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1
Tayo-Tiwo, Aderonke Alberta. "Nigerian Banks' Compliance with the Code of Corporate Governance." ScholarWorks, 2018. https://scholarworks.waldenu.edu/dissertations/5788.
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Frequent incidences of bank failures in Nigeria resulting in enormous losses of investments and jobs have raised questions about the level of banks' compliance with the code of corporate governance. This single exploratory case study shifted attention from the banks to the regulators of banks in Nigeria, the Central Bank of Nigeria (CBN), to find out the problems they may be encountering in getting the banks to be fully compliant. Purposeful sampling was used to select 25 senior participants who were directly involved with the monitoring of banks from CBN. The agency theory served as the conceptual framework. The sources of data were semistructured interviews and focus group interviews. The use of member checking and triangulation improved the credibility of the data. Thematic analysis was used in data analysis. Findings showed that the CBN might have identified the shortcomings in their supervision processes and have put measures in place to ensure full compliance. Some of the measures included recruitment of skilled IT personnel to conduct monthly e-examinations of the books of banks, application of steep penalties for noncompliance, the reduction of percentage holding by investors, and continuous training of the staff. Full implementation and continuous evaluation of these measures should make the issue of bank distresses and the attendant loss of depositors' funds and means of livelihood outdated. This will result in positive social change by increasing public confidence in the banks resulting in a growth in the economic activities, more job creation, and greater wealth creation for shareholders.
2
Elmagrhi, Mohamed Husen Ali. "Corporate governance, voluntary compliance, corporate performance and executive pay : evidence from the UK." Thesis, University of Huddersfield, 2016. http://eprints.hud.ac.uk/id/eprint/30301/.
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This thesis quantitatively examines the extent to which UK corporate governance (CG) reforms have been effective in constraining excessive executive pay (EP) and enhancing CG compliance and corporate performance/valuation for 100 UK non-financial listed companies over the period 2008-2013 (i.e., 600 observations). In particular, this study aims to: (i) examine compliance and disclosure levels of CG rules contained in the 2010 UK Combined Code; (ii) examine factors that determine compliance and disclosure levels of CG recommendations contained in the 2010 UK Combined Code; (iii) investigate CG’s influence, using both the composite-CG-index and the individual-CG-variable models, on corporate performance/valuation; (iv) analyse the interaction effect of ownership structure variables on the UK CG index (UKCGI)-Performance nexus; (v) examine the impact of firm-level CG quality on executive pay (EP), using both models; and (vi) investigate that the interaction effect of ownership structure variables on the UKCGI-EP relationship. Firstly, this study employs one the most extensive hand-collected datasets on CG compliance and disclosure practices comprising 120 CG provisions extracted mainly from 2010 Combined Code to examine the level and the antecedents of CG compliance and disclosure. The results suggest that there is still substantial variation in CG practices among the UK firms. The study also finds that firm-level voluntary CG disclosure is significantly influenced by ownership structure and board characteristics. Secondly, and with regard to the third and fourth objectives, the findings indicate that firm-level CG quality, proxied by the UKCGI, is positively linked with both Tobin’s Q (Q-ratio) and return on assets (ROA), but has no significant link with total shareholder return (SR). Additionally, the findings obtained from the individual-CG-variable model are mixed. For example, and briefly, board size and board independence are statistically significant and positively related to Q-ratio, whereas other variables are either insignificantly or natively related to Q-ratio. The findings also suggest that, ownership structure variables moderate the association among the UKCGI, Q-ratio and ROA, but have no moderating effect on the UKCGI-SR nexus. Finally, and in terms of the final two objectives, the findings indicate that UKCGI is negatively related to executive pay (EP). Similarly, and using the individual-CG-variable model, the results are mixed. For example, and briefly, board size, board independence and board diversity are negatively related to EP, whilst other mechanisms are either insignificantly or positively related to EP. The findings also suggesting that ownership structure variables moderate the UKCGI-EP nexus.
3
Rashed, Chra, and Georgiana Larsson. "UK pension providers´compliance with corporate governance codes, 2007-2009." Thesis, Internationella Handelshögskolan, Högskolan i Jönköping, IHH, Företagsekonomi, 2011. http://urn.kb.se/resolve?urn=urn:nbn:se:hj:diva-15081.
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The United Kingdom Combined Code is today the most fundamental corporate governance code applicable in United Kingdom. The nation of United Kingdom encourages governance practices by implementing the Directive 2006/46/EC on a voluntary basis before being mandatory. While corporate governance is applicable to many corporations, pension providers may be seen as one of the ideal market sector for governing, since they act as institutional investors representing a major shareholder group. Institutional investors may even improve corporate governance practices as they represent a major part of public sector capital. Owning large amount of shares, their function is to supervise in the firms’ corporate governance activities in order to monitor the transparency and disclosure procedures. To be able to monitor other companies' activities, pension providers must set up an example for enforcing corporate governance practices themselves and follow them respectively. This descriptive case study observes the corporate governance structures represented in annual reports of five large chosen pension providers during the years 2007 to 2009 capturing the financial crisis occurring in 2008, in United Kingdom. The purpose of the study is to examine if strong corporate governance is incorporated in the following pension providers, Aberdeen Asset Management plc, Aviva plc, Prudential plc, Royal London Mutual Insurance Society Limited and Standard Life plc. The focus is on board composition and established committees. The scope of this study answers the following research question: How do the five pension providers, Aberdeen, Prudential, Royal London, Standard Life and Aviva, comply with or explain deviations found in their respectively annual reports from 2007-2009 in accordance with the Combined Code 2008 and the Annotated Combined Code 2005? Fundamental for pension providers is to work on a long-term basis with value creation as goal. Still the core focus of corporate governance remains, to create a system offering protection for all stakeholders. As the result shows, all of the five chosen corporations strongly implement national corporate governance practices throughout 2007-2009 on both board composition and established committees. Still, they suffered short-term negative fluctuations from the United Kingdom financial crises in 2008, but recovered shortly afterwards. Even though these fluctuations occurred, all of the corporations have long-term value as one of their main objectives. The long-term value can partly be sustained by strong corporate governance practices as it a main objective in corporate governance.
4
Krimmer, Peter. "Sarbanes Oxley compliance identifying gains and costs for European companies." Saarbrücken VDM, Müller, 2005. http://deposit.ddb.de/cgi-bin/dokserv?id=2787618&prov=M&dok_var=1&dok_ext=htm.
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5
Persson, Therese, and Helena Karsberg. "Swedish Code of Corporate Governance : A study of the compliance with the code among Swedish listed companies." Thesis, Jönköping University, JIBS, Business Administration, 2005. http://urn.kb.se/resolve?urn=urn:nbn:se:hj:diva-90.
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After several scandals in the US, the focus on corporate governance has increased rapidly and led to implementations of “codes of best practice” in many countries. In 2002, the Swedish government appointed a committee with the purpose to develop a Swedish Code of Corporate Governance. The purpose with the code is to help the Swedish industry to regain its confidence in order to attract capital after the scandals that have occurred. The code shall be implemented by Swedish com-panies listed on the A-list on the Stockholm stock exchange and companies on the O-list with a market value above 3 billion SEK and shall be implemented by the 1:st of July 2005.
The code is based on the principle “comply or explain” which means that companies do not have to comply with the requirements of the code as long as they explain their reasons why they deviate. The purpose of this thesis is thereby to examine to what extent Swedish companies prepare to comply or are already complying with the requirements of the code and the reasons for possible deviations regarding the level of compliance between the companies. In order to answer the purpose stated, the authors have chosen to use both a quantitative and a qualitative method. The authors have sent surveys to all companies obliged to implement the code in order to find out to what extent the Swedish companies prepare to comply or are already complying with the code today. In order to answer the second research question, why companies prepare to comply, or are complying to different degrees, hypotheses were stated and interviews with five companies listed on the Stockholm stock exchange were made.
The authors found a high compliance rate among Swedish companies, with a mean of 88,49%. The companies on the A-list are complying to a larger extent than the ones on the O-list. Based on the hypotheses, the authors found that companies with higher turnovers are more likely to comply with the code to a larger extent than companies with lower turnovers. Additional reasons to a high degree of compliance rate with the code, are: the need for resources, the impact of media, the culture and personal values within the organization and the fact that the code does not imply any major changes for the organization. Reasons why companies do not prepare to comply or are already complying to a large extent are: the increased devotion of resources that the implementation requires, the high level of details and the complicated requirements of the code. These last-mentioned factors lead to difficulties to interpret the requirements of the code and increased bureaucracy, which thereby lead to a lower level of compliance.
6
Sobhan, Md Abdus. "Corporate governance reform in a developing country : the case of Bangladesh." Thesis, University of Edinburgh, 2014. http://hdl.handle.net/1842/9935.
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Bangladesh reformed its corporate governance by adopting Bangladesh Corporate Governance Guidelines-2006 (the BCGG-2006 hereafter) due to pressures from international financial institutions (IFIs). However, there is huge controversy in prior literature regarding the IFIs’ suggested reform initiatives. The thesis asks specific research questions: RQ1. Do institutional investors and bankers in Bangladesh perceive that the level of compliance with the BCGG-2006 by the investee or borrowing company influences the investment and lending decisions respectively? RQ2.1. To what extent is the BCGG-2006 implemented in form rather than in substance? RQ2.2 Is there a relationship between the nature of compliance with the BCGC-2006 and firm performance? RQ3.1. To what extent does reported compliance with the BCGG-2006, as reported in annual reports, overstate underlying compliance with the BCGC-2006? RQ3.2 Does the overstatement of compliance reported in annual reports lead to a different relative ranking of a firm’s corporate governance structure? RQ3.3 What factors influence the overstatement of compliance with the BCG-2006 in annual reports? To investigate RQ1, an inductive approach is taken and data are collected by using semi-structured interviews of investment managers and credit rating analysts. In order to examine the remaining RQs, a deductive approach is taken and data are collected: (1) by using a structured survey questionnaire addressed to company secretaries or CFOs; and (2) from annual reports and stock exchanges. With respect to RQ1, this study finds (1) strong evidence that institutional investors and bankers perceive limited impact of corporate governance mechanisms recommended by the BCGG-2006 on investment and lending decisions respectively. In order to theorise the above findings, two theories: agency theory and the theory of path dependence are contrasted. Using a grounded theory coding, this study finds that (1) companies are locked in the path of control by sponsor families and sponsor families then impede the implementation of the BCGG-2006 and (2) institutional investors and bankers lock themselves in the path of name-based and relationship-based investment and lending practices which deters consideration of corporate governance mechanisms introduced by the BCGG-2006. Very few interviewees provide an explanation consistent with the agency theory. This evidence thus points more to the theory of path dependence than to agency theory. In relation to RQ2.1, this study finds that local privately-owned companies and government-owned companies either do not comply or comply in form but not in substance with the BCGG-2006, while subsidiaries of foreign multinational companies comply in form and in substance with the BCGG-2006. The relative strength of path dependence in local privately-owned companies and government-owned companies and subsidiaries of foreign multinational companies explains these results better than agency theory. The evidence with respect to RQ2.2 provides an indication that the nature of compliance with separation of the chairman and CEO, board independence and audit committee does not have an association with firm performance in case of local privately-owned companies. However, the evidence in relation to RQ2.2 provides an indication that the nature of compliance with the corporate governance mechanisms introduced by the BCGG-2006 makes a difference in firm performance in subsidiaries of foreign multinational companies. With respect to RQ3.1, it is found that companies overstate compliance with the BCGG-2006 in annual reports. With respect to RQ3.2, this study finds that the rank of a firm’s corporate governance is different when comparing compliance with the BCGG-2006 as reported in annual reports with compliance with the BCGG-2006 as stated in the survey. With respect to RQ3.3, it is found that overstatement of compliance is more pronounced with respect to less-observable provisions of the BCGG-2006, is positively associated with control by sponsor families and is negatively associated with control by institutional investors. This evidence is again more consistent with the theory of path dependence and institutional logic than agency theory. The findings of this thesis suggest that corporate governance researchers in developing countries should consider the role of path dependence rather than agency theory exclusively. This thesis also makes a methodological contribution by investigating overstatement of compliance with the BCGG-2006. The findings of this study may also assist regulators in developing countries and the IFIs in formulating future governance guidelines for developing countries.
7
Ferdous, Chowdhury Saima. "Compliance with codes of corporate governance in developing economies : the case of Bangladesh." Thesis, University of Birmingham, 2013. http://etheses.bham.ac.uk//id/eprint/3993/.
