Professional Documents
Culture Documents
DEDICATION
TO
ACKNOWLEDGEMENTS
Thanks to my project mentor (MR BARFOUR ADDO) for guiding me through this project
and for his relentless effort in making sure that my project is of great quality.
Very special thanks to the project participants. Also thanks to the manager of BAPCCUL for
giving interviews and filling out questionnaires as well as for giving me permission to carry
out my project in the organization.
None of this would have been possible without the continuous support of my mother and my
wife. Thanks for the wonderful love and support you both showed me.
TABLE OF CONTENTS
INTRODUCTION6
CHAPTER ONE: PROJECT OBJECTIVES AND RESEARCH APPROACH
1.1 RATIONALE FOR SELECTING PROJECT TOPIC7
1.2 RATIONALE FOR SELECTING BAPCCUL 7
1.3 PROJECT OBJECTIVES 7
1.4 RESEARCH APPROACH ..8
CHAPTER TWO: INFORMATION GATHERING AND BUSINESS TECHNIQUE
2.1 PRIMARY SOURCES OF INFORMATION .9
2.2 SECONDARY SOURCES OF INFORMATION..10
2.3 LIMITATION OF THE SOURCES AND METHOD UTILIZED TO OBTAIN
INFORMATION 10
2.4 ETHICAL ISSUES ENCOUNTERED IN GATHERING INFORMATION 11
2.5 BUSINESS TECHNIQUE AND MODELS12
2.6 LIMITATION OF BUSINESS TECHNIQUE AND MODEL .14
CHAPTER THREE: FINDINGS AND THE EVALUATION OF GOVERNANCE IN
BAPCCUL AND IMPACT ON KEY STAKEHOLDERS
3.0 FINDINGS FROM QUESTIONNAIRE AND OTHER DATA SOURCES.15
3.1 BOARD STRUCTURE..15
3.2 COMMITTEE AND STRUCTURE17
3.3 ROLES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS IN
BAPCCUL..18
3.4 BOARD SKILLS, COMPETENCE AND KNOWLEDGE
19
3.5 BOARD STEERING, STRATEGY, SYSTEM AND
SUCCESSION..20
3.8
INTRODUCTION
The Bamenda Police Co-operative Credit Union LTD (BAPCCUL) Microfinance enterprise
is a savings and loan co-operative. BAPCCUL was created in 1969 by the police of western
Cameroon with the primary goal to serve only the police force members. It later extended its
membership to people outside the police force. Currently, the majority of the members are
not police and BAPCCUL is the second largest credit union in the league of credit unions in
Cameroon. BAPCCUL has five branches in Cameroon in the following regions: Yaound,
Bamenda, Douala, Camp, Yabassi, and Bafia. This organization provides the following
services to its members: payment of salaries, overdraft facilities and loans.
CHAPTER ONE
PROJECT OBJECTIVES AND RESEARCH APPROACH
1.1
The researcher has a particular interest in corporate governance and intends to carry out his
graduate and PHD studies in this field to prepare to work as a consultant for organizations
and government institutions. This RAP is a stepping-stone for the researcher to become a
corporate governance consultant.
Corporate governance is an important business topic to politicians, regulators and business
scholars. Since the ENRON scandal, many adjustments have been made to organizations
governance to prevent duplicitous transactions. Writing a research project on this topic will
give the researcher first-hand experience of governance and enhance the researchers
evaluation skills.
1.2
The researcher believes BAPCCUL will provide valuable information for the evaluation of
corporate governance with respect to international standards as compared to other credit
unions, which are smaller and less organized.
The members and employees willingly cooperated in answering the questionnaire and
interviews issued by the researcher. These employees are qualified and understand the
importance of the project to the researcher and to the organization.
The researcher believes that targeting the second largest institution in the credit union
industry can provide substantial information about the governance of credit union institutions
in Cameroon (Innocent, 2007). Information gathered during this research project may be of
used to future researchers who are interested in this industry and topic.
1.3
PROJECTS OBJECTIVES
The principal objective of this project is to evaluate the quality of corporate governance in
BAPCCUL by determining if BAPCCUL governance complies with the Combined Code
Principles of the UK and assessing the impact on the key stakeholders. This project will
identify weaknesses and make recommendations to enhance the quality of governance in the
BAPCCUL.
This project intends to discover the following about the BAPCCUL:
1.4
The researcher intends to use a simple and logical approach to accumulate, present and
evaluate this information in order to meet the project objectives and answer the project
questions.
Primary sources of information were extensively used to get information since the researcher
considers this a valuable form of information. To answer the research questions, permission
was requested from the BAPCCUL head office to send out questionnaires to a randomly
selected sample of employees, members and Board members. Interviews with the Board
members were carried out by the researcher. Thus, much of the evaluation was based on the
questionnaires and the interviews.
Secondary data was obtained from extensive web research and from textbooks. This helped
the researcher to obtain internationally recognized corporate governance codes and principles
to assist in evaluating the primary sources of information.
Data obtained has been analyzed and presented in tables, pie charts, and vertical and
horizontal bar codes, so that the information obtained can be easily understood. Weightings
are given to the different areas of the combined code and each area is compared to that of the
BAPCCUL so as to assess the implications to the overall quality of governance in the
BAPCCUL. This approach highlights the qualitative aspects of the research and helps readers
to easily evaluate quality of governance of the BAPCCUL with respect to the international
standard, the Combined Code of the UK.
