When considered in general terms Turnbull described it as: “All influences affecting the institution processes, including those for appointing the controllers and/or regulators involved in organising the production and sale of good and services….. it includes all types of firms whether or not they are incorporated under civil law. ” (Turnbull, 2002:181) Factoring in all other definitions, in its simplest terms it can be defined as the “exercise of power over corporate entities” (Clarke, 2004).
It is not the same as the management and the running of the company, it is concerned with how the Board of Directors, who are the governing body of a company, supervise management, because it is they who are responsible for holding the management of a company accountable and ensuring the company is being ran in a way which is favourable towards the shareholders and other stakeholders.
It is the Directors’ responsibility to develop strategy and policies for the ompany and to determine the direction the management should take the business in and the Directors have overall responsibility for the performance of the company (Tricker, 2012).
While the phrase ‘corporate governance’ wasn’t coined until the 1960’s and not commonly used until the 1980’s, it has really been in a gradual process of evolution since the 16th century and joint venture trading. One of the major developments in world economies which brought the need for corporate governance to the fore was the introduction of limited liability companies in the 19th century.
What this meant was when companies were incorporated they became a separate legal entity, separate from their shareholders and with similar legal rights to buy, sell and transfer shares and assets, to employ people and to sue and be sued in the name of the company.
This meant the liability for any company debts lay with the shareholders and not the management or the company. Add to this the fact that because of the introduction of the stock market, shares could be easily bought and sold, meaning the shareholders could be vast in numbers and have a large geographical spread.
Due to the fact that all corporate entitites need to governed, the implications of this were that the management (executive control) and the shareholders (owners) were often separated (Tricker, 2012). Situations such as these, are where corporate governance is deemed to be most necessary because there is a root assumption, that members of management who do not own the company are likely to be more reckless with someone else’s money, i. e. the company’s, than they would be with their own money (Having Their Cake, 2013). This is known as the agency dilemma, which will be expanded upon later.
Electing a Board of Directors who have the interest of the shareholders at the forefront of their mind, allows members to indirectly oversee the actions undertaken by the management, in order to ensure that as agents of the shareholders, the management is performing in line with the best interests of the corporation (Lashgari, 2004).
However, as Turnbull pointed out in ‘Corporate Governance: Its scope, concerns and theories’ (2002), having a restriction of only publicly traded corporations in studies of corporate governance, limits the validity of any onclusions drawn about the most efficient arrangements for corporate institutions with regards to good governance practices and the effect they have on a company’s performance. As Jensen said in 1993: “Privately held entities could provide the most form of enterprise. ” (Jensen, 1993, cited in Turnbull, 2002). It was with this in mind that I chose BDO LLP UK (BDO), which is an incorporated partnership company in the UK, which is owned and ran by its members/partners. It is a company which offers financial accounting, audit, tax and business consultancy services (BDO LLP UK website, 2013).
With the ever increasing focus on corporate governance for companies across the World, not just in the UK, audit firms such as BDO, KPMG and Deloitte are becoming more important because it is there job to ensure that companies are adhering to regulations laid out in the UK Corporate Governance Code (2010, revised in 2012). It should naturally follow that audit companies will have extremely good corporate governance practices put in place, however, this is not necessarily the case.
Since 2000 there have been a number of high profile scandals within the International Corporate Financial Accounting industry, for example, Enron were found to be inflating revenues and hiding debts and there was also the Bernard Madoff “Ponzi Scheme”, where the real scandal was that the robbing of millions of pounds worth of people’s money, escaped the attention of auditors and regulators. Due to such scandals, many national regulators implemented new corporate governance requirements to improve standards (Mitchell Van der Zahn, 2009).
In the UK new regulations with regards specifically to audit companies were also introduced, targeted directly at a certain group of companies. As of January 2010, 95% of the auditing work in the UK was being carried out by 8 firms, BDO being one of them. It was deemed that such companies had built upon their reputation to gain dominance in the UK market and the Financial Reporting Council (FRC) felt it was in the Public’s interest for these companies to be transparent and in order to maintain public trust be exemplars of best corporate governance practice.
This led to the introduction of the Audit Firm Governance Code (2010) by the Institute of Chartered Accountants in England and Wales (ICAEW), which drew from aspects of the 2010 UK Code and established principles such as the appointment of independent non-executives within the governance structure of their company. While such rules did not apply outside of the targeted companies, it was the hope of the ICAEW that it would provide a benchmark of good governance for other companies to follow (ICAEW website, 2013). With such a bold statement being made about the importance of corporate governance in this field of work, it seemed to me to be an obvious choice to choose one of the 8 companies on the ICAEW’s list for my case-study.
