Tuesday, March 5, 2019

Corporate Governance

The juggling secrets of a serial board directorhttp://www.ft.com/cms/s/0/e18f6926-650e-11e4-ab2d-00144feabdc0.html

HKMA management game http://hkma.org.hk/web_info.asp?ver_type=E&info_no=102000017

Government
- Oecd

  • Directorate for public governance http://www.oecd.org/gov/
  • Carrie lam's idea of civil service training academy from one of those papers

- agency control
  • President - Appointnent and removal powers, budgetary influence, executive orders, directives
  • Congress - Enabling act, Sunset legislation
New Public Management (NPM) is an approach to running public service organizations that is used in government and public service institutions and agencies, at both sub-national and national levels. The term was first introduced by academics in the UK and Australia to describe approaches that were developed during the 1980s as part of an effort to make the public service more "businesslike" and to improve its efficiency by using private sector management models. As with the private sector, which focuses on "customer service", NPM reforms often focused on the "...centrality of citizens who were the recipient of the services or customers to the public sector." [2] NPM reformers experimented with using decentralized service delivery models, to give local agencies more freedom in how they delivered programs or services. In some cases, NPM reforms that used e-government consolidated a program or service to a central location to reduce costs. Some governments tried using quasi-market structures, so that the public sector would have to compete against the private sector (notably in the UK, in health care). [3]Key themes in NPM were "...financial control, value for money, increasing efficiency...,identifying and setting targets and continuance monitoring of performance, handing over.. power to the senior management" executives. Performance was assessed with audits, benchmarks and performance evaluations. Some NPM reforms used private sector companies to deliver what were formerly public services. NPM advocates in some countries worked to remove "...collective agreements [in favour of]...individual rewards packages at senior levels combined with short term contracts" and introduce private sector-style corporate governance, including using a Board of Directors approach to strategic guidance for public organizations.[5] While NPM approaches have been used in many in countries around the world, NPM is particularly associated with the most industrialized OECD nations such as the United Kingdom, Australia and the United States of America. NPM advocates focus on using approaches from in the private sector–the corporate or business world, which they can be successfully applied in the public sector and in a public administration context. NPM approaches have been used to reform the public sector, its policies and its programs. NPM advocates claim that it is a more efficient and effective means of attaining the same outcome.


gerontocracy is a form of oligarchical rule in which an entity is ruled by leaders who are significantly older than most of the adult population. The ancient Greeks were among the first to believe in this idea of gerontocracies, as famously stated by Plato, "it is for the elder man to rule and for the younger to submit".[1] However, these beliefs are not unique to ancient Greece, as many cultures still subscribe to this way of thinking. Often these political structures are such that political power within the ruling class accumulates with age, making the oldest the holders of the most power. Those holding the most power may not be in formal leadership positions, but often dominate those who are. In a simplified definition, a gerontocracy is a society where leadership is reserved for elders.[2]The best example of this can be seen in the ancient Greek city state of Sparta, which was ruled by a Gerousia. A Gerousia was a council made up of members who were at least 60 years old and served for life.

types of corporation
A Swiss association ("Verein" in German, "association" in French, "associazione" in Italian) is a legal structure in Swiss law, defined in the civil code (Part one, title two, chapter two). It is similar to the Anglo-American voluntary association. Unlike in Germany, a Swiss association does not need to be registered in order to have a separate legal personality.[1] It must be registered if it "conducts a commercial operation".[2] An association can serve as a non-profit organization (NPO) or non-governmental organization (NGO) and this form is used by several Swiss sections of international NGOs such as Amnesty International, and the World Wildlife Fund, by business firms (see below) or by international organizations such as the Fédération Internationale de Football Association (FIFA). The form can also be used by political parties and alliances, such as trade unions. As the establishment of an association involves only little paperwork and no registration or fees, it is an important legal form in Switzerland[1] and often used by groups such as sport and social clubs.[1] It has also become a useful form for multiparty business organizations. The only requirement is that prior to the establishment, two persons draw up bylaws and appoint the organs of the association (such as the board and the auditors).