CHAPTER TWO
Primary and secondary sources of information were used to amass information to meet the
project objectives.
2.1
Board Members
Employees
Members
Total number
13
36
16784
Sample size
13
36
100
Average number of
respondent
10
25
80
77%
69%
80%
The aim was to get a sample representative of each population while minimizing the sample
bias. A bias sample is a sample with characteristics different from population (Perry, 2004).
An Evaluation of the Quality of Corporate Governance in Bamenda Police Co-operative
Credit Union LTD (BAPCCUL) and Impacts on Key Stakeholders
Interview (Appendix 2): This was designed to obtain further information that could not be
obtained from using the questionnaires while also corroborating the information from the
questionnaire. The researcher was not able to interview all the Board members as was
intended. This interview targeted questions such as the Board remuneration and criteria for
Board membership.
Request for information (Appendix 3): This was used to get more information that could not
be obtained from interviews and questionnaires, including details about organization structure
and the organizations ethical policies. This request was made to the manager of the
BAPCCUL headquarters. Request for the information acted as a corroborative source of
information for the questionnaire and interviews.
2.2
Corporate governance, annual reports, and journals from the BAPCCUL and other
management texts provided information for the research project. These texts provided
information about general principles and concepts on corporate governance. Most business
models used for the evaluation of corporate governance and identification of stakeholders
were obtained from management texts and online materials.
Online materials: The researcher made use of the internet to gather materials for the research.
ACCA, HELIUM, and FRC websites were used to obtain information that was utilized in the
evaluation of the corporate governance of the BAPCCUL.
2.3
A) The researcher is aware of the limitations of the questionnaire, though it was the main
source of information for the project. Participants might have chosen to respond insincerely;
some participants refused to answer the questionnaire though the reason for the project was
clearly explained to them. Also designing a questionnaire that covered all information that
was needed was not possible due to the problem of time and space. Not all questionnaires
distributed were retrieved. The researcher took a lot of time to design, distribute, collect and
evaluate the questionnaires in order to obtain a fairly accurate representative sample for the
project. One hundred and forty-nine questionnaires were distributed.
B) Interview: The interviews were directed mainly at the Board of Directors and committee
members. But getting to interview the Board of Directors was difficult since they had lots of
work to do. Some Board members tried to make the interview short and it was not possible
for the researcher to actually ask all the questions intended.
C) Request for information: Not all the information requested by the researcher was provided.
Some of this information was considered confidential such as the bonuses and salaries of
Directors.
An Evaluation of the Quality of Corporate Governance in Bamenda Police Co-operative
Credit Union LTD (BAPCCUL) and Impacts on Key Stakeholders
10
D) Internet: The internet was a valuable information source. The researcher carefully
scrutinized the authenticity of websites and the reliability of the material obtained from these
websites.
E) Books: Obtaining books in the library was a grave problem for the researcher. The local
library has very few books on writing research papers and corporate governance. The few
books in the library were borrowed by students and were not returned on time. The problem
of book scarcity was also due to the lack of many libraries in the researchers town. The
researchers mentor was kind to lend books from his personal library for completion of the
project.
2.4
The researcher encountered a number of ethical issues during the process of gathering
information.
The information requested from the organization was handed to the researcher based on the
belief that this was solely for academic purposes and not for any other ulterior motive. Based
on the principle of confidentiality, the researcher endeavored not to divulge any information
deemed important to the organizations management.
The information obtained was evaluated based on a high degree of integrity. The project
mentor also ensured that the information was fair and honest by checking the researchers
evaluation of the information gathered. No attempt was made by the researcher to
deliberately falsify any information.
Secondary information from books and articles was properly referenced and permission was
obtained to use this information, especially the information from the case study organization.
In evaluating the information, the researcher found it imperative to adhere to the principle of
objectivity in all judgments. The researcher tried not to be biased or prejudiced and tried not
to pay attention to irrelevant material that would render the research not pertinent.
2.5
The Anglo-Saxon form of governance was used to evaluate the governance of BAPCCUL.
These models include the Combined Code of the UK, Sarbanes-Oxley of the USA and the
OECD MODEL as put forth in (Johnson and Scholes, 2008). The model used to evaluate the
BAPCCUL governance is the Combined Code of the UK.
OECD Model
11
The (OECD, 2004) principle of governance was introduced in 1999 and has since been the
corporate governance benchmark in influencing the drafting of national codes. The main
principles as put forth in (Solomon, 2007) are as follows;
The Sarbanes-Oxley (SOX) Act of 2002 as found in (Anand, 2007) was created as part of the
corporate scandals that occurred late in 1990s and early 2000s.The act was passed so as to
restore and enhance investors confidence in the US public financial market. One of main
objectives of the act was to establish clear accounting and reporting practices for publicly
traded companies in the U.S. Public companies and their subsidiaries both in and out of USA
comply with the act.