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This thesis investigates the overall acceptance of the Code of Corporate Governance for Bangladesh by examining the level of acceptance and the factors influencing compliance. The study identifies the code provisions which are most and least complied with and examines the perceptions of different stakeholder groups relating to the barriers of good governance, the causes of non-compliance with the Code and the appropriate model of governance for Bangladesh. The study uses a questionnaire survey for the listed companies in Bangladesh and the semi-structured interview method with the stakeholder groups. The shareholder and the stakeholder theoretical perspectives are adopted to interpret the results. The findings suggest that the level of compliance amongst the sample companies is at a moderate level. However, the findings also indicate that the sample companies are following the regulatory provisions, and the Code is yet to be widely accepted by the companies. The corporate infrastructure of Bangladesh appears to be dysfunctional in most, if not all, aspects. Hence, the polarization of the shareholder and stakeholder perspectives is to some extent unrealistic in the case of Bangladesh; rather an appropriate model of governance is considered to be the one that prioritizes the needs and ability of the country.
8
Jacob, Björktorp, and Robert Källenius. "Comply-or-explain in Sweden : A study on the quality of non-compliance explanations." Thesis, Internationella Handelshögskolan, Högskolan i Jönköping, IHH, Företagsekonomi, 2016. http://urn.kb.se/resolve?urn=urn:nbn:se:hj:diva-30074.
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Purpose: The purpose of this study is to examine the effectiveness of the comply-or-explain principle in Sweden to determine if the flexible approach is functioning as in-tended. Research design: This paper scrutinizes the quality of the explanations with respect to the Swedish Corporate Governance Code. A quantitative research with a cross-sectional design has been performed and the data collection covers 241 companies listed on Nasdaq OMX Stockholm for the fiscal year of 2014. The secondary data has been gathered from corporate governance reports of the researched companies and analysed by using a tax-onomy of explanations. Findings: The report demonstrates that the comply-or-explain principle in Sweden is effective. A clear majority of the explanations, 71,8%, were deemed as informative, mean-ing that a large proportion of the Swedish firms are utilizing the flexible approach in an effective manner. However, one out of four explanations were classified as insufficient and we have thus provided recommendations in order for the code to become even more effective. Contribution: Our findings provide insights on how the comply-or-explain principle works in a country that is supposed to be a leading example of how the comply-or-explain approach should be implemented. This study should be of significance for policy makers considering that we have outlined how the principle works and provided recommenda-tions on how the Swedish Corporate Governance Code can be improved. Value: Our findings demonstrate that companies listed on Nasdaq OMX Stockholm pro-vide high quality explanations that can serve as an inspiration for companies listed in other countries. Furthermore, the results indicate that managers are likely to act within ethically desired norm. Considering the social implications, as Swedish firms are informative in terms of explanations, it minimizes the risk of firms acting dishonestly.
9
Akande, Oyebola Bejide. "Corporate Governance Issues in the Nigerian Banking Industry." ScholarWorks, 2016. https://scholarworks.waldenu.edu/dissertations/2467.
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Corporate governance issues resulting from bad governance, fraudulent activities, insider abuse, and corruption have attracted the attention of shareholders and regulators in the banking industry. The financial crisis that erupted from the United States affected the financial institutions of both developed and developing countries, among which Nigerian banks belong. The Central Bank of Nigeria removed 8 managing directors and executive directors due to bad governance, nonperforming loans of 61%, and toxic assets of $13.3 billion; the Central Bank injected 620 billion naira into the banks. The purpose of this multiple case study was to develop an understanding of corporate governance strategies needed to ensure regulatory compliance and enhance financial performance from the perspective of senior management of the regulatory authority and corporate financial leaders. Agency theory served as the conceptual framework for the study. The population for this study was10 senior regulatory leaders and corporate financial leaders in Nigeria. The data sources were semistructured interviews, research notes, codes of corporate governance, and financial reports of banks. Member checking was used to improve the credibility and trustworthiness of the data. After compiling, disassembling, reassembling, and coding the data, 5 themes including the need for: improvement on compliance to corporate governance regulations; effective board governance; training education and awareness on best practices, strategic risk management and internal control; and strategic and effective leadership. Potential implications for social change may include knowledge for investors and the public, who have increasingly relied on financial services in Nigeria to support personal and business goals to identify banks with best practices.
10
Hempel, Jan Markus Wiemken Florian. "Managerhaftung im Wandel Sarbanes-Oxley und corporate governance in Deutschland ; [IT-Risikomanagement und compliance]." Bremen Salzwasser-Verl, 2006. http://deposit.ddb.de/cgi-bin/dokserv?id=2805246&prov=M&dok_var=1&dok_ext=htm.
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Clamer, Roberto. "Avaliação dos sistemas de compliance com a governança corporativa nas organizações da Serra Gaúcha : uma análise nas empresas de capital aberto com ações na BM&F Bovespa." reponame:Repositório Institucional da UCS, 2018. https://repositorio.ucs.br/11338/4158.
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A fraude nos negócios do âmbito empresarial causa temor para a alta direção das organizações, devido à complexidade e ao dinamismo dos processos corporativos, que ensejam ao descontrole da ética de responsabilidade. Contudo, as agências reguladoras, juntamente com as entidades de fiscalização e padronização, bem como os órgãos de repressão aos crimes de corrupção, estão promovendo a integridade nas empresas através das exigências da governança corporativa na administração, com foco na lisura e competência da gestão. Nesse contexto, o sistema de compliance tem função essencial para assegurar a conformidade com as determinações legais, e colaborar na implementação de controles efetivos que aprimoram os fundamentos da governança. Diante disso, esta pesquisa buscou avaliar os sistemas de compliance alinhados com a governança corporativa, utilizados nas empresas de capital aberto e com ações na BM&F Bovespa, localizadas na Região da Serra Gaúcha. Para desenvolver esta pesquisa qualitativa de natureza exploratória, foi realizado um estudo bibliográfico preliminar sobre o tema, a fim de identificar os principais conceitos e encontrar um instrumento válido para a coleta de dados. Destarte, foram realizadas entrevistas com os profissionais especializados das empresas selecionadas, utilizando-se de instrumento semiestruturado definido a priori embasado no Programa Pró-Ética do CGU, e utilizado o procedimento de triangulação com os dados secundários e restritos que foram disponibilizados para a análise, discussão e validação das informações. Os resultados obtidos revelam que as empresas se utilizam do compliance para estabelecer o rigor necessário, a fim de atender tanto as diretrizes internas para a governança corporativa, quanto às normas e leis em vigor. Contudo, a governança corporativa isolada contém técnicas inerentes aos princípios das boas práticas conceituadas pelo IBGC, com o propósito de responder às necessidades de cumprimento às regras de integridade nos negócios, porém com menos rigidez em relação ao compliance. Desse modo, foi possível desenvolver o diagrama conceitual que sintetiza de forma empírica as interações dos mecanismos de compliance com a governança corporativa, fundamentado pelos conceitos teóricos, a fim de constatar a relevância da implementação do sistema de compliance para sustentar com efetividade os princípios da governança corporativa e garantir a ética empresarial.Fraud in business causes fear for the top management oversight of organizations, due to the complexity and dynamism of corporate processes, which lead to a lack of control of the ethics of responsibility. However, regulatory agencies, along with oversight and standardization bodies, as well as corruption crackdown bodies, are promoting corporate integrity through the requirements of corporate governance in management, with a focus on management readiness and competence. In this context, the compliance system has a key role to ensure compliance with legal requirements, and to collaborate in the implementation of effective controls that improve the fundamentals of governance. Therefore, this research aimed to evaluate compliance systems aligned with corporate governance, used in publicly traded companies and with shares in BM & F Bovespa, located in the Serra Gaúcha Region. In order to develop this qualitative research of an exploratory nature, a preliminary bibliographic study on the subject was carried out in order to identify the main concepts and to find a valid instrument for the data collection. Thus, interviews were conducted with the specialized professionals of the selected companies, using a semistructured instrument defined a priori based on the Pro-Ethics Program of the CGU, and used the triangulation procedure with the secondary and restricted data that were made available for the analysis, discussion and validation of information. The results show that companies use compliance to establish the required rigor in order to comply with both the internal guidelines for corporate governance and the rules and laws in force. However, isolated corporate governance contains techniques inherent in IBGC principles of good practice, in order to respond to compliance requirements to business integrity rules, but with less rigidity in relation to compliance. In this way, it was possible to develop the conceptual diagram that empirically synthesizes the interactions of compliance mechanisms with corporate governance, based on theoretical concepts, in order to verify the relevance of the implementation of the compliance system to effectively support the principles of governance corporate ethics and ensure business ethics.
12
Přidal, Martin. "Enhancing the Better Corporate Governance Practice: From Accounting Scandals to Tax Risk Management." Master's thesis, Vysoká škola ekonomická v Praze, 2010. http://www.nusl.cz/ntk/nusl-75024.
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Recent accounting scandals and current global financial crisis have brought new demands on the whole corporate world. The call for better corporate governance is strengthening in all business areas including tax. Tax non -- compliance brings substantial risks for both tax payers and tax revenue authorities. The way how companies manage their tax risks can significantly influence their overall financial performance and reputation. The paper deals with issues of tax non -- compliance as a lack of good corporate governance practice. The main goal of the paper is to put tax into the concept of corporate governance. Moreover, the paper deals with the concept of tax risk management as a way of how tax compliance in general could be enhanced and introduces the current international practice in this field.
13
Erensoy, Mujde. "Corporate Governance Compliance: A Study Of The Publicly Traded Companies On Istanbul Stock Exchange." Thesis, METU, 2011. http://etd.lib.metu.edu.tr/upload/12613939/index.pdf.
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In the contemporary global world, corporate governance is one of the most frequently referred business term. This study examines the corporate governance compliance reports submitted to Capital Markets Board (CMB) by the publicly traded companies on Istanbul Stock Exchange (ISE). In the analysis, relation among corporate governance compliance and size and ownership structure is investigated. Corporate governance compliance scores of the companies are obtained from Corporate Governance Index constructed based on CMB&rsquos Corporate Governance Principles. The results indicate that size for the entire sample of companies has positive effect on total corporate governance score and all sub index scores
in addition, under different sector categories, size affects total and sub index scores positively except service sector. The public ownership percentage singly measures ownership concentration and it affects corporate governance scores positively except stakeholders and board of directors sub indices scores for all companies. For sector categories, ownership concentration has positive effect on only general corporate governance compliance and shareholders sub index scores for finance companies. Foreign ownership percentage has positive effect on shareholders sub index score derived for all and manufacturing sector companies while its effect is negative for all other scores measured. The findings of this study contribute to the relevant literature and welcome new research initiatives within the same area in Turkey.
14
Shabbir, Amama. "Does compliance matter? : an investigation of the relationship between compliance with the UK code of corporate governance and firm performance." Thesis, University of Reading, 2007. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.493812.
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Does compliance with the UK code of corporate governance matter for firm performance? This the central question guiding this entire thesis. Although a few earlier UK studies have examined this issue but have failed to find a clear answer, partly due to data limitations (being cross-sectional), partly due to a rather fragmented approach to the analysis, and perhaps even because performance is not measured appropriately.
15
Mutiro, Newton Sly. "The perception of corporate services in a Metropolitan Municipality on King III good governance compliance." Thesis, Cape Peninsula University of Technology, 2013. http://hdl.handle.net/20.500.11838/1000.
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Thesis submitted in partial fulfilment of the requirements for the degree
Master of Technology: Business Administration in Project Management
in the Faculty of Business
at the Cape Peninsula University of Technology
2013Good governance has been and is a growing phenomenon for almost all business organisations regardless of size, profit margins and purpose for existence. Government, quasi-government, non-governmental organisations and even civic organisations have adopted a project-based approach to business. The City of Cape Town Metropolitan Municipality is one such organisation that had adopted a project-based approach to business. The challenge was how to effectively and efficiently implement governance issues around projects and business organisations. Most organisations can easily be misled if issues of governance are not clearly defined and followed. A project-based approach helps in defining the resources needed at specific times, the time required for a specific task and the cost of a specific operation. In a multi-project environment (programme) resources are shared in a well-defined manner. The City of Cape Town Metropolitan Municipality has a huge responsibility in terms of successfully initiating, planning and implementing projects successfully. The magnitude and the dynamic complexities of their operation call for proper governance structures to be established within any municipality if service delivery is the main objective. Managing complex and mega projects calls for certain leadership traits. A fusion of these traits at different management levels will be critical for effective delivery of services to the electorate. Models and plans need to be in place as guidance to successful implementation of projects. A number of people, committees and institutions have developed different governance frameworks that can be adopted by organisations as a guide to good governance. This research is based on King III guide to good governance. Challenges experienced by other Municipalities and business organisations e.g. Nelson Mandela Municipality, Eastern Cape Education Department, Transnet, LeisureNet, Limpopo Provincial government and many others, directly relate to poor governance. This therefore calls for the investigation of the Corporate Services directorate in the City of Cape Town Metropolitan Municipality to establish the level of compliance with what King III had recommended as a framework for good governance. The City of Cape Town Metropolitan Municipality has different general governance frameworks in place. However they do not use them effectively because of different issues identified by the researcher. The major challenges facing the City of Cape Town Metropolitan Municipality are effective governance communication and lack of training in the practice of good governance. There were serious discrepancies when it comes to understanding and interpreting governance issues within the different levels of management. It is expected that an organisation like the City of Cape Town Metropolitan Municipality should have proper communication channels and effective training programmes. The researcher also found that information is not readily available to people who need it most yet the expectation is that information be readily available.