  • Baker & McKenzie was the first major law firm to become a Swiss verein, in 2004. Since 2009, Swiss vereins have been used in several mergers of large multinational law firms, as they allow regional profit pools and their related tax, accounting and partner compensation systems to remain separate while allowing strategy, branding, information technology and other core functions to be shared between the constituent partnerships.[4] The main advantage of the verein structure is that profits can be shared between constituent partnerships, incentivizing partners to share clients and work between the member partnerships.[4] Most law firms as vereins overcome cost sharing problem in return for work referrals, which allows for the indirect sharing of profits.


Company structure
- http://www.economist.com/news/business/21707938-all-its-virtues-limited-liability-continues-provoke-criticism-dont-limit-revolution
- a matrix organisation is an organisation structure that assigns specialists from different functional departments to work on one or more projects being led by project managers.  This structure creates a dual chain of command.  In reality, employees in the matrix have two bossess: their departmental functional manager and their product or project manager.
- chief financial officer CFO

  • controller is basically concerned with internal matters, namely financial or cost accounting, taxes, budgeting, and control functions.  The treasurer is responsible for managing corporate assets and liabilities, planning the finances, budgeting capital, financing the business, formulating credit policy, and managing the investment portfolio.  The controller and treasurer report to the CFO

- chief operating officer

  • wall street journal 3dec22007 article "making the most of COOs" - COOs should have strong ties to the board.  But few do.


Management
- autonomy
  • Governance - legal status, identity/mission stating
  • Resources management - financial resources
- accountability
  • Planning
  • Accounting - budgeting, reporting
  • Quasi market - private investors, outsourcing
- market orientation
  • Commercial orientation
  • Customer orientation - mktg & comm, customer care
Historically the big difference between MBB (McKinsey, Bain, BCG) and the Big 4 accounting firms (EY, Deloitte, KPMG, PwC, Accenture - although I do realize that’s 5…) consulting practices was that while MBB did the high level strategy work, the Big 4 focused on the implementation side of that work. The MBB teams would leave and then the other firms would come in and work on implementing the plans that they came up with. That’s changing from both sides now, McKinsey has a thriving implementation practice and the Big 4 all have a strategy consulting arm (often coming from acquisition - PwC bought Booz, Deloitte bought Monitor, etc. etc.) so the difference is getting blurred.https://www.quora.com/Whats-the-difference-between-management-consulting-in-EY-Accenture-and-McKinsey
- the executive game is a form of simulation that can be used successfully as an executive training device.  The major goals are to improve decision making and analytical skills; develop awareness of need to make decisions while lacking complete information; develop understanding of interrelationships of various functions of business; develop ability to function cooperatively and effectively in a small group situation
- financial manager plays an important role in company's goal setting, policy determination, and financial success.  Their responsibilities include:

  • financial analysis and planning
  • making investment decisions
  • making financing and capital structure decisions
  • risk management
- forecasting

  • three major types of qualitative (subjective) forcasting tools
  •  expert opinion - used for new technologies or new products unlikely any currently on the market
  • the delphi technique is a qualitative forecasting method that seeks to use the judgments of experts systematically in arriving at a forecast of what future events will be or when they may occur.  It brings together a group of experts who have access to each other's opinions in an environment where no majority opinion is disclosed. Used for space travel or long range economic conditions
  • sales polling or consumer surveys - used for new products, restaurants, fast food, or consumer appliances. 
- decision making
  • three types of decisions: 1) long-term strategic decisions concerning the external environment of the organisation 2) administrative decisions intended to order the functions of the organisation in the most cost-efficient way 3) operational decisions designed to maximise a firm's profitability through productive procedures.
  • location
  • major qualitative factors are: climate, water, schools, housing, community, attitude, state tax incentives, nearness to suppliers and markets, and labor availability