MAIN SECTIONS OF THE SOX
From (Soxlaw, 2006), the main sections of the SOX codes are;
12
The Combined Code of Governance (Combined Code of Governance, 2008) was formerly
the UK corporate governance code that set standards of good governance practices for listed
companies. Its based on principles rather than rules and companies are required to comply or
explain otherwise (Campbell, 2008b).
The Combined Code is made up of four main areas:
1) Directors (responsibilities of Board, Chairman and Chief Executive Director (CEO),
Board balance and independence, appointments, information and professional
development, re-election).
2) Remuneration (remuneration policy for directors).
3) Accountability and auditing (financial reporting, internal control, auditors and audit
committee).
4) Relationship with stakeholders (dialogue with institutional stakeholders, constructive
use of governance) and institutional stakeholders (dialogue with companies,
evaluation of governance, shareholder voting.
5)
1T-7S model
This model by (Rowa, 2008) looks at different areas to evaluate a companys board. These
areas include:
1) Steering: Does the organization have a mission and ethical code? Does everyone
understand the mission?
2) Structure: How are the Board and committees set up? Is the board the right size and
are the committees appropriate?
3) Skills: Does the Board receive training needed to carry out their job?
4) System: Are materials distributed in advance of meetings? How is communication
between members of Board?
5) Strategy: Does the company have a long-term plan?
6) Succession planning: Is there always a pool of candidates for Board member and
Chief Executive Officer (CEO) positions? Is the Board qualified to pick the CEO?
7) Stakeholders: How is the Boards relationship with stakeholders?
8) Teamwork: Does the Board work as a team? Do they communicate as a team?
13
Percentages, bar charts and pie charts are also used in this RAP to present the information
from the questionnaire.
2.6
Percentages, bar charts and pie charts are based on the underlying data from which they are
constructed and can only be accurate if the underlying data provided is also accurate (Doane
and Seward, 2008).
The Combined Code of Corporate Governance is a model used in the UK as a benchmark for
corporate governance best practice. This model is based on the dynamic market orientation,
extensive internationalization and fluid capital investments in the UK (Johnson and Scholes,
2008). Using this model to evaluate organization governance in a developing country does
not accurately represent the organization because of poor fluid capital investments, poor
educational background, poor governance awareness, different business cultures and the size
of the BAPCCUL compared to multinational companies listed in the London Stock
Exchange.
The 1T and 7S model might not contain all the different attributes needed to describe and
evaluate a Board in a developing country since its assumptions are based on business culture
in the USA, which might be different from the practices in Cameroon.
CHAPTER THREE
An Evaluation of the Quality of Corporate Governance in Bamenda Police Co-operative
Credit Union LTD (BAPCCUL) and Impacts on Key Stakeholders
14
Members
Yes No
80% 10%
- 70%
NA
10%
30%
Board
Yes
100%
-
No
80%
NA
20%
Employees
Yes
No
60%
20%
80%
NA
20%
20%
From the analysis of the question 1 of the questionnaire, 70% of members, 100% of the
Board and employees indicate that the Board is made seven members. For question 2, 70% of
An Evaluation of the Quality of Corporate Governance in Bamenda Police Co-operative
Credit Union LTD (BAPCCUL) and Impacts on Key Stakeholders
15
members, 100% of the Board and 80% of the employees indicate there are three Executive
and four Non-Executive Directors. For question 3, 80% of members, 100 % of the Board and
100% of employees indicate that the Chairman is from the Executive Board. Question 4
responses indicate that the President of the Board acts as the Chairman of the Board and the
CEO of the organization. There are no clearly defined functions differentiating the CEO and
the Chairman positions based on the response to question 5 of the questionnaire with 77% of
respondents indicating No to the question.
According to (BAPCCUL, 2010), members can become part of the Board of directors if they
meet the following criteria: they must save at least 12 times per year, have at least 1 million
FCFA in their account, and have no loan delinquencies. The Directors are voted-in every five
years by the members during the general meeting. Each Director stays in office for only two
terms, but can wait for another five years to get re-elected. The Board is headed by the
President, who is voted-in by members through a 51% majority. The President then elects a
Vice President who acts as his deputy in the Board. The daily management is delegated to the
Manager of the credit union who participates in the Board meetings but is not considered a
Board member himself. This person is under the supervision of the Executive Board of
Directors, headed by the President (Appendix 2, Interview Questions
3.2
The committees, according to (BAPCCUL, 2010), carry out the following functions:
A) SUPERVISORY COMMITTEE: This committee is made up of three members of the
credit union and reports directly to the general assembly. Their main function is to ensure that
the accounts are properly kept by the manager and also to ensure that the control activities in
the organization are appropriate and adequate. They carry out cash counts, inventory
inspections, and asset evaluations to ensure the safeguard of the credit union assets. These
members are not part of the Board.
B) WOMENS COMMITTEE: The Womens committee function is to help enhance the
participation of women in the organization. They work to increase the number of female
members of the BAPCCUL and also to participate in the Board and committees of the
organization. This committee reports directly to the general assembly. Members of this
committee are not part of the Board.
C) EDUCATION COMMITTEE: This committee helps improve members knowledge in all
areas concerning the management of their credit union. They also ensure that the Board
members and Committee members enhance their knowledge so that they can be able to make
sound decisions for the going concern of the organization. This committee brings experts to
organize seminars and ensure that members attend the seminars. Members of this committee
are made up of Executive and Non-Executive Directors.
