INTRODUCTION
Lloyds
Banking Group plc is a leading financial services company. Based in UK it
provides a wide range of banking and financial services to both personal and
corporate customers. It was formed in January 2009 following the acquisition of
HBOS (UK banking company). Since then it specialises in:
·
commercial and
corporate banking;
·
retail;
·
life, pension and
investment provisions
·
general insurance.
Lloyds
Group also operates globally in over 30 countries providing international
banking services. The services that corporation offers are delivered through a
number of well recognised organisations among which are: Lloyds TSB, Scottish
Widows, Bank of Scotland, Halifax, Clerical Medical and Cheltenham &
Gloucester and other large branch networks of UK.
Lloyds
Banking Group is quoted on the London Stock Exchange and York Stock Exchange.
It is also recognised to be “one of the largest companies within the FTSE 100”
(Lloyds Corporate Governance Report 2011)
INVESTIGATION
& EVALUATION OF LLOYDS BANKING GROUP plc
(i)
key roles of
corporation
It
is a responsibility of the board of the corporation to achieve a long term
success for the company as a whole by being the best bank for the customers and
produce stable, sustainable and strong returns for shareholders. Although the
directors of the board play an important role in making the decision with
relation to how the corporation operates the two key roles in a life of Lloyds
Banking Group are the Chairman and Group Chief Executive.
The
overall responsibility of Sir Winfried Bischoff, the current Chairman of Lloyds Banking Group, is to
be an effective leader of the Board of Directors (Chart 1). He ensures the
Board concentrates its attention on the right matters. The chairman always
reviews the content of the agendas which are finalised at Board Agenda Review
meetings involving the Group Chief Executive, Chairman, Company Secretary,
Deputy Chairman and Senior Independent Director.
The
Chairman along with Company Secretary makes sure the Directors receive
up-to-date as well as relevant information and are informed of key developments
and emerging issues between and during the formal meetings.
On
regular basis Sir Winfried Bischoff also meets with Non-Executive Directors
without the Executive Directors being present, in order to broaden the Board’s
outlook and strengthen its collective judgement.
The
role of chairman is separate from that of the Group Chief Executive, whose responsibility is to manage and lead
the business day to day. Taking over in March 2011, the new Group Chief Executive,
António Horta-Osório, delegates responsibilities to the Executive Directors,
his direct reports and other senior executives who collectively make up the
Group Executive.
Generally
the Group Chief Executive is known as a decision maker. He also communicates
the annual reports of the corporation to the press and the outside world as
well as to the employees and the board. Being a leader the chief executive
advises the board of directors and also motivates employees to improve the
productivity of the corporation.
It
is essential that the relationship between both and chairman and CEO are based
on mutual understanding of the roles they accomplish within the corporation, so
that they can maintain comfortable and profitable culture within the Board.
(ii)
reporting to the
shareholders and auditors
The
board of Lloyds Banking Group recognises how it is important to develop and
promote a mutual culture and understanding between the corporation and its
shareholders. Therefore the company holds about 400 meetings every year. The
majority of such meetings are conducted by Group Chief Executive and Chief
Finance Director.
As
a Chairman of Remuneration Committee, Anthony Watson meets the larger
shareholders in order to discuss executive remuneration issues. Once the
changes happen every shareholder is informed without a delay. If the meeting is
required the board of directors assembles shareholders to discuss and find a
solution to an arising issue.
The effectiveness of the control system within
the corporation is reviewed regularly by the Board and the Audit Committee. The
committee often receives reports of feedbacks from the corporation’s auditors and
has a discussion with the auditors at least once a year, without executives
being present, to ensure that there are no unresolved issues of concern. Any
changes concerning the regulations or board operations are finalised in a
report and sent away to the auditors for their acknowledgement.
DESCRIPTION OF
RESPONSIBILITIES
The Board of Directors and
Shareholders
One of the main duties of the Board of
Directors is to establish and review system of internal control, the purpose of
which is ensuring of effective and efficient operations, internal control,
quality of internal and external reporting and also compliance with laws and
regulations. The Directors of the Board are committed to maintain a “control-conscious
culture” across all areas of corporation’s operation (Board of Directors,
Annual Report 2011). The directors also communicate to all employees by publishing
policies and procedures and providing regular management briefings.
The directors are responsible for
preparing the Annual Report, the financial statements and the Directors’
remuneration report in accordance with applicable law and regulations.
.
By the means of regular updates at the Board
and Committee meetings the Board is advised of the views of major shareholders,
who in their turn ensue the board of director properly manages the corporation
and complies with all laws. The Board also receives reports every month on
market and investor opinion and shareholder analysis.
Relations with Investors have a primal responsibility
for managing day-to-day communications with shareholders. Advised by the Group,
Chief Executive and Group Finance Director, the Board achieves this through a combination
of briefings to shareholders and analysts as well as external visits and
individual discussions with institutional shareholders.
The Company Secretary looks after
communications and negotiations with private shareholders. And the annual
general meeting delivers an opportunity for private shareholders to meet Directors
and to hear more about the strategy of the corporation. Shareholders are
encouraged to attend the annual general meeting and to raise any questions at
the meeting or in advance.
