Question:
Consider a publicly listed company whose business performance has been criticised publicly and, using its annual report, reference documents about the company (e.g. analysts’ reports, in-depth interviews and articles, documents on company’s website) and write a report about its governance protocols and practices. (This could include independence of directors, length of tenure of directors, other responsibilities of directors, etc.).
This assignment is based on the subject area of corporate governance in the organization. During the assignment, the main focus is on the Noble Group and its corporate governance protocols and practices. The assignment covers the case study of Noble Group, which states about the scandal done by the higher authority of the company. This particular assignment follows a particular and systematic structure. In the beginning of the assignment, a short description of the background of the company is given and after that, the discussion is made on the criteria based on which the corporate governance of the company will be criticized. Next the critical review of the organization’s governance is discussed and then the recommendations are provided for the future development of the company’s corporate governance. At the end of the study a summarized conclusion is given based on the findings of the assignment.
Noble Group is a Hong Kong based supply chain Management Company, which was founded in the year of 1986. Presently, the company is operating its business in more than 60 locations in Hong Kong and other countries. The core business strategy of the company is to provide the best service related to the movement of the physical commodities from the producer or manufacturers to the end customers and at the same time management of the operational and market risks (Aoki, 2013). The main strength of the company is the relationship with the customers and the producers of the products. However, in recent past, the company has faced an obligation of doing a scandal in which it has been obtained that the company has overstated its assets by billions of dollars. Due to this scandal, the company lost its rating in investment grade.
It has been stated above that the company Noble Group made a scandal in which it had overstated its assets by billions of dollars. This type of scandal of the company indicates that the corporate governance of the company was weak or in the other words it can be said that there were some faults in the corporate governance of the company. However, during study the corporate governance of the company that is Noble Group is critically analyzed on the basis of the three criteria and those are – fair disclosure of the financial results, directors’ responsibilities and the accounting standards (Bhaduri and Selarka 2016).
All of these three criteria are very important in order to determined whether the corporate governance of a company (here the Noble Group) is in proper structure or not and whether the corporate governance of the company is working properly or not. For example, the fair disclosure of the financial results of the company shows how much the corporate governance of the company is active in motivating the employees in fair disclosure to meet the transparence need of fair accounting. This also indicates the structural strength of the corporate governance of the company. On the other side, the directors’ responsibilities indicate how much the board of directors of the company is responsible towards their duties (Bhadur. and Selarka 2016).
This helps to identify the actual flaws in the corporate governance structure of the company. In the same way, the accounting standard shows the extent to which the company has maintained the accounting rules and regulations provided by the regulatory body of the country or the regulatory body in the international market. Therefore, the critical analysis of the corporate governance of Noble Group based on these above-mentioned three criteria will provide the better result to understand the reasons behind the scandal (Bonnerjee and Ghosh 2014).
During the critical review of the controversies that the company created, some key concepts of corporate governance must be duly stressed on and studied. These key concepts help us to critically evaluate and compare in the lights of corporate governance and the Noble Group.
The first concept that we study is fairness. According to this concept, the board of directors is obligated to treat their stakeholders fairly. This requires safeguarding the interests and stakes of the stakeholders. In the scandal that we study, we focus on overstating assets and other unfair practices. This definitely did not follow the first major concept. The next main concept that requires critical study of the corporate governance is independence. The board of directors is not advised to interfere in other areas of the organization. This was not the case with Noble Group as the board of directors was actively involved in different area of the company’s operation as a mean to involve in fraudulent activities. The next concept of corporate governance is honesty. The board of directors is expected to discharge their duties in an honest way as they are responsible for managing and safeguarding the stakes of many stakeholders. The controversy of Noble Group depict the fact that the board of directors were involved in unfair and dishonest practices, which led to the controversy created by the company.
The next concept that we refer to is integrity. This concept reflects on the fact that managers need to consider moral and ethical grounds before making any decision. This was not true and applicable in the case of Noble Group as they majorly involved in scrupulous and fraudulent practices that contravened every moral and ethical practices. Transparency is one of the key concepts of corporate governance. It can be seen that the board of directors are expected and obligated to make sure that the disclosure of material evidences are made in a timely and accurate way. The distortion and overstatement of assets by billions of dollars does not reflect the observance of this quality. Therefore, one can see that transparency was not at all present in the reporting standard and the financial statement of the company.
