We are confident that we have the best essaywriters in the market. We have a team of experienced writers who are familiar with all types of essays, and we are always willing to help you with any questions or problems you might face. Plus, our writers are always available online so you can always get the help you need no matter where you are in the world.
Order a Similar Paper Order a Different Paper
Hi, there are 3 study cases that I have attached through, each case they need us to read and identify the theme, issue and applying theory such as agency theory, legitimacy theory, stakeholder theory and institutional theory. And there is case preparation file for each case. Please help me out with this, thank you.
Hi, there are 3 study cases that I have attached through, each case they need us to read and identify the theme, issue and applying theory such as agency theory, legitimacy theory, stakeholder theory
Merran Hill’s difficult year It is November 2020 and after disappointing profits in the previous year, Merran Hill’s Board is dealing with some significant strategic issues to improve performance in the 2021 financial year (1 July 2020 to 30 June 2021). Company background Merran Hill is an Australian company that makes and sells chocolates. It is based in Melbourne and has shops in Melbourne, Sydney and Adelaide. Its factory is based in Portland, Victoria where unemployment rates are high and the local government is very supportive of any industry it can retain to support the local economy. It is the largest privately owned confectionary manufacturer in Australia. It takes its name from the home town of its founder, who sold the company to its current owner, Miles Rubenic seven years ago. Mr Rubenic has a small portfolio of companies he owns but does not operate, preferring to pursue his property development interests. He places key people in the companies he owns and leaves them to run them. He sets challenging targets for both long and short term performance and links the senior managements’ remuneration packages to achievement of the targets. Merran Hill operates solely in Australia, although its products are sold worldwide through distributors. Its three main products are ChocMint, ChocAlmonds and Berry Delight. The Board of Directors of Merran Hill is responsible for strategic decisions and defines the means for achieving the goals of the company. It approves the financial report and makes decisions relating to the appointment of key personnel, as well as the external auditor. The Board of Directors consists of two executive and two non-executive members. Executive Directors Erin Banner Ms Banner was appointed as CEO of Merran Hill by Miles Rubenic in 2014. She completed a Bachelor of Commerce from Deakin University and later attended Harvard Business School. Before joining Merran Hill, Ms Banner held top executive positions for 20 years with Lindt & Sprungli and Darrell Lea in Europe and Australia. Other Boards Ms Banner is a member of include the Bank of Miburn and the Australian Foundation of Company Directors (AFCD). Jane Oh Ms Oh has run her own successful chocolate business for 30 years. She started making chocolate from her own kitchen when she was a young mum of two. Gradually, through word of mouth, what started off as a hobby, turned into a lucrative business, with hundreds of orders coming through on a daily basis. Ms Oh’s husband quit his job and together, they started the OMG chocolate franchise. Many years later, Ms Oh’s husband decided to retire and devote more time to their grandchildren. The business was sold to Merran Hill in 2020 on the condition that Ms Oh retain a seat on the Board and be employed as the production manager at Merran Hill for a period of five years after which time she expects to retire. Non-Executive Directors Dr Rupert Singh Dr Singh completed his studies with a doctorate in finance and has been a member of the Board since 2009, being retained by Mr Rubenic because of his excellent qualifications. Dr Singh manages his own accounting firm and also holds a board position at BLP (a top 10 listed Australian company). Mr Peter Boyd Mr Boyd is the Managing Director (MD) of top law firm Madens. He has served on several boards and his advice is often sought by the Board on various risk management, contractual and litigation issues. Considering his role as MD at Madens, Mr Boyd’s time is very limited and he is not able to attend all board meetings. Generally, the Board has worked together well and up until last year the company just met the targets set by Mr Rubenic and the executive directors achieved their bonuses and were able to expand the workforce and continue to sponsor community projects. The drop in profit in the year ended 30 June 2020 came as a shock and the Board is keen to reverse this outcome before it becomes a trend. Competing approaches to the future Members of the Board have been exploring potential strategies to improve performance but some differences in opinion have emerged in the process. Dr Rupert Singh is keen to focus on drilling down through the financials to identify problems and pointed out that the variances between the actual and budget figures for materials are quite alarming. More specifically, he claims that this had a significant role in the failure to meet the