Myer Holdings Ltd: Corporate Governance, Sustainability - ASX Report

This report provides an analysis of corporate governance and sustainability at Myer Holdings Limited, an Australian department store listed on the ASX. It examines the complexities and key issues related to the Corporate Governance Council’s Principles and Recommendations, focusing on the fourth edition's emphasis on culture, values, and ethical conduct. The report assesses Myer's response to these changes, particularly its code of conduct and whistleblower protections. Furthermore, it explores sustainability considerations for Myer's potential expansion into the United States, emphasizing environmental and economic factors. The analysis concludes that a strong code of conduct, coupled with attention to sustainability, is crucial for Myer's governance, social license to operate, and strategic decision-making.

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Executive Summary
This report is prepared for analyzing the corporate governance and sustainability of the
company Myer Holdings Limited. It is Australian based company in the departmental store.
The application of corporate governance has increased in the form of monitoring the
activities of corporate which include the natural environment and the impact of the society.
Therefore, for this, analysis will be done on the key issues involved and the extent to which
company’s corporate governance can be enhanced to the major changes in the principles and
recommendations of corporate governance. In addition, discussion will also be done on
analyzing the sustainability perspectives of the company on the major issues. Hence, it can be
analyzed that company have built the code of conduct in accordance with the changes in the
fourth edition of corporate governance as well as for expanding their operations to US,
company should consider the environmental as well as economical aspects.

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Table of Contents
Introduction................................................................................................................................3
Discussion..................................................................................................................................3
Complexities and Key issues.................................................................................................3
Response to the changes.........................................................................................................5
Sustainability Perspective......................................................................................................6
Conclusion..................................................................................................................................7
References..................................................................................................................................8

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Introduction
The aim of this assignment is the analysis of the corporate governance and
sustainability of the Myer Holdings Limited. It is the Australia based departmental store
which retains wider ranges of the products of men’s, women’s, children’s, babies,
accessories, footwear and so on. In terms of stores and revenue, Myer has been one of the
largest departmental stores which is listed in ASX (Investor.myer.com.au, 2019) . Hence,
under this report, discussion will be based on the analyzing complexities and the key issues
involved in the corporate governance principles and recommendations. Discussion will also
be done on analyzing the extent to which the company can be enhanced in response to the
two major changes in the corporate governance principles and recommendations. Lastly, the
discussion will be done by analyzing two major issues the company should consider from the
sustainable perspective when it operates in foreign country (Investor.myer.com.au, 2019).
Discussion
Complexities and Key issues
Corporate governance principles and recommendation’s fourth edition has addressed
emerging issues around the culture; values and trust as compare to other principles remain
largely intact. The total number of recommendation have been grown from 29 to 35,
however, the most significant changes that have been made is to the principle 3 which has
now been expressed as “Instil a culture of acting lawfully, ethically and responsibility and to
its constituent recommendations (ASX Corporate Governance Council, 2019). This latest
edition has seeks to address around the culture, values and trust which is against the backdrop
of the skepticism of the community towards the business. The commentary has added
illustrations and new guidelines on meeting the social license of the company to operate,
especially for dealing with the relationship with the shareholders as well as other stakeholders

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(McCahery, Sautner & Starks, 2016). New recommendations include the entities to do
following:
 Disclose and articulate their ‘values’
 Disclosure of the material breaches of the code of conduct to the board committee or
the board.
 To having and disclosing a policy of whistle-blower with the material breaches has to
be reported to the board committee or the board.
 To having and disclosing policy of anti-bribery with the material breaches which have
to be reported to the board as well as the board committee.
The fourth edition of corporate governance has reinforced the requirement for the listed
companies for acting ethical, lawful and socially responsible ways. However, there are most
of the controversy which has focused upon amplification of the social license for operating
for the business, their consistency for the present state’s law and their coherence within
framework of the existing principle-based regulations. The current discussion about the
explicit embedding a social license of the company for operating in the standards of the
Australian corporate governance has sits within the broader landscape of shifts in the
regulations and thought leadership on the performance and corporate governance (McCahery,
Sautner & Starks, 2016). The bad performance of the company is attributable to the failures
of the corporate governance oversights as well as failures in meeting the basic standards of
legality and morality, allowing self-interest of the individual and greeds to get out of control.
The dimension of the social for the companies of both the shareholder dialogue and ESG-
sensitive investment analysis about the social and environmental footprints of the company
means that dealing with the social license to operate has become necessity, not a voluntary
option for any of the listed companies (Tricker 2015).