For provision of good corporate
governance and in accordance with provisions of the Code of Practice, Directors
of the Board of Lloyds Banking Group retire voluntarily and submit themselves
for re-election at the annual general meeting. Every shareholder receives a
package prior attending such meetings where are set out the details of the
directors who seek re-election. Once the shareholder is not satisfied with
performance of one or another director he is allowed to seek replacement of
that director before the re-election time. Being an owner of the shares any
shareholder has a right to claim explanation from the board of directors at
anytime.
The Board of Directors and Employees
Lloyds Banking Group provides employment
practices and policies which recognise the diversity of the corporation’s
workforce and ensure equality for all employees independently their disability,
sex, age, race, religious belief or sexual orientation (discuss.bis.gov.uk).
In the UK for instance, Lloyds Banking
Group collaborates with the major employer’s groups which campaign for equality
of staff, including Employers’ Forum on Age, Employers’ Forum on Disability,
Stonewall and the Race for Opportunity. The involvement with these organisations
gives the corporation an opportunity to identify and implement best practice
for the staff.
All employees of Lloyds Banking Group are
always informed of the changes affecting them through such techniques as: briefings,
team meetings, internal communications and surveys. Also campaigns that offer the
acquisition of shares are available for most staff, with a purpose of
encouraging their financial involvement in Lloyds Banking Group.
Lloyds Banking Group always provides
employees with comprehensive data of the financial and economic issues
affecting the Group. For this the corporation’s management established varies communication
channels, among which is a face-to-face briefing campaign that allows Lloyds
Banking Group to update the employees on the overall performance and other
financial issues throughout the year.
The board of Directors and Suppliers
Lloyds Banking Group also has signed up
to the ‘Prompt Payment Code’ (published by the Department for Business
Innovation and Skills), with regard to the making of payments to suppliers.
One of the Corporation’s policy relates
to agreement of payment terms with suppliers, which normally are settled within
30 days after the date of the invoice, except where other arrangements have
been negotiated. It is the policy of the Company to stand by the agreed terms
of payment so the suppliers perform according to the terms of the contract.
LEGAL
STRUCTURE: LLOYDS BANKING GROUP VS NEW LOOK
Lloyds
Banking Group is a public limited company which is listed on the stock
exchange. Its shares are freely sold and traded to the public. Its corporate
structure was adjusted in 2009 as a result of the acquisition of HBOS plc.
Following this the HBOS plc holdings were transferred to Lloyds TSB Bank plc.
Thus Lloyds TSB became an immediate parent of HBOS. Lloyds Banking Group
continues directly own Lloyds TSB however as a result of this transaction it owns
HBOS indirectly.
Such
transfer followed a review by the head management of the structure of Lloyds
Banking Group. The reason of the transaction was to develop and implement a
legal entity structure that is efficient from a financial, capital and regulatory
perspectives. It also reduces costs and improves capital efficiencies. The
capital ratio of Lloyds Banking Group did not change following the restructure
mentioned above.
Lloyds
Banking Group is accounted to be a largest British financial services group.
For instance in 2011 its revenues concluded £26.812 billion and the number of
people employed grew up to 120,449 (2011).
Unlike
Lloyds Banking Group, New Look Retail Group is not listed on the stock exchange
however has its own board of directors to manage the company effectively. New
Look Group is a privately-held business, owned by the company members, which
does not trade its shares to the general public on the stock market exchanges
.
Although
New Look Retail Group is less visible, it has a huge importance in the world’s
economy. For example in 2008 it accounted GBP £1.147 Billion in revenue and
employed 30,000 employees worldwide including 17,000 in UK.
DEVELOPING A CODE OF
PRACTICE
Over
the last decade a number of reports have been commissioned into the subject of
corporate governance and as a result a number of codes of best practice have
emerged. The purpose of these codes is to increase the transparency and
accountability in the manner in which the company is governed.
The
codes of best practice are drown up specifically in the context of particular
companies however I believe that the principles should equally be applied to
all companies in the interest of a further development of the codes of
practice.
Researching
a few companies and how they comply with the codes of practice I would like to
point out there is a number of the key principles that every company should
follow:
(i)
Equitable
treatment of shareholders is one of the most
important codes in my opinion. Every organisation should respect the rights of
shareholders and help them to exercise those rights. For instance, this can be
done by delivering open and effective communication as well as encouraging share
shareholders to participate in general meetings.
(ii)
Acting
in the interests of other stakeholders.
Organisation should recognise there is a
legal, social and market driven obligation to non-shareholder stakeholders
among which are employees, suppliers, customers, investors, local communities,
policy makers, etc.
(iii)
Integrity
and ethical behaviour. Integrity should be a
fundamental requirement in choosing corporate officers and board members. The
board of directors should also develop, conduct and promote ethical and
responsible decision making.
(iv)
Disclosure
and transparency. Organisations should
clarify and make publicly known the roles and responsibilities of their board
and management to provide stakeholders with a level of accountability. They
should also implement procedures to independently verify and safeguard the
integrity of the company’s financial reporting. Disclosure of material matters
concerning the organisation should be in time and balanced to ensure all
investors have access to a clear and factual information.
AIB
is reckoned to be a company that complies with codes of practice in every
manner, especially with regard to keeping the shareholders informed of the
changes within the organisation. For instance it constantly warns its
shareholders whether the price on share will grow or reduce. This also supports
a fact of its compliance with the code of practice with relation to being a
transparent company willing to disclose the share price change publicly
(independent.ie, 24 June, 2011).