
includes the following the Security and Exchange Commission rules and also providing the
transparency for the shareholders of the company (Shahzad, Rutherford and Sharfman 2016). It
also focuses on the policies which guides the individual employees need to follow. The corporate
governance of the company also determines the operations in the business. While on the other
hand it can be stated that management activities of the company can help the business to operate
for directing the activities of the business. The plans regarding the pricing of the products,
developing of the products, promoting of the products and also the distributing of the product are
falls under the purview of the management of the company. The managers of the company also
manage the employees to train the workers of the company and also make sure the staffs work
much better. The management also looks after the analysis of the company’s business structure
which helps the company to do the work and to determine whether the company need any kind
of change or not in near future. Analyzing the financial performance of the company also falls
under the purview of the management. In case of the case study it can be observed that though it

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is the work of the Executive Director to look after the financial accounting practices and the
remuneration of the company but they cannot even intervene in the system because of the
intervention of the higher management of the company (Shrivastava and Addas 2014). As per the
case study it can be seen that the higher management of the company has the say in terms of the
accounting practices which need to be followed in the company, in regards to the remuneration
of the company and other factors which are essential to maintain the corporate governance of the
company.
Conclusion
It can be concluded that Grace who happens to be the Executive Director of Gold
Limited, need to focus on increasing the relationship between the management of the company
and the board of directors of the company. There are many approaches which are better but the
approach which is followed by USA will be much better and it is more efficient also. This will
help to increase the degree of corporate governance for the company.

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References
Boatright, J.R., 2017. Ethics and corporate governance: Justifying the role of shareholder. The
Blackwell Guide to Business Ethics, pp.38-60.
Elshandidy, T. and Neri, L., 2015. Corporate Governance, Risk Disclosure Practices, and Market
Liquidity: Comparative Evidence from the UK and I taly. Corporate Governance: An
International Review, 23(4), pp.331-356.
Knudsen, J.S., Moon, J. and Slager, R., 2015. Government policies for corporate social
responsibility in Europe: A comparative analysis of institutionalisation. Policy & Politics, 43(1),
pp.81-99.
McCahery, J.A., Sautner, Z. and Starks, L.T., 2016. Behind the scenes: The corporate
governance preferences of institutional investors. The Journal of Finance, 71(6), pp.2905-2932.
Miglani, S., Ahmed, K. and Henry, D., 2015. Voluntary corporate governance structure and
financial distress: Evidence from Australia. Journal of Contemporary Accounting &
Economics, 11(1), pp.18-30.
Salim, R., Arjomandi, A. and Seufert, J.H., 2016. Does corporate governance affect Australian
banks' performance?. Journal of International Financial Markets, Institutions and Money, 43,
pp.113-125.
Shahzad, A.M., Rutherford, M.A. and Sharfman, M.P., 2016. Stakeholder‐centric governance
and corporate social performance: A cross‐national study. Corporate Social Responsibility and
Environmental Management, 23(2), pp.100-112.

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Shrivastava, P. and Addas, A., 2014. The impact of corporate governance on sustainability
performance. Journal of Sustainable Finance & Investment, 4(1), pp.21-37.
Tricker, R.B. and Tricker, R.I., 2015. Corporate governance: Principles, policies, and practices.
Oxford University Press, USA.
Yarram, S.R. and Dollery, B., 2015. Corporate governance and financial policies: influence of
board characteristics on the dividend policy of Australian firms. Managerial Finance, 41(3),
pp.267-285.