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LEONEL, Matheus Sabbag. "Programas de Compliance e acionistas: uma an??lise sobre a rela????o entre o perfil do controlador e as pr??ticas de integridade adotadas pelas companhias brasileiras." FECAP, 2017. http://tede.fecap.br:8080/jspui/handle/jspui/748.
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This article presents a evaluation of the compliance programs implemented so far by 249 brazilian publicly traded companies and seeks to assess whether the shareholder identity of these companies can influence the level of adoption of these practices. Initially, it is proposed some questions to evaluate compliance programs based on the Brazilian legislation and corporate governance best practices codes. Therefore, qualitative and quantitative analyzes are applied on the data collected in order to verify the existing relationships between the performance of companies in these questions in which their compliance programs were evaluated and several characteristics of these companies, the central being the profile of the controlling shareholder. The results indicate that there is no influence or statistically significant relation of the shareholder's identity on the level of integrity practices adopted by the evaluated companies. However, other aspects, like the adoption of anticorruption brazilian law and the market segment, show that they have some influence on the adoption of such practices.
Este artigo analisa os programas de compliance implementados por 249 companhias brasileiras de capital aberto em 2016, bem como procura avaliar se os perfis dos acionistas dessas empresas possuem rela????o com o n??vel de ado????o dessas pr??ticas. Inicialmente, avalia-se os programas de compliance a partir de itens presentes na legisla????o brasileira e nos c??digos de boas pr??ticas de governan??a. Na sequ??ncia, s??o aplicadas an??lises qualitativas e quantitativas sobre os dados coletados, no inuito de verificar as rela????es existentes entre o desempenho das empresas nos quesitos em que seus programas de compliance foram avaliados e diversas caracter??sticas corporativas, com destaque para o perfil do acionista controlador. Os resultados indicam n??o haver rela????o estatisticamente significante entre o perfil do acionista controlador e o n??vel de ado????o das pr??ticas de integridade pelas empresas avaliadas. N??o obstante, observa-se que outros aspectos, como a ado????o da lei anticorrup????o brasileira ou o segmento de mercado da empresa, mostram ter influ??ncia sobre a ado????o ou n??o de tais pr??ticas.
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Ullah, S., S. Ahmad, Saeed Akbar, D. Kodwani, and J. Frecknall-Hughes. "Governance disclosure quality and market valuation of firms in UK and Germany." Wiley, 2020. http://hdl.handle.net/10454/17933.
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YesThis study develops a 'comply or explain' index which captures compliance and quality of explanations given for non-compliance with the corporate governance codes in UK and Germany. In particular, we explain, how compliance and quality of explanations provided in non-compliance disclosures, and various other internal corporate governance mechanisms, affect the market valuation of firms in the two countries. A dynamic generalised method of moments (GMM) estimator is employed as the research technique for our analysis, which enabled us to control for the potential effects of endogeneity in our models. The findings of our content analysis suggest that firms exhibit significant differences in compliance, board independence and ownership structure in both countries. The 'comply or explain' index is positively associated with the market valuation of UK firms suggesting that compliance and quality governance disclosure is value relevant in the UK. Institutional blockholders' ownership is however, negatively associated with the market value of firms, which raises questions about the monitoring role of institutional shareholders in both countries. We argue that both compliance and explanations given for non-compliance are equally important, as long as valid reasons and justifications for non-compliance are provided by the reporting companies. These findings thus imply that the 'comply or explain' principle is working well and that UK and German companies could benefit from the flexibility offered by this principle. With respect to the role of board size, board independence, ownership structure, and institutional ownership of firms, this study offers policy implications.
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Souza, Jane Dias Gomes de. "A importância da função de compliance em instituições financeiras." reponame:Repositório Institucional do BNDES, 2013. https://web.bndes.gov.br/bib/jspui/handle/1408/7025.
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O tema foi escolhido devido a sua importância frente as frequentes notícias divulgadas, pela mídia em geral, de casos relacionados às diversas formas de erros, fraudes e corrupções que estão expostas às instituições financeiras. Assim, de forma a evitar e minimizar os efeitos destes atos, que, em alguns casos, podem atingir a imagem da empresa gerando descredibilidade e, em última instância, até a descontinuidade dos negócios e, com isso, sérios reflexos na sociedade, as autoridades competentes buscam minimizar os diversos riscos envolvidos através de leis e regulamentos. No Brasil, tem se estruturado e implantando metodologias de controles internos de maneira a minimizar os impactos financeiros das perdas decorrentes de riscos operacionais. Nos últimos anos, devido aos inúmeros escândalos, percebe-se uma evolução dessas legislações, o que demonstra uma constante preocupação dos órgãos reguladores. Como consequência disso, existe a necessidade de um acentuado aperfeiçoamento dos sistemas de controles pelos profissionais de auditoria, compliance e controles internos. Este estudo busca demonstrar a importância da função de compliance, como um dos pilares de governança dentro das instituições financeiras. A metodologia utilizada foi de pesquisa bibliográfica. A conclusão é que um sistema de controles adequado ao porte da instituição contribui para fortalecimento da imagem perante os stakeholders minimizando o risco de descontinuidade dos negócios.The theme was chosen because of its importance by frequent news reports, the media in general, cases related to various forms of error, fraud and corruptions that are exposed financial institutions. Thus, in order to prevent and minimize the effects of these acts, which in some cases can reach the company's image generating discrediting and, ultimately, to the disruption of business and, with it, serious repercussions in society, the authorities seek to minimize the various risks involved through laws and regulations. In Brazil, has been structured methodologies and implementing internal controls to minimize the financial impact of losses from operational risks. In recent years, due to the numerous scandals, realizes an evolution of these laws, which shows a constant concern of regulators. As a result, there is a need for a marked improvement of control systems for professional audit, compliance and internal controls. This study seeks to demonstrate the importance of the compliance function, as one of the pillars of governance within financial institutions. The methodology used was the literature research. The conclusion is that a system of controls appropriate to the size of the institution contributes to strengthening the image with stakeholders while minimizing the risk of business interruption.
MBA (especialização em Finanças) - Ibmec Business School, Rio de Janeiro, 2013.
Bibliografia: p. 45-46.
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Hassaan, Marwa. "Corporate governance and compliance with International Financial Reporting Standards (IFRSs) : evidence from two MENA stock exchanges." Thesis, Aston University, 2012. http://publications.aston.ac.uk/25613/.
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This study examines the influence of corporate governance structures on the levels of compliance with IFRSs disclosure requirements by companies listed on the stock exchanges of two leading MENA (Middle East and North Africa) countries, Egypt and Jordan. This study employs a cross-sectional analysis of a sample of non-financial companies listed on the two stock exchanges for the fiscal year 2007. Using an unweighted disclosure index, the study measures the levels of compliance by companies listed on the two stock exchanges investigated. Univariate and multivariate regression analyses are used to estimate the relationships proposed in the hypotheses. In addition, the study uses semi-structured interviews in order to supplement the interpretation of the findings of the quantitative analyses. An innovative theoretical foundation is deployed, in which compliance is interpretable through three lenses - institutional isomorphism theory, secrecy versus transparency (one of Gray’s accounting sub-cultural values), and financial economics theories. The study extends the financial reporting literature, cross-national comparative financial disclosure literature, and the emerging markets disclosure literature by carrying out one of the first comparative studies of the above mentioned stock exchanges. Results provide evidence of a lack of de facto compliance (i.e., actual compliance) with IFRSs disclosure requirements in the scrutinised MENA countries. The impact of corporate governance mechanisms for best practice on enhancing the extent of compliance with mandatory IFRSs is absent in the stock exchanges in question. The limited impact of corporate governance best practice is mainly attributed to the novelty of corporate governance in the region, a finding which lends support to the applicability of the proposed theoretical foundation to the MENA context. Finally, the study provides recommendations for improving de facto compliance with IFRSs disclosure requirements and corporate governance best practice in the MENA region and suggests areas for future research.
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Areneke, Geofry. "Comparative study of the impact of compliance with corporate governance regulations & internal governance mechanisms on financial performance of listed firms in Africa." Thesis, Open University, 2018. http://oro.open.ac.uk/55921/.
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This thesis examines and compares the impact of internally generated alternative corporate governance structures and compliance with country-level corporate governance regulations on financial performance of listed firms in South Africa and Nigeria. Firm-level data for the study was collected manually and triangulated with Datastream dataset for 100 listed firms for the period 2010–2014 (500 firm-years) in South Africa and 80 listed firms for the period 2011–2015 (400 firm-years) in Nigeria. Adopting a multi-theoretical approach and more importantly New Institutional Economics (NIE) theory, this study shows that cultural, contextual and institutional similarities and differences in corporate governance mechanisms across different countries impact differently on firm-level behaviour, which affects firm financial performance differently. Empirically, the thesis shows there is a statistically significant positive effect of compliance with Nigerian and South African corporate governance code (compliance index model) on firm accounting performance (ROCE). This implies that firms that comply with corporate governance regulations in both countries benefit from increasing accounting returns more than firms that do not. However, results based on market performance (Q-ratio) show that compliant firms with King III corporate governance guidelines in South Africa are associated with decreasing market valuation (Q-ratio), whereas firms compliant with Nigeria SEC 2011 corporate governance regulations are associated with increasing market valuation (Q-ratio). The alternative internal corporate governance mechanisms (variables in the equilibrium variable models) show similar and consistent mixed results compared to those reported by previous studies. Specifically, in South Africa, excluding board size which showed consistent negative statistically significant coefficients across both performance measures, the rest of the internal mechanisms are either statistically significant with one performance measure but insignificant with the other performance measure or significant with both measures but with contradictory signs of coefficients. Similarly, in Nigeria, out of the 14 firm-level internal corporate governance structures, six showed insignificant results irrespective of the performance measure, whereas six showed significant results with one performance measure and insignificant results with the other. Only gender diversity and ethnic diversity showed consistent statistically significant coefficients across both firm financial performance proxies. The study contributes to corporate governance literature in many ways. First it shows the level of maturity in governance institutions, in addition to normative rules and informal norms across countries, has a significant bearing on firm-level governance practices. More so, historical and contextual path dependence has produced a diversity of firm-level and country-level specific internal CG structures that may work well within an institutional environment in which they have evolved but may not work in others. The resulting consequence is that in countries with developed or more mature governance institutions (e.g. South Africa), stock markets undervalue firms with high compliance with normative governance rules, whereas in countries with emerging/growing governance institutions (e.g. Nigeria), stock markets highly value firms’ compliance with normative governance guidelines. Furthermore, the impact of compliance with normative CG guidelines on firm accounting performance in countries with mature governance institutions (South Africa) is similar to that with emerging governance institutions (Nigeria). More so, despite institutional voids, firms in African markets are committed in improving governance institutions by adopting recommended good CG practices implemented by regulatory authorities. Hence emerging African economies are adopting institutional isomorphic practices in governance compliance. Specifically, firms in these markets are transmitting good governance institutions to emerging economies by improving on their CG practices.
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Silfverskans, Jessica, and Matilda Stakset. "Svensk kod för bolagsstyrning : Efterlevnad och tillämpning ur ett oberoende perspektiv." Thesis, Södertörns högskola, Institutionen för samhällsvetenskaper, 2014. http://urn.kb.se/resolve?urn=urn:nbn:se:sh:diva-24119.