budgeted net profit of $1.56m. He directed the attention of the Board to the detailed budget for the 2020 year end prepared by the company accountant – James Khan. Rupert said that James had identified that the main cause of concern was the materials variance. Merran Hill budgeted to spend $1.5m on materials but ended up spending $2.1m (see Exhibit 1). Anxious to resolve this matter, Erin Banner asked Jane Oh what caused the variance. Jane reminded Erin about the need to source cocoa of a higher quality in January 2020 after an article in a reputable newspaper portrayed Merran Hill in a negative light for using inferior cocoa. Jane reminded Erin that she had sent her a copy of the article (see Exhibit 2) and that the Board was outraged about it and had sued the newspaper for damages. As a result of the newspaper article, the Board also gathered for an emergency meeting in January 2020 and agreed that an expert would be engaged to assess the quality of cocoa used. The expert’s results demonstrated that the cocoa quality was not industrial but not A-grade either. The Board had agreed that it was imperative that the cocoa quality was improved. Erin was a bit impatient because Jane was reminding her about something she clearly could not have forgotten, so Jane quickly went on to explain that in the short-term, the decision had been to use more expensive suppliers who only dealt with A-grade cocoa. Because she had needed to act fast, she had only had limited time to perform an analysis of several suppliers and ended up picking a competitor’s supplier, ChocRus Ltd, and was not in a position to negotiate any discounts. Jane went on to talk about some difficulties with other suppliers being unreliable and causing production delays. Over the years, it is not just materials that have been problematic, production costs have increased dramatically due to higher wages and specialised machinery. When Jane joined the company her experience was with smaller scale production and she struggled to manage the complex production systems at Merran Hill. She is now feeling the pressure of the increased scrutiny of the production side of the business but has a secure tenure so is not too concerned. Given the increased pressure on her, Jane is particularly conscious that increased costs might be a factor in the dip in performance, so she encouraged the Board to consider outsourcing the production of Berry Delight. She argued that the consistent difficulty in the production process for a soft-centre chocolate is causing problems in the production of the other products too. Cutting the Berry Delight also meant a greater reduction in costs than for the other two products, because it is more labour intensive. She understood the factory manager’s reluctance to put people out of work but the only way Jane could see to get back on track in the short term was to outsource production of Berry Delight. Jane undertook some research on companies the production could be outsourced to and came up with two alternatives. The first alternative is Barry Gallebaut in Switzerland. The Barry Gallebaut Group is the world’s leading manufacturer of high-quality chocolate and cocoa products. Focused on innovation, they provide a wide range of services and are committed to sustainable cocoa production. The second alternative is Madou Ltd in Vietnam. Newly established, Madou would be 30% cheaper than Barry Gallebaut. Jane observes that back in 2014, Vietnam achieved a ‘good’ rating from Gartner, the world’s leading information technology research company and was named as one of the top 30 countries for offshore services. At the next Board meeting, Jane presented both alternatives to the Board. Some Board members are a bit concerned about Vietnam, and are unsure about what protection the company would have under fair trade practice regulations there and the problems that may be caused by cultural differences. It was agreed that cost would not be the decisive factor in the decision because of the importance of protecting Merran Hill’s reputation for fine chocolates and the risk to the whole business if an outsourcing partner did not deliver a quality product. Erin Banner asked Peter Boyd to provide a brief on the potential to build into the contract with the outsourced partner protection for Merran Hill. Peter did not attend the next Board meeting, however, and in the meantime, Rupert Singh decided to look into the strength and reliability of Vietnam’s trade practices. Jane Oh had some preliminary discussion with Madou who offered to manufacture 100,000 boxes of Berry Delight at a cost of $1.65m for the 2021 financial year. James Khan (the company accountant), has gathered information to assist in the evaluation of the proposal (see Exhibit 3). Currently the decision is still pending but a recent email from Rupert Singh has caused concern amongst the Board members (see Exhibit 4). Erin questioned why the company would specifically want 100,000 boxes and Jane advised that this was based on the prior year actual sales for Berry Delight. Erin advised that, based on her experience, it might be a good idea for the Board to consider moving to a process of rolling forecasts, the key reason being that market dynamics and business growth rates have been changing rapidly. The Board is also keen