Gap Analysis on the Corporate Governance Practices

8/18/2019 Gap Analysis on the Corporate Governance Practices

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ASSIGNMENT COVER SHEET

AIB student ID number:

Student name: Jason Graham

Course name: Master of Business Administration (Finance)

Subject name:

Corporate

Governance

Subject facilitator: Mr. Wayne Wood

Teaching Centre: School of Higher Education Limited, San Fernando, Trinidad

No. of pages: 24

Word count: 2737

DECLARATION

I, the above named student, confirm that by submitting, or causing the attached assignment to

be

submitted,

to

AIB,

I

have

not

plagiarised

any

other

person’s

work

in

this

assignment

and

except where appropriately acknowledged, this assignment is my own work, has been expressed

in my own words, and has not previously been submitted for assessment.


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ASSESSMENT SHEET(to be completed by the examiner)

Student name: Jason Graham

Course name: Master of Business Administration (Finance)

Subject name: Corporate Governance

Assessor/marker:

COMMENTS Principles learnt (for example, number and understanding of principles referred to, their influence on the structure of this paper,

number and correct citations of references, use of appropriate jargon)

/4

Application of principles. That is, the analysis and evaluation of the example problem based on the

principles, including the final recommendations and their justification

/8

How well the example problem was described, including the extent and depth of information

(including the data) about it that was accessed

/4

Structure and presentation

/2

Style, grammar and language

/2

Total

Less penalties

GRAND TOTAL /20

General comments

FOR MODERATOR’S USE ONLY

I agree with the assessor’s assessment

I disagree with the assessor’s assessment and the new mark is as follows for

the following reasons:

/20

Moderator:


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Gap analysis on the corporate governance practices as it relates to the conformance of

Guardian Group to corporate governance code of Trinidad & Tobago

Assignment

Statement

Conduct a review of the governance of your organization (or one with which you are familiar)

and write a report with your findings. Use the concepts, tools and techniques learned in this

subject to review the structure, process and effectiveness of the governance of the

organization,

and

to

make

recommendations

for

appropriate

improvements.

These

focus

questions could guide you in writing your report:

1.

In which aspects of corporate governance has your organization been reasonably

successful? Discuss what has led to the success and how it could be sustained.

2. In which aspects of corporate governance has your organization failed or been less

successful? Discuss the reasons for this and what can be done to address them.

Approach

In this assignment, I’ve adopted the role of an independent consultant to the board of directors

of Guardian Group. As part of the group’s policy, an independent review of the board and its

operations is mandated to occur every three years. This report is the deliverable from the 2015

review. It is expected that after being reviewed by the board of directors it would be presented

to the key stakeholders as an assurance that good corporate governance is being adhered too,

and where

gaps

are

identified,

a defined

plan

of

action

is

in

place

to

address

the

deficiencies.


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JG Consultants Limited

1 Moreau Road Marac

Moruga

18th June, 2015

To the Chairman,

Guardian Holdings Limited (GHL)

Report

Gap analysis on the corporate governance practices as it relates to the conformance of

Guardian Group its corporate governance code


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Executive Summary

“When wealth is lost (profits, financial performance), very little is lost; when health is lost (an

unviable

business

model

or

plan),

something

is

lost;

but

when

character

is

lost

(integrity),

everything is lost.”

This famous quote by evangelist Billy Graham is noted and adopted by Terrence Martins in his

commentary on corporate governance as it relates to investment analysis and credit ratings. It

is an apt start to a discussion on corporate governance as such issues if not handled adequately

could quickly result in a ruined company reputation and consequential drop in share prices as

seen with

Enron,

WorldCom

and

Tyco.

Such

consequences

have

propelled

the

current

institutional logic on corporate governance away from a focus on the organization into a realm

which focuses on shareholders. Organization need to be careful however with implementing

structures and policy that only appear to satisfy regulatory requirement for good governance

while in essence not embracing the spirit that emanates from said regulations.

Guardian Holdings Limited (GHL) has been able to maintain a stable long term credit rating over

the last

several

years.

As

local

laws

become

more

stringent

to

ensure

national

compliance

with

international financial agencies, GHL could see this rating fall if fails to truly comply. An analysis

of its corporate governance practices reveals minor deficiencies around the structure of key

board committees and the annual performance assessment that is recommended in the

Trinidad & Tobago corporate governance code.

The situation is evaluated against contemporary literature on the subject of corporate

governance and

several

recommendations

are

presented.

