Academic Year 2023-24
Module Code: BLM113
Module Name: CORPORATE GOVERNANCE (TERM 2)
Module Leader: ROBERT GODDARD
Coursework Title:
Individual assessment – an essay and a report.
Task Details/Description:
The coursework assessment, which is worth 90% of the overall module marks, consists of the following
equally weighted parts:
• A case study, designed to assess your understanding of governance best practice and your ability
to apply such best practice. See below.
• An essay question, designed to assess your understanding of the UK governance framework and
your ability to reflect critically on its operation. See below.
Module Learning Outcomes Assessed:
1. Explain and describe the structure and operation of the UK corporate governance framework,
including the role of external audit, the manner in which directors’ remuneration is determined,
the role of shareholders and the principal provisions of the Companies Act 2006.
2. Explain the history, development and role of the UK Corporate Governance Code and the UK
Stewardship Code.
3. Apply, governance best practice, as found in the UK Corporate Governance Code and UK
Stewardship Code.
4. Assess and evaluate the operation of the core features of the UK governance framework
(including the role of external audit, the manner in which directors’ remuneration is determined,
the role of shareholders and the principal provisions of the Companies Act 2006, and where
relevant make comparisons with other jurisdictions.
Presentation Requirements:
See individual questions below.
Assignments are to be Arial 12 and single spaced.
See individual sections for word limits.
Submission Date & Time:
Midday (UK Time), 28 March 2024
Assessment Weighting for the Module:
90%
Assessment Criteria
See Assessment Guidance posted on Blackboard.
Ethical Requirements
Not applicable
Essential Reading for Coursework Task
(if in addition to reading provided in the module outline):
None
PART A – ESSAY QUESTION (45%)
This part provides you with the opportunity to undertake independent research and to consider critically
the operation of a central element of UK corporate governance framework. You are required to write
an argumentative essay in which you critically discuss one of the quotations below.
The word limit is 1,500 which excludes your bibliography/references list and the text used to provide
citations and references in your footnotes (should you choose to use footnotes).
Quotation one
“The UK Stewardship Code provides evidence of the failure – not the success – of the UK’s corporate
governance framework”.
Quotation two
“…. the [UK Corporate Governance Code] should be abolished – thirty years and done”.
(From: Brian Cheffins and Bobby Reddy, ‘Thirty Years and Done – Time to Abolish the UK Corporate
Governance Code’, ECGI Working Paper No. 654/2022, available at:
http://dx.doi.org/10.2139/ssrn.4132617).
What is an argumentative essay?
An argumentative essay is one in which you defend your viewpoint through argument, where you task
is to use your arguments to persuade the reader of your viewpoint. Argumentative essays will contain
description, but only where this description helps the reader understand the author’s viewpoint and
arguments. Argumentative essays do more than tell an interesting story, or provide a list of points, or
a summary of views and positions: argumentative essays begin with the author setting out their
viewpoint, and then providing the supporting evidence (the arguments, analysis and critical discussion)
to defend that position. Remember that you can and should defend your position by highlighting
weaknesses in the approach or position taken by your opponents. Successful essays will be dominated
by analysis and argument.
PART B – CASE STUDY QUESTION
You are required to write a report in which you:
1. Identify the governance issues raised by the case study (see below) AND
2. Make recommendations for improving the company’s governance arrangements AND
3. Identify any potential breaches of the general duties of directors contained in the Companies Act
2006.
Please also note the following:
• You should support your report with references to the UK Corporate Governance Code 2024 (the
2024 Code) and any other relevant principles, codes, rules and FRC best practice guidance. Your
attention should largely focus on the 2024 Code.
• The word limit is 1,500 which excludes your bibliography/references list and the text used to provide
citations and references in your footnotes (should you choose to use footnotes). You need to write
concisely! Tables, charts and diagrams can be included in your report (the labels and titles for tables,
charts and diagrams do not contribute to the word limit).
• The ABS postgraduate general marking criteria (available on Blackboard) are supported by specific
marking guidance for this assessment. The specific guidance, which is available on Blackboard, will
help you understand how your work will be marked and you should consult it regularly because it will
help you to assess the quality of your work and to improve it. Note, in particular, what the guidance
says about the structure of your work. You should not assume that your work should be presented with
three distinct sections that mirror the three content areas identified above. You need to reflect on the
most appropriate structure for your work, with referencing to the marking guidance document.
