Discuss about the Corporate Governance for HIH Insurance Generates.
In Australia, there is established a market of general insurance. In 2011 Statistics shows that private sector of this industry generates $34.9 billion per annum as premiums, and this industry has a total asset of $113.9 billion. Insurance sector also provides employment to approx 60000 peoples. The rulers of this market in Australia are Suncor, IAG, QBE Insurance Group Ltd and Allianz Australia Ltd. Representative body of this industry is Insurance Council of Australia. The Private sector of this industry in Australia contributes more than 90% of total premium income (Insurance Council of Australia, 2016). HIH Insurance Limited which was the holding company of HIH group was also a part of this industry and not only part but the main player in this industry.
HIH Insurance Limited was a company which was publicly listed in Australia. Before the failure of HIH, it was the second largest general insurer in Australia. HIH operates in many other countries. In 2001, on 15th March HIH Insurance and its subsidiaries were goes into provisional liquidation and in the same year on 27th of August these companies were liquidated. A G McGrath and A R M Macintosh are the liquidators of the company at the time of liquidation of the company. HIH group is a bunch of 240 companies. Eight companies out of those 240 companies were those companies which are already licensed or formerly licensed in Australia as insurance companies (HIH insurance, n.d.).
In this report, we discuss about the failure of HIH group on the standards of corporate governance & also we review the performance of organization related to corporate governance. This paper also lays down the standards, principles, recommendations and other tools and techniques related to corporate governance. And in last, we conclude the report with a brief conclusion.
Corporate governance is a very wide term and cover rules, relationships & various processes in its ambit. Description of corporate governance includes rules, relationships, systems and various processes through which companies controlled and exercised its authorities and other functions. In August 2002 a council was established for the development of Principles and Recommendations. For the purpose of development of these principles and recommendations, many businesses, industry groups, and shareholders are bring together for providing their valuable advice on issues related to governance. In 2003 council introduced these Principles and Recommendations. These principles are applied to all the entities which are listed on the ASX, no matter whether they are established in Australia or not, and whether they are managed through internal or external channels.
Some companies which are managed through external channels cannot apply recommendations as it is; they require some changes in recommendations. These principles and Recommendations applied only to the entities which are listed on ASX. But these guidelines are very helpful for others companies also and adopted by various other companies. Following are the principles and recommendations provided by the Council:
Lay solid foundations for management and oversight: in this principle council describe that a company which is listed on ASX must disclose and establish the roles and duties of its board of directors and management of the company, and also establish the mechanism to monitor and evaluate the performance of the company.
Structure the board to add value: the company must have an appropriate size, skills, composition and commitment of its board of directors so that board can effectively work and fulfill its duties.
Act ethically and responsibly: the company must behave ethically and responsibly.
Safeguard integrity in corporate reporting: the companies which are listed on ASX must establish a mechanism through which company verifies and safeguard the integrity of its corporate reporting.
Make timely and balanced disclosure: entity must make a timely and fair disclosure of all important matters.
Respect the rights of security holders: entities must respect the rights of its shareholders and provide them all material information and facility so that they can access those rights.
Recognize and manage risk: companies must establish a framework that can manage risk and also evaluate the efficiency of that framework.
Remunerate fairly and responsibly: a policy of director’s remuneration must be correct so that company can retain directors of high quality.
Note: Council gives 29 recommendations to give effect to the general principles and also provide comments regarding both principles and the recommendations.
Now we discuss in brief about the case study of HIH group and also the corporate governance principles which relate to the case of HIH insurance:
In 2001, 1st March was a day when APRA issue show cause notice to the HIH insurance for the failure of appointment of an inspector under section 52 of the Insurance Act 1973 and on 15th March HIH group applied to the court for its provisional liquidation. The Investigation was conducted, and the result of the investigation showed that there was the deficit of assets over liabilities. HIH was the largest failure in the corporate world at that time.
Australian government appoints a commission for looking into the matter and the commission known as the royal commission. Commission scrutinizes the performance of the APRA & Arthur Anderson, auditors of the company. Commission investigates for 18 months and cost incurred in the investigation was A$50 million.
Justice Neville Owen says: this deficiency was arising due to the amount of claims raised in the previous year which is more than the amount of premium. Justice Neville Owen also asks why the risks are not properly managed.
