Report on Corporate Governance for HIH Insurance Group

Question: Describe about the Report of Corporate Governance for HIH Insurance Group. Answer: Introduction The aim of the report is to review the corporate governance of HIH Insurance Group, the second largest insurance company in Australia. The company has been listed as a specialized liability insurer that source most of its business from the local as well as international brokers. The insurance company acquired CIC Insurance limited, Colonial Mutual and the General Insurance Limited and FAI insurance as well that helped the company to change its business profile (Hashani-Siqani and Rudhani-Haliti 2016). The company was responsible for carrying out insurance business in Australia. Any kind of changes that the organization made was approved by APRA and ASIC due to its influence in the insurance market. A detail analysis of the factors that lead to the demise of the insurance company will be taken into consideration. Based on the analysis, a number of recommendations shall be made on the findings. On March 2001, the Australian Prudential Regulation Authority or APRA served notice to the insurance company to know the reason why an inspector has not been appointed that is required for the governance purpose under s52 of the Insurance Act 1973 (Harford, Mansi and Maxwell 2012). On further investigation, it was revealed that HIH had an estimated deficit of asset over their liabilities on over A$ 5 billion (Tricker 2015). The significant fallout of the insurance company aimed pressure from political opposition and even from media. It was then the Australian government had to appoint a royal Commission to look into the events of the insurance company. As a result of the several investigation, it was ultimately resulted in the collapse of the insurance company. Tools of corporate governance A number of corporate governance tools have been identified that are important for an organization to acknowledge at regular interval of their business activities to ensure that the working of the organization is carried on efficiently without creating any hindrance. The most important tool of corporate governance is by the means of auditing. It is the responsibility of an organization to conduct authentic auditing at a regular interval of time (McCahery, Sautner and Starks 2016). In this respect, it has to be mentioned that the HIH insurance actually failed to carry out a proper audit of their assets that resulted in the ultimate failure of the organization. In case of HIH insurance, it was found that the organization had an asset of $8 billion but the same had been reduced to $133 million in papers (Harford, Mansi and Maxwell 2012). As commented by Mller et al. (2015), that HIH solvency was marginal and the report produced by the organization is an extremely small movement that has been taken against the corporate governance. The value of the asset was shown as just 1.7% that could have been clearly justified by moving it to the net asset deficiency (Erkens, Hung and Matos 2012). It was estimated that even a small setback from the side of the organization could result the organization to get insolent. There are a number of guidelines set by the government to ensure the level of transparency and proper governance in the operation of the organization. These include a number of guidelines for the Board of Directors, Enterprise Risk Management Corporate Policy and many others (Westphal and Zajac 2013). It was in the year 2001, the board of directors of HIH appointed a provisional liquidator to take control of the organization and 17 of the other entities (Harford, Mansi and Maxwell 2012). It was a hope for the organization that by reviewing the operation of the organization, the financial position of the insurance company could be enhanced. However, with the announcement of the first half result, it was declared that the company was at a loss of $100 million (Core, Holthausen and Larcker 2014). In fact, the figure increased to even $200 million to $300 million. By the time, the CEO declared the actual result, it was announced that HIH had lost at least $800 million in a span of 6 mont hs (Westphal and Zajac 2013). Board practice is another important factor that serves as the overall responsibilities of an organization. Implementation of a number of strategies to manage the business risks that tolerates and compliance the corporate values and the government frameworks has to be practiced thoroughly by an organization to compensate any kind of ill practices that the organization might undertake at the time of carrying out any business operation. Other corporate governance tools include code of conduct. A demonstrated corporate culture supports and provides an appropriate norms and professional practices that are indeed an essential foundation of good governance. As pointed out by Carter, Simkins and Simpson (2003), that an organization that deals with economic factors such as a bank or other financial organization like an insurance company, following a code of conduct is indeed important (Harford, Mansi and Maxwell 2012). There should be inclusion of such policies that clearly disowned illegal activities such as misreporting of the financial reports, money laundering, fraud and even any kind of bribery and corruption (Bhagat and Bolton 2013). These codes of conducts are intended to discourage the excessive risk taking by the internal corporate policies of the organization. It can be assumed that HIH insurance might also have undertaken certain approaches to cover their faults and misreporting related to hiding the improper a ctivities. Review of the organization By the time, the company acquired a number of domestic and international insurance companies, the profitability of the organization increased. The rise in the interest rate in