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Purpose: The purpose of this study is to present an overview of the Swedish listed companies and their compliance with the Code and its normative rules for independent decision-making. Methodology: The authors have read and delved into the Swedish Code of Corporate Governance. The authors have chosen to study the enforcement of the code based on independent bracing guidelines. The study was conducted through a combined quantitative and qualitative approach. The study is based on primary data collected in the form of companies' corporate governance reports, which have been supplemented by structured interviews. Frame of reference: Swedish ownership structure and concentrated ownership, self regulation and normative guidelines, institutional theory and earlier research on this topic. Empirical foundations: A comparison of the selected companies has been based on the independence rules of the Swedish Code of Corporate Governance. A specific company has been presented with the company's application of the code, interviews have also been done with this company to increase the understanding of the empirical basis further. Conclusions: There are several flaws with the code and how it is applied today. The Code is complied with in an inadequate manner, and in some cases not complied with at all. The authors of this paper believe that the code, through normative guidelines, will not have a self-regulating effect on an independent decision-making in companies in Sweden.
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Ohlhoff, Johannes Hendrik Snyman. "A survey of disclosure of compliance with King II by top listed South African companies : an investigative study of the companies listed on the FTSE/JSE top 40 index." Thesis, Stellenbosch : University of Stellenbosch, 2008. http://hdl.handle.net/10019.1/838.
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Thesis (MBA (Business Management))--University of Stellenbosch, 2008.ENGLISH SUMMARY: During the period of change in South Africa in the year of the first democratic elections, 1994, the first King Report on Corporate Governance appeared. For the first time in South Africa, companies had a good reference for corporate practice and conduct. A second King report, commonly referred to as King II, appeared in March 2002 and expanded on the earlier Code to produce, what was considered at the time to be, a world-class code of corporate governance. In addition to the acceptance and incorporation of King II into corporate governance practice, the JSE included compliance with the King Code as part of its listing requirements. The code itself is not an enforceable set of rules, but rather guidelines to assist companies in implementing principles of good governance. In similar vein, the JSE has given companies the flexibility to justify non-compliance. This underscores the socalled comply or explain philosophy to which corporate governance in South Africa subscribes. Studies have found the level of corporate governance in South Africa to be high, especially for an emerging market. Compliance with corporate governance principles and transparency go hand in hand. In a comply or explain regime, where the regulation is considered to be done by the market, disclosure of compliance is especially important. The goal of this research project was to conduct a survey of the top listed South African companies to ascertain what the level of disclosure of corporate governance was, with specific reference to the recommendations contained in the King Code. For the purposes of this study, the top companies were defined as the FTSE/JSE Top 40 Index companies. The supposition was that most companies, having been confronted with the King Code for almost six years, would be compliant to a large degree and will disclose their compliance. This was expected to be more evident amongst top companies who have the resources and influence to effect changes sooner and take the lead on high profile issues. The study confirmed the supposition that companies, at least in the sample, were highly compliant. There were however some areas where improvements can be made to be more in line with global best practices.
AFRIKAANSE OPSOMMING: Gedurende die periode van vernuwing in Suid-Afrika en die jaar van die eerste demokratiese verkiesing, 1994, het die eerste King verslag op korporatiewe bestuur verskyn. Vir die eerste keer het maatskappye in Suid-Afrika ‘n goeie verwysing gehad in die bepaling van hul korporatiewe bestuurspraktyke en gedrag. ‘n Tweede King verslag, alombekend as King II, het in Maart 2002 verskyn en op die eerste verslag uitgebou om ‘n kode te voorskyn te bring wat ten tyde van publisering as wêreldklas bestempel is. Bo en behalwe die aanvaarding en toepassing van King II in die korporatiewe bestuurspraktyk, het die JSE ook nakoming van die Kode as deel van die noterings vereistes ingesluit. Die King Kode opsigself is nie ‘n afdwingbare stel reëls nie, maar eerder riglyne wat maatskappy bystaan in die implementering van beginsels van goeie bestuur. In ‘n soortgelyke manier gee die JSE ook aan maatskappye die buigsaamheid om gevalle van nie-nakoming te regverdig en verdedig. Dit onderskryf die sogenaamde voldoen of verduidelik filosofie wat korporatiewe bestuur in Suid Afrika aan gehoor gee. Studies het gevind dat die vlak van korporatiewe bestuursgedrag in Suid-Afrika hoog is, veral vir ‘n ontluikende mark. Nakoming met korporatiewe bestuurgedragskodes en deursigtigheid gaan hand aan hand. In ‘n voldoen of verduidelik regime, waar die mark geag word om te reguleer, is openbaarmaking van korporatiewe bestuursgedrag van kardinale belang. Die doel van hierdie navorsingsprojek was om ‘n peiling te maak van die voorste Suid-Afrikaanse maatskappye om te bepaal wat die vlak van openbaarmaking in terme van korporatiewe bestuursgedrag was, met spesifieke verwysing na die King Kode. Vir die doeleindes van die studie is die voorste maatskappye gedefiniëer as die FTSE/JSE Top 40 Indeks. Die veronderstelling was dat meeste maatskappye, gegewe die feit dat die Kode al ses jaar in omgang is, tot ‘n groot mate aan die Kode sal voldoen en inligting rakende die voldoening openbaar maak. Dit is ook verwag dat dit veral die geval onder die voorste maatskappye sou wees aangesien hulle oor die hulpbronne en invloed beskik om veranderinge vroeër teweeg te bring en leierskap te neem met hoë profiel kwesssies. Die studie het die veronderstelling korrek bewys dat maatskappye, ten minste in die geval van die ingeslote groep, ‘n hoë vlak van voldoening en openbaarmaking ten toon stel. Daar is egter nogtans areas waar verbeterings gedoen kan word om meer in lyn met internasionale beste praktyke te kom.
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Pinto, Nathália Regina. "A importância dos marcos regulatórios na prevenção à criminalidade econômica." Universidade de São Paulo, 2016. http://www.teses.usp.br/teses/disponiveis/2/2136/tde-24102016-095300/.
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O atual momento da globalizacao pode ser caracterizado pela integracao de mercados e economias, cujas operacoes complexas e o grande volume de informacoes demandam regras e procedimentos proprios e especializados. Com fraudes bilionarias e crises que se espalham sem reconhecer fronteiras, o direito penal expande-se e passa a ser considerado como uma forma de evitar a repeticao destes erros. Cresce, assim, a demanda por uma flexibilizacao dos ordenamentos nacionais e um agir conjunto de Estados e empresas. O alinhamento destas condutas resulta em medidas preventivas estabelecidas por diferentes marcos regulatorios, que estabelecem a importancia de avaliacoes de riscos, medidas de governanca corporativa e programas de compliance na implementacao de uma nova cultura de etica e transparencia nos negocios.The present time of globalization can be described by a market and economic integration, which is made up by complex operations and a large amount of information that demand specific and specialized rules and procedures. Considering billionaire frauds and crisis spread worldwide, the criminal law expands and is regarded as the way to avoid repetition of this kind of error. As a result, grows the demand for a flexibilization of national legal orders and for a joint action between States and companies. The alignment of conducts results in preventive measures provided by different regulatory landmarks that determine the importance of risk management, corporate governance and compliance in the implementation of a new culture of ethics and transparency in business.
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Parker, Nazima Begum. "Employee perception of public sector compliance with corporate governance principles : case of the Western Cape Department of Cultural Affairs and Sport, South Africa." Thesis, Cape Peninsula University of Technology, 2009. http://hdl.handle.net/20.500.11838/982.
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Thesis (MTech (Business Administration))--Cape Peninsula University of Technology, 2009Greater emphasis has in recent years been placed on the fiduciary duties of managers vis-a-vis Chief Financial Officers, Accounting Officers and political representatives. The exposure has given rise to the shift in focus to overarching activities promoting social responsibility, ethics, discipline, transparency, fairness, independence and most importantly, accountability. Previous research (Burger & Goslin, 2005) focused on the rising incidence of mismanagement of public funds within government departments which has been credited to non-compliance in good governance or best practices. The rising interest by the media and the public on governanace and the role of public officials may be attributed to the various high-profile televised media releases; which includes the alleged alliance of Jacob Zuma with Schabir Schaik as emerged in the Schabir Schaik trail, the "Travelgate Scam", the 'Oilgate Saga' and the 'Arms Deal', which are but a few media reports. Corporate governance is thus understood as the method of control and accountability prevailent within the management and directorship of an organisation. The seven principles as propagated by the King Report on Governance, 2002 (referred to as the King II report), namely discipline, transparency, independence, accountability, responsibility, fairness and social responsibility is examined in this paper so as to establish whether there is an understanding and application of corporate governance within the Department of Cultural Affairs and Sport, Western Cape Provincial Government or whether good governance is integrated throughout the Provincial Department in question. In addition, the paper presents the analysis and findings of the employee perception survey conducted on public sector compliance to corporate governance principles, within the above provincial department, who were utilised as the case-study for this paper. The survey findings has reveals that the application of corporate principles exist in terms of the perceptions of the employees within the Provincial Department of Cultural Affairs and Sport. However, the study further revealed that there exists opportunities for improvement. The paper will detail the recommendations for the said department to promote corporate governance.
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Smetana, Tais Bastos e. Santos. "Os processos administrativos sancionadores julgados pela CVM e sua relação com Compliance: um estudo com as empresas listadas no índice de governança corporativa." Pontifícia Universidade Católica de São Paulo, 2015. https://tede2.pucsp.br/handle/handle/1612.
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Previous issue date: 2015-12-11This research addresses issues related to performance of the Compliance function and its relationship with the sanctioning administrative proceedings of the CVM. The objective was to examine whether common administrative processes with conviction are linked to the compliance department of the accused. The CVM regulates the market through regulations, those who do not comply are condemned in administrative proceedings. The methodology consists of an exploratory research through the mining of secondary data sources in the public domain, CVM and BM&F. It was analyzed the menu of 846 cases (ordinary and summary proceeding) separately. To examine whether the convicted companies belong to the New Market; mined the classification of companies in the new market available in the database of BM&FBovespa. Raising skills and compliance function, based on the theoretical foundation available in bibliographies it was conducted. Finally, it was concluded that the incentive socially good behavior reduce market distortions and prevent illegal practices, of 550 ordinary sanctioning administrative proceedings condemned related to compliance, only 24 (4%) companies listed are in New Market, Level1, Level2 and Bovespa More, and 526 (96%) are the traditional market, companies with a compliance program act preventively and thus focus less on administrative processes. Urges point out that corporate governance is a set of mechanisms of incentives and controls, internal and external, aimed at minimizing the costs of the problem of agency. Thus, the Compliance area is inserted into the corporate governance context, it is a control mechanism created by companies to ensure compliance with regulatory requirements and provide transparency in business. The Compliance of Brazil has influence of international law as the UK Bribery Act 2010 and The FCPA (Foreign Corrup Practices Act). Both take into account the liability of legal entities based on internal controls and compliance procedures. Such procedures may mitigate or completely exempt the responsibility of the agents. Brazilian law Anti 12.846 / 2013 to create the leniency agreement, equivalent to an award-winning snitching also softens, its own way, the liability of legal entities. Therefore, companies that have an effective program of Compliance has a mitigating effect on corrupt practices
Esta pesquisa aborda questões relacionadas à atuação da área de Compliance e sua relação com os processos administrativos sancionadores da CVM. O objetivo da pesquisa foi analisar se os processos administrativos ordinários com condenação estão vinculados à área de compliance dos acusados. A CVM regula o mercado através de normas, aqueles que não as cumprem são condenados em processos administrativos sancionadores. A metodologia consiste em uma pesquisa exploratória, através da mineração de fontes de dados secundários de domínio público, CVM e BM&F. Analisou-se a ementa dos 846 processos (rito ordinário e sumário), individualmente. Para analisar se as empresas condenadas pertencem ao Novo Mercado; minerou-se a classificação das empresas do novo mercado disponibilizadas no banco de dados da BM&FBovespa. Foi realizado o levantamento das competências e função de compliance, com base na fundamentação teórica disponível em bibliografias. Finalmente, concluiu-se que o incentivo de condutas socialmente boas reduzem distorções no mercado e evitam práticas ilícitas, dos 550 processos administrativos sancionadores ordinários condenados relacionados com compliance, somente 24 (4%) empresas listadas estão no Novo Mercado, Nível1, Nível2 e Bovespa Mais, e 526 (96%) são do mercado tradicional, ou seja, empresas com um programa de Compliance agem de forma preventiva e consequentemente incidem em menos processos administrativos. Insta ressaltar que a governança corporativa é um conjunto de mecanismos de incentivos e controles, internos e externos, que visam minimizar os custos decorrentes do problema da agência. Destarte, a área de Compliance está inserida dentro do contexto de governança corporativa, pois é um mecanismo de controle criado pelas empresas para garantir conformidade com as demandas regulamentares e proporcionar transparência nos negócios. O Compliance do Brasil tem influência das legislações internacionais como o UK Bribery Act de 2010 e o O FCPA (Foreign Corrup Practices Act). Ambas levam em consideração a responsabilidade da pessoa jurídica com base nos controles internos e procedimentos de Compliance. Tais procedimentos podem mitigar ou isentar totalmente a responsabilidade dos agentes. A lei brasileira Anticorrupção - 12.846/2013 ao criar o acordo de leniência, equivalente a uma delação premiada, também ameniza, de uma forma própria, a responsabilidade da pessoa jurídica. Portanto, as empresas que possuem um programa efetivo de Compliance tem um efeito mitigador nas práticas de corrupção
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Fontana, Karen Hackbart Souza. "Análise das práticas de segurança da informação contábil e sua contribuição para a governança corporativa no requisito de conformidade." Universidade do Vale do Rio dos Sinos, 2017. http://www.repositorio.jesuita.org.br/handle/UNISINOS/7071.
