Corporate governance is a system that ensures companies are directed and controlled (Roberts 2016a). Boards of directors are essential for companies, because they have the obligation to governance the whole company and draw up long-term scheme to make it success (Roberts 2016a).
The Corporate Governance Code (CG code), which was first reported in the UK, aims to regulate the conduct of directors and investors (Roberts 2016b). The CG code lists out criteria for good corporate governance and provide a guide for corporates, while lacks of statutory backing (Mok, T. 2014). However, the CG code provides a comprehensive method to evaluate listing companies in shareholder 's point of view, and improve effectiveness of companies…show more content… Section 2 illustrate whether it complies with the code both formally and effectively. Section 3 presents the theories to analyse this case. Then, recommendations are provided in section 4. Finally, the concluding part summarized the main points of this report.
2. Compliance with the code
It is simple to tick the box and check whether Kaisun has obeyed the rules in the CG Code. Actually, if only considered transparent information provided by Kaisun, it seems that the company is doing well as they meet almost all of the requests in the Code. However, plenty of cases, such as Maxwell, HIH and Cadbury, reveals that formal compliance with the Code does not ensure a good corporate governance. What really matters to companies is the actual conduction of the boards.
General speaking, Kaisun has adopted most of the code roles and can provide documents to support the adoption. For instance, the board meet regularly and most of the directors can attend the meeting, there are notices before meeting and announcement releasing important events (Kaisun 2015b). Even though, the deviations with the Code has aroused much concern.
2.1 Chairman and chief executive
Under paragraph A.2 of the CG Code, the roles of chairman and chief executive officer should not be performed by the same individual. The Corporate Governance Report, provided by Kaisun Energy, claimed that Joseph was nominated as the Chairman. Since the Remuneration Committee has not