to determine the optimal stock of Berry Delight to have on hand. The idea is to make sure that the shops do not run out of inventory but do not have excess inventory either as this would mean extra storage costs. To assist with the efficient management of inventory, the Board asked James to consider if there are any appropriate management accounting techniques to do this. James collected the information in Exhibit 5 as a basis for considering the inventory problem. James Khan is not on the Board and has been uncomfortable with what he perceives to be the lack of focus in the decision making. He takes an opportunity to suggest to Erin that it would be a good idea to undertake a review to determine whether its product mix is optimal and represents the best use of the company’s resources. Erin is convinced that they should not produce Berry Delight themselves based on Jane’s many complaints about the complexity of producing a soft-centred chocolate in significant volumes. So, Erin agrees that there is a need to assess which of the two remaining products to keep and in what quantities. Disappointed that a more comprehensive analysis is not to be undertaken, James recognises however that even this study requires significant amount of work including a market summary of the current situation, forecast future demand and price sensitivity. He starts by talking to Jane Oh. Jane raised a concern that she has had for a while in relation to one of the machines used in the production of ChocMint and ChocAlmond. The regular machine is used for both chocolates and is extremely expensive. The capacity constraint of the regular machine is becoming more urgent, and Jane supports the proposed analysis of the two remaining products because her view is that there are two options: either purchase a new regular machine, or discontinue either ChocMint or ChocAlmond. James discusses options for financing a new machine with Rupert Singh who argues that Merran Hill does not currently have the necessary cash flows to acquire it and he suggests not to look into leasing opportunities for now. James didn’t say anything at the time, but he is sure that he could talk Rupert into considering leasing because of the advantages of off-balance sheet financing. Rupert agrees that product discontinuation should be considered though, and would like to see the analysis when it ready. James collected the information in Exhibit 6. As he was pondering the year to come he struggled with how he could contribute to improving the performance of Merran Hill and whether or not the Board would soon be considering cutting back on the local community projects the company had been sponsoring at his suggestion. ~~~~~ Ms Banner felt the Board needed external input to break through the impasse that was preventing the Board from really understanding and addressing the issues they faced. She convinced the Board to appoint your team as consultants for the company. Your brief is to identify and investigate the key issues for Merran Hill and write a report to the Board. ~~~~~ EXHIBIT 1 Budget variance for Merran Hill 30-Jun-20 30-Jun-20 Actual Budget Variance % Var Boxes sold 242,000 240,000 2,000 1% $ $ $ Sales revenue $ 7,018,000 $ 6,960,000 $ 58,000 1% Cost of goods sold Materials $ 2,100,000 $ 1,500,000 $ 600,000 29% Direct labour $ 2,400,000 $ 2,350,000 $ 50,000 2% Variable overheads $ 475,000 $ 480,000 -$ 5,000 -1% Fixed overheads $ 714,000 $ 720,000 -$ 6,000 -1% Total Cost of goods sold $ 5,689,000 $ 5,050,000 $ 639,000 11% Gross profit $ 1,329,000 $ 1,910,000 -$ 581,000 -44% Other costs $ 345,000 $ 350,000 -$ 5,000 -1% Net profit $ 984,000 $ 1,560,000 -$ 576,000 -59% EXHIBIT 2 Merran chocolates – is it all downhill? Local chocolate giant Merran Hill accused of using inferior cocoa. Our sources confirmed that Merran Hill uses cocoa beans from origins that are inconsistent in quality or prone to off-flavours. Our sources provided the information based on the outcomes of a project supervised by the International Cocoa Organisation (ICCO), which states that there is no single universally-accepted criterion to assess cocoa quality but that some common criteria include the generic origin of the plant, morphological characteristics of the plant, flavour and chemical characteristics, colour, degree of fermentation, drying, acidity and off-flavours. These criteria were applied to the cocoa used by Merran Hill and it was assessed to be industrial grade cocoa is being used. This is a far cry from the high-end expectations of customers paying top dollar for the small but exclusive range of chocolates advertised as being the best in Australia. Merran Hill was contacted for comment and was prompt to deny the ICCO findings but was either unable or unwilling to provide evidence of the supply chain provenance of the chocolate used in production in the last six months. EXHIBIT 3 For the 2021 financial year, Merran Hill could manufacture 100,000 boxes of Berry Delight at the following costs. Berry Delight costs Cost type $ Direct materials 600,000 Direct manufacturing labour 1,000,000 Manufacturing overhead 300,000 Total 1,900,000 Additional information collected by James includes the following: Only 20% of the manufacturing overhead is truly variable. Of the remaining fixed portion: $200,000 is an