An Evaluation of the Quality of Corporate Governance in Bamenda Police Co-operative
Credit Union LTD (BAPCCUL) and Impacts on Key Stakeholders
16
D) CREDIT COMMITTEE: The Credit committee function is to ensure that loans are
granted within the loan policy and that delinquency rates are minimized. This committee
reports directly to the Board members and is made up of non-Executive Directors.
TABLE 2: Committees and Number of Members
Committee
Supervisory committee
Womens committee
Education committee
Credit committee
Number of Members
3
3
3
3
Percentage
25%
25%
25%
25%
Based on the information received from the Manager, there are seven Board members and six
other individuals who are not Board members acting in the Supervisory and Womens
committees of the organization. The Education and Credit committees are made up of Board
members. (See Appendix 3, Request for Information).
3.3
17
Skill is the ability to do something well while knowledge is fact, information and skill
acquired through experience or education (Oxford dictionary, 2008). Based on question 6 of
the questionnaire, 75% of respondents indicate that no skills or knowledge is required to
become a Board member. On average, 87% indicate Yes on question 7, that educational
courses are offered by the company. The interview (Appendix 2) reveals that only two
workshops were held based on microfinance performance and regulations. The table and
chart below is based on questions 6 and 7 in the questionnaire.
TABLE 5: Average Responses to Questions 6 and 7
Question
Q6
Q7
Average Yes
0%
87%
Average No
75%
0%
Average NA
25%
13%
18
3.5
The BAPCCUL has no formal ethical code or conducts written by the Board of Directors.
This conclusion is based on the findings from the questionnaire and interview. The bar chart
indicates the percentage of responses from question 8 of the questionnaire.
FIGURE 3: Column Showing Responses (%) to Question 8 of the Questionnaire
19
The majority of respondents from the diagram fell in the N category for NO, thus
providing the basis for the researcher to conclude that no formal ethical code exists in the
BAPCCUL.
Based on question 9 of the questionnaire, an average of 63% of respondents indicate that no
mission statement or vision statement exists in the organization and further investigation from
the request for information proved this to be true.
With respect to the strategies formulated and announced, an average of 87% of the
respondents indicates that the Board formulates and announces all significant strategies
(Appendix 1: question 10 of questionnaire). An average of 77% of the respondents selected
Yes for question 11 of the questionnaire, indicating that the Board has ensured and
implemented an effective internal control. Based on question 12 of the questionnaire, an
average of 80% of the respondents chose Yes, while further interviews with the Board
members showed that significant matters are brought to their attention at the relevant time for
deliberate decisions to be made.
Twelve Board meetings have taken place over the past two years, based on the answers to
question 14. The researcher only considered the answers given by Board members on
questions 15, 16 and 17. The answers are presented as follows:
TABLE 6: Responses to Questions 15, 16, and 17 of the Questionnaire
Board Q15
Board Q16
Board Q17
Average
Yes
No
N A
100%
70%
60%
77%
0%
20%
30%
17%
0%
10%
10%
7%
20
The pie chart is drawn based on the Board members answers to the questionnaire for Q15,
Q16, and Q17. The chart indicates that the Board members are satisfied with the notice sent
to them before meetings. The Directors are also satisfied with the way in which minutes are
reported and distributed in a timely manner.
The interview (Appendix 2) with the Board and Manager reveal that there is no succession
planning for the Board of Directors or the Committee members. Each member of the Board
serves five years in office and can later be re-elected (BAPCCUL, 2010). To become part of
the Board requires a political process whereby members rally with colleagues and other
members to gain support to be elected.
3.6
Based on the interview with Board members, the Board members are paid salaries, and have
an advantage in getting loans from the company, with discretionary lending above an
undisclosed amount. The level of Board member salaries was also undisclosed to the
researcher. No written document was given to the researcher to corroborate the remunerations
of the Board members and Committees.
3.7 FINANCIAL REPORTING, INTEGRITY AND INTERNAL CONTROL
According to (Hussey, 1999), internal control system is a system of controls for both
financial and non-financial information set up by the management of a company to carry out
An Evaluation of the Quality of Corporate Governance in Bamenda Police Co-operative
Credit Union LTD (BAPCCUL) and Impacts on Key Stakeholders
21
business efficiently and orderly. Questions 18, 19, 20, and 21 of the questionnaire give
understanding of the integrity of the financial reporting of the BAPCCUL. Answers from the
following questions are as follows:
TABLE 7: Answers to Questions 18, 19, 20 and 21 of the Questionnaire
Q
18
19
20
21
100%
50%
60%
100%
70%
30%
40%
100%
77%
38%
47%
77%
On average, 77% the members, the Board and employees believe that the Board gives a
balanced and understandable report about the financial position and performance of the
company. An average of less than 50% indicates that the Board gives them adequate
information about the going concern of the company and about their responsibilities to the
preparation of the financial statements. Concerning information given to regulators, 77%
indicate that the required information is accurately provided.
