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    Syllabus Heading B

    Sessions 6-8

    Business Organisation Structure,Functions and Governance

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    Informal Organisations

    Informal organisations exist alongside the formalstructures and systems previously discussed.

    The informal organisation is loosely structured,

    very flexible and spontaneous embracingpractices and mechanism such as:

    Social groupings e.g. cliques

    Grapevines and informal communications

    Alternative behaviours to the formal structures Power and influence structures outside the formal

    command chains

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    Informal Organisations

    While management of the formal organisation may allow theinformal organisation to develop, and may even interactwith it, they must never allow it to take over the formalorganisation or the authority and control it possesses.

    They should ensure that the informal organisation does notalter the goal direction of the formal organisation.

    Informal organisations may provide somebenefits:

    Cooperation

    Speed

    Sharing of knowledge

    Employee commitment

    Responsiveness

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    Session #6

    Organisational Structure

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    Considering Structure

    Why is structure necessary?

    To create a controllable networkof individuals, groupsand teams;

    To allow greater coordination & monitoringoforganisation activities and functions;

    To allocate authority and create a framework fordelegation, accountabilityand responsibility;

    To enable a useful flow of work, resources and informationthrough communicationfollowing clear reporting lines;

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    What influences structure?

    Organisational goals and objectivesas an entire unit andas departmental units;

    Specific task and activitiesof the organisation;

    Organisational size, complexityand formalisation;

    Skills, abilities and expectationsof organisational humanresources;

    Internal organisational principles, culture andenvironment.

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    Organisational Layers

    Managerial hierarchy and activity has beenproposed by Anthony (a management writer) hasbeing classified: Strategic level managementmost senior directors and

    management, handling the policy making, and providing

    guidance and direction on a global level;

    Tactical level managementmiddle management andtechnical staff, concerned with determining how to get thejob done, through resource allocation, innovation andcreation of detailed plans;

    Operational level managementline supervisors and thework operatives ensuring the routine activity of providingthe good or service is achieved based on the tactical plansand guidance provided by middle management.

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    Organisational Hierarchy - strategic

    Strategic level managementconcerns itself with theglobal picture for the organisation, devising corporategoals and strategies.

    Goals and objective answer the question: where do wewant to be and when?optional directions forcompany

    Strategies answer the question: how are we going to

    get there?alternative approaches to achieving goals

    Strategic level management must assess these questionsand select the most appropriate options.

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    Organisational Hierarchy - tactical

    Tactical level management and staff, analyse theselected strategies and assess what the inputs,resources and timelines must be for achievementof stated goals, based on the strategic guidancegiven

    They answer the question what do we requireand when?in order to move the business step bystep closer to where it needs to be

    Its focus will be developing detailed operationalplans and forecasting resource needs, while beingresponsible for the control functionof the

    organisation.

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    Organisational Hierarchy - operational

    Operational level management and staff, carry thedaily tasks of getting the job done through effectiveand efficient implementation of the tactical plans.

    Their functions and responsibilities provide theanswer to - are we there yet? Are we facing anychallenges or problems? what can we or mustwe do different?all the while providing feedback

    and guidance to the tactical team in terms ofcontrolling performance.

    This level is very task oriented.

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    Organisation Theories - Fayol Traditional and classical organisation structure was

    linked to the principles of division of labour andhierarchy of authority:

    Division of work; Authority & responsibility;

    Scalar chain;

    Unity of command;

    Unity of direction;

    Subordination of individual interests

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    Organisation Theories - Mintzberg

    One of the many prolific writers on the structuringof organisations was Mintzberg. see diagram

    In his writings and theories he suggested that everyorganisation could be seen as having 5 distinctcomponents with reference to their structure: Strategic apexensures goal achievement and provide

    direct management and direction in relating to theenvironment;

    Middle Linecreated tactics for achieving strategic

    intentions, converting them into work flows for operations; Operating Coreconvert inputs to outputs do the work!;

    Techno structureprofessional staff and analyticalsupport; assist middle line with planning and execution;

    Support Staffall other ancillary services required for

    functionality;

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    Basic Concepts of Structuring

    Spans of Control Span of control refers to the number of

    subordinates under the control of a manager, andreporting directly to the specific manager.