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Esta pesquisa teve como objetivo analisar como as práticas de segurança da informação contábil podem contribuir para a governança corporativa no requisito de conformidade. Trata-se de uma pesquisa descritiva, qualitativa cuja estratégia de pesquisa deu-se mediante um estudo de caso único, realizado em uma empresa localizada no Rio Grande do Sul que está listada no Nível 2 de Governança Corporativa. Como técnicas de coleta de dados, utilizou-se entrevistas em profundidade, documentos e questionário. Aplicou-se o questionário aos usuários de nível operacional e gerencial para os setores de contabilidade, custos, fiscal, financeiro e tecnologia da informação. Por meio desse instrumento identificou-se que as práticas de segurança da informação contábil apresentam um nível razoável de proteção; apenas domínios D3 com D4; D4 com D2; D7 com D8 possuem correlação forte e são estatisticamente significantes ao nível de 1%. Para aprofundar a pesquisa, verificou-se por meio de entrevistas com os gestores que a empresa utiliza 27 das 41 práticas apresentadas nesse estudo. Conclui-se que as práticas utilizadas contribuem para a conformidade da governança corporativa proporcionando uma informação acessível, conforme, confiável, disponível, íntegra, responsável, válida, segura, bem como na mitigação de riscos. Em complemento, verificou-se na análise documental que a empresa possui políticas de segurança da informação, bem como não teve ressalvas da auditoria independente no período analisado.
This research had as objective to analyze security practices of accounting information can contribute to the corporate governance compliance requirement. It is a descriptive, qualitative research whose research strategy was by a single case study, carried out in a company located in Rio Grande do Sul that is listed at level 2 of corporate governance. As data collection techniques, using in-depth interviews, documents and questionnaire. The questionnaire was applied to managerial and operational level users for accounting, tax, financial costs, and information technology. Through this instrument identified that the accounting information security practices have a reasonable level of protection; only domains with D3 D4; D4 with D2; D7 with D8 have strong correlation and are statistically significant at the 1% level. For further research, it was found through interviews with managers the company uses 27 of 41 practices presented in this study. It is concluded that the practices contribute to compliance of corporate governance by providing accessible information, as available, reliable, responsible, valid, safe, as well as on risk mitigation. In addition, it was found in the documentary analysis that the company has information security policies, as well as the independent audit had caveats analysis period.
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Ruiz, Baltazar Carmen, and Ramírez Walter Palomino. "Incorporation of the autonomous liability of corporate bodies in the opinion on the new Criminal Code: do I need now a criminal compliance?" THĒMIS-Revista de Derecho, 2016. http://repositorio.pucp.edu.pe/index/handle/123456789/107690.
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Currently, different legal systems are starting to demand criminal responsibility of corporate bodies. The Opinion on the New Criminal Code, prepared by the Justice and Human Rights Commission of the Congress of the Republic of Peru, follows this trend, proposing an exemption from liability in case the corporate body counts with a criminal compliance.Given this situation, in this article, the authors answer the arising questions: what does criminal compliance stands for? What are the accessory consequences of the criminal liability of corporate bodies in our current legislation? What are the novelties that the Opinion on the New Criminal Code introduces?Actualmente, diversas legislaciones están comenzando a exigir la responsabilidad penal de las personas jurídicas. El Dictamen del Nuevo Código Penal, elaborado por la Comisión de Justicia y Derechos Humanos del Congreso de la República, sigue esta corriente, planteando la excepción de responsabilidad en el caso de contar con un criminal compliance.Frente a tal realidad, los autores responden a las cuestiones que surgen: ¿en qué consiste el criminal compliance? ¿Cuáles son las consecuencias accesorias de la responsabilidad penal de las personas jurídicas en nuestra actual legislación? ¿Qué novedades trae la propuesta del Dictamen del Nuevo Código Penal?
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Martins, Adriano de Oliveira. "Gestão de risco de compliance – principais entraves para as empresas brasileiras atingirem maior maturidade." Universidade do Vale do Rio dos Sinos, 2018. http://www.repositorio.jesuita.org.br/handle/UNISINOS/7339.
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Submitted by JOSIANE SANTOS DE OLIVEIRA (josianeso) on 2018-10-09T16:58:19Z
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De acordo com uma pesquisa Maturidade do Compliance no Brasil, realizada pela KPMG em 2016, as empresas em geral possuem um baixo nível de maturidade em gestão de riscos de compliance. Apesar da importância do tema, segundo a pesquisa, apenas 58% das empresas afirmam possuir mecanismos para gestão de risco de compliance, enquanto outros 42% informam desconhecê-los. Dentre as estruturas classificadas pela pesquisa, que são dedicadas ao tema de compliance, 36% afirmam não possuir autonomia e independência para exercer suas funções, consideradas uma boa prática de governança. Ainda segundo a pesquisa, 52% não possuem recursos adequados. O Instituto Brasileiro de Governança Corporativa – IBGC, entende risco como possibilidade de ‘algo não dar certo’, mas seu conceito atual envolve a quantificação e qualificação da incerteza, no que diz respeito às ‘perdas’ como aos ‘ganhos’ e o rumo dos acontecimentos planejados. O objetivo deste estudo é identificar os principais entraves que fazem com que o grau de maturidade das empresas brasileiras no tema compliance, seja baixo. Para tanto, foram entrevistados em profundidade, alguns conselheiros de administração e fiscal e, com base na literatura disponível e pelos resultados das recentes pesquisas sobre maturidade de risco de compliance no Brasil, foi possível compreender alguns dos principais aspectos que fazem com que estas empresas, tenham este resultado. Os resultados apontam principalmente para: Crença de que os riscos, em especial de compliance, não irão se materializar; Exigências relacionadas com o tema compliance, não se aplicam em suas empresas; Posicionamento reativo quanto ao cumprimento das normas; Conflito de interesses pessoais; Crescente preocupação quanto à formação dos conselheiros em governança corporativa de forma reativa; Desconhecimento pleno das responsabilidades e impactos de ser um conselheiro; Aumento da exposição à riscos, renúncia do posicionamento em assembleias; Autoproteção, quebra de independência; Uso das estruturas internas de compliance, para a proteção e atendimento das necessidades do controlador e atendimento às conformidades apenas para manter as aparências.
According to a Compliance Maturity research in Brazil, conducted by KPMG in 2016, companies generally have a low level of maturity in compliance risk management. Despite the importance of the topic, only 58% of companies claim to have compliance risk management mechanisms, while another 42% report not knowing them. Among the structures dedicated to the subject, 36% affirm that they do not have autonomy and independence to perform their functions, considered a governance good practice. Still, according to research, 52% do not have adequate resources. The Brazilian Institute of Corporate Governance (IBGC) understands risk as a possibility of 'something going wrong', but the current concept involves the quantification and qualification of uncertainty as 'losses' and 'gains' and the direction of planned events. The objective of this study is to identify the main obstacles that make the degree of maturity of the Brazilian companies in the subject of compliance to be low. For which, were interviewed in depth, some administration and supervisory advisers and, based on the available literature and the results of the recent research on risk maturity of compliance in Brazil, was possible to understand some of the main aspects that cause these companies to have this result. The results point mainly to: Belief that risks, especially compliance, will not materialize; Requirements related to the subject of compliance, do not apply in their companies; Reactive positioning regarding compliance with standards; Conflict of personal interests; Growing concern as well as the formation of directors in corporate governance in a reactive way; Lack of full knowledge of the responsibilities and impacts of being an advisor board; Increasing exposure to risks, resignation of positions in assemblies; Self-protection, breach of independence; Use of internal compliance structures, self-protection to meeting the needs of the main controller and attendance to conformities just to keep up appearances.
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Daronco, José Máximo. "Análise de processos de controles internos e de TI no requisito de conformidade da governança corporativa: estudo de Caso SESCOOP/RS." Universidade do Vale do Rio dos Sinos, 2013. http://www.repositorio.jesuita.org.br/handle/UNISINOS/3933.
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SESCOOP/RS - Serviço Nacional de Aprendizagem do Cooperativismo do Estado do Rio Grande do Sul
A adoção de boas práticas de governança corporativa tem beneficiado organizações públicas e privadas. Nesse sentido as entidades paraestatais, modelo jurídico objeto desta pesquisa, são instigadas a seguir as boas práticas de gestão e a adotar estruturas de governança para estabelecer, avaliar e monitorar a eficácia dos controles internos. Assim, cumprem com a conformidade exigida quanto aos aspectos da prestação de contas e da transparência. O objetivo desta pesquisa foi avaliar a contribuição dos processos de controles internos e de TI na governança corporativa, especificamente no aspecto relacionado à conformidade. Trata-se de um estudo descritivo, com abordagem qualitativa, realizado sob a forma de estudo de caso, incluindo 13 entrevistas. Foi criado um novo framework teórico alinhado à conformidade em que a fundamentação de COBIT e COSO foi aplicada em ambiente de entidade sem fins lucrativos com atividade voltada ao serviço social. Os principais achados evidenciam que os processos encontram-se num nível de limitada maturidade e os controles internos são mantidos diante das constantes auditorias. A falta de processos, sistemas e controles padronizados e sistematizados foi destacada como um fato determinante para a manutenção da conformidade. E, embora a conformidade tenha ligação direta com o cumprimento de normas internas e externas, há a necessidade de se instituir um sistema de integridade corporativa.
The adoption of good practices in corporate governance has benefited public and private organizations. Accordingly, parastatal entities, the legal form which is the object of this research, are urged to follow good management practices and adopt governance structures to establish, monitor and evaluate the effectiveness of internal controls. Therefore they comply with the required compliance in the matters of accountability and transparency. The objective of this research was to evaluate the contribution of the internal controls and IT in corporate governance, specifically in the aspect related to compliance. A new theoretical framework was created which's aligned to the compliance wherein the fundamentation of COBIT and COSO was applied in an environment in which the entities does not aim profit and is geared to the social service. The main findings show the processes are in a limited level of maturity and the internal controls are maintained in the face of constant audits. The lack of processes, systems and controls standardized and systematized was highlighted as a determining factor for maintaining compliance. Although compliance has a direct connection with the implementation of internal and external standards, there is a need to establish a system of corporate integrity.
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Teh, Chor Tik. "Compliance and impact of corporate governance best practice code on the financial performance of New Zealand listed companies : a thesis presented in partial fulfilment of the requirements for the degree of Doctor of Business and Admnistration at Massey University, Auckland campus, New Zealand." Massey University, 2009. http://hdl.handle.net/10179/1004.
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The corporate governance best practice code (Code) of the New Zealand Exchange (NZX) came into effect on October 29, 2003. However, so far there is no systematic study of compliance with and impact of NZX Code on the performance of NZX companies. This study attempts to provide some answers to the perceived knowledge gap. The NZX Code recommends certain governance mechanisms to enhance corporate performance. The mechanisms analysed in this study are the percentage of independent directors, duality, presence of board subcommittees (audit, remuneration, and nomination), and the performance evaluation of board and individual directors. This thesis examines the possible relationship between recommended governance structures and the performance of NZX companies for the years 2003 (pre-Code) and 2007 (post Code), using data from the same 89 companies for each year. Although the number of companies adopting the NZX structures has increased, the rate of full compliance of the Code remains disappointingly low, rising from 5.6% in 2003 to just 22.5% in 2007. Probably due to the small sample size relative to the number of independent variables, and the problem of co-linearity, the multiple linear regression results do not seem to be conclusive and may be unreliable as the basis to form any formal statistical inference. However, treating the 89 companies as the whole population (89 out of 90), and using a simpler and more descriptive statistical tool to analyse the impact of individual independent variables on firm performance, the 2007 results show a consistent pattern of a positive relationship between Code compliance and firm performance, assuming all other factors being constant. This positive relationship is further reinforced by dividing the population into the various industry groupings as classified by the NZX, which also results in a consistent pattern of companies which comply fully with the Code structures financially outperforming companies that only partially comply with the Code during 2007. Surprisingly, listed companies adhering to the Chairman/CEO dual role do not seem to have impacted negatively on firm performance, contrary to agency theory expectation.