The next concept that needs to be highlighted is accountability. The board of directors is accountable to the owners. Therefore, it needs to be seen that the controversy created by the board of directors is under the governance of the shareholders since they are directly accountable to shareholders (Bhadur. and Selarka 2016).
The next concept that needs to be highlighted is the responsibility concept. This concept reflects on the fact that board of directors should ensure that the company works within the legal framework and legal aspects. However, on reviewing the case of Noble Group, we get to see that the company contravened accounting standards and guidelines and other legal rules during the scandal it created.
The Iceberg research depicted the failure of the company to observe the accountability and responsibility principle and concept of corporate governance. It can be viewed that the Noble Group comprises of many stakeholders in the form of shareholders, bondholders, supplier and banks who had a lot of stake in the company. A lot of investment and money were tied up with the company. Therefore, they had a lot of questions to ask the company and they were in their rights to ask and the company was obliged to answer. Questions on the profitability of the company, cash receipt, fairness of the values of the assets and liabilities in the balance and so on were raised, which the company refused to answer during the period of controversy.
One of the critical issues that were seen in the controversy created by Noble Group is the lack of fair disclosure of the annual report. The reports of Noble Group depict severe distortion and manipulation of the financial and the annual reports of the company. The reports represent and untrue representation of the company’s state of affairs and operations. The company presented a positive cash flow but did not provide adequate disclosures, which could highlight the fair disclosures of the company’s records. The positive cash flow statement did not provide information about the short hedges’ contribution to the cash generation despite the fall in prices of the commodities. This was an alarming sign when it came to disclosure policies and statements (Bonnerjee and Ghosh 2014).
From the Iceberg report it was very evident that the company was heavily indulging in manipulation of accounting standards and exploiting accounting loopholes. This was one of the major loopholes that the company committed, which gave rise to the controversy. Yancoal is an Australian coal mine company. Noble Group listed the Yancoal as the associate of the company. The company depicted a carrying value of $678 million in its annual report in 2013 and depicted $614 after considering the losses and impairment of the company. The company only held 13% stake in the company (Hall 2015). It however, transpired that the market value of Yancoal was $11 million. This was a gap of almost $603 million between market value and carrying value. This highlighted 55% overstatement of the value of Yancoal, which was relating to the 13 % stake of the company. It was 7 times more than the market cap of Yancoal. This was relating to the 13% stake of the company in Yancoal. It was inferred that a company needed to hold more than 20% and less than 50% stake in a company to be termed as an associate (Salter 2015). Thus, Yancoal would be termed as a long term investment instead of an associate. Noble Group retaliated with a justification that Yancoal was an associate and not a long term investment. There were however no justification of this fact and it was determined that it was a tricky prospect that Noble Group manipulated with in order to distort the accounting standards and principles. The associate of Yancoal was Yanzou. It can be seen that the only reason that the company held Yancoal as an associate in the annual records and statement was to write off the $603m loss. It can be seen that a long term investment needs to record and maintain values as per fair values and the current market values. The accounting standards depict the fact that values of the associates are recorded at carrying value and historical cost and no thrust on market values is given. The current standards of Accounting Standard Boards and International Financial Reporting Standards have underlined the different standards and accounting principles. The company misused and exploited loopholes in accounting treatments and manipulated with accounting standards and principles (Chen 2014).
The company failed to observe appropriate disclosure policies and did not indulge in fair disclosure of annual reports and financial statements. It can be seen that the company recorded a $100m for loss of control of subsidiary. This profit was recorded in the operating income of the company. The non recurring profit of the company was also recorded in the operating income of the company. This fabrication of the information was also recorded because the cash generation and the profitability of the company’s income were not conforming to the economic reality and were distorted figures. Therefore, one could see the company’s failure to adopt fair accounting practices, the company’s failure to adopt disclosure policies and fair disclosure of the financial statements and the inability of the Board Of directors to observe the principles of corporate governance (Chen 2014).