Further information obtained from the interview (Appendix 2) indicates that the Board openly
provides information about major performance indicators in the company. These indicators
include personnel growth, branch expansion, and budgets. (BAPCCUL Annual Report,
2010). The supervisory committee gives reports about examination of records and office
assets. They also make an analysis about the performance of the company. An average of
73% of respondents to question 22 indicates that the Board reviews the internal control of the
organization.
3.8
22
average of 87% of the respondents indicates that BAPCCUL has an external auditor, thus
corroborating the findings of the CAMCCULs role (question 32). Also an average of 85%
indicates that the external auditors are present during general meetings (question 33). An
average of 67% of the respondents indicate that the auditors are independent (question 34).
Reasons given by those who think auditors were not independent are following:
a) The auditors set up the accounting system of credit unions and audit the system
b) Most of the external auditors are close friends of Board members and the Manager
c) Some of the auditors are bribed to overlook material misstatements.
3.9
RISK MANAGEMENT
Risk, according to Griffiths, is the chance that an event or action will affect an organizations
ability to achieve its objectives and successfully execute its strategies, while risk management
is the process by which risk is identified, evaluated and controlled (Griffiths, 2005). The
following risks are faced by the credit union:
Liquidity risk: This is the risk arising from a credit unions inability to meet its obligations
when they are due without incurring unacceptable losses.
Transaction risk: This is the risk to earning ability or capital arising from problems with
services and product delivery, also known as operational risk.
Strategic risk: The risk to earning ability or capital arising from adverse business decisions or
improper implementation of business decisions.
Reputation risk: The risk to earning ability or capital arising from negative public opinion.
This affects the ability to continue servicing existing relationships or establish new
relationships.
Compliance risk: The risk to earning ability or capital arising from violations of, or nonconformance to laws, rules, regulations or prescribed practices by the COBAC and the
CAMCCUL.
Interest rate risk: The risk to earning ability or capital due to changes in the interest rate.
Credit risk: risk arising from the possibility that the borrower will default payment (Mishkin,
1998). This is the main risk targeted by the credit unions in Cameroon, due to the high loans
outstanding.
Based on interviews conducted, BAPCCUL has a loan committee that helps to control,
monitor and report the credit risk of the organization to the Board and members. The Loan
Officer identifies the delinquent loans in the organization and helps in the recovery of the
loans with the credit committee. The CAMCCUL, according to
An Evaluation of the Quality of Corporate Governance in Bamenda Police Co-operative
Credit Union LTD (BAPCCUL) and Impacts on Key Stakeholders
23
4.0
On question 35, 77% of the respondents selected individuals as the main shareholders of the
BAPCCUL. From the questionnaire, an average of 80% indicated that all shareholders have
equal rights in the BAPCCUL (question 36). Based on satisfaction and participation in the
general meetings (question 37), the following data was obtained and is represented in the
chart below:
TABLE 8: Responses to Question 37 of the Questionnaire
Respondent Group
Members
Yes
65%
No
20%
NA
15%
Board members
70%
20%
10%
Employees
60%
40%
0%
24
Board members are the most satisfied with the BAPCCUL overall, while the members
followed as second most satisfied, and the employees are the least satisfied.
Based on question 38 of the questionnaire, the following data indicates the Boards, the
members and the employees satisfaction level with the way the organization is controlled
and directed:
TABLE 9: Table of Responses to Question 38 of the Questionnaire
Respondent Group
Members
Board and Committee
Yes
60%
80%
No
30%
0%
NA
10%
20%
Employees
50%
40%
10 %
25
4.1
BAPCCUL GOVERNANCE
Points
6.25%
0%
6.25%
6.25%
Necessary information is
provided to the Board.
6.25%
0%
Total
0%
6.25%
31.5%
26
10
11
Remuneration committees
should report activities in the
annual financial statement.
0%
0%
Total
0%
0%
13
14
6.25%
0%
Total
6.25%
12.5%
27
15
16
No institutional shareholders or
dialogue is in general meetings.
Total
0%
6.25%
6.25%
FIGURE 7
The Combined Code weighting as in Figure 7 is based on the different items that constitute
the four main areas in the Combined Code. The Board and composition get 50% weighting
because they have eight out of the sixteen items in the Combined Code and thus are most
important to overall quality of corporate governance of the BAPCCUL. While remuneration
and accountability has three items each out of the sixteen items and finally relationship with
shareholders constitutes two out of the sixteen items, making it least important.
28
FIGURE 8
6.25%
12.50%
remuneration
32%
FIGURE 9
6.25%
12.50%
12.50%
18.75%
0%
18.75%
31.50%
50%
29
30
LOW
HIGH
COBAC
Keep Satisfied
HIGH
CAMCCUL
Members
Key Players
P
LOW
Community
Minimal Effort
Employees
Keep Informed
Although it is a very important framework, the issue with this framework is that it is very
hard to find ways of effectively measuring the stakeholders power and interest. Also the grid
depicts their position as static, positions can change with respect to circumstances in the
business environment (Campbell, 2008a).
4.4
IMPACT OF OVERALL QUALITY OF GOVERNANCE ON KEY
STAKEHOLDERS
From the grid, the members, the Board and CAMCCUL are the key stakeholders due to
their high interest and power to influence the BAPCCULs objectives.