    These spans of control may be:

    Wide: a span of control where a manager has several

    subordinates under his control;

    Narrow: a span of control where the manager only has afew subordinates under is control;

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    Basic Concepts of Structuring

    Spans of Control contd The following must be considered in terms of the

    desired span of control:

    Capability and ability of manager;

    Managers workload;

    Geographical dispersion;

    Level of subordinates work;

    Allowance and level of subordinate interaction; Supervisory support levels;

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    Basic Concepts of Structuring

    Tall & Flat Organisations The scalar chain of an organisation indicates the

    length of the command chain from most senior tomost junior position.

    The length of the scalar chain will determine if theorganisation is referred to as a:

    Tall organisation

    Flat organisation

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    Basic Concepts of Structuring

    Tall & Flat Organisations contd Tall organisations: an organisation which in terms

    of its size has several levels of managementhierarchy, thereby resulting in narrow spans ofcontrol.

    Flat organisations: an organisation which in termsof size has a small number management levels,thus creating wide spans of control.

    Organisations may engage in delayering in aneffort to reduce the number of management levelsand boost efficiency and effectiveness.

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    Organisation Structure

    Depending on their purpose, objective and othercharacteristics will structured in varying ways:

    Entrepreneurial

    Functional

    Geographic Product / brand

    Divisional

    Matrix

    Several writers have written theories on thevarious options for structuring organisationstowards effectiveness and efficiency, in theirareas of operation.

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    Structuring Organisations

    Entrepreneurial Also referred to as a simple structure possesses the

    following characteristics:

    Exhibited within small, young organisations; Senior management retains direct control over the

    operations and staff and dominate the organisation;

    Staff usually operational, no need based on size fortechnical or other support staff;

    Coordination by direct supervision;

    Prone to succession crises who will carry on business;

    Little standardisation or formalisation of behaviour;

    Activities and operations centralised around management

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    Structuring Organisations

    Geographical area The organisation is structured according to

    separation by the territories or jurisdictions withinwhich it operates. The structure however, requiresa centralised head office that will at least retainsome authority over operations, though managedby territory.

    Local decision making and management is made more

    relevant; Often cheaper and more effective to have a presence

    within each market area;

    Some duplication and inconsistency may arise eachlocation may have functional or product structures

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    Structuring Organisations

    Product / Brand The organisations departmentation or segmentation

    is based on products being produced or servicesbeing offered, with common departments inexistence for the support services or functions such

    as admin, HR, finance.

    Each product will have its own marketing,production, sales and distribution areas/functions:

    Accountability and performance is based on productperformance;

    Greater coordination may be achieved;

    Allows for effective brand awareness, recognition,differentiation and loyalty;

    More complex structures result

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    Structuring Organisations

    Divisional A business is divided into autonomous regions or

    product businesses, each with its own source ofrevenues, expenses, asset purchases. As a result

    they are responsible for a segment of thebusinesses profit or loss.

    A division may be:

    A subsidiary of a group; Profit or investment centre of a company;

    A strategic business unit

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    Structuring Organisations

    MAKING DIVISIONAL STRUCTURES WORK..........

    Proper and effectively delegated authority is required;

    Each divisional unit must be able to support themanagement it requires, without need to rely on headoffice;

    Each unit is expected to have potential for sales growthand business expansion;

    Related party transactions should be managed effectively

    and transparently to ensure success.

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    Centralisation vs. Decentralisation

    Centralisationrefers to concentration ofmajoraspects of control, management and authorityinone location over the resources of an organisation,with a view to enhancing effectiveness andcoordination.

    Centralisation is usually achieved on geographicbasis or on the basis of authority. (see pg 89-90)

    Decentralisationprovides more flexibility,through a spreading of responsibilities for control,management and coordination throughout theorganisation.

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    Departmental Roles & Functions

    Each department within an organisation will becharged with the performance or responsibility forspecific task, functions and roles towards

    achievement of the overall goals and objective.

    These many roles and functions may be separatedwithin an organisation as follows, and provide the

    following support or activities:

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    Departmental Roles & Functions

    Research and development: this function willengage in pure and applied research anddevelopment. Pure research: original research to obtain new scientific and

    technical knowledge, with no clear commercial or practicalapplications;

    Applied research: original research similar to pure research, butwith a practical application or use already known or being used;

    Development: using the scientific and technical knowledgegained through research to produce new and improvedproducts or systems with a view to commercial application oruse.