- risk management
  • risk analysis is a process of measuring and analyzing the risk associated with financial and investment decisions.  It is important to consider risk in making capital investment decisions because of large amount of capital involved and the long term nature of investments.  Analysts must also consider the rate of return in relation to the degree of risk involved.
  • five common types of risk involved in busiess and financial decisions - liquidity risk, inflation risk, interest rate risk, business risk, market risk

- resource allocation

  • the corporate portfolio matrix, developed by the boston consulting group, was first introduced as a strategy tool to guide resource allocation decisions on the basis of growth and market share of a company's strategic business units (SBUs).  The BCG matrix defines four business groups:
  • cash cows (low growth, high market share)
  • stars (high growth, high market share)
  • question marks (high growth, low market share)
  • dogs (low growth, low market share) 
- responsibility centers

  • cost center - unit within the organisation which is responsible only for cost. Examples include production and maintenance departments of a manufacturing company
  • profit center - unit which is held responsible for revenues earned and costs incurred in that center. Examples might include a sales office of a publishing company, an appliance department in a retail store, and an auto repair center in a department store
  • investment center - unit held responsible for the costs, revenues, and related investments made in that center.  The corporate headquarters or divisions in a large decentralised organisation would be an example.

- the concept of span of control refers to how many subordinates a manager can effectively and efficiently supervise.  Typically no more than six is recommended in order to maintain close control. The span of control determines how many levels and managers a company will have.
- line and staff division of authority is a concept first developed by the military. Respectively, line and staff describe the direct functional roles and advisory relationships existing in an organization.
- operations

  • ABC analysis is a method of ranking items by percent dollar value. Generally, A item account for a large dollar value but represent a small proportion of stock; C items account for small dollar value but represent a large percentage of items; and B items fall in between. A items require close control while C items can usually be ordered periodically in bulk and do not require close monitoring.


agency problem
- https://hk.news.appledaily.com/local/daily/article/20180717/20452104內地紅得火熱的新能源車企比亞迪(1211),爆出匪夷所思的羅生門。一名神秘內地女子,3年來竟可扮作公司高層,在全球以比亞迪名義簽約落廣告,涉款11億元(人民幣,下同),其中更涉及英超球隊阿仙奴。比亞迪發聲明稱,對該名女子的所作所為毫不知情,然而,在多個公開宣傳場合包括與阿仙奴簽約,均有比亞迪真正高層出現。事件反映內地廣告及汽車界存在潛規則,亦惹來外界質疑比亞迪的管治,公司股價昨大插5.7%。
- policy initiative no welcomed by implementation agents

  • https://www.civilserviceworld.com/articles/news/councils-shun-%E2%80%98inadequate%E2%80%99-dft-electric-car-charging-fund A Department for Transport scheme designed to aid the roll-out of on-street charging points for electric vehicles is being largely ignored by its target audience of councils, who describe it as not-fit-for purpose. Last week roads minister Jesse Norman and Claire Perry, who is energy and clean growth minister at the Department for Business, Energy and Industrial Strategy, said they were writing to local authorities calling on them to make better use of the On-Street Residential Chargepoint Scheme. They said only five of the UK’s 300-plus councils were making use of the fund, which offers up to 75% of the capital cost of installing new hardware to allow electric-car owners without their own drives or garages the opportunity to charge their vehicles close to home.



Hk
- education qualification
  • Professional dilploma in corporate governance and directorship by hk institute of directors and productivity training institute (sfc, hkex, companies registry are supporting organisations

Event
- world government summit http://www.oecd.org/mena/governance/the-world-government-summit.htm The World Government Summit is a global platform dedicated to shaping the future of government worldwide. Each year, the Summit sets the agenda for the next generation of governments with a focus on how they can harness innovation and technology to solve universal challenges facing humanity. The OECD acts as a key strategic partner in the summit which brings together over 4000 high level ministers, government officials, experts, representatives from the private sector and civil society. Since its inauguration in 2013 the MENA Governance programme has contributed to the summit with keynote speakers, participation in expert discussion panels, pre-summit meetings and discussion papers.



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