Whether Common Wealth bank complied with the principles of the good corporate governance or not in context of the hearings conducted by the Royal Commission related to the Bank charged fees to dead clients
The Corporate Governance is the concept which defines the rules, relationships and events within which organizations control and exercise their authorities under the organizations. It includes those mechanisms through which organizations and those who control the organizations are held accountable. The main aim of the corporate governance is to promote the confidence of investors, which is necessary for the abilities of the organizations which are listed on the ASX (Williamson,1996).
Duties of directors under the corporate governance is considered as the important concept, and these duties mainly focus on the duty of care, skill, and diligence owned by directors and also the duty of directors to act honestly and in the best interest of the organizations. In other words, corporate governance recognizes the two important duties of the directors in Australia, and both the duties are also recognized by the Corporation Act 2001. Both the duties of directors which are recognized by the corporate governance are stated below-
Both the duties of directors includes the concept of the best judgement rule, which means, directors of the organization need to complied with the following regulations while taking any action-
ASX Corporate Governance principles give number of recommendations which must be complied by the organizations listed on ASX. Principle 3 of the ASX states that organization needs to take ethical and responsible decision in their organizations (ASX, n.d.}. Organization needs to promote the ethical and reasonable decision making in their organization, and also ensure that they are participating in the same in active manner. This principle states number of recommendations and these recommendations are stated below-
In this context, company needs to establish the code of conduct and also required to ensure that code complied with following contents-
Banking royal commission of Australia states that, there are number of financial advisers of the Commonwealth Bank who have charged the dead clients for providing the financial advice. In this context, banking royal commission provides number of evidences from a 2015 document for CBA’s Count Financial business which clearly showed that there are many cases in which financial advisers charged service fees from the dead clients (SMH, 2018}.
Later, it is admitted by the CBA that its financial advisers not only breach the regulations of the Corporations Act by charging service fees from the dead clients and charging services fees for those services also which they did not receive, but also breach the provisions of the Corporate governance.
CBA clearly state that they accept this allegation, and believe that they fail to meet the obligations to act fairly and honestly in terms of some clients. This failure not only considered as the breach of Corporations Act 2001 but also considered as the breach of ASX Corporate Governance principles.
CBA already made the payment of the remediation of $118.5 million to those clients who are affected. This payment also considered as an enforceable undertaking in terms of the corporate regulator because of its fees for no service issues.
After considering the above stated facts, it is clear that directors of the CBA fail to fulfil their duty in this context, as they does not act with honesty and in the best interest of the organization. In this, directors fail to take their business judgement with good faith and also for the right purpose. Directors clearly know that, the business judgement taken by them ensures the best interest of the organization also.
Organization also failed to comply with the ASX recommendation in context of the corporate governance principle. As financial advisers indulge in unfairness and cheat their clients. It can be said that, organization fails to comply with principle 3, and this means that organization fails to ensure the ethical and responsible decision making in the organization.
Conclusion
After considering these facts, it clear that common wealth bank not only fails to ASX recommendation in context of the corporate governance principle which imposed obligation on the bank to ensure ethical decision making and honesty. Directors of the CBA also fail to fulfil their duty in this context, as they do not act with honesty and in the best interest of the organization.
Whether there are any possible legal, social, economic and political consequences faced by the financial advisers for charging fees from the dead clients
The development of theories and models in corporate governance is considered as new concept which deals with thee social ethics. In this competitive environment of business, organizations are trying to indulge good governance principles in their organizations. Globalization is the another reason because of which corporate governance becomes important in the organizations, as there is very less control of government in the organizations because of which requirement of accountability increase (Crane and Matten, 2007). Organization needs to promote the ethical and reasonable decision making in their organization, and also ensure that they are participating in the same in active manner.