administration overhead that will not change even if the production of Berry Delight is outsourced to Vietnam; $40,000 is fixed manufacturing overhead related to the production of Berry Delight, which will stop if the production is outsourced to Vietnam. EXHIBIT 4 Board members received the following email from Dr Rupert Singh: Dear Board members, I hope this email finds you well. Earlier this morning, I received an anonymous letter in the mail. The letter specifies that Merran Hill should refrain from doing business with Madou. The reason given is that Madou only uses 10% cocoa in its chocolate production. The remaining 90% is carob powder, a substitute of cocoa made from the carob tree. The email also suggested that Madou is sourcing the carob powder from plantations that use child labour. This raises ethical issues which I believe should be addressed by the Board, in order to avoid a scandal that might be similar to the 2016 horsemeat scandal in the UK. I am looking forward to your comments on this matter. Regards, Dr Rupert Singh EXHIBIT 5 Yearly demand Berry Delight 100,000 Cost per order $50 Carrying cost per box $5 EXHIBIT 6 ChocMint is made on a regular machine while ChocAlmond requires the regular machine as well as a sophisticated machine. James has provided the following data in relation to the two products. ChocMint & ChocAlmond costs Description ChocMint ChocAlmond Selling price per box $26 $29 Variable cost per box $19 $21 Total fixed overhead costs $200,000 $240,000 Hours to produce 1 box on regular machine 0.5 0.6 The capacity constraint on the regular machine is 65,000 hours. There is no capacity constraint on the sophisticated machine. The fixed overhead costs of using the sophisticated machine includes an annual lease payment of $120,000 which is cancellable anytime without any penalties. 12
Hi, there are 3 study cases that I have attached through, each case they need us to read and identify the theme, issue and applying theory such as agency theory, legitimacy theory, stakeholder theory
Rio Tinto “Rio Tinto operates under a dual listed companies (DLC) structure. This structure is designed to place the shareholders of Rio Tinto plc and Rio Tinto Limited in substantially the same position as if they held shares in a single entity owning all of the assets of both companies. Under the DLC structure, the businesses of Rio Tinto plc and Rio Tinto Limited are managed together, the boards of directors of each Company are the same, and shareholders of each Company have a common economic interest in the DLC structure.” https://www.riotinto.com/en/invest/shareholder-information/dual-listed-companies-structure “As pioneers in mining and metals, we produce materials essential to human progress. Iron ore for steel. Aluminum for cars and smartphones. Copper for wind turbines, electric cars and the pipes that bring water to our home. Borates that help crops grow, titanium for paint – and diamonds that celebrate the best things in life. We work in 36 countries – in mines, smelters and refineries, as well as in sales offices, data centres, research and development labs and with artificial intelligence. Our geologists explore the Earth’s wildest terrain. Our wildlife specialists work to protect and conserve grizzly bears in Canada and migratory shorebirds in Western Australia. Our marketing teams make sure our essential materials meet the specific needs of customers around the world. We are home to one of the world’s largest robots and maybe one of the smallest – we call him Mark. We built a wind farm 200 kilometres south of the Arctic Circle to help power our diamond mine, and in 2018 became the only major mining company to stop producing fossil fuels, including coal. We want to be part of the solution to climate change, and believe we are. We aim to deliver superior returns to our shareholders throughout the cycle by meeting our customers’ needs, allocating capital with discipline, and investing in high-quality projects and in industries with solid, long-term fundamentals. We were founded in 1873, on the banks of the Rio Tinto river in Andalusia, Spain. We are proud of everything we have achieved. At Rio Tinto, we know our future is even brighter than our past.” https://www.riotinto.com/about Juukan Gorge 2020: the story through the media Is a 46,000-Year-Old Site Less Sacred Than Profits? David Fickling June 13 2020, 5:30 AM June 16 2020, 9:07 AM (Bloomberg Opinion) –https://www.bloombergquint.com/business/rio-tinto-s-demolition-of-sacred-site-doesn-t-match-its-image Copyright © BloombergQuint It seemed like an incident from another era. Rio Tinto Group last month demolished a 46,000-year-old site sacred to the Puutu Kunti Kurrama and Pinikura peoples to make way for an expansion of its Brockman 4 mine in Australia’s iron-rich northwestern Pilbara region. The act has been likened to the destruction of Palmyra by the Islamic State. It wasn’t only the Juukan Gorge caves that were blasted, though. Such a blithe act, and management’s subsequent inability to explain it, has undermined the decades Rio Tinto spent presenting itself as the socially responsible face of the mining industry. How could such an event happen? If you see mining companies the way they like to present themselves — as benevolent middle men, aiding the economic