    R & D activities will focus on: Product research: activity to create new products and

    improvement of existing products;

    Process research: activity to improve and revise the way ourcurrent and future products are made and services delivered.

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    Departmental Roles & Functions

    Purchasing: the process of procurement andacquisition of materials resources, services andinputs for the facilitation of the organisationsactivities. The function is key to the production

    process.

    The best purchasing mix must be achieved by thefunction in terms of:

    Quantity Quality

    Price

    Delivery / lead time

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    Departmental Roles & Functions

    Production: this function oversees and managesthe creation and output of the organisations goodsand services. It plans, directs and controls theassociated activities.

    All other organisational functions must support,integrate and filter their outputs into this functionin terms of: Finance

    Human resource

    Research

    Sales

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    Departmental Roles & Functions

    Service operations: any activity or benefit that onearea can provide to another, that is of an intangiblenature, not resulting in ownership of anything.

    Services tend to be: Intangible

    Inseparable

    Variable

    Services must be managed in terms of: Complexity

    Price

    Quality

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    Departmental Roles & Functions

    Administration: responsible for daily operationaland support issues in the provision of theorganisations products and services.

    These activities carry varying importance andwork levels depending in the existence of acentralised or decentralised structure.

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    Departmental Roles & Functions

    Finance: responsible for finance and treasurymanagement, and accounting functions withinthe organisation with specific responsibilities for: Raising money

    Recording and controlling

    Information provision Stakeholder reporting

    The function must has several roles in planningand control: Ensuring financial resources are available;

    Integration of strategy into budget preparation;

    Establishment of performance measures based onbudgets;

    Management of the financial resource; Creatin financial controls

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    Departmental Roles & Functions Financial management:responsible for:

    Investment decisions Financing decisions

    Dividend policy

    Treasury management:plans and control thesource and use of funds for the organisationthrough several techniques: Cash budgeting

    Banking facilities

    Foreign currency management Cash flow management and control

    Financial accounting:recording and reportingthe financial effect of transactions financialposition, performance and cash flows.

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    Departmental Roles & Functions

    Management accounting:provision of usefulinformation for the planning, control and decisionmaking functions.

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    Departmental Roles & Functions

    Human resource management: concerned with theeffective use of the human resource of anorganisation. It deals with:

    Recruitment and selection

    Staffing levels

    Motivation

    Employee relations

    Employee services

    HRM evaluates and organisations human resourceneeds, finding the right mix of people andachieving the best outputs from this resource.

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    Departmental Roles & Functions

    The function has the following objectives: Development of effective human component, that can

    respond effectively to change;

    Recruitment, selection, development and motivation of asuitable human resource;

    Creation and maintenance of a cooperative environmentfor human relationships;

    Meeting the social and legal responsibilties relating tohuman resource

    The function is important to: Increase in productivity;

    Enhancement of group learning;

    Reduction and control of staff turnover;

    Encourage initiative;

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    Departmental Roles & Functions Marketing: the process that identifies, anticipates

    and satisfies customer needs in the mostprofitable manner.

    Marketing activities will include: Sales supporttele-marketing and sales, customer

    management; Marketing communicationsbrochures, catalogues, ad

    promos and campaigns;

    Operational marketingmarket research, brand mgt,product development, marketing programmes;

    Strategic marketingcreation of new competitivestrategy

    Organisations will spend time creating marketingstrategies through: Marketing audits

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    Departmental Roles & Functions

    The marketing strategy will create a marketing

    orientationfor the organisation:

    Production orientation:assumes that customers will buywhatever we produce- therefore produce as many aspossible demand will exceed supply;

    Sales orientation: assumes resistant customers, so activeand aggressive promotion is required to persuade customersales;

    Product orientation: assumes that by adding features toexisting products, that demand will increase.

    Marketing orientation: unlike the other orientations,assumes that the needs and wants of customers must be

    ascertained in order to deliver more suitable products andtherefore eliminate the effects of com etition.

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    Departmental Roles & Functions

    Marketing mix:a set of controllable variables andtheir levels that an organisation uses to influencethe target.

    The variables in the mix are: Product:addresses product characteristics

    Price: considers pricing objectives

    Place: addresses how the product will be conveyed to the

    customer Promotion: development of marketing communication and

    promotion

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    Departmental Roles & Functions

    Product variable: considers product or servicecharacteristics like design, features, quality, safety,image etc.

    Products will possess core benefits or uses alongwith augmented or additional features and uses.

