PART ONE – Corporate Governance
In the early 2000s, many concerns were shown regarding the
transparency of the accounting information including the complexity of rule
based accounting. The Sarbanes-Oxley act criticised rules-based accounting
standards and highlighted a number of issues regarding the effectiveness of
using principles-based accounting system in 2002 (Schroeder, Clark and Cathey,
2011). In 2003, the SEC report
concluded that the rule-based accounting encouraged financial engineering,
consequential to less informative and/or misleading financial statement.
Therefore the report proposed principle-based accounting system (Benston,
Bromwich and Wagenhofer, 2006) however the shortfalls of the principles based
system were also highlighted.
According to ICAS (2006), rules provide specific and
clear-cut instructions to eliminate the doubts (if any). A rule based approach to accounting provides
thorough and specific guidance with amplification; this however de-skills the
profession in the sense that professional judgement is not required. A rule
relates to developing an unmistakeable method for decision making. These rules
are very authoritative and enforceable but cannot avert dishonesty. Instead, it
fosters creative accounting and leads to financial engineering by distracting
the focus away from the underlying reality. ICAEW (2009) states: “Rules create
a roadmap for avoidance and divert the attention from the need of true and fair
view”. Rules can result in complex
practices and difficulty in coping with the changing business environment;
however this complexity depends on the complexity of the underlying situation.
I believe that rule based approach is similar to pursue a problem after its occurrence.
For example, if a set of rules is regulated, financial engineers may find a way
around them; that’s when a new set of rules would be introduced to prevent that
newly introduced practice. This is
because one can say ‘show me where it says that?’. It is possible that the
rules are subjective and that they do not reflect the underlying principles.
A principle is referred to a general statement with broad support
to decision making. It acts as a guide to actions with intending to promote
truth and fairness (ICAS, 2006). On the other hand, Principle based accounting
approach offers a system with a faithful representation of the financial
substance of transactions. This type of system enables effective communication
with the stakeholders. As it is not very specific, I can easily cope with the
complex and changing business environments. However, SEC (2003) states that
this system is inconsistent as it need considerable guidance for the management
judgement.
Therefore I believe that it won’t be wrong to conclude that
both approaches have their respective benefits and limitations. Principles
based approach encourages professional judgement with a putting ‘truth and
fairness’ at the centre of attention; this discourages the financial
engineering. Agoglia, Doupnik and Tsakumis
(2010) concluded that financial statement preparers are likely to report
aggressively when applying precise standards. Rules approach instead provides instruction
for more practical implementation with a lesser need for justification in
financial statements (Schroeder, Clark and Cathey, 2011). According to ICAS
(2006), Rules cannot replace the principles. The rules can however be in place
in order to observe the principles. Judgement would be needed to assess whether
the rules actually support the principles or not.
The US GAAP was more rule-based whereas many countries,
including the UK, adopted principles based approach to enforce the corporate
governance codes (ACCA, 2008). The classic model of shareholder wealth
maximisation yielded declining results and the dominance of shareholder began o
be challenged. The British’s share in
the global economy had declined from 25% to 5.6% between 1900 and 2000. During
this time; most British companies operating in major market like vehicle
manufacture and investment banking for instance were driven out by competition.
Additionally, many of the major companies collapsed after about 1970s. A series
of corporate collapses such as BCCI bank, and scandals such as Robert Maxwell
pension funds in the 1980’s and 1990s rouse concerns in the International
business community. Davies (2006) state that The British businesses were not
only weakening to compete globally, but it was also at a severe risk of
internal decay. Apart from the damage to the British economy, the situation
posed a threat to the credibility of London as a market for investors. The UK
business community recognised the desperate need to put the practices in order.
The stock exchange launched the Cadbury enquiry by the
committee on financial aspects of corporate governance in 1991, chaired by Sir
Adam Cadbury. The committee highlighted the issues, and discussed the
recommendations and suggestion in the Cadburys report (FRC, 2006). Shareholders
are considered as the Principals of an organisation who employ the managers as
their agents to control the assets. Shareholder wealth maximisation is seen as
the ultimate goal for all Principals. Managers are employed to achieve this
goal, however, managers may have their personal objectives or interest that
they may prioritise such as job security, increased pay or increased managerial
power. This situation is known as Agency problem which leads to increasing
agency costs to the principals (Jager, 2008). The Cadbury report addressed all
these issues including the relationship and roles of non-executive directors
and reporting on internal control on the company’s position. LSE added the rule (comply or explain) that
companies should report whether they followed the recommendations or give
explanations (FRC, 2006).
Govern can typically be defined as ruling by authority.
However corporate governance can be used universally in a less strict sense of
controlling (Lee, 2006). Financial markets and investors now associate good
governance with prosperous companies. It
is as important for small companies as for the large ones. It helps to prevent
corporate scandals and potential civil and criminal liability to the organisation.
It also improves the reputation of the organisation, resulting in making it
more attractive to customers, suppliers and investors (Lipman and Lipman,
2006).