development of formerly colonized peoples while providing materials for the industrial development of the planet — then it’s inexplicable that they could display such indifference at a site nearly three times as old as the Lascaux Caves. That’s mostly a story for the cover of the corporate responsibility report. While mining companies employ plenty of people sincerely committed to land rights and no doubt believe much of their own rhetoric, a middle man isn’t working for the sake of his suppliers or customers —he’s trying to maximize his own returns. When you’re dividing up the pie from selling mineral products, any cash spent giving landowners just compensation is money that’s not going to shareholders. Rio Tinto has spent decades burnishing a reputation for treating landowners better than some of its peers — but it’s a lot easier to be the good guy when the deck is so heavily stacked in your favor. As in many parts of the former British Empire, ownership of land in Australia was transferred to the Crown by a legal fiction upon European invasion in 1788. Until the middle of the 20th century, Aboriginal people in remote areas often worked as ranchers or servants in return for tobacco, sugar, tea and clothing — conditions not many rungs above slavery. The current disparate Indigenous Australian land-rights regimes were established from the 1970s to the 1990s against that backdrop. Despite the triumphs of figures such as Vincent Lingiari and Eddie Mabo in using strikes, political appeals and legal cases to win formal rights over land, campaigners have always had to fight off the back foot. The result isn’t hard to see on a visit to an outback Aboriginal community. Despite the fact that such areas host some of the world’s most lucrative mines, Indigenous Australians die about 14 years younger than their non-indigenous neighbors in remote areas. In the most isolated regions, they’re paid just 28 cents for every dollar earned by others and four out of 10 households are overcrowded. I’m from the U.K., where landowners still form an aristocracy that includes many of the country’s richest people. It’s depressing that as a migrant to Australia, I’m better off than most of the traditional owners on whom this country’s wealth was built. This manifest injustice is explained in a variety of ways. Legally, land rights for Indigenous Australians are considered to have been “extinguished” if they were driven off their land in the past to make way for ranching, mining, real estate or infrastructure. That formula, one of the cornerstones of the country’s so-called native title system, bestows a blessing on a historical act of theft, rather than seeking to redress it. Politically, the miserable conditions that prevail in many remote Aboriginal communities are blamed on social breakdown and the perception (often justified) that money spent on Indigenous advancement has been wasted on corruption and mismanagement — in essence, blaming Indigenous people for their own dispossession and exploitation. For all that such problems are attributed to a surfeit of “welfare,” though, Australia spends just A$3.3 billion ($2.26 billion) a year on Indigenous-specific government programs, with much of that budget dedicated to closing inequalities in education and health. That’s far less than the A$14 billion or so a year that state and territory governments get from mining royalty payments. A first step toward reversing this would acknowledge the immense damage that mining and industry can do to landscapes that are an essential part of the world’s cultural legacy. Aboriginal people were the first to colonize a new continent by sea, and were grinding seeds for flour and stone to make axe-heads 20,000 years before the same technologies helped kick-start the agricultural revolution in ears before the same technologies helped kick-start the agricultural revolution in the Fertile Crescent. At Murujuga near the Pilbara iron ore port of Karratha, a nominated world heritage site hosts more than a million petroglyphs — including depictions of extinct megafauna and the oldest carved images of human faces — hard against an LNG terminal, explosives factory and fertilizer plant. The destruction of the Juukan Gorge caves wasn’t an isolated incident. The Pilbara is thick with such cultural artifacts. A few days later, BHP Group received approval from Western Australia’s government to demolish 40 sites. Fortescue Metals Group Ltd. is seeking similar permission to expand its Solomon mine, where excavated sites include a cave whose occupation dates back 60,000 years. The solution isn’t to stop mining. In communities that have suffered neglect by the state, these companies are often welcomed as the only partners in economic development — but the current regime is clearly not working for traditional owners. What resources companies have always sought is a “social license to operate.” For too long, though, those notional licenses have been handed out in return for relatively paltry royalty payments, often in the form of in-kind agreements to employ local workers and provide health, education and infrastructure that the state fails to fund properly. What’s needed is legal and political change. Australia’s native title laws skew the playing field in favor of resources companies, and must be