The answer to this question is mismanagement of HIH. Justice filed 53 criminal prosecutions against the officers of the company. Justice found that this collapse is not due to any fraud, but due to breaches of the law. Following are the issues which result in liquidation of HIH:
The case of HIH was a big shock for the insurance industry in Australia; it put a negative impact on the consumer related to the insurance industry. Not only company and government are affected, but the people who lost their jobs and the policy holders are not sure whether they receive their claim or not. Shareholders have the holding of shares, but now they are of no value.
Royal Commission states that APRA is not responsible for the failure of HIH Group (Case Studies on the HIH Insurance Group, n.d.).
Corporate Governance in Australia is based on the shareholder’s approach. Act which govern the insurance industry in Australia Insurance Act 1973, which was amended in 2001 with new provisions which are applied from 1 July 2002. The Reason of amendments is to achieve the protection for policyholders and beneficiaries (OECD, 2002).
Royal Commission report: the report issued by Justice Owen has the number of recommendations in respect of 56 breaches of law found by Justice in the investigation. This report states that the reason for the failure of HIH was corporate mismanagement in the company. Justice Owen highlighted that:
Decisions taken by the board on major transactions were not right because they take decisions without analysis of facts.
CEO of the company has influenced in the decision making of audit committee. Therefore audit committee does not take proper decision.
Directors of the company failed to make provisions for the outstanding claim.
Principles of corporate governance which company was failed to exercise are: Lay solid foundations for management and oversight, Safeguard integrity in corporate reporting and recognize and manage risk. Discussion related to this is mention below:
In this principle board of directors of the company have the following responsibilities:
The board is responsible for setting the objective of the company, and checks how management implement the objective of the company and also overlook the performance of the management.
The board approves the budgets of the company and expenditure related to the capital.
The board keeps check on the risk management policy of the company.
Check the corporate reporting system of company and also external audit system of company.
The board makes timely disclosures related to material information.
The board makes remuneration policy for company, and make sure that the corporate governance practices are implemented in organization.
Board of directors of HIH is failed in exercising their duties in an effective way. Justice Owen found that there are many deficiencies in the management of the company and board of company does not work efficiently.
Identify and articulate strategy: in this justice said that organization failed in making an effective strategy, this was a failure of the board and individual directors of the company. For making a perfect business strategy, it is necessary that board consider the regulatory framework of the company and also its competitors. The Board can achieve this by conducting strategy meeting time to time.
Monitor and review performance: in HIH there was no mechanism for monitor the performance of management and through which performance can be judged. The board of directors of the company is also responsible for ensuring whether proposals of management are followed or not.
Depend on management’s advice: directors of the company rely on the advice of the management and on external factors. They do not take responsibility for any information or decision. They did not check that whether the information provided to them is accurate or not. It is the biggest mistake of the director that they relied on information without making crosscheck.
Positioning for pro-activeness: all the directors get the lesson from HIH case that it is their duty to ask questions from the management of the company & review the performance of the organization and management of the company.
Define and enforce limits on authority: it is necessary that organization put some limitations on the authority also. Entry of HIH in film finance insurance was the clear example of how important is that to put some limitations on authority also.
Corporate Structure: Structure of HIH group was so complex that board was not able to manage it. The Board is not able to monitor the activities of complete HIH group. For example: non-executive directors of the company are not the directors of the company which has licensed as an insurer. Subsidiary of the HIH group takes care of a number of companies in the group.
The Role of board: in the case HIH it is clear that management of company acted without the advice of the board which results in biggest corporate failure. Management of HIH considers its board as an obstacle in its way rather than a tool which increase the performance of management. It is the duty of the board to ensure that performance of management is as per the strategy of the company so that Conflicts can be avoided by the management and the board of the company.
Monitor and resolve conflicts of interest: board of the company is not able to resolve the conflicts related to individual directors & related party transactions. And this is because board did not focus on these issues. Board does not have any procedure to identify and resolve such issues.
Chairman of Company: in the report it was found that management controls the flow of information towards the board. Management of the company limits the issues which were delivered to the board. Result of which board is not able to review the current issues and manage the risk related to the company (corporate governance update, 2003; ASX, n.d.).
Justice Owen made some recommendations in the report which are stated below:
Disclosure related to director’s remuneration. Whatever the directors get as consideration, no matter in what form must be disclosed.
There must be some duties enforced on the management of the company.