Therefore, this concept of corporate governance becomes important element in managing the organizations in this resent world of business and complex business environment. It must be noted that there is no universal definition of the corporate governance, but it is usually defined as the set of process and structure which direct and control the business organizations. Generally, it includes the set of rules which governs the relationship between the management, shareholders and stakeholders (Ching et al, 2006). This term also defines the procedure of the decision making and also the process through which decisions can be implemented. Following are the two corporate governance theories which deals with the issue stated above—
Resource dependency theory- this theory states the argument that, board of directors of the organization are considered as the providers of the resources to the executives, and these resources help the executives in fulfil the goals of the organization (Clarks, 2004}. This theory gives recommendations to the organizations that directors must intervene for providing the strong financial, human, and intangible support to their executives. This can be understood through example, board of directors are professional experts of the organization and this expertise can be used by them for training and mentoring their employees so that they can improve the performance of the organization. Board of directors can also involve in the networks so that they can attract best resources for the organizations. This theory states that control of making the decisions must lie in the hands of the directors, and employees of the organization need to take approval from the board before taking any action. This theory gives the power to the board of directors to access their control in the organization, and through this control they can restrict the fraudulent activities in the organization and promotes ethics (Maisenbach, 2006).
Stakeholders theory- this is another theory which mainly based on the assumption that organization own duty towards all the stakeholders of the organization and not only of the shareholders. In other words, not only the shareholders hold the stake in the organizations, but also the other stakeholders hold the stake in the organizations. This theory states the argument that there are number of stakeholders such as customers, suppliers, and the surrounding communities also hold the interest in the organizations. These stakeholders also get affected by the success or the failure of the organizations. Therefore, it becomes necessary for the organizations to understand they own duty towards all the stakeholders of the organization. The main aim of this theory is to understand that any unethical practice or fraud committed by the organization affects the consumers and communities in adverse manner (Rezaee, 2009).
Those directors and officers who indulged in unethical practices also face legal consequences such as penalties of monetary nature, imprisonment, and sometimes both (Sanda, Mikailu & Garba, 2005).
Organization indulged in these actions also face social consequences such as Organizations loss their reputation in the society and less admired by the customers.
Commonwealth bank of Australia indulged in the fraudulent activities which are investigated by the banking royal commission. As stated above, there is lack of corporate governance practices in the organization because of which such big scandal occurred in the bank.
In this bank can use the resource dependency theory and stakeholder’s theory for ensuring the effective corporate governance practices in the organization. Resource dependency theory- this theory states the argument that, board of directors of the organization are considered as the providers of the resources to the executives, and these resources help the executives in fulfil the goals of the organization. This theory gives the power to the board of directors to access their control in the organization, and through this CBA can control and restrict the fraudulent activities in the organization and promotes ethics.
On the other hand, through stakeholder theory, organization can protect the interest of all the stakeholders in the organization, and not only of the shareholders. It becomes necessary for the organizations to understand they own duty towards all the stakeholders of the organization. The main aim of this theory is to understand that any unethical practice or fraud committed by the organization affects the consumers and communities in adverse manner. this is another theory which mainly based on the assumption that organization own duty towards all the stakeholders of the organization and not only of the shareholders.
Conclusion
CBA indulged in these actions also face social consequences such as Organizations loss their reputation in the society and less admired by the customers. In this bank can use the resource dependency theory and stakeholder’s theory for ensuring the effective corporate governance practices in the organization.
References
ASX. Corporate Governance principles. Retrieved from https://www.asx.com.au/documents/asx-compliance/cgc-principles-and-recommendations-3rd-edn.pdf.
Ching, K. W. Tan, J.S. & Chi Ching R. G. (2006). “Corporate Governance in East Asia, The Road Ahead”. Prentice Hall Publication.
Clark, T. (2004). “Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance” London and New York: Routledge.
Corporation Act 2001- Section 180.
Corporation Act 2001- Section 181.
Crane. A and Matten. D. (2007). “Business Ethics” (2nd Ed). Oxford University Press.
Maisenbach, R.J. (2006). “Habermas’s Discourse Ethics and Principle of Universalization as a Moral Framework for Organizational Communication”. Management Communication Quarterly, Vol. 20, No. 1, pp. 39-62.
Rezaee, Z. (2009). Corporate Governance and Ethics. John Wiley & Sons, Inc, USA.
Sanda, A. U. Mikailu, A. S. & Garba, T. (2005). Corporate governance mechanisms and firm financial performance in Nigeria. AERC Research Paper, 149, Nairobi.
SMH, (2018}. CBA admits breaching the law in response to royal commission findings. Retrieved from https://www.smh.com.au/business/banking-and-finance/cba-admits-breaching-the-law-in-response-to-royal-commission-findings-20180510-p4zelg.html.
Williamson, O. (1996) “The Mechanisms of Governance”. Oxford University Press, Oxford.
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