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Response to the changes
In response to the two major changes in the corporate governance principles and
recommendation’s fourth edition, the board of the Myer has issued their corporate
governance statement in which they have committed towards achieving the highest standard
in respect of corporate governance. They are committed to provide highest level of the
ethical standards and integrity of all the business they operate (Appendix 4G, 2019). They
ensure that all the employees, contractors and directors of the company have to comply with
the company’s code of conduct. This code is applied to all the activities of the business they
operate as well as dealing with the customers, employees, shareholders, suppliers and
external stakeholders (Nygaard et al., 2017). The code of the company has following
objective:
 It aims at providing clear benchmarks and guidance for the appropriate ethical and
professional behavior.
 Supporting the reputation of the company’s business with the behavior of their
people.
 Reinforcing the compliance requirement with the requirement of policies and legal
aspects of the company.
 Awaking directors and employees of the company regarding consequences of
breaching the contract and their responsibilities.
Hence, Myer in the range of the situations which includes potential or actual conflicts of
interest, the company expects their directors and employees to behave according to their code
of conduct. It requires awareness as well as compliance with the laws and regulations in
relations to the fair trade, anti-discrimination and equal opportunity, securities trading as well
as privacy and occupational safety and health (Leipziger, 2017). The company has also
protections of whistleblowers for those who would like to report in good faith the

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unacceptable behavior. Moreover, Myer review their code of conduct regularly. They also
make sure that the proper training and acceptance acknowledgment of the code is given to the
team members on yearly basis (Leipziger, 2017).
Sustainability Perspective
Myer should consider expanding their operations to the United States. This country
has well established channels of distribution for all types of the retail companies. The
industry of retain US provides competitive environment which fosters the strong operations
of the business as well as encourage innovations which increases the reliability and efficiency
(Jaravel, 2016).
The sustainability perspective of the company has five focus areas which are
supported by the relevant metric for enabling for measuring their performances which are
customers, team, environment community and business. The company defines sustainability
as their responsible business of development and growth which considers and addresses the
impacts of ethical, environment, social and economical impacts on the business strategies and
operations. The aim of the business should be to maximize the positive influence and
outcomes that the company have on their internal as well as external stakeholders which
includes community, people, suppliers, investors and environment (Cheng, Green & Ko,
2014).
Hence, the two major issues which the company should consider from the perspective
of sustainability while operating in this country includes healthy environmental as well as
economy. US provide growth as well as sustainable economies which creates the best
opportunities in order to expand markets (Cinelli, Coles & Kirwan, 2014). Adapting in the
new environment of the foreign country requires thorough analysis of the country’s
environment in respect of cultures, traditions and pollutions. The second major issue which
may be faced by the company is the impact of economy. The laws and regulations of the US

7FINANCIAL ANALYSIS
should be considered in respect to their implications on the business operations of the
company (Cinelli, Coles & Kirwan, 2014).
Conclusion
Hence, it has been concluded from the analysis of the corporate governance and
sustainability of Myer is that both of the aspects is very important for the company in respect
of incorporating the code of conduct as well as sustainability of the company for expanding
its operations in the foreign country. Therefore, it has been assessed that the performance of
the company, overall governance as well as social license to operate are all connected with
each other. The limits and scope of all these things are prescribed, prohibited and permitted
by the law are the most important matters for clarifying in the relevant context of the
company as well as business practices. In addition, the sustainability issues is discussed
which examined the environmental and economic aspects of the foreign country. Hence, the
company’s board of directors must review the following issues in respect of taking any
decisions.

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References
Appendix 4G. (2019). [ebook] Available at:
https://www.asx.com.au/asxpdf/20181025/pdf/43zlm1n86nl6th.pdf [Accessed 6 Apr.
2019].
ASX Corporate Governance Council. (2019). 4th ed. [ebook] 27 February 2019: ASX.
Available at: https://www.asx.com.au/documents/regulation/cgc-principles-and-
recommendations-fourth-edn.pdf [Accessed 6 Apr. 2019].
Cheng, M. M., Green, W. J., & Ko, J. C. W. (2014). The impact of strategic relevance and
assurance of sustainability indicators on investors' decisions. Auditing: A Journal of
Practice & Theory, 34(1), 131-162.
Cinelli, M., Coles, S. R., & Kirwan, K. (2014). Analysis of the potentials of multi criteria
decision analysis methods to conduct sustainability assessment. Ecological
Indicators, 46, 138-148.
Investor.myer.com.au. (2019). Myer Investor Relations. [online] Available at:
http://investor.myer.com.au/Investor-Centre/ [Accessed 6 Apr. 2019].
Jaravel, X. (2016). The unequal gains from product innovations: Evidence from the us retail
sector. Available at SSRN 2709088.
Leipziger, D. (2017). The corporate responsibility code book. Routledge.
McCahery, J. A., Sautner, Z., & Starks, L. T. (2016). Behind the scenes: The corporate
governance preferences of institutional investors. The Journal of Finance, 71(6),
2905-2932.
Tricker, B. (2015). Corporate governance: Principles, policies, and practices. Oxford
University Press, USA.

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