    The following distinctions are also possible:

    Class

    Form:

    Brand or make

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    Departmental Roles & Functions

    Price variable: must determine most suitable andappropriate pricing for the product based on itsuse and expected profitability.

    Demand will tend to influence pricing. Several

    pricing strategies exist: Penetration pricing

    Market skimming

    Pricing also assists in creating an image for theproduct in the market.

    Pricing is also the key tool in competitive wars

    between organisations and their products.

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    Departmental Roles & Functions

    Place variable: addresses two aspects in terms ofdistribution of the organisations products andservices.

    Outlets: branches, locations and points from wherethe products may be sold;

    Logistics: use of intermediaries, creation and

    management of a distribution network,warehousing, storage and transportation

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    Management Functions: Planning, Control

    & Decision Making

    Planning: essentially involves the determination of adirection for an organisation over a defined period oftime, and is achieved through the following steps:

    Setting Objectives: this answers the question - where do we

    want to be - and tells the organisation clearly whatmanagement seeks to achieve and in what timeframe.

    Choice of Strategy: answers the question - how will we getthere and seeks to determine what methods or options areavailable for management to choose in order to achieve thestated objectives.

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    Management Functions: Planning, Control

    & Decision Making

    Objectives: articulate what a business seeks to achieveover a specified period of time.

    Strategy: involves the formulation of objectives and

    goals for the organisation and the articulation of adirection for the organisation. It clearly indicates at ahigh level, where the organisation currently is andhow will get to where it wishes to be, through theefficient use of the available resources.

    Planningis therefore is the overall process ofdeveloping strategy, tactics and implementingoperations to achieve them

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    Management Functions: Planning, Control

    & Decision Making contd

    Control: this phase begins followingsuccessful determination andimplementation of an organisational plan atall levels. The control phase involves two

    main aspects: Comparisonthe actual results and performance of the

    organisation need to be compared to the original plan(budget/standard), in order to determine if any varianceshave occurred;

    Corrective Action where variances have occurred andare significant, some actions must be taken in order tobring performance back in line with the expected orplanned performance.

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    Organisational Planning & Control

    Organisations are usually split into several levels,that correspond to various levels of seniority,management, roles and tasks.

    These levels are:

    Strategic Level board of directors, senior mgt, CEO etc.

    Tactical Level middle mgt, operational and divisionalmgrs

    Operational Level line supervisors, operatives etc.

    Each level will be involved in their specific aspects of theoverall corporate planning activity.

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    Strategic, Tactical & Operational Planning

    Strategic planning has been identified as theprocess of deciding objectives for the organisation,changes to these objectives, the resources requiredto attain these objectives and the associated policiesthat should govern acquisition and utilisation of

    these resources.

    This aspect of planning takes a global view of theentire organisation and where it needs to be within

    a set timeframe, and is carried out by strategic levelmanagement.

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    Strategic, Tactical & Operational Planning

    Tactical planning is dealt with by a range ofmiddle management staff including divisionalheads and technical staff. It addresses primarily theresource acquisition and allocation of theorganisation, as it relates directly to achieving thestated goals and objectives.

    Tactical planning or management control, istherefore concerned with effectiveness, efficiencyand economy of the organisations operations.

    Additionally, comparative and corrective actionsare vital.

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    Planning Information & Tools

    All levels of management will require useful andmeaningful information that allows them toadequately carry out the specific planningfunctions outlined above.

    Management and cost accountants will be chargedwith providing this management information on atimely basis and in a manner suitable to its

    intended uses.

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    Planning Information & Tools - contd

    Strategic information:

    Originates from internal and external sources

    High level summaries Provides a long term view

    Provides a holistic, global organisation outlook

    Qualitative and quantitative elements

    Will include several forecasts and assumptions

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    Planning Information & Tools - contd

    Tactical information:

    Internally generated information

    Lower level summaries Provides a short to medium term view

    Provides a detailed analysis by activity, function, productetc.

    Available frequently and follows routine preparation

    Largely quantitative in nature

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    Planning Information & Tools - contd

    Operational information:

    Fully derives from internal sources

    Highly detailed, as it usually includes raw data andlimited processed information

    Provides a daily view and is very immediate in its outlook

    Very task specific

    Ongoing preparation each day

    Provide a very initial and basic trends of activity to befurther analysed.

