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OECD Corporate Governance Guidelines criticised for failing to empower auditors
I wrote my views today to the head of Corporate Governance at the OECD relating to their Guidelines on Corporate Governance. A work which I believe under-represents to position of external audit in Governance.
The document can be downloaded as a pdf for free from the OECD website.
It has been used as the basis of the Corporate Governance code in numerous countries. Its paucity of regulations on what should be the rights and powers as well as duties of external auditors have assisted Governments to fail to accord a full range of powers – of the sort enjoyed in the UK for instance – to external statutory auditors in many countries.
At the same time the EU did not impose on Member States the obligation to enact that auditors should be entitled to attend AGMs - at the very least of quoted companies they audit and given the right to speak at them. That is because they saw it as a matter of Corporate Governance which should be covered by Corporate Governance Codes.
At the same time, even were the OECD code contains great recommendations such as the one on page 44 that barriers to international voting should be done away with, many nations are still asking for physical attendance at the AGM. The AGM ought to be attendable in this day and age by personal appearance OR videolink and the auditor should always be in attendance – if not the people have no guarantee that they are being given the real audit report, and there is no guarantee that serious findings that the auditor wanted to have commuicated to the owners will be portrayed with the necessary gravity, or just explained as if they were harmless and made a joke of by the embarrassed Board.
Anyway, here is the letter I wrote:
Dear Sirs,
I was only able in this 66 page document which I downloaded from the OECD website to see less than half a page of the most basic information on the topic of external auditors.
External auditors are the most effective way to police good corporate governance, and yet the lack of any recommendations for our profession to be given teeth means that countries such as Poland who used the OECD guidelines to create their own codes and thought that they were getting the best protection available don’t have anything like the built in systemic safeguards that countries like the UK have.
One example – in the UK the auditor has the right to attend the AGM. They must be given notice of it and have the right to address it in matters concerning their report. In Poland there is no such right and the OECD code is where the authorities point to show that there is no need of it. They are using the brevity of the code as an excuse for poor practice, and the result is that stock listed companies are able to call AGMs where they talk around the findings of auditors, often dead-batting our recommendations and we are not even given the right to be present and put the record straight.
My reason for writing is to ask to have the views of the audit profession heard more forcefully in a – hopefully near future – reworking of the Code. I believe that IFAC would be able to place much more technically high-powered people than myself to your disposal when the time comes, but if not I’m happy to give time to this as a public service. The way things are now I deeply feel that the code develops very well some aspects of governance, such as Directors’ duties, but gives so small a role to the natural enforcers and advisors on governance in client firms, namely our profession, and impose on us duties without according us any powers – or recommending the according to us of powers whether by national law or by contract – as to constitute a missed opportunity for good.
Had someone asked me, before I had opened the pdf, to guess at how many of the 66 sides would be dealing with the question of external verification, I would have said 5 to 10. I add that just as a quantifier of how relatively important to the whole I believe the topic is, and therefore as well and indication of its degree of under-representation, in my opinion, in the document.
The above is my individual view, not necessarily the view of all my colleagues.
Best regards,
David J. James
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Czech Tax Alert June 2011
Dear Quoracy subscribers,
Please find enclosed the new issue of our Tax Alert which lets you know about major changes in tax legislation and accounting in the Czech Republic over the current month. We trust that it will be valuable for you, helping you stay abreast of hot topics.
If you know someone who you believe would like to receive our alerts and updates, please let us know. It is a free service, building goodwill for us in the community.
The archive of previous editions of our Business & Tax Newsletter and Tax Alert and other free publications can be found on our website on
http://www.bakertillyczech.cz/Publications,19,j,1.html
Best Regards,
Lucia Ráblová
Head of Tax
Registered Tax AdviserBaker Tilly Czech Republic
http://www.bakertillyczech.czDirect: +420 542 425 823
Fax: +420 542 425 822
Email: lrablova
BTCR_TAX_ALERT_June_EN.pdf
BTCR_TAX_ALERT_June_CZ.pdf
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Monopoly the way we know it is not much of a game…
In Monopoly, whichever player is banker is supposed to keep the bank money separate to the money he’s also doing business with in the market. He’s also supposed to run the bank according to certain rules and if he was cheating it’d be game over. They should bring out a new version of Monopoly in which the Banker is allowed to cheat all he likes and always automatically wins, and another player is called The Government and that player chooses from the Chance and Community Chest cards for the other players instead of just getting them to take the next one in a shuffled pack. The Government cannot only do it to the banker – they automatically give the Banker the best card. Banker and Government get to throw three dice instead of two, and they are also allowed to compulsorily purchase other player’s properties, and also send them to Jail for two turns if they complain about the unfairness of the rules.
That modern update to the famous board game would be most enlightening. Nobody would play it given the choice, but in reality of course we don’t really have a choice. After all, there’s a monopoly of government in any country and there’s an oligopoly of banks.