31
MEMBERS
1)
The Board members chosen by the members might act based on their personal interest
and the interest of those who voted them into their position, therefore potentially causing
animosity among other members in the credit union.
2)
The lack of sufficient information about the companys going concern inhibits the
members from evaluating the companys viability.
3)
Lack of transparency of the Boards remuneration is detrimental to the savings and
deposits of the members since these Board members might potentially approve exorbitant
salaries for themselves.
4)
The governance structure gives members the opportunity to run the organization by
choosing their own members to head the Board and the committees.
CAMCCUL
As the umbrella organization for all credit unions, governance of the credit unions has a
serious impact on the performance and public image of the CAMCCUL. The BAPCCUL is
the second largest credit union in Cameroon (Innocent, 2007) and poor governance in this
organization will increase doubt in the credibility of their umbrella organization to control the
industry. This may lead them to face serious sanctions from the COBAC and the government.
Good governance will enhance public image and performance.
32
4.5
LIMITATION OF RESULTS
WEAKNESSES
1) The President of the BAPCCUL Board acts as both the Chairman and the CEO of the
organization.
2) There are no remuneration, audit or nomination committees in the BAPCCUL.
3) Board members term of five years in office is long compared to the three-year term
required by the Combined Code.
4) There is no policy on evaluating Board performance.
5) The President of the Board may influence the granting of loans for himself and his
friends since he has a lot of power to control the Board and the day to day running of
the organization.
6) The BAPCCUL has no clear mission statement or ethical code to guide the employees
of the organization.
An Evaluation of the Quality of Corporate Governance in Bamenda Police Co-operative
Credit Union LTD (BAPCCUL) and Impacts on Key Stakeholders
33
7) CAMCCUL sets the internal control and audits the organization, thus limiting
independence.
8) The credit committee is made up of Board members who may overlook or
intentionally disregard loan procedure in giving out loans to their friends.
9) Directors are involved in the determination of their salaries and bonuses.
4.7
RECOMMENDATIONS
1) The positions of CEO and Chairman of the Board should be given to two separate
individuals.
2) The Board should bring in outside directors who can help improve the Boards
independence and skills.
3) Nomination, remuneration and audit committees should be created.
4) The Boards performance should be evaluated yearly with an evaluation policy
drafted by the committees and CAMCCUL.
5) The Board should provide reports on their salaries and other benefits.
6) CAMCCUL should act as the internal auditor while letting the credit unions appoint
their external auditors to give an independent report on the financial status of the
company.
7) CAMCCUL should not set up the internal control or audit the credit unions. These
activities impair their independence as external auditors.
8) The Education committee should organize more seminars and workshops for
Directors and members so as to enhance members skills and ensure good succession
planning.
9) More disclosure should be provided in the financial reports of the credit union for
members to analyze the companys performance and financial position.
34
SECTION TWO
While meeting with my mentor, I had the opportunity to practice and learn many valuable
skills for my professional development and the RAP. The skills learned are as follows:
1) COMMUNICATION SKILLS: The meetings with my mentor enabled me to enhance
my listening, speaking and non-verbal communication skills. During the course of the
meeting, I learned to establish a rapport with my mentor by listening carefully and
attentively to ensure that my mentors suggestions became part of the RAP. I learned
to present my own ideas to my mentor while being mindful of my body language,
attentive to professional discourse, and demonstrative of proficient English.
2) PLANNING SKILLS: Planning was one of the greatest skills I obtained during the
course of my meetings with my mentor. Based on my mentors tight schedule, I had
to ensure that the time for the meeting was well planned and that the scope and quality
of the discussion was organized before the meeting so as not to waste my or my
mentors valuable time discussing matters not relevant to the projects success.
3) IT SKILLS: I learned to demonstrate to my mentor the knowledge of Microsoft
Office EXCEL, PowerPoint, and Word programs. PowerPoint was used to present the
work to my mentor, thus enabling me to show the mastery of how to design and
summarize materials in slides that can be easily understood by professionals in all
fields. I also demonstrated my ability to import data from one application to another
and how to design charts in EXCEL.
4) SELF REFLECTION SKILLS: Meeting with my mentor enabled me to examine my
performance carefully, identifying weaknesses in my project and ideas. The meetings
also helped me to reflect on other skills such as communication, IT use, and planning
in order to understand my weaknesses and strengths for future improvement.
5) Finally, I understood the importance of values such as patience, self-discipline, and
frustration mitigation. My mentor was busy most of the time, which left me to wait
several hours to discuss the project. Many times, meetings were cancelled and rescheduled which conflicted with my schedule. With patience and discipline, however,
I ensured that meetings ended successfully and both parties were satisfied.
An Evaluation of the Quality of Corporate Governance in Bamenda Police Co-operative
Credit Union LTD (BAPCCUL) and Impacts on Key Stakeholders
35
CHAPTERS 2: HOW WELL YOU THINK YOU HAVE ANSWERED YOUR RESEARCH
QUESTIONS?
I believe the project questions have been thoroughly answered based on the information
gathered from the questionnaire and other data sources utilized.