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    Planning Information & Tools - contd

    Each level of management will employ variousmethodologies, tools and resources in an effort toexecute their planning functions:

    Strategicexecutive decision systems; forecasting andplanning models; project management software;

    Tacticalbudgets, cash forecasts, action plans andprogrammes;

    Operationalperformance reports, customer service

    measures, resource usage and requirements;

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    Planning Timeframes

    The planning phases of an entity coverthree distinct timeframes:

    Long term planning: also referred to as corporateplanning, it addresses a strategic plan covering a five to

    fifteen year time period. Will involve assessment, objectiveand evaluation stages;

    Short & Medium term planning: the overall longterm strategic or corporate plan can only be achievedthrough the implementation of smaller scale plans andprogrammes, outlining direcction for the immediateoperational future (12 months).

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    Session #7

    Organisational Culture

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    The Concept of Culture

    Culture refers to the behaviours and understandingamong a group of people as to how things are donewithin the group or organisation.

    This group could be a nation, gender, population,profession or organisation.

    Our focus is on the culture of organisations and howit or influences structure of the organisation.

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    Organisational Culture

    The culture of an organisation may bedemonstrated through:

    Organisational structure

    Communication styles Office layout

    Symbols, legends and myths

    Management style

    Attitudes to quality, risk, customers and technology

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    Shaping a Culture

    The culture of an organisation is typically shapedby the following factors:

    The founder of the organisation: founders oforganisations will set a foundation for cultural values andbehaviours that will be typically hard to change, evenwhen the founder no longer exists;

    The history of the organisation: the period of time in

    which the organisation was formed, giving considerationto what was readily accepted in terms of norms during theperiod will influence the culture that exists and remains;

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    Shaping a Culture

    The culture of an organisation is typically shapedby the following factors:

    Leadership & management style: managers and leadersare chosen that will promote and perpetuate the existingnorms and behaviours and ways of doing business;

    The environment: behaviours and norms of theenvironment will influence internal organisational culture.

    The environment will include: countries, regions,professions etc.

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    Theories on Culture

    Several writers have proposed theories andconcepts of culture and how it influences structureand operations.

    Three key theories were articulated by:

    Sheindeterminants of culture

    Handy cultural stereotypes

    Hofstedeinternational perspectives

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    Sheins Theory

    Shein defined culture as a set of shared andimplicit assumptions that are held by a group,determining how it perceives, thinks and reacts.

    He suggested that the effect of the foundersimpression on culture was significant and becameembedded in the organisation for life.

    He saw culture as hardest attribute of anorganisation to change and listed threedeterminants of culture:

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    Sheins Theory

    Observable behaviour: the evident behaviours,norms, artefacts and attitudes within theorganisation;

    Underlying values and beliefs: these give thespecial meaning to the behaviours and tend to becommunicated through mission statements, brandsand slogans;

    Hidden assumptions: unspoken rules andprinciples that influence the beliefs and behaviours

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    Handys Theory

    Handy gave greek names and his owninterpretation to the 4 types of cultural stereotypesdeveloped by Harrison:

    Power (Zeus) culture Role (Apollo) culture

    Task (Athena) culture

    Person (Dionysus) culture

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    Handys Theory

    Role/Apollo: signifies a more bureaucraticapproach to culture and assumes logic and rationalbehaviours exist.

    Organisations with such a culture will have aformal structure, adhering to formal rules andprocedures.

    Individuals are expected to fulfil their roles

    without overstepping their authority.

    The culture works well in a stable environment of alarge entity

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    Handys Theory

    Task/Athena: management in this culture is seenas ensuring the completion of projects, tasks oractivities.

    Performance will therefore be assessed on results,and their will be a greater demand for experts andspecialists to achieve the desired results.

    The principal objective is getting the job done.

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    Handys Theory

    Person/Dionysus: these cultures serve the interestof those making up the organisation.

    Management within these cultures is lower in

    status and less important than the personsensuring organisational success - the professionals.

    Organisational success depends on the talent of

    individuals, with management based on agreementwith individuals.

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    Hofstedes Theory His theory suggests 4 dimensions which impact

    culture: Power distancethe extent of unequal distribution of power

    being accepted;

    Uncertainty avoidanceextent to which security, control,

    risk taking and change are viewed and embraced;

    Individualismdo people prefer to work together orseparately;

    Masculinityhow does gender influence roles and culture In each of these cultures there could be a high or low

    degree of each dimension, which determinesorganisational culture.