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Polish training: Edukacyjne Spotkanie Allegro – Warszawa! Zapraszamy na szkolenie!
| Odwiedź Centrum Bezpieczeństwai dowiedz się, jak bezpiecznie kupować i sprzedawać na Allegro oraz jak bez obaw korzystać z Internetu.List został wysłany zgodnie z ustawieniami powiadomień konta Allegro huliganov. Jeśli nie chcesz więcej otrzymywać tego typu powiadomień, zaloguj się do Allegro i w zakładce Allegro › Moje Allegro › Moje konto › Ustawienia: Powiadomieniai odznacz powiadomienia, których nie chcesz otrzymywać. Realizacja twojego żądania może potrwać do 7 dni.Niniejsza oferta handlowa nie stanowi oferty w rozumieniu przepisów kodeksu cywilnego oraz innych właściwych przepisów prawnych. Nadawcą listu jest: |
Poland is Europe’s white goods leader
Poland’s production of household appliances is expected to grow some 5% this year. The country is expected to produce and export 15.5 million washing machines, dishwashers, refrigerators and cookers. Poland has already beaten Germany and is about to get ahead of Italy “Dziennik Gazeta Prawna” reports.
The so called large household appliances made this year in Poland will be worth the record amount of PLN 3 billion, the newspaper underlines. A lot of it is owing to Samsung Electronics who purchased a washing machine and refrigerators manufacturing plant in Wronki from Amica and announced that it would invest nearly USD 170 million in the development of this plant. Samsung Electronics is also to transfer its production from other European plants to Wronki. The investments are underway.
“Dziennik Gazeta Prawna” found out that Samsung Electronics says it is possible that production in Poland will be expanded with manufacturing heating equipment like ovens, stoves and plates. There is a large demand for this kind of appliances in the EU. According to analysts, demand for heating equipment will remain at around 30% of total annual production, “Dziennik Gazeta Prawna” notes. (Source: gazeta.pl)
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“Cyprus: a vehicle for international transactions and investments”
Conference
“Cyprus: a vehicle for international transactions and investments”
Intercontinental Hotel, Emilii Platter 49, Warsaw
16 June 2011, 8.00am – 11.00am
(Language: English)
This event is aimed at introducing Cyprus companies as vehicles for international transactions and investments covering the key requirements applied by the authorities and the banking system in Cyprus and Poland.
The event is addressed to Owners, Chief Executives, Financial Executives and Board Members of companies with international perspectives.
Experienced professionals and speakers of Baker Tilly Poland and Baker Tilly Klitou of Cyprus will be presenting a range of topics, suggesting practical solutions and sharing their experience. A Q&A session before the close of the event will give participants the opportunity to talk directly with our speakers in order to raise their queries or obtain additional information.
| Programme: |
8.00 – 8.35 am - Business breakfast
8.35 – 8.40 am - Welcome address
David James, International Liaison Partner, Baker Tilly Poland
8.40 – 8.55 am - “Cyprus transactions: Polish taxation”
Steven Foster, Baker Tilly Poland
8.55 – 9.10 am - “Cyprus: an attractive investment and business destination”
Marios Klitou, CEO of Baker Tilly Klitou
9.10 – 9.25 am - “IFRS Regulations in Cyprus”
Christodoulos Loulloupis, Director, Audit Services, Baker Tilly Klitou
9.25 – 9.40 am - “Tax in Cyprus and structuring ideas”
Therapon Mafkas, Director, Tax Services, Baker Tilly Klitou
9.40 – 9.55 am - “Collective Investment Schemes”
Chris Koutouroushis, General Manager, Bizserve Consultants Ltd
9.55 – 10.10 am - Presentation from a Cyprus bank on “International Banking in Cyprus”
10.10 – 10.25 am - “Polish-Cypriot success stories – Enhancing investment opportunities”
David James, International Liaison Partner, Baker Tilly Poland
10.25 – 10.55 am - Questions & Answers
11.00 am - Close of Conference
In order to obtain your free registration, please contact mjaniga@bakertillypoland.eu by Wednesday, 8th June 2011. If demand exceeds space available, registration will be first come, first served.
We look forward to seeing you at the Conference!
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Baker Tilly Poland’s Łódź Office address changes
Shortly after Baker Tilly Poland‘s much talked-about Warsaw office move to groundbreaking accommodations at Crown Tower on Hrubieszowska 2, their Łódź office has followed suit, moving from ul Niciarna to ul Nawrot 114, 90-029 Łódź.
Their phone numbers, emails, etc are the same as before.
A spokesperson for Baker Tilly said “we look forward to focussing a stronger presence in Poland’s second city and assisting in the vital and dynamic development of this critical region. With the progress on the Warsaw-Berlin motorway continuing to a gradual conclusion, the axis between Lodz and Warsaw will give rise to additional opportunities for business and prosperity in this part of Poland in the coming years”.