These

include

1. Assignment of an independent director to lead the core remuneration and nomination

committee.

2. Periodic evaluation of the directors, the board and its committees.

3. Improved reporting on corporate governance issues


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Table of Contents

Assignment Statement .................................................................................................................................. 3

Approach ....................................................................................................................................................... 3

Executive Summary ....................................................................................................................................... 5

Introduction .................................................................................................................................................. 7

Company Background ................................................................................................................................... 9

Problem statement ..................................................................................................................................... 10

Data Capture ............................................................................................................................................... 10

Literature Review and Analysis ................................................................................................................... 12

Board Structure and Composition .......................................................................................................... 12

The Governance Process ......................................................................................................................... 16

Recommendations ......................................................................................................................................

18

Conclusion ................................................................................................................................................... 19

Appendix 1 – Unitary vs. Two‐Tier board structure .................................................................................... 20

Appendix 2 ‐ Organizational Structure ........................................................................................................ 21

References .................................................................................................................................................. 22

List of Figures .............................................................................................................................................. 24

List of Tables ............................................................................................................................................... 24


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Introduction

Unlike the Sarbanes‐Oxley Act of 2002 which imposed, on companies incorporated in US,

mandatory requirements aimed at protecting shareholders … companies in Trinidad and

Tobago can choose to comply with the corporate governance code or explain why they have

not or cannot comply. This “comply or explain” approach hinges on the philosophy that a

standardized approach to governance will not fit all organizations and as such, hopes that

organizations would accept the spirit of the code by integrating it into policies that are

applicable to the organization. This approach relies heavily on the conscience of shareholders

who are expected to penalize organizations, who fail to comply without a justifiable reason, by

selling their stake in these organizations (Walker, S, Corporate Governance: Its effect on Share

Price, 2013).

This reliance on shareholders is central to the current institutional logic of corporate

governance which speaks to maximizing shareholders’ wealth (Joseph, J, Ocasio, W &

McDonnell, MH, 2014). After all, corporate governance issues were birthed in the wake of the

separation of corporation ownership and control. The controllers (management, board of

directors) are implored to act in the best interest of the owners (shareholders) (OECD Principles

of Corporate Governance, 2004). From this we derive a definition of corporate governance as

being

…

“A set of relationships between a company’s management, it’s boards, its shareholders and

other stakeholders, which also provide the structure though which the objectives of the

company are set and the means of attaining those objectives and monitoring performance are

determined” (OECD )

The main objective of successful companies is attaining and sustaining competitive advantage,

evidenced by a healthy share price and annual profits. The philosophy of good corporate

governance

suggests

adherence

to

five

key

principles,

is

the

best

means

through

which

this

objective should be pursued. These principles form the headlines of the Trinidad & Tobago

corporate governance code (TTCGC).

1.

Leadership

2.

Effectiveness


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3.

Accountability,

4. Remuneration and

5. Relationship with shareholders

Guardian Holdings Limited (GHL) believes that adherence to the code facilitates active co‐

operation between the company and its stakeholders in creating a sustainable and financially

sound enterprises (GHL CG Report, 2013). GHL been successful in implementing several key

aspects of the TTCGC, however there are several important areas where it should seek

improvement. This report analyzes these areas and makes recommendations on how these

shortcomings could be addressed.


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Company Background

(Guardian Group Website; Investor Relations page)

Guardian Holdings Limited (GHL) is a holding company formed in 1982 and became a publicly

listed company in Trinidad & Tobago in 1996. GHL’s subsidiaries provide financial services

through the production, distribution, and administration of insurance and investment products.

GHL’s operations are conducted primarily throughout the Caribbean. However several services

are selectively provided worldwide through the Group’s international business segment. There

are three main business segments:

1. Life and Health Insurance, and Pensions

2. Property and Casualty Insurance and

3. Asset Management.

GHL is rated by rating firm, A.M. Best Company Inc. (AMB), and over the last couple years has

consistently received a long term credit rating of BBB. This rating described by AMB as

‘adequate’, is the lowest acceptable rating on its ‘Investment Grade’ scale. It means GHL “has

adequate ability to meet the terms of the obligation; however the issue is more susceptible to

changes in economic or other conditions” (Guide to Best’s Debt and Issuer credit rating, 2014).

In 2014, the company realized a profit of over $TT 400 million ($US 62M) and an earnings per

share

(EPS)

of

$TT

1.62.