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    Session #8

    Corporate Governance and Social Responsibility

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    Defining Corporate Governance

    The system of ethics, accountability, transparency,control and rules by which a corporate entity isdirected and controlled by its management andsenior officers.

    Corporate governance has a number of elements:

    The reduction of corporate risks to all stakeholders;

    A set of best practices enhance overall performance throughgood supervision and management;

    An ethical framework exists for the pursuit of corporategoals and objectives;

    The spirit and the letter of the law should be applied;

    Accountability

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    Principles of Governance

    Good governance systems will give consideration to:

    Minimisation of risk;

    Ensuring adherence to and satisfaction of strategicobjectives;

    Fulfilling responsibilities to stakeholders, while minimising

    potential conflicts of interest; Establishment of clear accountability guidelines for

    management;

    Maintenance of independence for those who have the dutyto review, monitor and scrutinise;

    Provision of accurate and timely reporting of financial andoperating data that meet all relevant criteria;

    Encouragement of more proactive involvement of ownersand members in the management process;

    Promotion of integrity in business dealings

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    Perspectives on Governance The concept of governance is founded on three main

    views of the relationship between the ownership andmanagement of the organisation:

    Stewardship theory: management are essentially stewards ofthe organisations assets, charged with their effective and

    efficient deployment; other stakeholders usually take nointerest;

    Agency theory: management acts in an agency capacity,attempting to service their own interests, and encouragingperformance only where it meets these self interests;

    Stakeholder theory: management has a duty of care,responsibility and accountability not only to owners, but also

    to all of its other stakeholder and interest groups.

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    Forces on Governance Development

    Increasing globalisation;

    Differential treatment of domestic and foreign

    investors;

    Financial reporting requirements and issues;

    Influences of jurisdictions and countries;

    The effect of corporate scandals and failures.

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    Corporate Governance in the UK

    Corporate governance frameworks and best practiceshave been developed through several reports anddevelopment of accepted codes by various writersand contributors.

    Cadbury Report:

    Issued in 1992, was a report on accepted best practices for thegovernance of corporate entities;

    Greenbury Committee Report:

    Issued in 1995, this report focused on governance issues interms of the levels of directors remuneration

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    Corporate Governance in the UK

    Hampel Report: Issued in 1996, was yet another report on accepted best

    practices for the governance of corporate entities;

    The Combined Code: Issued in 1998, this report essentially combined the

    provisions of the Cadbury, Greenbury and Hampel reportsinto a single enforceable code, articulating the principles ofgood governance and a prescribed code of best practice.

    Turnbull Committee Report: Issued in 1999, this report assessed governance in light of

    managements responsibilities for the internal controls andrisk management of any corporate entity

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    Identifying Poor Governance

    Poor corporate governance practices are oftenevident where there is:

    Domination of a single individual;

    No proper involvement of the board of directors;

    No proper internal audit or internal control systems;

    Lack of supervision;

    Lack of independent review on an objective basis;

    Lack of contact, communication and interaction with

    shareholders;

    Emphasis on quick return and short term profitability;

    Misleading accounts and information

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    Dealing with Poor Governance

    Poor corporate governance practices increase therisks that an organisation, its owners, members andother stakeholders are exposed to.

    High profile corporate scandals have created a newfocus on the governance of corporations worldwide,resulting in new measures and regulations beingenforced on companies especially with respect to

    reporting practices and requirements: New regulations

    New standards

    New and stiffer penalties

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    Dealing with Poor Governance

    The concept of governance has to be one clearlylinked to the core values, beliefs and ethicalprinciples of the senior management and boards ofdirectors of companies personal and professionalqualities.

    The main recommendations on best practice oforganisations and the roles of specific groups inperpetuating these practices should be noted.

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    Stakeholders in Governance

    The proponents of strong governance have outlinedthe various roles and tasks that specific groups in theorganisation should have in terms of responsibilityand accountability.

    These groups are:

    Boards of directors

    Non-executive directors

    Remuneration committees

    Audit and internal review committees

    Public oversight

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    Stakeholders in Governance

    Boards of Directors: have responsibility to provideand define purpose for the company and set thevalues by which this purpose will be pursued, onbehalf of the stakeholders noted. The board should:

    Have a schedule of matters for decision;

    Monitor the CEO/MD;

    Oversee strategy;

    Monitor risks and control;

    Monitor human capital issues;

    Ensure effective communication;

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    Stakeholders in Governance

    BODs should comprise a mix of experience, ability andknowledge and should include a balance of executive and non-executive directors.