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Motivating employees during the economic slowdown and recovery – TGC Legal Alert
TGC have sent the following Legal Alert
Dear Quoracy.com subscribers,
In recent weeks two business breakfasts were held about additional employee benefits and latest trends in non-cash motivation. Both meetings were met with enormous interest from our clients and key issues were the subject of heated debate. The meetings were led by TGC Group experts in HR management, labour law and taxes. We have set out below a summary of the main topics of discussion. In case of you are interest in these subjects, we will organise the next meetings in our new, much larger conference centre at ul. Hrubieszowska 2.
Revival on the labour market
The Polish economy has not been affected too much by the global economic crisis. During the second half of 2010 companies recruited more staff than a year ago, and from the beginning of 2011 the amount of job vacancies in recruitment portals have gradually increased. According to various research, half of Polish employees plan to change jobs in 2011. Mostly these will be the best qualified and mobile people: mid-level professionals and managers.
During the economic slowdown people looking for new jobs are motivated by the fear of job loss due to economic problems of their current employer. However, during the market recovery employees are determined to improve their situation by achieving a higher salary or position. There is also higher pressure for salary raises or increase of non-cash benefits, as in 2008/2009 a large number of employers reduced benefits and cut labour costs.
The most popular non-cash benefits
The ranking of the most popular non-cash benefits in Poland has not changed for many years:
- Mobile phone
- Private medical care
- Laptop
- Free sport and recreation (swimming pool, gym, etc.)
- Subsidy of training costs
- Additional insurance
- Company car
- Additional pension plan
In the opinion of employees the most attractive benefits are currently various forms of subsidising training and professional development. More and more employers see training not as a cost but as a long-term investment in company development.
After the amendment of the Labour Code provisions on developing professional qualifications of employees, which entered into force on 16 July 2010, it is in the interest of employers to regulate in writing any situation where professional training of an employee is supported. This way in future there can be no doubt as to whether there is implied consent of the employer to incur costs and to provide time off for training. Also, the employee’s obligation to reimburse the costs of education in case of termination of employment should be regulated in writing.
Tailor-made motivation systems
The essence of the motivation is to find such resources and solutions to properly hit the individual needs and expectations of employees. The starting point for the conscious use of incentive mechanisms is to identify those needs.
The main motivational factors are salary, working conditions, professional development and personal success. The strength of individual factors varies with the level of education, type of work and employee’s position in the company. The lower the level of education, the less complicated the job in the company will be, and the stronger the factor remuneration will be.
However, in case of well educated employees performing more responsible jobs key factors in motivating are non-cash incentives such as acquiring new knowledge, the possibility of personal self-fulfilment, career development, broadening the scope of autonomy and responsibility, and the prestige of the position.
Employee preferences also change with age and seniority. For young workers beginning their careers the most important factors are the opportunity to perform interesting tasks, the use of modern tools of work, good relations within the company and regular feedback on work results. But for workers with several years of experience important factors are attractive salary and benefits, career opportunities, independence and stability of employment.
Whom and how to motivate during economic crisis?
The first reaction of employers to the global economic crisis was control of labour costs, which are a significant part of total operational costs. Today, companies structure remuneration systems in such a way that they are part of the risk management system, allowing for flexible changes in salary and non-cash benefits in accordance with the needs of employees and the financial situation of the company. That is the role of various types of performance-related bonuses, but it is not the only role.
When revenues fall due to economic slowdown, management boards and HR departments face a difficult challenge: how to dispose of fewer incentives to avoid loss of key employees during difficult times. The most commonly used solutions include i.e.:
- Retention bonus for key staff
- Performance pay for best results
Employers can also use a wide range of possibilities to motivate staff without additional cost, but only with greater involvement of managers. Such solutions may include e.g. greater differentiation of duties, flexible working time, mentoring or simply more frequent and more detailed feedback provision.
The future of non-cash benefits
During the period of recovery the pressure on salary increases begins to force employers to seek other methods – than simple pay raises – of attracting and retaining employees. Especially young employees of Generation Y appreciate the ability to fulfil their passion and work-life balance. In the nearest future good salaries will not be enough to attract young professionals and managers.
More and more employers are coming to understand that they must take care of their staff not only just as employees, but also as people. Global companies are starting to carry out HR policies promoting balance of work and private life as well as personal development.
Contact
Should you require additional information or advice on these matters, please contact our experts:
Dorota Strzelec
Consultant/ Occupational Psychologist
HR Management Department
T: +48 22 295 33 28
E: dstrzelecMarcin Eckert
Director of Tax Department
T: +48 22 295 33 80
E: meckertAgnieszka Janowska
Legal Adviser
Director of the Labour Law Department
T: +48 22 295 33 30
E: ajanowska
TGC Corporate Lawyers
ul. Hrubieszowska 2
01-209 Warsaw, Poland
T: +48 22 295 33 00
F: +48 22 295 33 01
E: tgc
Alerts on this site are subject to the General Disclaimer set out on the page of that name.
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