reformed to give local communities rights to a larger share of the billions of dollars their land produces. The deal that South Australia state recently handed out to mostly white farmers with little fanfare— a cash royalty on new gas production equivalent to about 1% of the sale price — is the sort of settlement that many Aboriginal groups have fought and failed to win through decades of court battles. There are signs that change may be afoot. Australia’s High Court last month denied an appeal by Fortescue against a 2017 judgment, ensuring the Yindjibarndi people would hold a form of native title close to freehold land ownership. That precedent should strengthen the hand of Indigenous groups in negotiating with mining companies in the future. A separate judgement last year also gave more guidance for how the value of native titles should be assessed, and found it to be substantially above the sort of sums that have typically gone to title-holders. If similar payments were assessed for even just 5% of native title land, traditional owners would be entitled to some A$280 billion, according to one analysis of the case by law firm MinterEllison. In the Australian context, such enormous numbers are generally regarded as evidence that Indigenous land claims are politically impractical. In fact, they’re a small demonstration of the scale of what has been stolen. It’s well past time for those right to be restored. In some cases such “stolen wages” practices went on until the 1970s. After the 1950s notional cash salaries were normally paid, though often they were credited to trust accounts that Indigenous workers couldn’t easily access, and that governments often plundered for unrelated spending. The term “traditional owners” is used in Australia to encompass Indigenous people with freehold ownership of their land, as in parts of the Northern Territory; those who have more limited rights after winning native title cases; and those who haven’t won any formal legal recognition of their land rights, as in most urban areas. This column does not necessarily reflect the opinion of the editorial Rio Tinto blasted ancient Aboriginal caves for $135m of iron ore By Nick Toscano and Hamish Hastie Sydney Morning Herald August 7, 2020 — 11.38am https://www.smh.com.au/business/companies/rio-tinto-blasted-ancient-aboriginal-caves-for-135m-of-iron-ore-20200807-p55jia.html Mining giant Rio Tinto decided to destroy two 46,000-year-old Aboriginal rock shelters in order to access $135 million worth of iron ore that would not have been available under alternative mining plans avoiding the culturally significant site. The nation’s second-largest miner has faced a storm of condemnation after legally destroying the ancient site in Western Australia’s Juukan Gorge, against the will of the land’s traditional owners, on the Sunday before National Reconciliation Week. Fronting a federal parliamentary inquiry into the events on Friday, Rio Tinto CEO Jean-Sebastien Jacques outlined how the miner had considered four options to expand its Brockman 4 iron ore mine in 2012-13, three of which would have avoided the Juukan shelters by varying distances. But the company opted for a fourth option, Mr Jacques said, which involved destroying the site in order to access a greater amount of higher-grade iron ore. “The difference was 8 million tonnes of higher-grade iron ore,” Mr Jacques said. The value of that volume of the steelmaking raw material at the time was estimated to be $135 million, he added. In 2019 Rio Tinto shipped 327.4 million tonnes of iron ore from the Pilbara. Under questioning, Mr Jacques said the land’s traditional owners – the Puutu Kunti Kurrama and Pinikura (PKKP) people – were never told there were other options that could have protected the Juukan Gorge site. “The PKKP was not made aware that four options were available in 2012 and 2013,” he said. “Only one option was presented to the PKKP.” Warren Entsch, chair of the Joint Standing Committee on Northern Australia, said he was disturbed by the fact the PKKP were not fully informed about other possible mining plans, and wanted the inquiry to delve further into the matter at a later date. Report reveals Rio Tinto knew the significance of 46,000-year-old rock caves six years before it blasted them RN Breakfast ABC News https://www.abc.net.au/news/2020-06-05/rio-tinto-knew-6-years-ago-about-46000yo-rock-caves-it-blasted/12319334 By Gregg Borschmann Posted: Friday 5 June 2020 at 7:08am, updated Friday 5 June 2020 at 2:52pm Evidence of more than 40,000 years of human habitation was discovered during the excavation of one of the Juukan rock cave sites in 2014.