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Problem statement

In the wake of several large international scandals, the root cause of which has been

determined to be poor corporate governance, the institutional logic of corporations has forcibly

developed a keen focus on securing shareholders’ interest. The local legal response, the

TTCGC, provides guiding principles but minimal templates for implementation. As such, it leaves

itself open to individual interpretation. The board of GHL has made a concerted effort to

develop structures, processes and policies that demonstrate compliance to the TTCGC.

However, there are several key areas where they seem to miss the spirit of the code;

1. The independence of the chairman for a key board committee

2. The periodic evaluation of the individual directors and the board as a whole

3.

The reporting of key corporate governance issues to its shareholders

Data Capture

As GHL is listed on the Trinidad & Tobago stock exchange, many of the documents required to

execute this analysis are either in the public domain or available from the company’s website.

The

following

documents

were

obtained

1. Guardian group 2013 corporate governance report which details the corporate

governance policy adopted by GHL in January 2013. The policy is a direct response to

GHL’s adoption of the TTCGC. It also explains the structure and composition of the

board and its committees. In it, the 2013 committees’ reports are presented.

2. Guardian group 2014 Annual report. This report was presented and approved at the

company’s 2014 annual meeting of shareholders. The financial statement contained

therein

is

only

a

summary

and

the

external

auditors

carefully

noted

that

“The

summary

consolidated financial statements do not contain all the disclosures required by

International Financial Reporting Standards. Reading the summary consolidated

financial statements, therefore, is not a substitute for reading the audited financial

statements of the Group” (GHL consolidated financial statement, 2014). This is


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reminiscent of the SOX (section 302 & 906) which mandates that annual financials be

certified by the principal financial officer. From this document the organization’s

financial performance is given as well as the board committees’ 2014 reports.

3.

The organization structure of GHL and profiles of its directors

To assess the data obtained, the following documents were used

The Trinidad & Tobago corporate governance code 2013 (TTCGC)

The UK corporate governance code 2014 (UKCGC)

The Sarbanes‐Oxley Act of 2002

The Cadbury report of 1992

The analysis of the data collected suggest that GHL has complied with the TTCGC as far as it

relates to

Acceptable board structure

Annual financial reporting to stakeholders

Inclusion of shareholders in annual meetings and the use of Proxy voting to facilitate

shareholder involvement

However, it

also

highlights

several

key

deficiencies

as

noted

in

the

problem

statement

above.


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Literature Review and Analysis

Board Structure and Composition

Figure 1 – Possible evolution of board composition (Influenced by William Pounds’ lecture on

corporate governance. Viewed on YOUTUBE https://youtu.be/PC_acEzfL9Q )

Though the literature does not allude to the best board composition, it notes that most publicly

listed company tends to have a unitary, mainly non‐executive board. GHL’s has a unitary board

composed of a majority of non‐executive directors … having eleven directors, only three of

whom

are

executive

directors

(See

Table

2

below).


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Composition Typical Applicability Defining

Characteristic

Advantages Disadvantages

Entirely

executive

Small firms, family run

companies, startup

business

Directors are also top

management

personnel

‐ Easy to synergize

strategy

formation with

execution

‐ No board

independence

‐ CEO and

Chairman

typically the

same person

Mainly

executive

Growing business

requiring refined strategy

and more external

financing

Some directors are

experienced subject

matter experts

recruited to assist

board

‐ Availability of

perspective

independent of

management

‐ Low board

independence

Mainly non‐

executive

Publicly listed companies Stakeholders can

influence appointment

of independent

directors

‐ Greater board

independence

‐ Increased access

to external, low

cost capital.

‐ Executive

directors

interface with

company & have

a lot of power

Entirely non

‐executive Non

‐profit

entities

Subsidiary companies Directors

drawn

from

interest groups ‐ Different

perspectives

represent

stakeholder

interest

‐ Board

independence

‐ Otherwise

employed

directors have

limited time

dedicated to

governing

organization.

‐ Heavy reliance

on CEO for

interface with

management

Table 1 – Comparison of board composition

The TTCGC makes specific recommendation on board composition but not its structure. The

recommendations are based on the principle that “there should be a balance of independence

and diversity of skills, knowledge, experience, perspectives and gender among directors so that

the Board works effectively” (TTCGC 2013).