the market also added profitability to the insurance company. In the US, the diversification of the workers; compensation business out of California showed a strong positive effect on the performance of the insurance company in that region. The smoothing effect of the Swiss Re reduced the volatility of earnings over a few next years (Stewart 2016). The company saw the potential of a number of risks but that had the potential of getting neutralized. The introduction of the GST system of the indirect taxes was applied to check the adequacy of the tax liabilities of the company. In addition to this, the fall in the price of the cost of property in Sydney affected hugely on the stock prices. All these factors helped the company to improve its result in future. In the view point of Glovsky and Ferris (2016), a financially renowned insurance sector has a positive contribution on the economic growth of a country. It is possible for an industry in the economic sector to manage the risks by the means of allocation of resources and by mobilizing the long-term savings. However, as pointed out by Lynn (2016), that an effective corporate governance principle provides the core curriculum for an organization to operate in the market. A number of issues were highlighted that resulted in the collapse of the insurance company. These are: Under provisioning of the organization Increase complexity of the conglomerate Lack of basic integrity of information provided to the board of members of the organization Inadequate and inappropriate valuation of their asset and Corporate governance (Emmerig and Legg 2016) The failure of the organization was reported and a number of criminal charges were also sentenced to against the HIH director. The director Rodney Adler was sentenced for four and a half year of jail with a non-parole period of two and a half years (Sirtes, Lo Surdo and White 2016). Criminal charges were also laid against the director for manipulating the stock market of Australia. It was observed that the board of members failed to disclose the actual financial statement of the organization and that it was completely intentional to acknowledge some financial affairs. It has also been found that the management of the company also failed to get a clear vision and an oversight the situation. Reading Adams and Borsellino (2015), it has been found that a senior managements action with a consistent strategy and policy approved by the other board of members in the organization provide critical risks profiles an performance against the standards of an organizations operation. It has to be ensured that the knowledge and expertise of the management has to be capable enough to give good organizational governance. In this respect, it can be also said that the management of the HIH insurance was not capable enough to fight against the odds and the business risks that the organization suffered at certain point of its operation (Caliskan, Akbas and Esen 2014). Corporate laws in governance With the further investigations made on the assets and liabilities of HIH insurance, it was found that the Board had approved the guidelines and the limits of acquisition that the organization was aiming at. However, by the time the company thought of taking such regulations, it was observed that the company already had a number of business risks. It was in the year 1991, a number of laws and regulations were introduced for the entire corporation and the security market by the Commonwealth (Adams 2016). The new Corporation law that was introduced made it compulsory for the corporate bodies to monitor and promote market integrity as well as consumer protection in accordance to the financial system. It became compulsory for those organizations that deals with investment and superannuation and other criteria such as deposit taking and credit services has to be transparent enough to gain the confidence of the people who shall be related to the working of the organization (Bloomfield 2013 ). Recommendations for better corporate governance The demise of the HIH insurance can be easily regarded as the largest corporate failure in Australias history that created an example in the worldwide corporate failure. It was following the failure of the HIH that the Prime Minister John Howard announced that there shall be an establishment of a Royal Commission to analyze the reason behind the collapse of the organization. The findings suggested that HIH shares declined at a rapid pace. The investors lost their faith on the insurance company and it was determined that the share of HIH was becoming value less. This had called for the management to take effective and appropriate risk management frameworks that became the sole responsibility of the management of the organization. It was recommended that a high level FAI staff turnover with a higher degree of investigation in respect to accounting and reporting functions. Complete acknowledgement of the ownership of the land and other organization particularly those present in overseas were completely out of focus of the companys balance sheet. These were all substantiated when several investigations were made. HIH also undertook a number of strategic decisions. Internal audit was one of them. The importance of the internal audit cannot be neglected and it in fact created an adequacy of a controlled framework in the places where it was utterly important to manage the financial risks. Integrity of the financial and other information in respect to the compliance with the policy of the board of members is vital. It has to be understood that effective use of economic resources is another important factor that the organization should have been taken into consideration. ASIC that was introduced under the legislation of the government of the country was made to monitor and promote integration