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Report:2500 wordsTaskdetails:You should read the below memorandum ofinstructions. Then write a report as instructed. As indicated in thememorandum, the audience for your report is your...

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Report:
2500 words







Task
details:



You should read the below memorandum of
instructions. Then write a report as instructed. As indicated in the
memorandum, the audience for your report is your principal.





Instructions:



In this report-style assignment you should work
to prepare a detailed report for the client on the issues identified in the
instruction memorandum. Your report should cover both legal and practical
advice and should be addressed to the board of directors. Therefore, you should
assume that you are addressing a sophisticated but non-lawyer audience, so some
explanation of legal concepts will be required. As well as legal analysis, you
should consider fully the political, technological, philosophical and economic
implications of issues arising from the instructions.





Memorandum of Instructions







From: Jane Ball (Corporate Partner)



To: Ellen Collini (Associate)



Date: 1st November 2022





Westlands
Group PLC





As you know, one of our most important corporate clients is
Westlands Group PLC (Westlands), a large multi-national corporation which is
quoted on the FTSE 350 on the London Stock Exchange. This morning I met with
Ralph Warner, Thomas Richardson and Pranav Choudhury, respectively the
Chairman, CEO and finance director of Westlands to take instructions on some
extremely important issues that they are currently dealing with. They want us
to prepare a detailed report for them on these issues and have given us a
strict deadline to submit the completed report so that it can be considered by
the full board of directors in two weeks’ time. I shall require your assistance
in compiling the report as I am currently committed to dealing with a number of
other important matters.





The issues they wish us to advise on are as follows:






  1. The
    Board’s strategy is to expand the business into Germany but they are not
    familiar with the corporate governance regimes existing in this country.
    Of course, they are very familiar with the UK Corporate Governance Code
    and its requirements, but there are significant differences in the laws
    and regulations introduced in other countries, and they would like us to
    provide a summary of the key differences between the UK rules and those in
    Germany in relation to the following three areas (850 words):



·
Structure
of the board and the role and responsibilities of the board of directors: Describe
the structure of the board of directors under uk government Governance code and
Germany Government Governance code, explain the differences and also describe
the board of directors’ responsibilities and the differences as well. Include a
table after the analysis summarizing the key differences



·
Rules
for setting executive remuneration. Describe the rules of executive
remuneration of each county for the board of directors and explain the
differences.



It would be useful in 2 sentences to explain
the benefits of each country for the above topics.



2.
The
Board has plans to streamline the business by outsourcing some of its
back-office functions such as complaints handling and HR support. This will
involve a major restructure of the business and lead to job losses at the
company’s head office in Salford. Some of the jobs are likely to be relocated
overseas in order to achieve cost saving. The board is confident that these
changes will be beneficial for the business in the short term but are aware
that there is likely to be significant opposition to the move from trade unions
and from some shareholders (850 words):





·
The
board of directors would like to know what their duties are under the Companies
Act when it comes to making strategic decisions such as these and what, if any,
action the shareholders could take to challenge the board’s decisions in this
regard. Explain in detail and give examples.





3.
Finally,
the Board would like some advice on the provisions in the UK Corporate
Governance Code that relate to the role and number of executive and
non-executive directors that they should have, and the extent to which any
non-executive directors need to be independent (850 words)



Report Structure:

·
Introduction:
Write what will the report will be about, and what will analyse.

·
Analysis
for each above question (answer to each question)

·
Use
Harvard style reference in cite references.











The report must have a table of contents, and
academic journals, reports, and only reputable professional or academic
websites must be used for referencing

Answered 8 days After Nov 14, 2022

Solution

Rochak answered on Nov 23 2022
44 Votes
Table of Contents
1. Introduction    1
2. Board    2
2.1 United Kingdom    2
2.1.1 Structure    2
2.1.2 Roles and Responsibilities    2
2.1.3 Remuneration    3
2.2 Germany    3
2.2.1 Structure    3
2.2.2 Roles and Responsibilities    4
2.2.3 Remuneration    5
2.3 Benefits    5
3. Duties of the Directors on the Board    5
4. Provision in the United Kingdom Corporate Governance Code    7
4.1 Role of the directors on the board    7
4.2 Composition of the Board of Directors    9
References    10
1. Introduction
The report outlines the board structure, duties and responsibilities of the board, along with a comparison of how the board is different in the United Kingdom and Germany and what are the benefits of different board structures in the appropriate country.
2. Board
2.1 United Kingdom
2.1.1 Structure
The Code, which is the corporate governance outline in the United Kingdom is one which describes how the board of a UK company should look and this is something which directs the board composition of a company (small or big).
It is mentioned in the code that the board should have a mix of people both from executive leadership and non-executive leadership. Also, along with this the composition of the board should be in such a way that the board should
ing a combination of skills, knowledge and other things like experience which is required by the board (El-Faitouri 2014).
There is no maximum number of several people who should sit on the board of directors list in the UK but according to the code it is also clear that the board of directors should have the following:
· They are not previously disqualified
· All the board members should be 16+ years of age
The board structure according to the code is such that the board should have a 50:50 proportion of non-executive and executive directors. Independent director's number can be more than 50% but no less than 50% is acceptable. These directors are independent and therefore they should at least be 50% of the board proportion. Other than this the board should appoint at least one non-executive director to be the senior independent director who will provide a piece of clear and sound information and advice to the board, including the chair.
2.1.2 Roles and Responsibilities
The roles and responsibilities of the directors on the board of the company are as follows:
· The chairperson on the board leads the board and is the one responsible for the overall effectiveness of the direction in which the company is going in. The chairperson is the person who is responsible for promoting a fair culture
· The responsibility of the non0executive director is that they should find sufficient time to meet all the board-related responsibilities that have been assigned to them, this includes the strategic guidance that they need to provide to the board and the company, and the specialist advice which is important for the smooth running of the company
· The non-executive directors are the ones who are responsible for the appointment of the executive directo
· All the board members should try to write down the responsibilities that they will perform to make sure that nothing is missed
2.1.3 Remuneration
The remuneration community should be set up by the board which should compose of independent directors. The minimum number of people on this committee should be 3 with no maximum number. The remuneration committee is the one responsible for providing the remuneration for the executive directors (Young 2000).
2.2 Germany
2.2.1 Structure
The German corporate law which regulates corporate governance under the corporate governance law has mandated that a two-tier board structure should be maintained across all the companies in the country. These two tiers will be consisting of:
· Supervisory board: This board looks at the supervision
· Management board: This board looks at the management of the company to ensure that the management follows an ethical route and follow all the corporate governance code which is being identified in the code
The supervisory board is the one responsible for keeping a check on the management. This supervisory board is completely different from the management board, which is responsible for the management, and therefore the supervisory board do not consist of any executive board members like the CEO or anybody from the management.
So, to summarize the board structure in Germany is where the supervisory board consists of only the non-executive directors, whereas the management board is the one which consists of a mix of both the non-executive and the executive directors. This ensures that the management of the company is controlled and at the same time a check is being kept on them to ensure that they follow the corporate governance codes.
The supervisory board must have at least 3...
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