COMPANY CASE STUDY
You have recently been appointed to the governance department of a large institutional investor as
part of a team responsible for assessing the governance practices of a listed company called Aston
Homes plc. You have obtained the following information about the company and your task is to
prepare a report in which you make recommendations to improve the company’s governance
practices based on the UK Corporate Governance Code 2018 and any other relevant guidance and
best practice. The rationale for your recommendations should be clearly explained, and you should
focus on what you regard as the most important changes that should be made. Any potential
breaches of the general duties of directors under the Companies Act 2006 should be identified.
Your report should not exceed 1,500 words (excluding the reference list/bibliography and also
excluding any references contained within footnotes and the labels accompanying charts, diagrams
and tables). There is no right or wrong structure for your report: you can, therefore, decide the order
in which your recommendations are discussed and whether, for example, you wish you wish to make
use of diagrams, charts and illustrations. Where you draw upon the UK Corporate Governance Code,
or other best practice, this must be explicitly referenced.
Aston Luxury Homes plc
Aston Luxury Homes plc (“the company”) is a large FTSE250 company (and one of the largest
companies in this market segment). The company was incorporated as a private company (Ltd) in
1980, became a public company (plc) in 1990 and a listed company in 1992. The board consists of five
directors:
Name Role on board Date
joined
the
board
Age Background and experience
Mr Henry
Brookes
Chairman and chief
executive. Audit
committee member.
1988 75 Chartered Surveyor
Mr John Abbot Finance Director. Audit
Committee member.
2000 65 Chartered Accountant
Mr Michael
Brookes
Operations Director 2015 38 Project management
Mr Kevin
Hancock
HR Director 2010 58 CIPD
Mr Brian
Cartwright
Non-executive director.
Audit committee
member.
2001 72 Chartered Surveyor
Company
Secretary:
Mrs Sally
Brookes
The company has performed well since it became a listed company, with profits above those of its
competitors. Henry attributes this to the “lean” way in which the company is run, including its board –
“five is enough for any board to function” he often observes. Henry set-up the company in 1980 and is
proud that his son, Michael, is now a member of the board. Henry is a charismatic leader, with a ‘rags
to riches’ life story.
The board meets twice a year, and there is rarely any disagreement among the board members. These
meetings usually last an hour, and largely endorse Henry’s decisions. At its board meeting in
September 2023, the following decisions were taken:
(a) A new strategy was adopted, under which the company’s operations were to be widened to
include the building of purpose-built student accommodation.
(b) A new non-executive director would be appointed to the board. Henry took responsibility for
the recruitment process, saying that he “knew just the man for the job”.
(c) A new remuneration policy was agreed, whereby all directors would receive a pensionable
bonus of 400% if certain building and sales target were met.
(d) To purchase a parcel of land, for £1,000,000, from a company in which Michael Brookes owned
10% of the shares. Henry knew that Michael was a shareholder in this company, but the other
board members did not.
During this meeting, Brian doubted the merits of the new strategy (in his view, the market for such
accommodation was already saturated) but he said nothing because he did not want to “rock the boat”.
He was also worried about the reputational impact of the new remuneration policy, against the
background of the current ‘cost of living crisis’ in the UK, but reputational issues were not considered
by the board.
Only one formal board committee exists – an audit and risk committee. This is usually chaired by Henry,
although John will sometimes act as chair if Henry is unable to attend. The audit and risk committee
meets once a year and, at its most recent meeting, it agreed to reappoint for a further ten years the
company’s external auditor (Aston Auditing LLP). Aston Auditing LLP has acted as the external auditor
for the company since 1980 and provides other services to the company including tax and payroll
advice. There is a very close working relationship between the lead audit partner at Aston Auditing
LLP, Martin Salisbury, and John. Indeed, Martin is often heard to tell his colleagues that John is “a
mean of great integrity … we should not question or challenge him”.
END OF CASE STUDY
END OF ASSESSMENT BRIEFING DOCUMENT