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Regiani, Tatiana. "A cultura de ética nos fundos de pensão brasileiros: uma análise sobre a percepção interna das fundações." reponame:Repositório Institucional do FGV, 2018. http://hdl.handle.net/10438/24130.
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A credibilidade das entidades fechadas de previdência complementar (EFPC), no Brasil também conhecidas como fundos de pensão, tem sido questionada pelos stakeholders e pela sociedade em geral, já que são muito altos os valores envolvidos nos casos de corrupção com a participação das maiores fundações do país. Os impactos são conjunturais, tanto econômicos e políticos quanto sociais, envolvendo diretamente funcionários e participantes (pensionistas, aposentados e beneficiários), os quais confiaram uma vida inteira de contribuições com a esperança de ter uma vida segurada financeiramente por meio da gestão desses fundos. O custo e as consequências da corrupção no ambiente da previdência complementar trazem impactos negativos ao setor, tais como: despesas com investigação, defesa em litígios, reputação negativa, perda de confiança dos participantes, perda de possíveis novos participantes, entre outros prejuízos. A Lei Anticorrupção (12.846/2013) prevê severas punições às empresas que praticarem atos de corrupção. Sua regulamentação, por meio do Decreto nº 8.420/2015, tornou indispensável a implementação de normas e práticas para prevenção, identificação e punição de tais condutas, em especial o Programa de Integridade. Diante desse contexto, esta pesquisa teve como objetivo identificar se, do ponto de vista dos funcionários das EFPC, considerando a percepção dos três níveis hierárquicos — diretores, gerentes e analistas —, havia uma cultura de ética e se ocorreu alguma mudança após adequação normativa dessas entidades. A hipótese inicial era que a mera implementação de práticas oriundas de obrigação legal não garante a existência nem a manutenção de uma cultura de ética. A fim de confirmá-la, foram entrevistados colaboradores de 10 dos 50 maiores fundos de pensão do Brasil, que juntos representam mais de R$ 400 bilhões em investimentos — 51% do total de ativos sob gestão de todo o setor. Encontraram-se distintos mecanismos e processos envolvendo um sistema de ética e de denúncias entre os fundos de pensão, mas o elemento comum identificado foi que a inexistência de um processo transparente e justo de investigação e punição de condutas ilícitas (especialmente quando estas são praticadas por ocupantes de cargos dos níveis hierárquicos mais altos) aponta que a cultura de ética ainda é muito falha, impactando diretamente a percepção dos funcionários sobre as respectivas instituições e, consequentemente, a reputação das EFPC. Com este trabalho espera-se contribuir para que haja uma melhor compreensão da complexidade dessa temática e dos fatores diretamente relacionados à dimensão humana dos programas de integridade e seu impacto numa cultura de ética efetiva. Com esse entendimento, será possível elaborar ações que conduzam a uma efetiva cultura de ética e minimizem os desvios de conduta nessas entidades.
The credibility of closed private pension entities (EFPC) in Brazil, also known as pension funds, has been questioned by stakeholders and by society in general, since the amounts tangled in corruption cases involving the largest foundations in the country are very high. The impacts are conjectural economically, politically and socially, with the direct involvement of employees and members (pensioners, retirees and beneficiaries) who have entrusted a lifetime of payments with the hope of having a financially secure retirement through the management of these funds. The cost and consequences of corruption in the pension environment bring negative impacts to the industry, such as: research expenses, defense in litigation, negative reputation, participants´ loss of confidence, loss of new participant leads, among other losses. The Anti-Corruption Act (12,846/2013) provides companies that practice acts of corruption severe punishments. Its regulations, by means of Decree No. 8,420/2015, became essential to the implementation of standards and practices for the prevention, identification and punishment of misconduct, particularly regarding the Integrity Program. In this context, this research aims to identify whether from the point of view of EFPC officials, considering the perceptions of three hierarchical levels — directors, managers and analysts, there was a culture of ethics and if there have been any changes after regulatory bodies adequacy. The initial hypothesis was that the mere implementation of practices from legal obligation does not warrant the existence nor the maintenance of a culture of ethics. In order to confirm that, 10 employees from the 50 largest pension funds in Brazil were interviewed, they together account for more than BRL400 billion in investments — 51% of total assets under management of the entire sector. There are different mechanisms and processes to the ethics of pension funds, but the common element identified was the lack of a transparent and fair process for investigating and punishing illicit conducts (especially when these are practiced by occupants of higher hierarchical levels offices) which indicates a frail culture of ethics thus directly impacting the perception of employees about their institutions and, consequently, the EFPC reputation. This paper is expected to contribute to a better understanding of this complex subject and the factors directly related to the human dimension in integrity programs as well as their impact on a culture of effective ethics. This understanding will enable the development of actions that lead to an effective culture of ethics consequently minimizing misconduct in these entities.
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O'Rourke, Alan. "Creation and implementation of an IT governance compliant IT asset management framework for Wexford County Council." [Denver, Colo.] : Regis University, 2009. http://adr.coalliance.org/codr/fez/view/codr:42.
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Ramos, Telmo Miguel Pereira da Cruz. "Implementação de um sistema de controlo interno na indústria." Master's thesis, Instituto Superior de Economia e Gestão, 2019. http://hdl.handle.net/10400.5/19307.
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Mestrado em Contabilidade, Fiscalidade e Finanças EmpresariaisEste trabalho final de mestrado analisa quais os passos necessários para implementar um sistema de controlo interno abordando as componentes para a sua elaboração. A estratégia metodológica utilizada é o case study. A abordagem na recolha de dados foi mixed-metod. A primeira realizada por entrevistas qualitativas de profundidade aos responsáveis do departamento de controlo interno do grupo em estudo. Na segunda abordagem foi realizado um inquérito por questionário aos doze responsáveis locais do sistema de controlo interno estudado. Os resultados obtidos permitiram uma compreensão global de como se posiciona um sistema de controlo interno numa entidade, sendo identificados os pontos de ligação entre as abordagens teóricas e a realidade. Os inquéritos realizados permitiram verificar como o sistema de controlo interno é compreendido pelos seus intervenientes diretos.
This final master thesis examines the steps required to implement an internal control system, addressing the components for its design. The methodology used is the case study. Both approaches to data collection were qualitative and quantitative. The first was carried out through indepth interviews with the head of the internal control department of the group in study. In the second approach, a survey was carried out among the twelve local responsibles of the internal control system. The results obtained made it possible to understand the positioning of an internal control system in a group of entities, by identifying the junction points between theoretical approaches and reality. Based on surveys and interviews, we can check how the internal control system is understood by its direct responsibles.
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Polidoro, Giovanna. "Le gouvernement du conseil d'administration des sociétés cotées : étude comparée du droit francais et italien des sociétés." Thesis, Paris 2, 2019. http://www.theses.fr/2019PA020038.
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La gouvernance d’entreprise peut être définie comme l’ensemble de mécanismes et de processus à travers lesquels les entreprises sont contrôlées et dirigées. Ceux-ci sont indispensables pour garantir la répartition des droits, des rôles et des responsabilités au sein d’une société cotée. La question principale concerne l’équilibre des pouvoirs et les mesures prises pour éviter et gérer les conflits d’intérêts entre les administrateurs et les actionnaires. Les entreprises sont gérées par un conseil d’administration (CA), nommé par les actionnaires pour diriger la société en leur nom. Le conseil d’administration délègue à son tour son autorité au P-DG (chef de la direction) qui est responsable de la gestion de l’entreprise. Au cours de ces dernières années, la gouvernance d’entreprise, en France et en Italie, a fait l’objet d’une révision considérable. Comme dans d’autres pays, ces réformes sont consécutives à des scandales financiers déterminant l’effondrement de certaines entreprises. Diverses initiatives internationales ont influencé la gouvernance d’entreprise dans les deux pays, notamment les Principes de l’OCDE et plusieurs directives et règlements européens adoptés sur la base des Plans d’action de l’UE de 2003 et 2012 visant à moderniser le droit des sociétés et à améliorer la gouvernance des sociétés cotées européenne. L’objectif de cette thèse est de décrire et d’examiner les textes législatifs et réglementaires adoptés en France et en Italie, de 1995 à 2018, en analysant tout particulièrement les recommandations des Codes de gouvernance d’entreprise, qui, à cet effet, recommandent au conseil d’administration de promouvoir la création de la valeur à long terme et de mettre en place les mécanismes de gouvernance d’entreprise afin d’assurer une plus grande transparence dans la gestion des sociétés cotéesCorporate Governance is the mechanisms and processes by which companies are controlled and directed. It provides the framework of rules for distribution of rights, roles and responsibilities within a company. The main question is about the balance of powers and measures taken to avoid and manage conflicting interests between directors and shareholders. Companies are managed by a Board of directors (BOD), appointed by the shareholders to run the company on their behalf. The BOD in turn delegates its authority to the CEO (Chef executive officer) who is responsible for the management of the company. Over the last years, corporate governance in France and Italy has been the subject of considerable revision. As in other countries, the development of corporate governance in France and Italy was initially driven by corporate collapses and financial scandals. Various international initiatives have impacted corporate governance of listed companies in both countries, including, among others, the OECD Principles of Corporate Governance and several European directives and regulations adopted on the basis of the EU action plans of 2003 and 2012 to modernize company law and enhance corporate governance in Europe. The purpose of this thesis is to describe and examine corporate governance reforms enacted by France and Italy between 1995 and 2018 relating, in particular, to the provisions of the French and Italian Corporate Governance codes recommending that the Board of Directors should endeavor to promote long-terms value creation, and to the corporate governance mechanisms ensuring greater transparency in the management of listed companies
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Melendy, Sara. "The role of compliance committees in corporate governance." 2005. http://wwwlib.umi.com/dissertations/fullcit/3174297.
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Thesis (Ph.D.)--State University of New York at Buffalo, 2005.Title from PDF title page (viewed on Dec. 21, 2005) Available through UMI ProQuest Digital Dissertations. Thesis adviser: Ronald Heufner. Includes bibliographical references.
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Li-ChienLin and 林立千. "The Relationship between Corporate Governance and Law Compliance." Thesis, 2019. http://ndltd.ncl.edu.tw/handle/73kw4p.
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Costa, Diego Allo da. "Corporate governance e compliance : uma análise luso-brasileira." Master's thesis, 2021. http://hdl.handle.net/10451/49593.
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O instituto da Corporate governance trata-se de uma matéria que se encontra em constante desenvolvimento, com a finalidade de que sejam incorporadas as melhores práticas pelas sociedades comerciais, evitando ou pelo menos minimizando possíveis crises. Diante do ambiente globalizado no qual os bancos estão inseridos, da necessidade de constante aperfeiçoamento dos instrumentos de controle (nomeadamente do compliance), bem como do problema mundial relacionado ao crime de lavagem de dinheiro, e além da preservação da reputação e dos interesses dos stakeholders envolvidos, urge, portanto, a importância de serem analisadas tais situações não só no âmbito nacional, mas também internacional, sendo escolhidas as jurisdições de Portugal e do Brasil para este efeito. Pretende-se, portanto, realizar a análise do governo interno no setor bancário, observando as linhas de defesas, com principal enfoque no compliance. Outrossim, diante da responsabilidade especial ao qual os bancos estão vinculados, este trabalho também procura verificar, tanto no ordenamento jurídico português, quanto no ordenamento jurídico brasileiro, o compliance enquanto ferramenta de combate ao crime de branqueamento de capitais e do financiamento ao terrorismo. Ressalta-se, contudo, que em virtude de ambas observarem as recomendações do Comitê de Basileia e fazerem parte do Grupo de Ação Financeira, pudemos verificar que as jurisdições estudadas possuem mais semelhanças que diferenças quanto ao escopo da presente dissertação.The Corporate Governance Institute is a constantly developing matter, with the aim of incorporating best practices by commercial societies, avoiding or at least minimizing possible crises. Given the globalized environment to which banks are inserted, the need for constant improvement of internal control instruments (namely compliance), as well as the global problem related to the crime of money laundering, and in addition to the preservation of the reputation and interests of the stakeholders involved, shows the importance of being analyzed such situations not only at the national level, but also internationally, which the jurisdictions of Portugal and Brazil were chosen for this purpose. It is intended, therefore, to carry out the analysis of the internal government in the banking sector, observing the lines of defenses, with the main focus on compliance. Moreover, given the special responsibility to which banks are linked, this work also seeks to verify, both in the Portuguese legal system and in the Brazilian legal system, the compliance as a tool to combat money laundering and terrorist financing. It is noteworthy, however, that because both observe the recommendations of the Basel Committee and be part of the Financial Action Group, it was possible to verify that the both studied jurisdictions have more similarities than differences in the scope of this paper.