The UK has adapted an approach to corporate governance which
has high standards but relatively lower associated costs when compared with
other countries. 94% of the UK pension funds agreed that these standards in UK
companies have been consistently improving. London Stock Exchange found that
companies gave most importance to the corporate governance requirements when
choosing between UK and US listing. It had been concluded that UK was in
advantage in this situation due to its higher standards than the US (FRC, 2006).
One of the main differences between UK and US approach is that principles based
approach is commonly used in the UK but rule based in the US which leaves it
with no option to explain deviation.
The high standards of corporate governance in the UK are
achieved by a combination of governance features. The role and composition of
the board is very important. The company is lead by a single board with the
members being accountable. It is the board’s responsibility to maintain an
effective internal control and reveal the company’s position with a balanced
assessment. Adequately experienced directors of the audit committee should
monitor and evaluate the practices.
There is a separate chair man and chief executive who divide the
responsibilities clearly for the board members. Large companies need a 50-50
balance of executive and independent non-executive directors while smaller companies
should have at least two independent directors.
The procedures of appointing directors should be transparent and be
approved by the Shareholders. Additionally,
the effectiveness of the board should be regularly evaluated. The effectiveness
of the board, based on the performance of the members should be remunerated transparently
by the remuneration committee. Importantly, the shareholders should maintain
effective communication with the board to ensure s good level of understanding (FRC,
2006).
PART TWO – Professional Ethics
Ethics branches out from the philosophy of
morality which relates to concepts related to good and bad or right and wrong. It
is a very controversial issue with no universally accepted approach to it. Some
practices may not be forbidden by law, but can be classified as unethical (Ferrell,
Fraedrich and Ferrell 2009). The concerns for ethics have been growing,
therefore businesses and professionals find it important to take the interest and
perceptions of the stakeholders into considerations.
Accountancy, like every profession, requires
special knowledge, skills and qualities. An accountant not only serves the employer,
whose accounts are being prepared, but also many other stakeholder groups such
as the government bodies, competitor companies and the general public. The
stakeholders perceive the accountants as extremely competent, dependable and
objective. Each stakeholder may have a unique interest in the work done by the
accountant. The shareholders use the accounts to evaluate the performance of
the business as they are primarily interested in profits. The government bodies would need the accounts
to determine the tax liability of the firm. The accounts may also determine the
decision of potential investors and bankers (Carey, 1980).
Therefore Accountants should practice
professionally and consider the interest of teh stakeholders. Professional
ethics adopted by accountants would help maintain the trust and reputation of
the occupation (ICAEW, 2011. However, the accountants may be in guidance of
seniors to prepare false image of the business by manipulation of the accounts.
Cardebat and Sirven (2010) concluded that CSR policies adopted by firm
do not improve their financial performance. Still, I believe that professional ethics may help the business to sustain in the
future.
ICAEW’s provide the accountants with the Code
of Ethics, which provides guidance to maintain the ethical practice. The code sets out five principles which
should not be threatened by the accountant’s practice. The first fundamental
principle is ‘Integrity’; which relates to being straight forward and truthful
in the practise. The accountants should not provide false information or
mislead the user in any way. I believe that this principle is equally important
for all professions therefore this requirement by code is very important. The second principle of ‘objectivity’
requires the accountants to not be biased towards a decision. The accountants
should be neutral and not just make decisions on the basis of own preference. Additionally,
the decision should be in the best interest of the business and the
stakeholders. As the third principle ‘Professional competence and due care’
requires the accountants to uphold a high level of professional knowledge and
skills to apply the most suitable techniques and standards for their practise. .
These two principles are very significant because the clients, who the
accountants serve, may perceive the accountant as dependable and objective so
base the decision on their work. The
fourth principle ‘confidentiality’ demands the respect for the client or
business’s level of requirements regarding confidentiality of the data. The accountants
are not allowed to use any information for personal use or disclose any
confidential information to anyone who is not authorised, unless it is legally
required. Misuse of confidential information can potentially be disastrous for
a business, therefore this principle is considered. The fifth principle
‘professional behaviour’ relates to complying with the laws and regulations. As
mentioned, accountants should practice in the favour of the business and should
consider the interest of the stakeholder, but that should not be achieved by
violating any laws.
ICEAW has also identified threats to these
principles that should be safeguarded. ‘Self-interest’ of accountants may
influence the judgements, decisions or behaviour. An appropriate ‘self-review’
may not be conducted, resulting in judgements based on the previous ones which
may not be accurate. An accountant may ’advocate’ the client to an extent that
the objectivity of the profession is compromised. ‘Familiarity’ with the client
may also influence the practice in the favour of the client. Similarly, the
accountant may be ‘intimidated’ and pressurised to not practise objectively.
To minimise these threats, the ICEAW provides
safeguards to maintain the principles. The perceptions and judgements of a
third party (who is well informed of all details including the threats and
safeguards) should be considered when concluding whether the practise is threatening the
principles or not. The circumstances may determine the nature of safeguards to
be applied. I totally support the principles and safeguards to threats provided
by ICAEW because conventional regulation cannot cure moral blindness. Additionally,
I suggest that accountants should sign an oath, similar to that adhered by
doctors, as Dr Barry Morgan suggested for executives (BBC, 2011).
References
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