(Supplied) Mining giant Rio Tinto was alerted six years ago that at least one of the caves it blasted in Western Australia’s Pilbara region last month was of “the highest archaeological significance in Australia”. Key points: Reports on the site describe one of the caves as the “only one in the Pilbara to contain such aspects of material culture” Rio Tinto was advised of the heritage significance before the $15 billion expansion of its Pilbara mines Traditional owners opposed the destruction of the caves in a 2015 documentary funded by Rio Tinto. The cave sites were among the oldest in Australia, with evidence of continuous human habitation going back 46,000 years. Advice delivered to Rio Tinto and the Puutu Kunti Kurrama and Pinikura (PKKP) Indigenous people of the region six years ago was never publicly released. The ABC has been given a summary of the contents of the report, as well as earlier archaeological survey work and excavations at the sites dating back to 2004. The documentation of the 2014 report by archaeologist Dr Michael Slack confirmed one of the sites that was blasted, the Juukan-2 (Brock-21) cave, was rare in Australia and unique in the Pilbara. “The site was found to contain a cultural sequence spanning over 40,000 years, with a high frequency of flaked stone artefacts, rare abundance of faunal remains, unique stone tools, preserved human hair and with sediment containing a pollen record charting thousands of years of environmental changes,” Dr Slack wrote. “In many of these respects, the site is the only one in the Pilbara to contain such aspects of material culture and provide a likely strong connection through DNA analysis to the contemporary traditional owners of such old Pleistocene antiquity.” Michael Slack said he believed there was more excavation work to be done on Juukan Gorge before the area was blasted by Rio Tinto. Dr Slack and his team removed 7,000 artefacts from the caves in 2014 and the executive summary states: “The results of the excavations at Brock-21/Juukan-2 are of the highest archaeological significance in Australia.” Rio Tinto funded documentary celebrating the caves Rio Tinto seemed to be aware of the unique value of the site the year after they received the archaeological report and in 2015, the mining company funded a documentary called Ngurra Minarli, which means In Our Country. 7,000 artefacts were discovered during the excavation of the Juukan-2 site.(Supplied) The documentary featured PKKP traditional owners expressing concern about protecting the remaining cultural sites in the area, including the Juukan rock caves. Traditional owner Harold Ashburton said he had recently taken his two sons to the area. “I showed them Brockman, where my grandfather was born, first time they’d been out in a grandfather’s country,” he said in the documentary. “They turned and said, ‘It’s f***ed because of mining. What [have] they done to the country?” In an interview with RN Breakfast, Chris Salisbury, chief executive of Rio Tinto iron ore described the destruction of the caves as a “misunderstanding”. He said the company was sorry for the “distress and anguish” of the PKKP people and took “full accountability”. “Something’s gone terribly wrong here and we’ve committed to a comprehensive review of all of our heritage process and moreover committed to advocating for legislative change to prevent this sort of thing happening, should it be necessary,” Mr Salisbury said. “We can’t move back, we can’t keep looking backwards, we want to repair our relationship with traditional owners.” Rock shelters were already doomed Rio Tinto’s Brockman 4 mine was expanding and operating less than one kilometre away from the Juukan rock cave sites when Dr Slack’s team conducted its 2014 excavation of the site. The dig excavated down 1.8 metres to bedrock across a 15-square-metre section in the centre of Juukan 2. It revealed compelling new evidence for the rarity and importance of both Juukan 1 and Juukan 2. The Juukan caves were excavated in 2014 and determined to be of the “highest archaeological significance”.(Supplied) However, because the dig was described by Dr Slack as “extensive salvage excavations” it appeared that by 2014, both caves were already doomed. Only months before the dig started, Rio Tinto secured a Section 18 consent under the WA Aboriginal Heritage Act in December 2013. The permit meant the company could not be prosecuted for “excavating, destroying, damaging, concealing or in any way altering any Aboriginal site”. This consent was issued by the WA Registrar of Aboriginal Sites despite an earlier report in December 2008 by Dr Slack, pointing to “high archaeological significance” of at least three sites in the region, which included the two Juukan caves. The first archaeological assessment of the caves, recommending further research and possible listing and protection under WA heritage law, was done in 2004. Among other sites, it recommended the caves “should be avoided” by the company and its employees because they contained “a significant amount of cultural material”. Rio Tinto was given permission to blast Juukan Gorge 1 and 2 under Section 18 of the Aboriginal Heritage Act.(Supplied: Puutu Kunti Kurrama And Pinikura Aboriginal Corporation). For his 2008 report, Dr Slack did test excavations of 12 rock shelters and additional recording and mapping at 20 open-artefact scatters around Mount Brockman and the upper watersheds of Boolgeeda Creek, Duck Creek and the Beasley River. “Of the sites recorded, most (30) are considered to be of low archaeological significance 30, nine are considered to be of medium significance, and three are assessed as being of high archaeological significance,” Dr Slack reported. Twelve years before they were detonated, Dr Slack had already singled out the Juukan caves as being especially important. “BROCK-21 [Juukan 2] is assessed as being of high archaeological significance,” he wrote. “Our excavations have indicated that the deposit is of great antiquity and has the potential to be even older.” “Although we have only presented some initial analysis in this report, there is much more refinement that is needed to be done to the analysis of both stone and bone.” But the report stated that even “at this early stage of analysis, we can definitively show that the BROCK-21 site qualifies” for listing as a protected site under the Aboriginal Heritage Act “on the basis of both research potential and representativeness as being of high archaeological significance”. An expansion of operations by Rio Tinto in 2010 included the Brockman 4 mine near the two rock caves.