    The board has a personal reponsibility to ensure that it is

    satisfied that it has been furnished with all relevant informationrequired for the decision making process saying I didntknow is not acceptable. There should also be a division ofresponsibilities.

    The performance of the board, its Chairman and CEO shouldbe appraised independently and by owners.

    S k h ld i G

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    Stakeholders in Governance

    Non-executive directors: possess no dailymanagerial functions in the organisation, butprovide a useful mechanism for keeping thegovernance of the entity in check. One of their keyroles should be in reducing conflicts of interestsbetween executive directors and other interests.

    Their key roles should be:

    Contribution to strategy formulation;

    Performance review of management;

    Ensure risk reduction especially in corporate reporting;

    Setting direction and management remuneration

    S k h ld i G

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    Stakeholders in Governance

    Non-executives should bring their externalexperience to bear on the operations of the entity,providing perspective, comfort and independence tothe role of the board.

    There should be an adequate number sitting on eachboard to ensure the weight of their views can be ofsignificant influence.

    Non executive directors should have no financial orbusiness connection with the entity, no shareownership, be appointed for specific terms.

    S k h ld i G

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    Stakeholders in Governance

    Remuneration committees: these committees willconsist of independent non executive directors. Theyplay a key role in the establishment of policies onremuneration packages for directors and seniormanagement.

    Criteria in developing this policy may be:

    Setting of the policy by independent personnel;

    Linking the policy and remuneration to measurableperformance or growth in shareholder value;

    Full transparency in directors remunerations and thedisclosure of it.

    S k h ld i G

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    Stakeholders in Governance

    Internal Control & Audit committees: thesecommittees will again consist of independent nonexecutive directors. They role is the independentreview and liaising with external auditors on issuesof internal audit and review, supervision and

    financial accounting function, management andadvise on internal controls and supervision of theexternal audit process.

    The Cadbury report addresses benefits of auditcommittees see pg 16.

    St k h ld i G

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    Stakeholders in Governance

    The main duties of the committee will be:

    Review of financial statements and systems:

    Liaison with external auditors: Appointment and removal of auditors;

    Consider threats to independence;

    Determining the audit scope;

    Ensuring provision and access to information; Being available for meetings and consultation;

    Addressing any reservations of the external audit team;

    St k h ld i G

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    Stakeholders in Governance

    Review of internal audit: Setting of standards

    Detailing scope

    Allocating resources

    Reporting methods and arrangements

    Audit work plan

    Link to external audit work

    results

    Review of risk management:

    The potential risks faced by the entity based on its adoptedstrategies and policies must be analysed appropriately

    St k h ld i G

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    Stakeholders in Governance

    Review of internal control: Monitor adequacy of controls

    Set codes of conduct and ethics for compliance

    Address risk of fraud

    Review and test the controls, analyse reports

    Recommend to auditors suggested risk areas

    Review high risk and other transaction samples

    Investigations:

    The committee should request and implement investigationsand detailed reviews of accounting practice and internalcontrol compliance as deemed necessary to ensure properadherence and transparency in reporting.

    C t S i l R ibilit

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    Corporate Social Responsibility

    The concept requires businesses to ensure thattheir business practice provide benefits t thesociety at large and do not only serve their internalinterests or those of a minority of the stakeholders.

    It is an assumed responsibility to take actions, thatare not required but are undertaken in the bestinterest of all stakeholder groups, showing theentity to be a morally and socially aware citizen.

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    Reporting Governance and Social

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    p g

    Responsibility

    Companies are required to disclose their in theirannual reports and financial statements theprinciples adopted and applied to ensure goodcorporate governance in accordance with thecombined code and any other rules or regulationssetting standards on governance.

    Any relevant costs and information has issued orprepared by the stakeholders of governance shouldalso be adequately disclosed.

    Ethics Go ernance & Responsibilit

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    Ethics, Governance & Responsibility

    Their must be clear interaction between the rulesand principles of ethics, governance and corporateresponsibility as they relate to the safeguarding of

    stakeholder interests.

    The effects of all sources should be clearly evidentin the behaviours and operations of any corporate

    entity, at all levels of staff and management