Английский язык. Практический курс для решения бизнес-задач
Шрифт:
5. that which comes out of or results from something; the consequence; the conclusion
6. specialized knowledge
7. an agreement between two or more persons to do or refrain from doing some act; an incidental clause in a legal agreement
8. to assign by writing one’s name on the back; to sanction, ratify or approve
9. a standing rule of an organized group, created for the regulation of its internal organization and the governing of its members; a local law or ordinance enacted by a municipality or other community
Exercise 3. You are a corporate governance expert hired by a Russian company to introduce appropriate corporate governance procedures and develop its corporate governance code. You have to explain to the CEO the potential benefits of the good corporate governance track record and create the corporate governance principles for the company.
Exercise 4*. Fill in the blanks using terms given below.
Techniques that Keep Staff Toeing the Line
According to Sir David Tweedie, chairman of the UK International Accounting Standards Board, the……. and negligence that made a mockery of…….. in the US came down to one thing: greed.
Sir David is equally scathing about those involved in corporate governance who……. to prevent problems. In his view, executive…… failed; non-executives were kept in the dark;……. committees failed;……. fell asleep at the wheel;…… agencies did none too well;…… missed it; the…….. failed to regulate; and the…….. and lawyers were part of the problem, helping companies with their questionable……..
«That is why it was such a shock to corporate America,» he explains. «It wasn’t just one little piece gone wrong, but a whole line of…….. that went flat. The whole system was collapsing.»
Since 2001, the debate about corporate governance has spun off in many directions. It has taken in executive remuneration, financial……. standards, the…….. of non-executive directors, auditor……… investor trust, the split between the roles of…….. and chief executive, and wider……… The unifying theme in all such……. is that they primarily concern company boards. The subtext is clear: corporate governance is the preserve of the very…….. business people.
Yet corporate governance has far wider resonance. The Turnbull Report, aimed at spreading……. in UK governance, made clear that while…….. for internal control ultimately rests with a board…….. involves employees too. «All employees have some responsibility for internal control as part of their……… for achieving objectives,» the report states. «The system of internal control should be…….. in the operations of the company and form part of its culture.»
Bill Waite, chief executive of the Risk Advisory Group, says that like so many other things in business, governance involves the…….. and…….. of a workforce. «The biggest risk in any company comes from the…….. Even where the…….. is external, you usually find an employee has been befriended and then exploited.»
On the other hand, staff can also be antennae for…….. When investigating the Tyco International fraud, the Manhattan District Attorney remarked that he found it
Traditionally, of course…….. practices have been seen as somewhat beneath the interest of boards. Yet if the systems and procedures operating within an organisation to…….. risks are governance issues, theoretically that ought to change. So how far should companies go towards embedding……… behaviour?
Andrew Wilson, director of the Ashridge Centre for Business and Society, says the answer depends on both the…….. culture of individual companies and the…….. business cultures in which those companies………. US companies tend to take a very……….-driven attitude to governance, setting down on paper exactly what is expected of employees. «Gift policies sometimes say a case of wine is inappropriate, while a bottle of wine is fine – it is that detailed», he explains.
Meanwhile, European companies prefer broad principles that allow greater……. for individual……… Ideally, says Mr. Wilson, governance should allow for «disciplined……….».
«A rule-based, bureaucratic……… encourages people to think about what they can get away with, when what you want are sensible judgements in line with business…….. Perhaps, the classic question to ask is „How would I feel if this (action) was reported in the press?“
Although detailed rules make it easier for an auditor to control its clients, they also make it easier for people to work out exactly what to do to get around them. «An investment bank will come up with a……. in three seconds,» he says. «In contrast, a……. will catch all variations.»
According to Brian Gregory from Oracle, corporate governance may serve to break down «the fortress HR formality», as boards take a greater interest in an area normally seen as off-limits. «There has been a huge amount of attention on……., but so much less on the people aspects of risk,» he says.
The renewed…… on corporate governance has given a spur for HR…….. systems to be developed that are able to interact with accountancy and other business systems, he says. Information about the skills, competencies……… aspirations and…… of individual employees is now no more than a few mouse clicks away from…….-conscious board members. Modern HR software enables additional……. on employee risk. «At the end of the day,» concludes Mr. Gregory, «governance is about making sure there are no surprises.»
Source: Financial Times
Terms:
SEC, boards, audit, investment banks, focus, fraud, corporate governance, accounts, failed, auditors, analysts, checks and balances, reporting, procedure, effectiveness, background, independence, operate, competence, chairman, internal, empowerment, malfeasance, principle, accountancy, whistleblowers, conflicts of interest, credit rating, remuneration, controls, issues, executives, senior, stock options, expenses claims, mitigate, best practice, responsibility, deals, managing risks, accountability, discretion, embedded, quality, staff, threat, HR, ethical, domestic, compliance, scope, approach, values, scheme, security, IT