The UKCGC also expounds the importance of board diversity. Diversity allows varying

perspectives that leads to better discussions. It allows varying stakeholder interests to be

represented (Kang, H, Cheng M & Gray SJ, 2007). To comply with the code, boards are advised

to

1. Be composed of enough independent directors to facilitate unbiased decision making

untainted by undisclosed conflicts of interest. The use of ‘enough’ is vague and open to

interpretation. GHL defines enough as “at least 30% of the board” (GHL Corporate


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governance report 2013). Of the eleven directors, four are independent (36%) satisfying

the requirement. In contrast to this the UKCGC requires half the board of large

companies to be non‐executive, independent directors.

2.

Balance its independence against necessary skills, knowledge, experience, perspectives

and gender. Table 2 demonstrates that there appears to be a balance of the required

skill set and expertise on the board. However, there is only one female director. It could

be argued that GHL does not satisfy the requirement for gender diversity except he

TTCGC does not offer a benchmark against which gender diversity can be measured.

3. Ensure the chairperson is a non‐executive director and preferably an independent

director (the UKCGC mandates that the chairman be independent). Where the

chairperson of the board is not an independent non‐executive director, the board

should appoint a lead independent director. The current chairman is not an

independent director, based on the definition of independence adopted by GHL.

Compliance with the requirement is achieved by the appointment of the deputy

chairman as the lead independent director.

4. Establish, at a minimum, three supporting committees comprised mainly of

independent directors. These committees are the audit, nomination and remuneration

committee.

GHL

has

established

the

Audit

committee

as

required

by

the

TTCGC.

They

have combined the ‘Remuneration’ and ‘Nomination’ committees into one. This

committee is not chaired by an independent director as is required by the TTCGC.

However, the code does allow for the board chairman to head these committees so

technically, GHL is not in breach of the code. As 75% of the committee comprises

independent directors, GHL asks the stakeholders to accept that this composition would

result in the committee’s deliberations being independent. Notably however, the

chairman

of

the

board

and

of

this

powerful

committee

is

the

4th

largest

shareholder

(6.29% of shares) and has a material interest in the largest shareholder of the company

(Tenetic Limited – 15.46% of shares) (GHL 2014 Annual Report)


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COMMITTEES

Director Independent Executive Audit Remuneration

& Nomination

Corporate

Governance

Risk &

Complianc

Mr. Arthur Lok Jack; Chairman (CM) NO NO x CM x

Mr. Ravi Tewari (CEO) NO YES x

Mr. Douglas Camacho NO YES

Mr. Richard

Espinet

NO YES

Mr. Maxim Rochester NO NO

Mrs. Marianne Loner NO NO

Mr. Imtiaz Ahamad NO NO x x

Mr. Peter Ganteaume (Deputy CM) YES NO x x x

Mr. Philip Hamel‐Smith YES NO x CM x

Mr. Antony Lancaster YES NO x x CM

Mr. Selby Wilson YES NO CM

Table 2 – Analysis of GHL Board Committees

Director

Area of

Expertise

/ Key

Skill

set Board

Appointment

Mr. Arthur Lok Jack (CM) Entrepreneurship Director since 1997, Chairman in 2004

Mr. Ravi Tewari (CEO) Health and Pensions Director since 2014

Mr. Douglas Camacho Insurance Director since 1998

Mr. Richard Espinet Insurance Director since 2014

Mr. Maxim Rochester Accounting Director since 2014

Mrs. Marianne Loner Finance & Banking Director since 2014

Mr. Imtiaz Ahamad Business Management Director since 2003

Mr. Peter Ganteaume (Dep. CM) Finance, Accounting and Auditing Was a previous CEO of GHL (1999)

Mr. Philip Hamel‐Smith Law Director since 1997

Mr. Antony Lancaster Insurance Director since 2003

Mr. Selby Wilson Finance & Accounting Director since 1997

Table 3 ‐

Analysis of

GHL

Board

of

Directors

The importance of non‐executive directors being ‘independent’ is a theme that resonates

throughout the governance codes. Consequently the codes offers a definition of independence

that addresses the possible ties that the director may have had or have with the company. They

explore

Prior employment

Prior board membership

Family ties to key personnel

Ownership of shares or material interest in the company

The essence of which is to ensure that the decision making process is free from conflict of

interest.


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The Governance Process

In the wake of several global scandals, the public expects corporate governance to prevent the

reoccurrence of such scandals. Sir Adrian Cadbury offers that “… the corporate governance

framework is there to encourage the efficient use of resources and equally to require

accountability for the stewardship of those resources…” (Sir Adrian Cadbury, Corporate

Governance Forum). It is hoped that the structure would ensure that “corporations are made

responsive to the rights and wishes of stakeholders” (Demb and Neubauer, 1992).

