Please answer one of the following questions. Your answer should be 2,000 -2,500 words in length.
1. Natural Resources International is a mining company. It has recently had trouble with a local community near one of its mining operations in Asia. The Board of Directors decides to put an agenda item at their forthcoming meeting entitled ‘The Question of the Importance of our Stakeholders'.
At the meeting itself, Ann and Paul, the two youngest directors, argue that the company has always undervalued any of its stakeholders other than its shareholders and its employees themselves. Reginald, the oldest director, replies, "All of this stakeholder talk is pure nonsense." He goes on to argue that the significance of a company's so-called "stakeholders" has been very much overplayed by the media, and he argues that the only "stakeholders" that are truly worth worrying about are the company's investors. Ann replies that Reginald couldn't be more wrong, arguing that a company that is not mindful of its wider community of stakeholders may run into serious difficulty in the longer term. The Chairman intervenes to say that the Board may not be able to reach agreement on such an issue in a single discussion, and he suggests that the Board commission a study on whatever importance a company's stakeholders, other than its investors and employees, may have. You have been asked to write the memorandum. Advise the Board. There is a considerable literature on this issue, but you will find it helpful to consult the following studies in the first instance: Deloitte, Drivers of Long-Term Business Value: Stakeholders, Stats and Strategy (2012), accessible at
https://www.deloitte.com/assets/DcomUnitedStates/Local%20Assets/Documents/IMOs/Corporate%20Responsibility
%20and%20Sustainability/us_scc_Drivers%20of%20Long_Term%20Value_061312.pdf
Davis and Franks, Costs of Company-Community Conflicts in the Extractive Sector (2014), Harvard Kennedy School et al., accessible at
https://www.hks.harvard.edu/mrcbg/CSRI/research/Costs%20of%20Conflict_Davis%20%20Franks.pdf
2. Ahmad has recently been elected President of a new organisation devoted to corporate governance, the African Corporate Governance Association.
Ahmad has learned that he has been invited to give an address to African Finance Ministers at their next meeting at the African Union. He believes that it will be an ideal opportunity to explain to the Ministers that corporate governance is truly an idea that has come and that they should encourage their respective business communities to embrace the best practice norms of corporate governance.
Ahmad wants to make the argument to the Ministers that the world - including the Developing World - is converging on certain important corporate governance norms such as separating the roles of CEO and Chairman of the Board of Directors and the importance of having independent thinkers on the Board.
Ahmad asks you to write him a memorandum on whether it is realistic to say that there is growing convergence on corporate governance norms. Write him the memorandum.
You will find it helpful to consult the following materials in the first instance:
Center for International Corporate Governance and the Global Corporate Governance Forum, Advancing Corporate Governance in the Middle East and
North Africa: Stories and Solutions (2011), especially pp 51-73, available at
https://www.ifc.org/wps/wcm/connect/c50638804d97d579904db548b49f4568/MENA_CaseStudies_web.pdf?MOD=AJPERES
OECD, Corporate Governance in Asia: Progress and Challenges (2011), available at
https://browse.oecdbookshop.org/oecd/pdfs/product/2611011e.pdf
You can find the corporate governance codes of many Developing Countries, in English, on the website of the European Corporate Governance Institute, available at https://www.ecgi.org/codes/all_codes.php
3. In a recent commentary on governance in family firms, a leading executive search consultancy argued, ‘Corporate governance is a critical enabling factor for the development of family-owned businesses.'
In your opinion, does that comment accurately reflect the significance of corporate governance to large family firms anxious to develop internationally or does the comment exaggerate the significance of corporate governance?
You will find it helpful to consult the following materials in the first instance:
PricewaterhouseCoopers, Family Firm: A Resilient Model for the 21st Century (2012), available at
https://www.pwc.com/gx/en/pwc-family-business-survey/assets/pwc-familybusiness-survey-2012.pdf
Credit Suisse Research Institute, Family Businesses: Sustaining Performance (2012), available at
https://doc.research-andanalytics.csfb.com/docView?language=ENG&source=emfromsendlink&format
=PDF&document_id=999615271&serialid=ar%2BmiufackjVY15u5tKdzltK2EPDF6oqunauVYTq1ws%3D
The commentary itself, by Pedersen & Partners, can be found at
https://www.pedersenandpartners.com/news/2014/17062014-0912/corporategovernance-key-gcc-family-business-groups-need-unlock-full