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Hung, Chia-Chung, and 洪嘉鍾. "Compliance of Taiwan Construction Companies with Corporate Governance Best Practice." Thesis, 2010. http://ndltd.ncl.edu.tw/handle/13220220132849834647.
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碩士朝陽科技大學
營建工程系碩士班
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As corporate governance has gradually become the common trend in every country in the world, it has also been 10 years since our country’s government began to implement the initiative and promotion of corporate governance mechanism in listed/OTC companies. In the construction industry, owing to its industrial property of high agency risk, theoretically, it should have stronger motivation to carry out corporate governance mechanism. Nevertheless, in the primary observations about the promotion of corporate governance system in the listed/OTC companies within our country, the construction industry does not seem to have the tendency to be more active or have better performance in acquiring certification. Regarding such a phenomenon, the study intended to discover and explore the issue: Whether there are other industrial property factors, company’s individual factors, or system factors of corporate governance that cause the aforementioned phenomenon of inconsistency between theories and reality. In this study, first of all, in order to confirm whether the construction industry’s performance in corporate governance is significantly different from other industries, the “Corporate Governance and Rating System” developed by Corporate Governance Association, which is more indicatory in our country at present, was adopted to serve as the rating standard for implementation degree of corporate governance system. Under the situation in which the existing assessment scores and results are not available, the collections and ratings were undertaken in this study, aimed at the research subjects’ information which can be disclosed. As for the selection of the research subjects, 41 companies (in the construction industry) were selected in this study, to serve as the survey group representing “the construction industry”. Also, according to the 2009 Top 1000 Companies in the manufacture industry, the service industry and the financial industry announced by Common Wealth Magazine, the 41 “leading enterprises” were selected from these industries, to serve as the control group vs. the construction industry. After the surveys and appraisals of implementation degree of corporate governance were performed aimed at the foregoing two groups, statistics and test methods were mainly utilized in this study to explore the issues in two aspects. One was to test whether the difference in implementation degree of corporate governance existed between the construction industry and the leading enterprises. The other was to test the correlation between the implementation degree of corporate governance and the various kinds of factors including company scale, profitability, the motivation for promoting corporate governance, and so on. The test results indicated: 1.In terms of implementation degree of entire corporate governance, a significant difference existed between the construction industry and the leading enterprises. Also, the leading enterprises had better entire performance than the construction industry did. 2.In the two sub-items “Function reinforcement of the Board of Directors” and “Respect for stakeholders’ right”, a significant difference in the implementation degree existed between the leading enterprises and the construction industry. Also, the leading enterprises had better performance. 3.If no division of construction industry or leading enterprise was made, the implementation degree of company scale in all the sample enterprises had significant correlation with the three factors “total revenue”, “capital amount” and “number of employees” that represent company scale, but it had no significant correlation with various kinds of factors in the aspects such as profitability and the motivation for promoting corporate governance. According to the results mentioned above, this study had the primary conclusion: With greater enterprise scale, ex. greater scale of company capital or more abundant manpower, a company will be more capable for taking on the cost necessary for corporate governance, and thus it will have higher implementation degree of corporate governance. 4.If seen from the construction industry alone, significance existed between the implementation degree of corporate governance and the factors “number of employees” and “directors’ and supervisors’ share proportion”, while the leading enterprises’ implementation degree of corporate governance had no significant correlation with all the assumption factors.
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LIU, YU-CHIA, and 劉育嘉. "The Corporate Governance of Banks — Centered on the Legal Compliance." Thesis, 2019. http://ndltd.ncl.edu.tw/handle/2afzca.
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碩士東吳大學
法律學系
107
This thesis talks about the corporate governance of Taiwan's banks, with the focus on the legal compliance system. Due to the characteristics of banking institutions, the banking industry has always been highly regulated with loads of elaborated laws, rules, regulations and supervisory documents of the authority. Therefore, the legal compliance plays a very important role in the corporate governance of the banking industry. In August 2016, The New York Department of Financial Services (NYDFS) signing the Consent Order with a payment of US$180 million to Mega International Commercial Bank for its New York Branch’s violation of the US AML regulations and the lacking of the implementation of AML legal compliance program. On January 18, 2018, Board of Governors of the Federal Reserve System (FED) again fined 29 millions, for the lacking of AML legal compliance program at the Mega International Commercial Bank New York Branch, Chicago Branch and Shibuya Branch. As a proper response to the above event, Financial Supervisory Commission (FSC) of Taiwan revised the “Implementation Rules of Internal Audit and Internal Control System of Financial Holding Companies and Banking Industry” in March 2018, with the aim to establish an enhanced legal compliance system. This thesis starts with the Mega Bank case as an example to discuss the importance to implement a sound and dedicatd legal compliance system in banks, followed with the discussion of the origin and evolution of the legal compliance. This thesis then introduces the comparative research of the legal compliance framework of the United States and Hong Kong, looking forward to proposing recommendations on Taiwan’s current regulations, such as enhancing the independence of the Compliance officer. The author also suggests that if the bank wants to establish a comprehensive legal compliance system, the supervision of a well-functioning board of directors will be a key factor. This thesis also discusses the related issues between the directors and the legal compliance, and concludes with the proper duties of bank directors and related personnel to effectively implement the Compliance.
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Maphetshana, Bukelwa Eunice. "Corporate Governance Compliance at the South African Broadcasting Corporation (SABC)." Thesis, 2016. http://hdl.handle.net/10539/23709.
Full textAbstract:
A research report submitted to the faculty of management, University of the Witwatersrand, in 25% fulfilment of the requirements for the degree of Master of Management (in the field of Public and Development Management).This research examines the existence and the degree of compliance and adherence to corporate governance processes and practices in the South African Broadcasting Corporation (SABC). Its purpose was to examine whether the SABC as an institution has any corporate governance standards, and if those standards exist, whether they are adhered to, and the role of management in advancing or hindering organisational effectiveness. This research followed an interpretative social science approach. The approach adopted by the study is a qualitative approach. Data was collected through semi-structured interviews using purposive sampling. Three critical findings emerged from the study. First, that the SABC does have the right corporate governance internal systems, but fails to comply with them. Secondly, there is lack of effective leadership and stability in the SABC. The continuous change of senior strategic managers, with six Chief Executive Officers and four different boards of directors within the period of five years that the research focuses on has been detrimental to the institution’s stability. Thirdly, the nature of the relationship between the SABC and the government has compromised the organization. Based on the findings, the conclusions of this study are that the SABC leadership and management have failed to apply proper corporate governance standards, due to the weak leadership structure, and in some cases due to external factors such as the influence of government in the operations of the organization. The prevailing current situation has impacted on the effective implementation of corporate governance. The study recommends that the organization reviews its corporate governance practices and commit to acceptable corporate governance standards.
GR2018
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Wang, Yu-Ju, and 王玉如. "The Impacts of TMT Characters and Corporate Governance on IFRS Compliance." Thesis, 2015. http://ndltd.ncl.edu.tw/handle/47081985775008657469.
Full textAbstract:
碩士國立中興大學
高階經理人碩士在職專班
103
Due to domestic food security crisis and the Tzu Chi statements transparency events without trust, want to use upper-echelons perspectives and agency theory to explore the three purposes of this study: First Objective: To examine Taiwanese companies ‘s IFRS(IAS) implementation status. Second Objective: To investigate the top management teams, what characters are important factors affecting business to international accounting standards to follow. Objective three: I hope to take a look at the decision- making system for monitoring and compliance of the impact of IFRS to follow by agency theory in supervision mechanism - the corporate governance index. This study TMT dimension points human resources (size, background, level of education, tenure) and external reputation (members as other company directors, supervisors and managers trips) and its empirical results show that, TMT size, TMT with accounting background characteristics and the presence of a significant degree of IFRS follow a positive linear relationship; this study after joining the corporate governance dimension, hierarchical regression model empirical results show that the incentive facets of corporate governance - Managers stake inversely with the degree to follow IFRS relationship. Another external oversight facet of social events and expose the degree of financial leverage with IFRS compliance was a significant positive linear relationship. Hope this research study model and empirical results, be able to explain the decision-making model and monitoring mechanisms to improve the trust relationship between Taiwan enterprise and public. TMT management companies cannot have a deceptive, through compliance, fully exposing the financial statements and non-financial information, will communicate with internal and external oversight monitoring mechanism to verify information with shareholders through open and public, and corporate social responsibility shared values, enterprise continuity will be the only way.
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KAO, YU-HAN, and 高榆涵. "A Study on Corporate Governance for Banking Industries – From the Perspective of Compliance." Thesis, 2019. http://ndltd.ncl.edu.tw/handle/5zye44.
Full textAbstract:
碩士國立臺北大學
法律學系一般生組
107
The bank is a bridge between capital providers and capital demanders. It has a large amount of capital from the society in its hand. If it fails to operate properly, it will have adverse risks to the investors, causing uneasy investment economic environment and affecting national financial stability. In order to ensure the proper operation of the bank, the government shall enact relevant laws, as well as the bank itself shall establish an internal control system. The legal compliance system plays an important role of the internal control system. Since 2014, the competent authority has adopted a number of intensified measures to strengthen the effectiveness of the legal compliance system. However, in recent years, there have been many deficiencies of legal compliance of banking industries, indicating that current execution of legal compliance system is still need to strengthen. This article mainly focuses on the legal compliance system of banking industries. Considering that the legal compliance system plays an important role of the internal control system, and the internal control system is one of the internal monitoring mechanisms of corporate governance, this article first introduces the corporate governance and internal control system of banking industries. Secondly, this article follows the guidelines on “Compliance and the compliance function in banks” issued by the Basel Committee on Banking Supervision, and refers to the legal compliance system of banking industries in the United States, Singapore and Hong Kong, and then summarizes the contents and function of the legal compliance system of banking industries. Thirdly, this article compares it with the legal compliance system of Taiwan's banking industries. Finally, this article takes the practice in certain banks as an example to introduce the execution of the legal compliance system, and proposes difficulties that may be encountered in the execution, so as to conclude some suggestions that is more effective to execute the legal compliance system of banking industries.
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Mokgatle, Boitumelo. "Enterprise risk management within public sector institutions for improving compliance : a case study into a public sector institution." Diss., 2013. http://hdl.handle.net/2263/40643.
Full textAbstract:
Performance of the institutions in the public sector has always been among the main drivers that determine how the country is ultimately perceived by its citizens and the world, it is the policies and regulations established by these institutions that governs the private sector. The objectives of these public institutions can only be achieved through well formulated, well implemented and a continuous review of the strategies being pursued to achieve the stated objectives. At the core of setting strategies is Enterprise Risk Management (ERM), being an organisational procedure enabling the identification, assessment and action plans for the organisational risks linking to the achievement of objectives. The action plans formulated through the ERM should translate into strategic objectives mainly in the public sector where resources are chronically limited. Even with good intentions, government may spend badly because it has either chosen the wrong projects to fund or planned badly for good projects if the strategies are not continually and systematically reviewed.
The objective of this research was to gain an understanding of how risk management is conducted at an enterprise-wide level within public sector institutions to ensure that the institution complies with all the relevant requirements within its ambit. It was a qualitative study that was conducted using a case study methodology wherein a public sector institution was identified and the executives involved in the risk management were interviewed individually. Semi-structured interviews were conducted and the results were analysed through the themes that were identified.
The study identified that more understanding is required by public sector organisations to be able to realise the benefits of ERM. A clear distinction of what the objectives of the institution are, the related strategies, strategic objectives and risks to the strategic objectives, need to be made clear. The use of risk registers at different levels of the organisation is a tool to draw the relevant risks from deep in operations to a strategic level and this has to be understood at all levels. More importantly the correct action plans in reaction to identified risks can greatly turn risks into opportunities but this is not currently the case as risk registers are still not well implemented and utilized. Risk identification should not be a brainstorming session when the strategy is created but a continuous well operated system within operations throughout the period. The risk culture, roles and relevant systems are still lacking in public institutions.Dissertation (MBA)--University of Pretoria, 2013.
lmgibs2014
Gordon Institute of Business Science (GIBS)
MBA
Unrestricted
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Barclay, Darion Jerome. "A corporate governance framework for Sector Education and Training Authorities (SETAs)." Thesis, 2012. http://hdl.handle.net/10210/5254.
