(8005CGOV) corporate governance assignment on governance policies design and implementation

Question

Task: how to establish effective governance’s policies using corporate governance assignment research techniques?

Answer

1. Introduction
Corporate governance is said to be a system through which companies are controlled and directed. This corporate governance assignmentstudy will focus on the corporate governance practices of a company for which Fortive is taken into consideration and its competitor, Dover. This study will discuss the practice, legislation, and theory of corporate governance followed by the company. Moreover, it will also discuss as well as compare the board structure and committees. In addition to that, it will also discuss the board diversity, which includes gender, age, skill, experience, and other cultural or social aspects of the directors.

2. Corporate governance
Fortive’s corporate governance practice follows the characteristics of Agency Theory. According to the corporate governance assignmentAgency theory, the principals of the company hire the agent to perform the work (Alkausar et al., 2021). ITEM 10 of PART III states about the "Election of Directors and Corporate Governance" in its proxy Statement. Every year in the Annual General Meeting of Fortive, the shareholders of the company hire the directors who have delegated the required work of running the business operations as the agent of the company (S2.q4cdn.com, 2022). The shareholders of Fortive expect that the directors appointed by them act and make decisions in their favour and the best interest of the company. On the other hand, the director of Fortive does not necessarily make a decision in the best interest of the shareholders.Fortive directors may engage in selfish, opportunistic behaviour and fail to meet client expectations. The main feature of agency theory is the separation of ownership and control. The theory states that individuals or employees hold themselves accountable for their duties and responsibilities. Rewards and punishments can be used to adjust agent priorities.

The corporate governance assignmentagency theory adopted by Fortive is better than the Stewardship theory as the forms allow the CEO to take advantage of the powerful portfolios for maximizing their personal economic benefit, whereas, in stewardship theory, instinct motivators are used by the CEOs to offer intrinsic awards and set off their interests with other stakeholders (Baeet al., 2018). Due to the dual role of the CEO of Fortive, he is likely to focus on personal benefits than concentrating on intrinsic motivators like personal experience. Similarly, another popular corporate governance theory which is the Transaction cost theory focuses on the individual transaction; however, agency theory focuses on the individual stakeholder who is affected due to the transaction (Kovermannand Velte, 2019). In the context of Fortive, the currently adopted theory will focus on the specific stakeholder who is affected due by the decision of the Board, whereas, for transaction cost theory, the entire decision of the Board will be subjected to criticism.

Legislation and principles followed by Fortive Corporation are in accordance with the disclosure control and procedures of the Securities Exchange Act 1934 or the Exchange Act as per Rules 13a-15(e) and 15d-15(e). The principle adopted by the company states a framework for managing the company's business affairs, protecting the best interests of shareholders and ensuring the company's compliance with applicable legal requirements (S2.q4cdn.com, 2022). These Corporate Governance Guidelines were adopted by Fortive's Board of Directors to create a common set of expectations for how the Board, various committees, individual directors and management should carry out their duties in the best interest of shareholders.

The corporate governance guidelines adopted by FortiveCorporation as identified on this corporate governance assignmentare as follows-

• The business and corporate affairs of the company are managed by the Board with regard to Delaware Law. The role and responsibility of the Board are to offer direction and oversight of the performance of the company (S2.q4cdn.com, 2022).
• Every year there will be at least 5 regular meetings and any special meetings whenever necessary to discuss and review the reports prepared by the management of Fortive on the performance of the business.
• The CFO, CAO, General Counsel and CS are responsible for offering orientation and continuing education opportunities for the new directors.

3. Board structure and committee analyses
The board structure of Fortive is two-tier, consisting of the Chairman and directors of the company on different levels. Alan G.Spoon has been the Chairman of the company since 2016. The other members of Nominating and Governance Committee are SharmisthaDubey and Jeannine P. Sargent (Committee Composition , 2022).

Table 2: Composition of the Executive Officers of Fortive
(Source: Committee Composition, 2022)

On the other hand, Dover's Governance and Nominating Committee consists of 3 members who are the independent directors of the company. The primary objective of Dover Corporation's Governance Committee as identified on this corporate governance assignmentis to recommend to the Board the members and Chairman of the company. The Board shall also appoint the members and the Chair of the Committee, who shall serve the Board at its discretion (investors.dovercorporation.com, 2022). Similar to Fortive, the CEO plays a dual role of both the President and CEO of the company. The dual function of the CEO for Dover has allowed him to leverage a large executive power for the company and to make critical business decisions within a reasonable time.

