SUBJECT – CORPORATE GOVERNANCE
BOARD APPRAISAL REPORT
Write a 2000-word Board Appraisal Report where you will evaluate an organisation’s corporate governance practices, board structure including committees and board diversity against relevant principles, guidelines and theories. You will also investigate and analyse which legislation and corporate governance principles your selected organisation must comply with or voluntarily follows.
Subject Learning Outcomes (SLO)
1. Demonstrate advanced understanding of contemporary corporate governance theory, frameworks and practice. [LO#1] 2. Critically evaluate and effectively communicate complex concepts to recommend improvements relating to corporate governance and organisational issues. [LO#2]
Select a company and one of its competitors (preferably publicly listed companies due to secondary data having to be publicly available for AIB MBA reports) and retrieve relevant corporate governance information. As explained in Activity 1.2: Identify board structure, you will find the corporate governance information disclosed in the company’s most recent annual report (Australian companies), proxy statement (US companies), management proxy circular (Canadian companies), company website or any other company statements. For example, the Commonwealth Bank of Australia provides governance information in its annual report: Commonwealth Bank annual report (2022). You can usually find these documents on the organisation’s or regulator’s website.
Based on the disclosed information and relevant governance legislation, principles, guidelines and theories, evaluate your selected organisation’s governance practices according to the following perspectives:
1. Corporate governance – legislation, theory and practice: Compare and contrast which theories most characterise your selected organisation and why. Discuss what governance legislation, principles and guidelines your selected organisation follows.
2. Board structure and committees: Discuss and compare the overall board structure (in terms of unitary vs two-tier, executive versus non-executive directors, CEO duality versus CEO separation, any additional directorships of other boards, etc.) and the board committees of your selected organisation, with those of the competitor firm in terms of their functions, membership, and responsibilities.
3. Board diversity: Critically discuss the board diversity of your selected organisation with that of the competitor firm, including diversity in skill and experience, gender, age and any other social or cultural aspects of directors.
4. Board recommendations for your selected organisation: Provide constructive suggestions for improvement to the board of the chosen organisation (i.e., not the peer).
Example report structure
Executive summary (ES)
Table of Contents (TOC)
1. Introduction (about 200 words)
2. Corporate governance – legislation, theory and practice (about 400 words)
3. Board structure and committee analyses (about 600 words)
4. Board diversity analyses (about 500 words)
5. Recommendations and justification (about 300 words)
6. Conclusions (about 100 words)
Format and other requirements
• Define critical terminology when they are mentioned for the first time in the report.
• In each section, discuss relevant corporate governance principles and theories as applicable.
• Where possible, draw out and discuss the implications of your findings for the conformance and performance functions of the board.