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ACCA APPROVED CONTENT PROVIDER ACCA Passcards Paper P1 Governance, Risk and Ethics Passcards for examsup to June 2015ThiNganHang.com ThiNganHang.com
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First edition 2007, Eighth edition June 2014 All rights reserved. No part of this publication may be ISBN 9781 4727 1129 8 reproduced, stored in a retrieval system or transmitted, in any form or by any means, electronic, mechanical, e ISBN 9781 4727 1185 4 photocopying, recording or otherwise, without the prior British Library Cataloguing-in-Publication Data written permission of BPP Learning Media. A catalogue record for this book is available from the © British Library BPP Learning Media Ltd Published by Printed in Singapore by 2014 BPP Learning Media Ltd, Ho Printing BPP House, Aldine Place, 31 Changi South Street 1 142–144 Uxbridge Road, Changi South Industrial Estate London W12 8AA Singapore 486769 www.bpp.com/learningmedia Your learning materials, published by BPP Learning Media Ltd, are printed on paper obtained from traceable sustainable sources. ThiNganHang.com ThiNganHang.com
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Preface Contents Welcome to BPP Learning Media’s ACCA Passcards for Professional Paper P1 Governance, Risk and Ethics. They focus on your exam and save you time. They incorporate diagrams to kick start your memory. They follow the overall structure of the BPP Learning Media Study Texts, but BPP Learning Media’s ACCA Passcards are not just a condensed book. Each card has been separately designed for clear presentation. Topics are self contained and can be grasped visually. ACCA Passcards are just the right size for pockets, briefcases and bags. Run through the Passcards as often as you can during your final revision period. The day before the exam, try to go through the Passcards again! You will then be well on your way to passing your exams. Good luck! ThiNganHang.com Page iii ThiNganHang.com
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Preface Contents Page 1 Scope of corporate governance 1 2 Approaches to corporate governance 11 3 Corporate governance practice and reporting 21 4 Internal control systems 31 5 Risk attitudes and internal environment 39 6 Risks 47 7 Risk assessment and response 53 8 Information, communication and monitoring 61 9 Personal ethics 69 10 Professional ethics 75 11 Corporate social responsibility 83 ThiNganHang.com ThiNganHang.com
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1: Scope of corporate governance Topic List This chapter sets out the foundations of good corporate governance, defining what corporate governance is, the key concepts, and the stakeholders whom good Definition corporate governance serves. You may need to consider the conflicting interests of stakeholders and how Concepts stakeholders can control managers/directors. We also Agency summarise major issues in corporate governance. Stakeholders Main issues ThiNganHang.com ThiNganHang.com
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Definition Concepts Agency Stakeholders Main issues Corporate governance is the system by which organisations are directed and controlled. It is a set of relationships between directors, shareholders and other stakeholders. Risk management Appropriate control Framework to and reduction systems pursue strategy Corporate governance Guards against ThiNganHang.comSpirit of codes Accountability to misuse of resources stakeholders ThiNganHang.com
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Definition Concepts Agency Stakeholders Main issues Fairness Take into account all stakeholders with legitimate interests Transparency Openness, disclosure in financial statements, press releases, websites Independence Being free from constraints or influences that would prevent a correct course of action being taken Innovation Recognise that the needs of businesses and stakeholders can change over time Scepticism NEDs, auditors and audit committees should adopt an air of scepticism and an enquiring mind Probity Truth-telling/not misleading Responsibility Management responsible for organisation, means of corrective action and penalising mismanagement Accountability Directors and companies answerable for consequences of actions to shareholders, professionals to values, public sector to stakeholders Reputation Jeopardised by poor risk management/corporate governance ethical behaviour, may impact commercially Judgement ThiNganHang.comTaking decisions that enhance organisation’s prosperity Integrity Straightforward dealing, honesty and completeness, basis of trust Page 3 1: Scope of corporate governance ThiNganHang.com
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Definition Concepts Agency Stakeholders Main issues Agency Agency in corporate governance Agency is acting on behalf of another (principal) in Directors (agents) run company on behalf of dealing with others. shareholders (principals). Agency costs are the monies and resources Agency problem – how to prevent directors excessively expended by principal in monitoring agent. rewarding themselves/ underperforming. Agent’s responsibilities Main solution is to link reward with company performance: Accountability Fiduciary duty (trust and care) Profit related pay Personal performance Shares Obedience Share option plans Skill Transaction costs theory No conflict of interest ConfidentialityHanding over benefitsThiNganHang.comCompanies seek to keep business dealings in-house,managers act opportunistically in their own interests. ThiNganHang.com
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