As detailed earlier BDO LLP UK is an incorporated partnership company in the UK, which is owned and ran by its members/partners and it provides financial accounting, audit, tax and business consultancy services.
It is the 6th largest accountancy firm in the UK and is a member of the BDO International Network, which itself is the 5th largest accounting organisation in the World. In an attempt to break into the top 4 big firms in the UK, BDO LLP UK completed a merger with PKF, a rival firm, in April 2013 (Keynote, 2013). After researching BDO LLP UK, it became very clear that corporate governance was of the upmost importance to the company.
Not only did it have specific areas on its website dedicated to corporate governance and corporate social responsibility but it also had a number of relevant publications regarding corporate governance. One article for example, ‘Making Internal Audit Relevant’, discussed the high quality of corporate governance in the UK found by studies carried out by the FRC, it went on to say that this was underpinned by the UK Corporate Governance Code and that it was vital in maintaining the attractiveness of the UK market, to encourage new investment (BDO LLP UK website, 2013).
My research also found that BDO had carried out a joint study with the Quoted Companies Alliance, which considered the introduction of a mandatory corporate governance code for small and mid-capital audit companies in the UK. Just as a point of fact, this was a proposition that 92% of such companies agreed with. One of the major indications that BDO think corporate governance is vital to the success of a company is that they produce an annual transparency report, which has an appendix of a statement of compliance with the Audit Firm Governance Code (2010).
They have also went to great lengths to create a summary report in 2012 for businesses which they audit, detailing any changes to corporate governance regulations and focusing on leadership and effectiveness, reporting, risk, audit, remuneration and investor relations (Corporate Governance for TMT Businesses, 2012). It seems to be an interesting idea to look at a company who places so much emphasis on good corporate governance, not only for itself but also the companies it works for, to see if they do comply completely with the codes and if they are in fact “exemplars” of good practice.
There are various theories and philosophies with regards to corporate governance, all of which, as a collective, have laid a foundation for the development of different corporate governance systems around the world (Lashgari, 2004). This paper will look at a number of these theories and how they relate to BDO, in order to gain a better understanding of the governance standards at BDO.
In the 1930’s, Berle and Means published ‘The Modern Corporation and Private Property’, it provided the first debate about the agency dilemma and set a basis for agency theory. They suggested that where ownership is separated from management or is widely dispersed, it becomes difficult for owners to have an effective check on the autonomy of corporate managers. The agency dilemma was further refined in the 1970’s, when theories were brought to the fore suggesting agents (managers) are likely to be self-interested and will serve their own interest before those of the principle (owners).
Such theories also suggested that in order to counter this problem companies have to incur agency costs, for example, to create incentives to align the interest of the agent with the company and the cost of monitoring the conduct of agents. Many other theorists have a problem with agency theory because it does not even attempt to explore the possibility managers are not self-interested and opportunistic. However, they cannot deny that it has een very influential in developing market-based governance mechanisms and board-based governance mechanisms. Due to BDO being an incorporated partnership and their shares not being publicly traded, we will only look at the board-based mechanisms (Having Their Cake, 2013). Agency theory has caused internal reform of boards, there has been an increase in executive share options schemes, meaning that managers are being offered equity in the company they will manage, in order to “align their interest” (Having Their Cake, 2013).
Agency theory has also led to the introduction of independent non-executive directors onto Boards of Directors, in order to ensure the actions of the management are being sufficiently monitored by the board themselves and role of boards have been greatly elaborated, they are becoming more involved with the setting of objectives of companies and monitoring of any actions taken by management and stricter provisions have been put in place to ensure the separation of the roles of chairmen and chief executive (Cadbury Committee, 1999).
When applying agency theory to BDO, it is easy to see that there is a situation of agency and principle, with the fact that there are 193 partners in the firm and only 5 partners who are part of the Leadership Team (LT- management) which is responsible for the overall management of the company and is chaired by the Managing Partner. It is also noticeable from their 2012 ‘Transparency Report’ that all members of the LT have been partners in the company for a number of years, with currently the shortest term being 12 years.
This could be considered good governance by BDO because in an effort to avoid the agency dilemma, they ensure their management team is made up of partners, whose interest is already aligned with the interests of the business. The transparency report also states that BDO have a Partner Council (equivalent to a Board of Directors) which is independent from the LT and responsible for the overall governance, in particular the oversight and accountability of the LT. They are also responsible for choosing members of the LT and for electing independent non-executive directors, for which there are 2 at BDO.
These independent non-executive directors sit on the LT and report to the partner council of any issues of compliance with governance, policies and procedures, for which they are responsible for providing information on to the LT. The Partner Council is chaired by the Senior Partner who performs a client facing role and is responsible for managing all decisions. He also attends LT meetings in a non-executive capacity to facilitate his oversight role of the governance of the company (Transparency Report, 2012).