Audit independence- for maintaining the independence of the auditor it is necessary that partner of audit firm cannot become director of the company for four years from the date of resigning from the audit firm.
2years gap between the resigning from an audit firm and becoming a director of the client, this provision is applicable on a partner who was not directly engaged in the audit of the client.
Rotation of auditor from time to time as mention in guidelines.
Before releasing the price sensitive information, approval or review of the board is necessary.
All the necessary disclosures must be made to APRA.
Undesirable corporate governance in HIH case:
Board of directors of HIH was completely influenced by the senior management of the company which reduces the efficiency of the board in taking informed decisions. Board of directors of the company failed to scrutinize the decisions of management.
The Board is not able to check the working of management due to the absence of discussion related to strategy at the level of the board of directors.
The Flow of information towards board of directors is governed by the management of the company, which results in, the board does not have complete and accurate information related to the working of the company.
The Board does not have the systematic check on the management working and does not held accountability related to performance.
Agenda of the board is controlled by the management of the company and not by the board of directors of the company.
The Complex structure of the organization, due to which board of directors of the company is not able to check the complete activities of the group.
Due to lack of information board is not able to check the internal management of the company and help in solving conflicts (Find Law Australia, n.d.).
Conclusion:
This report contains the discussion on corporate governance practices and case study of HIH group. In this report, we discuss and critically analyze the matter of HIH group and also learn some lessons from the study of this case. As we all know it is a biggest corporate collapse in Australia and not only affect the government but also put some escalation marks on the principles of corporate government practices. The Insurance industry is a profitable industry for Australia. 2011 Statistics shows that private sector of this industry generates $34.9 billion per annum as premiums, and this industry has the total asset of $113.9 billion. Corporate Governance in Australia is based on the shareholde’rs approach. An Act which governs the insurance industry in Australia is Insurance Act 1973, which was amended later on. The amendment was made for the benefit and protection of policyholders. In August 2002 a council was established for the development of Principles and Recommendations of corporate governance by ASX.
APRA issue show cause notice to the HIH insurance for the failure of appointment of the inspector under section 52 of the Insurance Act 1973 and on 15th March HIH group applied to the court for its provisional liquidation. On 27th August 2001 HIH group was liquidated. HIH was the largest failure in the corporate world at that time. Australian government appoints a commission for looking into the matter and the commission known as the royal commission. Justice Neville Owen says: this deficiency was arising due to the amount of claims raised in the previous year which is more than the amount of premium. Question was raised by the justice on the risk management policy of the company. The report was issued by the justice known as the royal commission report which includes that failure of HIH was not due to any fraud but due to mismanagement of the company and because of wrong decisions are taken by the board which was influenced by the management of company. In last we conclude that nonpractice of corporate governance principles, lead the corporation to a big failure.
References:
ASX Corporate Governance Council,2014.Corporate Governance Principles and Recommendations .Retrieved on 06th September 2016 from: https://www.asx.com.au/documents/asx-compliance/cgc-principles-and-recommendations-3rd-edn.pdf.
Treasury Crest, 2015. Aftermath of the HIH collapse. Retrieved on 06th September 2016 from: https://www.treasury.gov.au/PublicationsAndMedia/Publications/2015/Economic-Roundup-Issue-1/HTML/article-3/3-Aftermath-of-the-HIH-collapse.
Corporate Governance Update (2003). HIH Royal Commission Report. Retrieved on 06th September 2016 from: file:///C:/Users/Guest/Downloads/02547-Corporate%20Governance%20Update%20(HIH).pdf.
Find law Australia, The HIH legacy: Corporate governance and shareholder value, Retrieved on 06th September 2016 from: https://www.findlaw.com.au/articles/1431/the-hih-legacy-corporate-governance-and-shareholde.aspx.
HIH insurance, About the HIH Group, Retrieved on 06th September 2016 from: https://www.hih.com.au/Group-About.html.
IAIS, Case Studies on the HIH Insurance Group, Retrieved on 06th September 2016 from: https://www.iaisweb.org/modules/cciais/assets/files/pdf/061004_BGN-0_hih_background_note.pdf.
Insurance Council of Australia,2016. About Us. Retrieved on 06th September 2016 from: https://www.insurancecouncil.com.au/about-us.
OECD, Corporate Governance of Insurers in Australia, Retrieved on 06th September 2016 from: https://www.oecd.org/finance/insurance/2490045.pdf.
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