ACCA/CAT

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3 （a） Defining and explaining agency

Agency is defined in relation to a principal. A principal appoints an agent to act on his or her behalf. In the case of corporate governance，the principal is a shareholder in a joint stock company and the agents （that have an agency relationship with principals）are the directors. The directors remain accountable to the principals for the stewardship of their investment in the company. In the case of Rosh，60% of the shares are owned by shareholders external to the Rosh family and the board has agency responsibility to those shareholders.

Criticisms of Rosh‘s CG arrangements

The corporate governance arrangements at Rosh and Company are far from ideal. Five points can be made based on the evidence in the case.

There are several issues associated with the non-executive directors （NEDs）at Rosh. It is doubtful whether two NEDs are enough to bring sufficient scrutiny to the executive board. Some corporate governance codes require half of the board of larger companies to be non-executive and Rosh would clearly be in breach of such a requirement. Perhaps of equal concern，there is significant doubt over the independence of the current NEDs as they were recruited from retired executive members of the board and presumably have relationships with existing executives going back many years. Some corporate governance codes （such as the UK Combined Code）specify that NEDs should not have worked for the company within the last five years. Again，Rosh would be in breach of this provision.

Succession planning for senior positions in the company seems to be based on Rosh family membership rather than any meritocratic approach to appointments （there doesn’t appear to be a nominations committee）.Whilst this may have been acceptable before the flotation when the Rosh family owned all of the shares，the flotation introduced an important need for external scrutiny of this arrangement. The lack of NED independence makes this difficult.

There is a poor （very narrow）diversity of backgrounds among board members. Whilst diversity can bring increased conflict，it is generally assumed that it can also stimulate discussion and debate that is often helpful.

There is a somewhat entrenched executive board and Mary is the first new appointment to the board in many years （and is the first woman）.Whilst experience is very important on a board，the appointment of new members， in addition to seeding the board with talent for the future，can also bring fresh ideas and helpful scrutiny of existing policies.

There is no discussion of strategy and there is evidence of a lack of preparation of strategic notes to the board. The assumption seems to be that the ‘best’ option is obvious and so there is no need for discussion and debate. Procedures for preparing briefing notes on strategy for board meetings appear to be absent. Most corporate governance codes place the discussion and setting of strategy as a high priority for boards and Rosh would be in breach of such a provision.

There is no evidence of training for Mary to facilitate her introduction into the organisation and its systems. Thorough training of new members and ongoing professional development of existing members is an important component of good governance.

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