As we can see the management team is subject to a lot of oversight and monitoring by the Partner Council and the roles of the Senior Partner and Managing Partner are completely separate, this is all a way of ensuring the company has a high standard of governance and to also ensure the management is acting in the best interest of the all the owners. BDO goes to a big effort in organising their governance structure in order to avoid the problems arising from the agency dilemma.
This theory originated from studies performed by Pfeffer and Salancik (1978), they suggest that board members and non-executive directors can provide a firm with a vital set of resources. Non-executive directors are appointed with the expectation that they will support the organisation with its problems and to be a source of expertise which executives can draw upon for skills and advice and they can also be a source of contacts and information which they have gained through their past experience (Having Their Cake, 2013).
At different stages in the life-cycle of companies, they have very different needs from their non-executive directors. To young entrepreneurial companies, non-executive directors can be a cheap source of legal, financial or operation management skills, while publicly listed companies are in need of network connections such directors can provide, for example, sources of finance.
They can also provide the benefit of attaching a good reputation to their company. Mature businesses, with which we are most concerned because BDO falls into that category, can use non-executive directors for their relevant market or managerial experience and from the consumer confidence which can be gained from that person’s good reputation being affiliated to their company (Having Their Cake, 2013).
Applying this theory to the independent non-executive directors of BDO, we can clearly see from the Transparency Report (2012) that both have experience of past non-executive director roles and both bring their own experience in a relevant field, Lesley MacDonagh with a high level of experience of law and business management which she gained from being a Managing Partner at Law firm Lovells and Lord David Currie having experience of business management from eing a Dean of Cass Business School and a past Chairman of OFCOM and he also has sound knowledge of the legal system from being a member of the House of Lords. This places them perfectly for their positions of overseeing the governance of and business management of BDO.
This theory, which originated from the works of Donaldson (1990), suggests that directors can have motives which are ‘pro-organizational’ and counters the assumption by agency theorists that management aims are based in self-interest and are not aligned with those of the shareholders.
Donaldson even goes as far as to suggest that negative investor assumptions of the management will have the opposite effect to what was intended and can actually weaken the leadership of a company by weakening the management’s authority when splitting the decision making power between the board and the management.
Donaldson also put forward the theory that inside managers and directors have possibly spent their lives working for the company they govern and because of this not only have a strong understanding of how the company is ran, therefore are able to make superior decisions, but also they will have naturally built a strong affiliation and personal investment in the success of the company.
He also points out that decisions made by a board of outsiders could be of a lower quality because they would not be in a position to fully understand the company because they would not have access to the same informal knowledge sources and would lack any information which could inform them of the contextual nature of any business situations. All this in turn could lead to low firm performance (Nicholson and Kiel, 2007). As was stated earlier, BDO has a LT which is made up of partners who have been working for the company in a particular field and have been a partner for a number of years.
The field they are responsible for as part of the LT is relevant to the field they have been previously working in, for example the Head of Audit and Tax, Paul Eagland has been a Tax Partner for 17 years. This ensures that any decisions that are being made are informed with the necessary knowledge to make the correct decision for the company. Also, as has been stated previously working for the company has long has built a strong affiliation to the company and its success.
With regards to the non-executive director element of the board, it is made up of both independent members who come from outside the company (such as mentioned previously) and Directors such as the Senior Partner who has been with the company for a number of years, this allows for any gaps in the knowledge of the directors to be covered because there is an overlap between the meetings of the LT and the Partner Council when the Senior Partner sits in on LT meetings as an affiliated non-executive director.
This ensures that the company is practicing good governance and that the board cannot be misled by the management as to how the company is being ran and if the interests of the other Partners are being looked after (Transparency Report, 2012).
Freeman (1980’s) put forward a whole new idea in terms of corporate governance theories, he argued that it should not simply be just the shareholders’ or partners’ interests which should be considered when making business decisions, he suggested that companies should be ran with the interests of all stakeholders in mind.
Other stakeholders include employees, who have invested their time and skills in the company and have an invested interest in the company’s success, in order for them to ensure job security. This, Freeman classes as a direct interest in the success of the company, other direct stakeholders include customers and suppliers. What Freeman classed as having an indirect interest in the performance of the company includes the community as a whole and the environment (Having Their Cake, 2013).
There is a major problem with this theory, which is that it is hard to operationalize because it is difficult to decide the weight that should be given to different stakeholders but accepting this difficulty, some theorists have suggested that while ultimately they are accountable to the shareholders, they must take into account the interests of other stakeholders when making decisions.
This demand for ‘stakeholder value’ is legitimised through a number of examples, take globalisation; the spread of business and corporations across the world has led to environmental damage, an increase in corporate corruption and excessive executive pay has been, for example with RBS, to come hand-in-hand with company downsizing which has a direct impact on employees.