Table 3: Executive Officers of Dover Corporation
(Source: investors.dovercorporation.com, 2022)

4. corporate governance assignmentBoard Diversity Analyses
Fortivehas accelerated diversity and inclusion during the year 2021 through intentional transparency and action. As stated by Garg and Sangwan(2021), the four main pillars of corporate governance are accountability, responsibility, fairness, and transparency. It has been seen that diverse teams show better outcomes; however, the commitment to diversity in Fortive starts from the top, with around 63% gender or ethnic goals for increasing diverse spending in suppliers, BIPOC representation, diversity in a senior leader, and gender representation by the year 2025 (Fortive.com, 2022). Moreover, the company mainly prioritizes positive impact, sustainability, and trust for creating long-term value for its stakeholders, shareholders, customers, and communities. It has been seen diversity with 63% among the Board of Directors. As opined by Hopfet al.(2021), workplace diversity means the inclusion and acceptance of employees from all backgrounds. Fortive concerns for diversity and inclusion are to make an inclusive place to promote and work diverse points. In addition to the company continuing to strengthen a culture of diversity and inclusion, the Board of Directors and strategies of the Management of the Human Capital and Compensation Committee work closely with the Diversity and Inclusion Council. The company build diverse Fortive by developing, hiring, and retaining strong as well as diverse team. As stated by a corporate governance assignment publication, Raewf and Mahmood(2021), diversity is important in a workplace for bringing social justice and creativity; it also helps in providing greater returns in terms of finances. It also has operations across the world, where the geographic diversity allows for drawing skills of the worldwide workforce, allows for driving economies of scale, provides great stability, and gives revenue streams.

On the other hand, Dover views the diversity of its employees as a company’s strength that better serves the communities and customers. As discussed by Floryet al. (2021), it is also believed that diversity within the workforce enables the attraction of new talent, makes it productive, keeps the employees engaged, and brings innovation through ideas that reflect the diversity within the Board of employees' experiences, backgrounds, and perspectives. Moreover, Dover takes into account many actions for enhancing diversity which includes partnering with organizations supporting diverse and talented candidates (Dovercorporation.com, 2022). One way through which Dover promote inclusion is by supporting operating companies for establishing groups of employee resource. In addition to that, the competitive market is complex due to the wide diversity of manufactured products. As mentioned by Zamanet al.(2021), diversity is important in a workplace as it boosts the productivity level by 35%. The diverse group of employees is likely to understand the customer's needs and wants and come up with innovative ideas for fulfilling them. Apart from that the corporate governance assignment research shows, diversity in a workplace also increases morale among employees and creates a desire to become more effective and work efficiently. However, Dover company aims to bring an inclusive and diverse cure within its employees which makes them feel connected to the objectives of the business and makes them valued for their contributions.

5. Recommendation & Justification
Based on the above corporate governance assignmentstudy, it can be recommended that the Fortive company should bring diversity to its workplace that helps in boosting productivity. It is also advisable to take all five principles of corporate governance into consideration which are accountability, fairness, independence, social responsibility, and transparency. Moreover, it is also recommended to have a separate council for diversity and inclusion. However, the other company which has been taken as a competitor in this study is Dover, on comparing both the companies in terms of board diversity, structure, and committees. It has been seen that Fortive encompasses great diversity among its employees and board members. On looking at the board structure, Fortive should have various groups of board committees and members in the organization. It is recommended to take accountability and transparency legislation and principles into account by Fortive, which helps the company to control and direct the organizational functions. Furthermore, it is also recommended to follow particular principles and legislation within the company. The reason for recommending separate groups of diversity groups in an organization is that it helps the employees to share their views and ideas with their respective councils. Since it provides fairness, transparency, and accountability to its employees helps them work more effectively and efficiently in meeting their goals. However, it is also justified that both board committees and structure is important for the company to control and formulate orders and plans that help the business achieve growth and success. Hence, in this way, a definite structure and diversity with an explanation of implementation within the company are being discussed.

6. Conclusion
Based on the above corporate governance assignmentstudy, it can be concluded that the study mainly discussed corporate governance and its aspects concerning it. Moreover, Fortivecompany has been taken into consideration with Dover company as its competitor, which helps in comparing and analyzing the diversity and inclusion followed in a particular company. In addition to that, this study also discussed the four important pillars of corporate governance, which are transparency, accountability, fairness, and responsibility. Apart from that, the board structure and committees were also discussed, explaining the responsibilities and roles of each member of the board members. Furthermore, it also discussed the practice, theory, and type of legislation followed by Fortive in its business. However, corporate governance assignmentcomparisons between both Dover and Fortive were made by discussing the board structure, committees, and diversity along with corporate governance followed in each organization.

Reference list
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