I distributed 149 copies of the questionnaire to different individuals in BAPCCUL
(employees, Non-Board members and Board members) based on the samples chosen by
category. A majority of the questionnaires were Yes or No questions and these were
analyzed to get percentages of the answers (Appendix 1). Though not all the respondents
answered the questions, the non-responding group and blank answers was taken into
consideration to demonstrate ignorance, complacency or refusal to answer the questions.
Questions 24 to 30 of the questionnaire were ignored in the analysis of the questionnaire
responses since 90% of respondents to question indicated No to the existence of an audit
committee. Based on the low response rate on question 23 and the poor response rates in
other questions, I did not consider these responses while answering the research questions on
audit committees.
Interviews were a very important source of information in answering the research questions. I
mostly targeted Board members in the organization. These questions investigated Board
system and Board succession planning among other things. The President of the Board and
two other Board members did not make it for the interview since they were busy. The other
interviewees responded well, however, and provided valuable information for the research
question.
The request for information was principally to provide corroborative evidence for the
questionnaire and the interview. This information included the organization structure of
BAPCCUL, articles of microfinance regulation, names of Directors, committee members and
the different committees, etc. The request for information provided evidence on the number
of Directors, the members in the committee and also brought to limelight the presence of key
stakeholders such as the COBAC and the CAMCCUL that are involves in the regulation of
the credit union.
36
37
38
References
A Guide to the Sarbanes-Oxley Act (2006) http://www.soxlaw.com/ (Accessed on 10 July
2010).
Anand. S. (2007) Essentials of Sarbanes-Oxley. New Jersey. John Wiley & Sons.
BAPCCUL, (2005).The Union, How to become a Member of BAPCCUL.2nd edition page 8
BAPCCUL (2010) Annual Report.
BAPCCUL (2010) Article of Association, Board of Directors and committees pages 12 &
13.
Banking Commission for Central African States text relating to exercise of microfinance
activities, (2002). www.imf.org/external/pubs/ft/scr/2006/cr06321.pdf (Accessed on 12
June, 2010).
Campbell D. (Jan. 2008). All About Stakeholders Part 1. ACCA Student Accountant
Magazine http://www.accaglobal.com/students/student_accountant/archive/2008/82/30543
Campbell, D. (April 2008). Rules, Principles and Sarbanes Oxley ACCA Student
Accountant
http://www.accaglobal.com/students/student_accountant/archive/2008/85/3086513
CAMCCUL (2010). Our Services. Available at:
http://www.camccul.org/camccul.org/service. Accessed on (22 April 2011)
Cooper, D.R., Schindler, P.S. Business Research Methods. Irwin-McGraw Hill
Combined Code. June 2008 http://www.frc.org.uk/corporate/ukcgcode.cfm (Accessed on 14
June 2010)
Doane, D. Seward, L.E . (2008). Essential Statistics in Business and Economics 1st
edition.USA: McGraw Hill.
Freeman, R. (1984). Strategic Management: A stakeholder approach. Boston: Pitman. ISBN
0273019139
Johnson, G., Scholes, K. & Whittington, R. (2008). Exploring Corporate Strategy 8th
Edition. UK: FT Prentice Hall.
Frederic S. Mishkin. (1998). The Economics of Money, Banking and Financial markets. Fifth
edition. USA: Addison-Wesley.
39
40
APPENDICES
APPENDIX 1:
QUESTIONAIRES ON CORPORATE GOVERNANCE AND IMPACT ON
STAKEHOLDERS FOR BAPCCUL
I am undertaking a research project on corporate governance for a Bsc in Applied Accounting
at Oxford Brookes University under the ACCA program. This information requires the
collection of various data on corporate governance. This questionnaire is an effort toward
accumulating such data for the purpose of academic research only.
a) Executive Directors..
b) Non-Executive Directors..
b) No
5) Are the functions of the President and the Chairman of Board clearly defined by the
Board of Directors?
a) Yes
b) No
6) Are any particular skills or knowledge required to become a member of the Board?
a) Yes
b) No
7) Are there any orientation courses or other educational courses in order to improve the
Boards competence and acquaint them with the company?
a) Yes
b) No
41
a) Yes
b) No
b) No
10) Has the Board formulated corporate strategies and announced significant policies?
a) Yes
b) No
11) Has the Board ensured the implementation of effective internal control?
Yes
b) No
a)
12) Are all significant matters brought to the attention of the Board of Directors, e.g.
investments or delinquent loans?
a) Yes
b) No
13) Please list some of the duties and responsibilities of the Board of Directors:
..........................................................................................................................................
..........................................................................................................................................
......................................
BOARD MEETINGS
14) How many Board meetings have taken place over the last two years?
..
15) Are the minutes of the meetings properly recorded and sent to the Directors in a
designated period of time?
a) Yes
b) No
16) Does the Management ensure that notice is sent some days prior to the meetings?
a) Yes
b) No
17) Are all significant issues addressed in the Board meetings for the Boards
consideration?
a) Yes b) No
FINANACIAL REPORTING AND INTERNAL CONTROL
18) Does the Board of Directors present a balanced and understandable report about
the position and prospects of the company?
a) Yes
b) No
42
19) Does the Board explain their responsibilities for preparing the account in the
annual reports?
a) Yes
b) No
20) Are there any reports by the Directors concerning the going concern of the
company and their assumptions?
a) Yes
b) No
21) Does the company circulate the required information to the government and other
regulatory bodies?
a) Yes
b) No
b) No
b) No
43
a) In-house
b) Outsourced
30) In case of In-house, how many are members consist the Audit team?