In the name of good corporate governance, the increase in the value of stakeholder interests has led to an increase in business ethic codes and heightened corporate practice visibility and corporate reports of social responsibility and environmental matters (Having Their Cake, 2013). According to BDO’s website and their Transparency Report (2012), the company takes the interests of various stakeholders into account when making decisions about how the business is run, in a number of different ways, through policies and procedures:
The company has a Professional Services Manual and an Audit Manual, which contain rules relating to ethical conduct of employees, management and Partners. It is easily accessible on the company intranet and is supplemented with training and is designed to comply with International and UK Ethics Standards. The Partners and staff sign annual declarations as to their compliance to the code and the company has an Ethics Partner who is tasked with providing guidance as to correct ethics and also with maintaining compliance.
BDO has 5 core values which all partners and staff are committed to, they are; honesty and integrity, taking personal responsibility, mutual support and strong and personal client relationships. To aid in these values and to help deliver a quality service to clients, the company has robust client and engagement procedures. They carry out risk assessments on every potential client, before signing a contract and this helps to ensure that not only is the company secure but also that they provide the client with the sufficient standard and amount of staff they are in need of.
The HR department also has clear policies and procedures when it comes to recruitment in training, to ensure the company has a sufficient number of staff who are competent and meet the required ethical standards, all in the name of providing a quality service to clients.
BDO have an inclusive culture when it comes to recruitment and training and development, it provides every staff member with the same opportunities to progress regardless of differences. They have strong policies and procedures regarding regular reviews, which are performed bi-annually.
They also seek to adopt the most relevant recruitment selection tools, in order to ensure the fit and quality of those joining the company. They also provide employees with ‘learning maps’ and ‘career and performance wheels’, which helps with career development and ensures promotions only occur when the staff member is ready. This all aids in the success of the company.
BDO actively support and develop the local community, they have an established network of over 20 champions in the UK, tasked with “stimulating local ideas and initiatives” to help developing the community.
They have a Community Volunteering Policy, allowing employees to take 6 days a year to volunteer, and they are not restricted to volunteer at certain organisations. It can be whatever is important to them. BDO ensure the negative impact their business has on the environment is minimised and have an Environmental Policy. Considering this, it could be said that with regards to ‘stakeholder value’ BDO practices good corporate governance. . BDO Governance in Practice
Due to the EU’s 8th Directive on transparency reporting being adopted, in April 2008 the Professional Oversight Board published the Statutory Auditors (Transparency) Instrument (2008), requiring auditors of companies with a public interest to publish annual transparency reports. It also detailed requirements that such reports must meet, including systems of quality control, independence practices and procedures and information about the company, i. e. he structure and the management. Transparency reports are used to demonstrate the quality of audit processes and practices of a company and are also used to encourage a high level of confidence and trust from stakeholders and the business community. BDO also provided a statement of compliance with the Audit Firm Governance Code (2010), which can be seen in Appendix A.
The transparency includes details of the Governance Structure of the UK Firm, including the management and implementation of independent non-executive directors, the values of the company, the Internal Quality Control System, the Risk Management Control System and details the policies and procedures regarding independence, whistleblowing, professional development and partner remuneration.
Firm Governance Code One of the most important aspects of the Transparency Report is the Statement of Compliance with the Audit Firm Governance Code.
Some of the key aspects of which include compliance with:
The FRC found that in most areas there were appropriate policies and procedures in place for its size and client base and they found that all the statements that were made in the Transparency Report were consistent with their understanding of BDO’s policies and procedures of the firm. However, when the FRC reviewed the audits BDO carried out themselves on other companies, they found that a number of governance codes were not being adhered to:
A more robust set of procedures was suggested to ensure that this list was kept up to date in future Lastly, the Internal Quality Review was not of a high enough standard, it did not provide a sufficient level of detail and clarity of explanations of significant findings.
We can see that BDO go to great lengths to try and ensure that they are fully compliant with corporate governance codes and regulations, not only with their policies and procedures and the way the company is managed but also with governance structure of the company and the values and focus of the aims and objectives of the company. They also have a strong focus on transparency and ethics within in their business and this is linked to their value of providing great customer client relationships with professionalism, honesty and integrity.
They also go to great lengths to aid the companies with which they work, in complying with corporate governance codes, again this is all in the name of developing excellent quality and trustworthy client relationships, in order to maintain and improve the success of their business. However, as we can see from the FRC review, there are gaps in their governance compliance, in particular with internal reporting and ethical standards, but it will have to be seen in the coming years of reviews if the increase in transparency and an even greater focus on corporate governance will lead to BDO closing such gaps.