The company’s policy of creating fictitious associates was visible in the case of PT Atlas as well. The company held 10% share in the company and tagged the company as an associate in the annual reports. Before becoming an associate, PT Atlas was used as a trading against financial asset. Later on, the company became an associate for Noble Group. A profit was registered on re-measurement gain on interest of $25.5 m. This was against the accounting policies and standards and it inflated the annual statements and books of accounts for the company.
Noble Group has been constantly indulging in avoiding impairment and manipulating gain with the creation of associates. The company has been criticized on the grounds of corporate governance policies of honesty and integrity. It can be viewed that the company’s management has been involved in scandals and controversial episodes relating to the operation of the company. Agri, which became the associate of the company in 2014, was recovered through controversial methods of depreciation cuts etc. Thus, one can see the lack of responsibility and authority of the managers in maintaining honesty and integrity in their duties, which was a sign of lack of corporate governance existing within the company and scrupulous methods followed in the company (Aoki, 2013).
The company follows the policy of recognizing the profit from the contracts on the day the contract signed. The auditor’s opinion explains the scope of how manipulation of the commodities’ contract price is manipulated and with the lack of disclosure policies observed by the company, the company does not shed enough light on the fair values of the commodities (Tricker 2015).
The company’s profit surged with a decline in the operating cash flow. On comparing the operating cash flow and the working capital, it can be seen that the company inflated the fair value by $3.8 billion and it signaled towards impairment of the fair value, which was critical to record a fair and true representation of the annual and financial statement of the company. The company failed to adopt appropriate disclosure policies of the company and also failed to implement fair disclosure of the financial statements and annual reports. The inflation of the profits and the valuation of the company’s assets and commodities reflect manipulation and exploitation of the accounting standards and techniques. It reflects the manipulation and dishonest means adopted by the board of directors to escalate the profit and reflect an untrue image of the company (Claessens and Yurtoglu 2013).
The operational activity was not reflecting the real image and did not depict a true image of the company. The net profit and the operational cash flow were a major report to the stakeholders and thus, the misrepresentation was a major fraudulent activity discharged to stakeholders (Claessens and Yurtoglu 2013).
The company adopted the policy of rebuttals and retaliations towards critics and launched a series of rebuttal questions to the critics and decided to sue them. They were incapable to observe the transparency and the accountability principle of corporate governance.
The company defended itself on the lines that they did not have much access to commodity prices in the market due to the fact that they were asset light and it led them to develop market to market on the assets and thus, it deprived the company of fair values. However, such defensive statements were rendered to be baseless (Tricker 2015).
There should be a strong and independent group of board of directors that can take firm and critical decisions in an honest and correct way to overcome the loopholes and major errors committed by the former board of directors. The board of directors should be such that they can provide appropriate balance and diversity to the company and lend necessary knowledge and skills to the company. The company needs to adopt better disclosure policies and needs strong regulating body in terms of corporate governance to make sure that the company follows all the rules and regulations and the current accounting standards and policies of the International
Financial Reporting standards are followed. This will lead the company into adopting appropriate disclosure policies and standards, which will result fair representation of annual and financial reports. The stakeholder’s management theory is required to be followed, which requires the company to keep the stakeholders satisfied and answer the questions of the stakeholders. The loopholes of accounting treatments and practices need to be followed and implemented. The fair value through market value and current value of the commodities and assets need to be followed. This will enhance the fairness of the annual report and will therefore, lead to fair and true representation. The non executive directors should handle challenges and assist in providing proposals to strategies. The performance of the management needs to be reviewed and assessed from time to time to audit the management activities. The annual remuneration report should depict the employee share scheme so that shareholders can assess the cost and benefit to the company. The transparency policy needs to be followed, which makes it obligatory of the company to discuss every information including the name of employees who family members of directors and CEO.
Conclusion
The report depicts the massive scandal and controversy created by the company. Nobel Group. The scandal depicts the indifferent schemes and manipulative tactics adopted by the company to overstate the assets. The report depicts the measures adopted by the company in escalating asset prices of associates. The report depicts the exploitation of accounting standards adopted by the company and also depicts the lack of honesty and integrity of the management. The company’s failure to adopt appropriate and correct disclosure methods is another important feature in this report.
Reference List
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