Full textAbstract:
D.Litt et Phil.The establishment of Sector Education and Training Authorities (SETAs) was seen as a way of addressing the continued shortage of skilled professionals in order to ensure a competitive South African economy in the global environment. The SETAs attracted much media attention as a result of poor service delivery primarily attributed to poor corporate governance. Despite the many positive contributions by SETAs, they remain the most criticized entities in post-democratic South Africa. The study entails a description, explanation and assessment of the concepts corporate governance, risk management and compliance in SETAs. The legislative framework that underpins good corporate governance is identified and explained. The roles of the board and its fiduciary duties, and of the audit committee and the roles of executive management are described in order to ensure a clear understanding of each of them and a separation of each from the others. The concepts corporate governance, risk management and compliance are inseparable from the well-being of any organization. The board of an entity is ultimately accountable for the implementation of good corporate governance. Its role can be of value only if it is properly constituted, is functioning effectively and if its role is understood by all parties concerned. The manifestations of poor corporate governance include poor financial management, non-compliance with policies and procedures, lack of capacity building and the lack of a formalized nomination system to identify suitably qualified and experienced board members. By exercising corporate governance in an accountable and transparent manner, the most appropriate developmental policy objectives to sustainably develop a society by mobilizing and applying all available resources in the public and private sectors in the most efficient, efficient and democratic way will be achieved.
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Moreira, Aline Gomes. "GOVERNANÇA CORPORATIVA, COMPLIANCE E LEI DE ANTICORRUPÇÃO NO BRASIL: um novo horizonte de boas intenções?" Master's thesis, 2020. http://hdl.handle.net/10316/92652.
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Dissertação de Mestrado em Direito apresentada à Faculdade de DireitoA presente dissertação se insere na disciplina do direito empresarial e pretende contribuir para a reflexão crítico-jurídica sobre as teorias de governança corporativa e sua relação com o combate ou prevenção de casos de corrupção em companhias no Brasil, tendo em vista as mudanças implementadas pela Lei Anticorrupção brasileira – Lei 12.846 de 2013, seguida do Decreto 8.420/2015. O comportamento das figuras orgânicas sociais (sócios, administradores, empregados, terceiros contratados, conselheiros, investores) está relacionado com a cultura de compliance vigente e, de forma ainda mais embrionária, um movimento de construção, preservação e destruição de valores democráticos ao longo da historia brasileira que fixam o ‘solo’ sobre o qual as companhais se comportam.A cultura de compliance provavelmente não se formaria apenas de um impulso natural, espontâneo advindo da razão capitalista (embora investidores apoiem o compliance para redução de agency costs e assimetrias informacionais) – daí a importância da regulamentação estatal no momento anterior (incentivo) e posterior (punicação).A Lei Anticorrupção reflete a intervenção do poder público sobre a esfera privada societária justamente nos dois eixos – ao impor a punição administrativa da própria pessoa jurídica (responsabilidade objetiva pelos atos de seus administradores, acionistas, empregados) e ao criar a possibilidade de dedução da mesma penalidade através da comprovada existência de uma estrutura sólida, independente e efetiva de compliance; tais standards parecem ter sido materializados pelo legislador brasileiro no elencamento de critérios elucidados no Decreto 8.420/2015, sobretudo a necessidade de envolvimento da alta direção (portanto a adoção de uma forma de governança mais englobadora e, talvez, mais alinhada com a stakeholder theory). Portanto: a Lei Anticorrupção carrega consigo elementos promissores e contemporâneos no estímulo à criação e manutenção de uma estrutura interna efetiva de compliance dentro das empresas. Espera-se que a dualidade da intervenção pretendida encontre efetividade ela própria na atuação fiscalizadora e executora do Poder Público para que não se reduza ao campo das boas intenções.
This dissertation is part of the discipline of business law and aims at contributing to the critical-legal reflection on theories of corporate governance and its relationship with the fight or prevention of cases of corruption in companies in Brazil, in view of the changes implemented by the Law Brazilian anti-corruption - Law 12,846 of 2013, followed by Decree 8,420 / 2015. The behavior of the organic social figures (partners, administrators, employees, contracted third parties, advisers, investors) is related to the culture of compliance in force and, even more embryonic, a movement of construction, preservation and destruction of democratic values throughout the Brazilian history that fix the 'soil' on which companions behave.The compliance culture would probably not be formed just from a natural, spontaneous impulse stemming from capitalist reason (although investors support compliance to reduce agency costs and informational asymmetries) - hence the importance of state regulation at the time before (incentive) and afterwards (punnishment).The Anticorruption Law reflects the intervention of the public authorities on the private corporate sphere precisely on both axes - by imposing the administrative punishment of the legal entity itself (objective liability for the acts of its managers, shareholders, employees) and by creating the possibility of deducting it penalty through the proven existence of a solid, independent and effective compliance structure; such standards seem to have been materialized by the Brazilian legislator in the listing of criteria elucidated in Decree 8,420 / 2015, above all the need for the involvement of senior management (therefore the adoption of a more comprehensive form of governance and, perhaps, more aligned with the stakeholder theory) .Therefore: the Anticorruption Law carries promising and contemporary elements in stimulating the creation and maintenance of an effective internal compliance structure within companies. It is expected that the duality of the intended intervention will find effectiveness in the supervisory and executing performance of the Public Power itself, so that it does not reduce itself to the field of good intentions.
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Yang, Tsung-lien, and 楊聰連. "A case study of corporate governance, risk and compliance solutions implementation - the segregation of duties information system." Thesis, 2011. http://ndltd.ncl.edu.tw/handle/13809219389837556701.
Full textAbstract:
碩士國立中央大學
企業管理學系碩士在職專班
99
In this case study, one cement company in Taiwan implement the solution of corporate governance, risk and compliance (GRC) - SoD project was observed. This provides a good reference for enterprises which have been implemented the ERP system plan to implement corporate governance, risk and compliance solutions. In this case company has been implemented the ERP project, so people both in business processes or systems operations already have sufficient knowledge and ability. Of course, during the process of implementing the project, the general ERP implementation issues encountered, such as human co-ordination. After many workshops, conferences and system verifications, the case company successfully implemented the SoD information system. Through the GRC, the case company''s SAP ERP system has maximized their investment. Before, the companies implemented the ERP system is mainly to fulfill the business process automation. If internal controls can also be automated, we can achieve the management control purposes, and risk monitoring and control can be sustained.
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Burger, Salmar. "Compliance with best practice governance systems by National Sports Federations of South Africa." Diss., 2004. http://hdl.handle.net/2263/41806.
Full textAbstract:
The introduction of the 2002 King Report on Corporate Governance for South Africa has
placed new emphasis on companies to attain higher and more consistent standards of
governance. Based on widely recognised and supported governance frameworks it also
inspired a rising expectation of accountability and transparency across every aspect of
society and also other types of organisations. Through the establishment of the guidelines
found in the King II Report the doors have been opened to sport and its various bodies to
draw from the experience of corporations and to make use of some of these guidelines in
the development of their own guidelines aimed at their own respective needs and purposes.
The sports industry and especially its governing bodies need guidelines for proper
governance due to the raised level of interest and impact of sport lately. As a result of the
corporatisation of sport and increased professionalism, a greater need for proper business
management and governance models within sport becomes apparent.
The government has also placed renewed emphasis on the need for sport to become more
professional in the manner in which it governs itself. If the sports industry cannot achieve
this by means of proactive voluntary action and self-regulation, it runs the risk of legislative
regulation, which threatens to undermine the sanctity of flexibility and self-regulation which
has been central in the development of sport.
This study presents a first attempt to determine the levels of non-adherence by national sports federations of South Africa to the principles of best practice governance, identified
as the pillars of good governance. These principles are taken from the King II Report, and
also the guidelines developed during the first Governance-in-Sport conference. This, a
national study in which all South African national sports federations were approached and
asked to participate, carries the support of Sport and Recreation South Africa as well as the
South African Sports Commission.Dissertation (MAdmin)--University of Pretoria, 2004.
gm2014
School of Public Management and Administration
unrestricted
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Benedetto, Davide. "Corporate governance issues in M&A transactions. The case of Fiat-Chrysler." Master's thesis, 2014. http://hdl.handle.net/10362/120287.
Full textAbstract:
This paper deals with two engaging concepts: corporate governance and mergers and acquisitions. Despite they have been largely studied on a stand-alone basis, this essay aims to emphasize their interconnections by analyzing the characteristics of M&As through the lens of governance practices. After a brief introduction, the analysis will be mainly focused on the internal governance conditions of the two merging companies that affect the transaction. Some hints will be also given with reference to the external conditions and to the corporate governance consequences for the New Coafter the acquisition.
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Kasch, Ulf Christoph. "Der Einfluss wirksamer Compliance-Überprüfung mit Hilfe sicherer Hinweisgebersysteme auf die Unternehmenskultur." Thesis, 2009. http://hdl.handle.net/11858/00-1735-0000-000D-F1CB-E.
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Costa, Luiz Paulo Ribeiro da. "Corporate governance and compliance in brazilian and portuguese state-owned companies: does it really add value to public enterprises?" Master's thesis, 2020. http://hdl.handle.net/1822/71797.
Full textAbstract:
Dissertação de mestrado em Direito dos Negócios, Europeu e TransnacionalState-owned companies are significant for the Brazilian and Portuguese economies and societies because they are very interconnected with the productive and service provision sectors. However, the role of stateowned companies in the economies of these countries is under constant scrutiny, because both Brazil and Portugal have used this form of organization for state action with the aim of providing public services and intervention in the economy; however, there are cases in which the creation or even the existence of such state-owned companies lack due motivation and justification according to the constitutional and legal requirements for this. There are legal, social and economic reasons for the existence of state-owned companies. This work intends to demonstrate that there is a legal obligation for state-owned companies to implement compliance and governance programs and that the adoption of these programs based on integrity, transparency, efficiency, accountability has effects in the sense of adding financial and nonfinancial value to public enterprises in order to positively affect the perception of the market, customers and taxpayers about state-owned companies. To achieve its objectives and answer the title’s question, the dissertation will address the concepts of public administration, public interest, stakeholders’ interest, corporate social responsibility, constitutional principles relating to state-owned companies, state and nonstate regulatory powers, corporate governance, compliance, hard law and soft law. In the end, it is expected to provide an adequate answer to resolve the issue and conclude that corporate governance and compliance programs can affect the market and the reputational value of companies. Therefore, this work will focus on the application of governance and compliance rules in state-owned companies in Portugal and Brazil, trying to demonstrate how good company management practices can be a way to increase the value of public companies, valuing the State's assets , encouraging investments, providing greater efficiency and quality to the services provided and, at least, avoiding losses and liabilities.
As empresas estatais têm importância significativa para as economias e sociedades brasileira e portuguesa porque estão muito interligadas com os setores produtivo e de prestação de serviços. No entanto, o papel das empresas estatais nas economias desses países está em permanente escrutínio, porque tanto Brasil quanto Portugal lançaram mão desta forma de organização para atuação estatal tendo por fito a prestação serviços públicos e intervenção na economia. Porém, há casos em que a criação ou mesmo a existência de tais empresas estatais carecem de devida motivação e justificativa segundo os requisitos constitucionais e legais para tal. Existem razões jurídicas, sociais e econômicas para a existência de empresas estatais. Este trabalho pretende demonstrar que há uma obrigação legal para as empresas estatais implementarem programas de conformidade e governança e que a adoção destes programas baseados em integridade, transparência, eficiência, prestação de contas produz efeitos no sentido de agregar valor financeiro e não-financeiro aos empreendimentos públicos, de forma a afetar positivamente a perceção do mercado, clientes e contribuintes sobre as empresas estatais. Para atingir seus objetivos e responder à pergunta do título, o trabalho tratará dos conceitos de administração pública, interesse público, interesse das partes interessadas, responsabilidade social corporativa, princípios constitucionais relativos às empresas estatais, poderes reguladores estatais e não estatais, governança corporativa, compliance, hard law e soft law. No final, espera-se fornecer uma resposta adequada para resolver a questão e concluir que os programas de governança corporativa e conformidade podem afetar o mercado e o valor reputacional das empresas. Portanto, este trabalho se concentrará na aplicação das regras de governança e conformidade nas empresas estatais em Portugal e no Brasil, tentando demonstrar como as boas práticas de gestão das empresas podem ser uma maneira de aumentar o valor das empresas públicas, valorizando o ativo do Estado, fomentando investimentos, proporcionando maior eficiência e qualidade aos serviços prestados e, pelo menos, evitando perdas e passivos judiciais e administrativos.