and consumer protection and also provide advice on the investment and other related economic factors. It has to be mentioned that it was solely for the reason of the inability of not abide by the corporate governance that the organization has to suffer a complete demise of its business. The paper work of the organization has to be conducted properly to ensure the complete transaction history of the acquisition or takeover of the various other corporate bodies as a part of the business operation, then the company could have prosper better in Australia and other countries as well. Ho wever, it created a clear and perfect example of the failure of an organization due to failure of the corporate governance. Conclusion The report ascertains the facts and the factors responsible for the demise of the organization that used to be one of the most successful insurance companies in Australia. The organization had much integrity of the financial and other economic resources. Effective measures were also undertaken to make the internal audit of the organization more effective. However, the failure of proper corporate governance resulted in the demise of the organization. The company did not take proper measures that had declined the business as well as the image of the organization. Despite high level of investment made on different projects at the time of acquisition and profit making process. Unexplained and the unusual data in their quarterly return and an unexplained increase in the equity were some of the factors that declined the financial and the market condition of the organization. Information that was released in March 2000 from the Prudential Consultation, it was found that there were a number of entities that had certain concerns about the legal entities of the organization. These factors obviously had certain implications for the integrity of data related to legal entities. These factors are clear assumptions of the fact the organization lacked fundamental corporate governance that has only resulted in the demise and the decline of the organization. If the current scenario is taken into consideration, it has to be said that when a company do not have transparency in its accountability, it has to suffer. It is important for a company to abide by the Corporate Laws and the National Regulations. Reference list Adams, M. and Borsellino, G., 2015. Is there a positive link between corporate governance and board diversity? Lessons from Asia.Journal of Business Systems, Governance Ethics,10(1). Adams, M.A., 2016. Contemporary case studies in corporate governance failures.Governance Directions,68(6), p.335. Bhagat, S. and Bolton, B., 2012. Corporate governance and firm performance.Journal of corporate finance,14(3), pp.257-273. Bloomfield, S., 2013.Theory and practice of corporate governance: an integrated approach. Cambridge University Press. Caliskan, A.O., Akbas, H.E. and Esen, E., 2014. Ethical Dilemmas and Decision Making in Accounting. InCorporate Governance(pp. 241-252). Springer Berlin Heidelberg. Carter, D.A., Simkins, B.J. and Simpson, W.G., 2013. Corporate governance, board diversity, and firm value.Financial review,38(1), pp.33-53. Core, J.E., Holthausen, R.W. and Larcker, D.F., 2014. Corporate governance, chief executive officer compensation, and firm performance.Journal of financial economics,51(3), pp.371-406. Emmerig, J. and Legg, M., 2016. Corporate law: Indirect causation accepted in shareholder claim of misleading conduct: Ramifications for shareholder class actions.Governance Directions,68(8), p.490. Erkens, D.H., Hung, M. and Matos, P., 2012. Corporate governance in the 20072008 financial crisis: Evidence from financial institutions worldwide.Journal of Corporate Finance,18(2), pp.389-411. Glovsky, M. and Ferris, C. 2016. After Adopting the Fraud-on-the-Market Presumption of Reliance, Australia is Poised to Become a Plaintiff-Friendly Venue | Lexology. [online] Lexology.com. Available at: https://www.lexology.com/library/detail.aspx?g=528c2f0b-6d13-4e70-bb5e-9e93fb0bdf11 [Accessed 13 Sep. 2016]. Harford, J., Mansi, S.A. and Maxwell, W.F., 2012. Corporate governance and firm cash holdings in the US. InCorporate Governance(pp. 107-138). Springer Berlin Heidelberg. Hashani-Siqani, S. and Rudhani-Haliti, L. 2016. Travel Health Insurance: With Case-Study Insurance Company "Elsig" 2009-2014. AJIS. Lessambo, F., 2016.The International Corporate Governance System: Audit Roles and Board Oversight. Springer. Lynn, J. 2016. How a gap in the market helped one broker reach the top. [online] Insurance Business. Available at: https://www.insurancebusinessonline.com.au/au/news/breaking-news/how-a-gap-in-the-market-helped-one-broker-reach-the-top-222478.aspx [Accessed 13 Sep. 2016]. McCahery, J.A., Sautner, Z. and Starks, L.T., 2016. Behind the scenes: The corporate governance preferences of institutional investors.The Journal of Finance. Mller, R., Turner, J., Andersen, E.S., Shao, J. and Kvalnes, ., 2015. Governance and Ethics in Temporary Organizations: How Corporate Governance Influences the Temporary Organization.Proceedings of the IRNOP, pp.22-24. Sirtes, G., Lo Surdo, A. and White, R., 2016. Corporations law and class actions: Court recognises indirect or market-based causation in shareholder claims.LSJ: Law Society of NSW Journal, (23), p.80. Stewart, T. 2016. Bank failures must be orderly: APRA. [online] Investordaily.com.au. Available at: https://www.investordaily.com.au/regulation/39981-bank-failures-must-be-orderly-apra [Accessed 13 Sep. 2016]. Tricker, B., 2015.Corporate governance: Principles, policies, and practices. Oxford University Press, USA. Westphal, J.D. and Zajac, E.J., 2013. A behavioral theory of corporate governance: Explicating the mechanisms of socially situated and socially constituted agency.The Academy of Management Annals,7(1), pp.607-661.