To do this this, the Cadbury report (1992) suggest the following be done

1.

Increased use of independent or non‐executive directors. As noted above, of GHL’s

eleven directors, eight are non‐executive. Of these eight, four are independent.

2. The creation of three key committees. Fulfilled by GHL as noted above.

3. Separation of the chairman and CEO role. The chairman of the GHL board is not the

Chief Executive Officer (CEO) of the group. Note, this is also recommended by both the

UKCGC and TTCGC.

4. Adherence to a detailed code of conduct. GHL has a defined value statement published

on their website that speaks to the code of conduct they follow. In theory, this value

statement satisfies the requirement. The spirit of the code however, would require the

directors to live the values day to day before boasting of compliance.

The recommendations, listed above, are expected to guide the board in the execution of their

key roles which comprise but are not limited to

Strategy formulation

Maintaining

accountability

Policy making

Supervision of executive activities

According to the TTCGC, boards can facilitate this accountability by


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1.

Defining a process by which the opinion and view of stakeholders could be solicited.

GHL has put a proxy system in place for inclusion of the shareholders in the voting

process. The proxy form is very structured and the one viewed during my research does

not facilitate solicitation of shareholder’s views outside of the issue being voted on.

Never the less, the fact that shareholders are invited to attend the annual meeting

shows that a forum is available for shareholders to interface directly with the board

2. Developing a procedure for periodic evaluation of board members’ individual and

collective performance. GHL has created a “Corporate Governance” committee which

wields the responsibility, among others, of “…developing and implementing processes

to assess board and committee effectiveness…” The charter of the committee was last

reviewed and approved in March 2013. The charter does not speak to mandatory

reporting of board evaluations. Furthermore, between March 2013 and December 2014,

the committee met only 6 times (See table 4 below). It has failed to agree on a process

for evaluating the performance of the directors and the board as a whole.

3.

Generate, at a minimum, annual reports for stakeholder review. GHL’s 2014 annual

report referenced in the data capture section above is proof that this requirement is

being fulfilled.

4.

Develop

and

enforce

policy

re:

material

disclosure

and

expression

of

conflict

of

interest.

GHL’s 2013 corporate governance report references a ‘conflict of interest policy’. The

compliance with the policy is monitored by the corporate governance committee. No

conflicts of interest are noted in GHL’s 2014 annual report.

Table 4 – Analysis of board committees with respect to their chairman and the number of time they

convened a formal meeting

# Committee Independent

Chairman?

Meetings in

2013

Meetings in

2014

1 Audit Committee Yes 5 7

2 Remuneration & Nomination Committee No 7 3

3

Corporate Governance

Committee

Yes

4

2 4 Risk & Compliance Committee Yes 4 4

5 Enterprise Investment Committee No 4 Not reported


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Recommendations

It is recommended that the following be done

1. Foremost an independent director should be appointed to lead the remuneration and

nomination committee. Though the TTCGC makes no attempt at defining what the

chairman of the board committees should look like (except for the Audit committee),

the Cadbury report and UKCGC, after which the TTCGC is patterned, recommends that

the chairman of these committees be independent directors. GHL fails to honor the

spirit of the code and instead exploits a loophole by assigning its board chairman (who is

not independent) to head this committee.

2. The TTCGC and even the charter of GHL’s corporate governance committee speak to

periodic evaluation of the individual directors and board, inclusive of the chairman. The

UKCGC states “…The board should undertake a formal and rigorous annual evaluation of

its own performance and that of its committees and individual directors…” This

requirement is not being complied with and no explanation has been given. It is

recommended that the periodic evaluation commences before the end of the financial

year. To measure the effectiveness of its processes and policies, the GHL board must

define measurable goals and KPIs and perform periodic assessments against those goals

and

KPIs

to

ascertain

success.

Though

it

could

be

argued

that

GHL’s

positive

financial

report confirms good performance by the board, this is insufficient. Evaluations are a

core principle of the TTCGC & UKCGC and should be complied with. It is expected that

the outcome of these evaluations also be reported to the stakeholders in an annual

report

3. There is minimal reporting on corporate governance issues even though a section in the

annual report is dedicated to it. Instead, the report only captures the theory of

corporate

governance.