.
31) In case of Outsourced, who is the person responsible as the liaison in the
company?
a) Audit committee
b) Manager
c) CEO
EXTERNAL AUDITORS
32) Has the External Auditor been appointed?
a) Yes
b) No
b) No
44
a) Yes b) No
37) Are you satisfied with the way the BAPCCUL is controlled and directed?
a) Yes
b) No
38) If not satisfied with the control and direction, please state the reason(s):
45
QUESTION
MEMBERS
Yes
No
NA
BOARD
Yes
No
NA
EMPLOYEES
Yes
No
NA
1
2
3
4
5
80
0
10
70
10
30
100
0
0
80
0
20
60
0
20
80
20
20
6
7
8
9
10
0
70
0
30
80
60
0
75
60
0
40
30
25
10
20
0
100
0
40
100
75
0
70
60
0
25
0
30
0
0
0
90
0
20
80
90
0
90
70
10
10
10
10
10
10
11
60
30
10
90
10
80
10
10
12
70
20
10
80
10
10
90
10
13
14
15
100
16
70
20
10
17
60
30
10
18
60
100
70
19
30
50
30
20
40
60
40
21
30
100
100
22
60
20
20
80
80
23
90
10
100
70
20
10
24
25
26
27
28
29
30
31
32
95
100
80
20
33
75
25
90
10
90
10
34
40
40
20
70
20
10
70
30
46
36
80
10
10
80
20
70
20
10
37
65
20
15
70
20
10
60
40
38
70
20
10
80
20
50
40
10
35
PERCENTAGES %
0
1
2
3
4
5
6
7
8
9
10-13
0
10
20
30
40
50
60
70
80
90
100
PERCENTAGES %
0
10
20
30
40
50
60
70
80
90
100
47
PERCENTAGES %
0
5
10
15
20
25
30
35
40
45
50
55
60
65
70
75
80
85
90
95
100
APPENDIX 2:
An Evaluation of the Quality of Corporate Governance in Bamenda Police Co-operative
Credit Union LTD (BAPCCUL) and Impacts on Key Stakeholders
48
APPENDIX 3:
BOARD OF DIRECTORS AND COMMITTEE MEMBERS
An Evaluation of the Quality of Corporate Governance in Bamenda Police Co-operative
Credit Union LTD (BAPCCUL) and Impacts on Key Stakeholders
49
VICE PRESIDENT
MEMBER
MEMBER
MEMBER
MEMBER
MEMBER
VICE PRESIDENT
MEMBER
SUPERVISORY COMMITTEE
CHAIRPERSON
SECRETARY
MEMBER
MEMBER
MEMBER
50
MEMBER
MEMBER
MEMBER
MEMBER
51
General meeting
Supervisory
committee
Women
committee
Board of
directors
Credit
committee
Education
committee
MANAGER
Admin clerk
Assistant manager
Loan officer
Senior
accountant
Education and
PR officer
Management IMF
system
Loan clerk
Account clerk
Cashier
Office clerk
52
GLOSSARY
ACCA: Association of Chartered Certified Accountant.
Audit (n): The examination of the books and accounts of a company.
Audit committee (n): A committee of a companys board of directors that monitors finances,
on which the companys Executives cannot sit.
Auditor (n): A person who audits.
Board members (n): A group of directors elected by the members to run the company.
CAMCCUL: Cameroon Cooperative Credit Union League.
COBAC: Commission Bancaire de l'Afrique Centrale.
Combined Code: A principle-based approach of corporate governance used in the UK.
Community: A group of people living in a particular local area.
Corporate governance: The way an organization is run, including the power of the Board of
Directors, audit committee, ethics treatment of workers, salaries etc.
Credit risk: Risk that a borrower may not be able to repay his loan.
Credit union (n): A group of people who pay in regular deposits or subscription, which earn
interest, that are use to give loans to others.
Director: A member appointed by other members to run the company or sit at the
committees of the company.
Ethical code: A system of principles governing morality and acceptable conduct.
Executive Director: Director that pays full time attention to the work of the company.
Foreign exchange risk: Risk resulting from the change in the price of foreign currency.
Independent: That all matters relating to the assignment and independence in mental attitude
are to be maintained by the auditors. This means freedom from bias, which is possible even
when auditing one's own business (independence in fact). It is important that the auditor be
independent in appearance (that others believe the auditor is independent).
Internal control: Internal control policies and procedures are designed to provide reasonable
assurance that specific entity objectives will be achieved. It consists of the control
An Evaluation of the Quality of Corporate Governance in Bamenda Police Co-operative
Credit Union LTD (BAPCCUL) and Impacts on Key Stakeholders
53
54
Strategic risk: Risk due to weak governance, weak leadership, poor strategic relations,
regulatory and administrative reasons.
Skills: The ability to do something or make use of knowledge.
Non executive board members: Members who are not involved in the daily management of
the company but are present in the committees.
Operational risk: failure of internal system, processes, technology, humans or external
parties.
55