The

actual

reporting

must

be

improved

to

List all conflict of interested for the shareholders to peruse

Demonstrate that an induction was done for the newly appointed board members

Speak to succession planning and how it is currently progressing

Update the shareholders on GHL’s compliance with the TTCGC


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Conclusion

GHL have made a concerted effort to ensure compliance with the TTCGC and the institutional

logic of the day that focuses on shareholders’ interest. However, just like institutional logic

which provides guiding principles but no detailed templates, the governance code leaves itself

open to interpretation and facilitates ranging variations in the way it is implemented. As such,

shareholders must be vigilant in detecting when boards respond to legal requirements by

developing structures, processes and policies that demonstrate compliance but misses the

spirit of the code. (Joseph, J, Ocasio, W & McDonnell, MH, 2014)

GHL has been great in

Establishing

a

board

structure

that

is

compliant

to

the

TTCGC

and

the

UKCGC

Establishing the required audit committee

Ensuring the annual reporting to stakeholders and the use of Proxy voting to facilitate

shareholder involvement

However, the following could be improved

The combined remuneration and nomination committee is chaired by a director who

does not meet the independence criteria. This must be rectified

Not enough

evidence

is

provided

to

the

shareholders

to

demonstrate

that

a concerted

effort has been made by the corporate governance committee to develop and

implement processes to evaluate the performance of the directors and the board as a

whole

Reporting on corporate governance issues need to move from simply identifying the

theory with which GHL agrees, to actually providing progress updates on how GHL is

complying with the theory

Respectfully submitted

Jason Graham

Lead Consultant ‐ JG Consultants Limited


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Appendix 1 – Unitary vs. Two‐Tier board structure

BOARD

COMAPNY COMAPNY

SUPERVISORY BOARD

(Mainly Non‐Executive Directors)

MANGEMENT BOARD

(Mainly Executive Directors)

UNITARY BOARD STRUCTURE TWO‐TIER BOARD STRUCTURE

One BOARD

(Mainly Non‐Executive Directors)

Figure

2

–

Diagrammatic

representation

of

a

unitary

and

two

tier

board

structure

(Tricker,

B,

2012)


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Appendix 2 ‐ Organizational Structure

Copied from:

http://trinidad.myguardiangroup.com/guardianholdingslimited/organisationstructure/


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References

A.M. Best Company Incorporated, Guide to Best’s Debt and Issuer credit rating, 2014

Caribbean Corporate Governance Institute, Trinidad and Tobago Chamber of Industry and

Commerce, The Trinidad and Tobago Stock Exchange Limited, Trinidad & Tobago corporate

governance code, 2013

Demb and Neubauer, 1992

Financial Reporting Council, The UK corporate governance code, 2014

Guardian Group, Corporate Governance report, 2013

Guardian Group, Annual report, 2014

Guardian Group website, www.myguardiangroup.com

Viewed 14th

June, 2015

Joseph, J, Ocasio, W & McDonnell, MH 2014, ‘The structural elaboration of board

independence: executive power, institutional logics, and the adoption of the CEO‐only board

structures in US corporate governance’, Academy of Management Journal, vol. 57, no. 6, pp.

1834–1858.

Kang, H, Cheng M & Gray, SJ 2007, corporate governance and board composition: diversity and

independence of Australian boards, Corporate Governance: An International Review, vol. 15,

no. 2, pp. 194–207.

Martins, T, Corporate Governance, Investment Analysis & Credit Ratings

http://www.caricris.com/index.php?option=com_commentary&view=articlecommentary&id=1

3&Itemid=41

Viewed 14th June, 2015


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Organization for economic co‐operation and development (OECD), Principles of Corporate

Governance, 2004).

Senate and House of Representatives of the United States of America in Congress assembled,

The Sarbanes

‐Oxley

Act

of

2002,

2002

Sir Adrian Cadbury, the Financial Aspects of Corporate Governance, 1992

Tricker, B, Corporate Governance Principles, Policies and Practices, 2nd

Edition, 2012

Walker, S, Corporate Governance: Its effect on Share Price, 2013


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List

of

Figures

1. Figure 1 – Possible evolution of board composition (Influenced by William Pounds’

lecture on corporate governance. Viewed on YOUTUBE https://youtu.be/PC_acEzfL9Q )

2.

Figure 2 – Diagrammatic representation of a unitary and two tier board structure

(Tricker, B, 2012 )

List

of

Tables

1. Table 1 – Comparison of board composition

2. Table 2 – Analysis of GHL Board Committees

3. Table 3 ‐ Analysis of GHL Board of Directors

4. Table 4 – Analysis of board committees with respect to their chairman and the number

of time they convened a formal meeting

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Gap Analysis on the Corporate Governance Practices

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