(Babs McHugh: ABC Rural) Largely as a result of this report, by 2013, the Juukan caves had been placed on the list of protected areas under the act — the same year Rio received permission to destroy them. Dr Slack’s work in 2008 was a prelude to a $15 billion expansion of Rio Tinto’s operations in the Pilbara from 2010, extending existing mines and building new ones to increase iron ore production by 50 per cent. The Brockman 4 mine — fatally for the Juukan caves — was one of those expanding operations. Image copyrightAFPImage captionJuukan Mining giant Rio Tinto has cut the bonuses of three executives over the destruction of two ancient caves in Australia. BBC News 24 August 2020 https://www.bbc.com/news/business-53885695 In May, the world’s biggest iron ore miner destroyed the sacred Aboriginal sites in Pilbara, Western Australia. The company went ahead with the destruction of the Juukan Gorge rock shelters despite the opposition of Aboriginal traditional owners. They were among the oldest historic sites in Australia. The caves showed evidence of continuous human habitation dating back 46,000 years. Rio Tinto’s chief executive Jean-Sebastien Jacques will lose a total of £2.7m. Chris Salisbury, chief executive of iron ore, and Simone Niven, group executive of corporate relations, will lose payouts of more than half a million pounds each. The company, whose shares are listed in both London and Sydney, said it would provide more details on the bonus cuts in its 2020 remuneration report. All three will remain in their roles. “It is clear that no single individual or error was responsible for the destruction of the Juukan rock shelters,” said Rio Tinto chairman Simon Thompson. “But there were numerous missed opportunities over almost a decade and the company failed to uphold one of Rio Tinto’s core values – respect for local communities and for their heritage.” The sites were above about eight million tonnes of high-grade iron ore, with an estimated value at the time of £75m. “We will implement important new measures and governance to ensure we do not repeat what happened at Juukan Gorge and we will continue our work to rebuild trust with the Puutu Kunti Kurrama and Pinikura people,” said Mr Thompson. The review found that while the company had obtained legal authority for the blasts, the decision fell short of the standards and internal guidance Rio Tinto had set for itself. It also found that the firm had failed to properly engage with the Puutu Kunti Kurrama people, the traditional owners of the site. ‘Devastating blow’ After the caves were destroyed, a PKKP representative, John Ashburton, said losing the site was a “devastating blow”. There are less than a handful of known Aboriginal sites in Australia that are as old as this one… its importance cannot be underestimated,” he said, according to the news agency Reuters. “Our people are deeply troubled and saddened by the destruction of these rock shelters and are grieving the loss of connection to our ancestors as well as our land.” Media caption Miriwoong: The push to keep the Australian language alive Mr Salisbury apologised for the company’s actions at the time: “We are sorry for the distress we have caused.” “We pay our respects to the Puutu Kunti Kurrama and Pinikura People,” he added. The PKKP Aboriginal Corporation declined to comment. Rio Tinto CEO, top executives resign amid cave blast crisis By Nick Toscano and Hamish Hastie Sydney Morning Herald https://www.smh.com.au/business/companies/rio-tinto-ceo-top-executives-resign-amid-cave-blast-crisis-20200910-p55uf8.html Updated September 11, 2020 — 4.30pm first published at 9.46am Rio Tinto boss Jean-Sebastien Jacques and two senior executives will be replaced after an investor revolt forced the mining giant’s board to escalate its response to the blasting of the ancient Juukan Gorge rock shelters. Mr Jacques, Rio’s iron ore division boss Chris Salisbury and corporate affairs boss Simone Niven will depart the company within six months, the board said, following a series of crisis meetings held this week. Rio Tinto chief executive Jean-Sebastien Jacques will leave the company by the end of March. In a statement issued on Friday morning, the board said Mr Jacques, 48, would stay as chief executive until the appointment of his successor or until March 31, whichever was earlier. The decision comes after months of escalating pressure from Aboriginal groups, top shareholders and government leaders over Rio Tinto’s decision to destroy the two culturally significant rock shelters in Western Australia’s Pilbara region, which had evidence of continual human occupation tracing back at least 46,000 years. Mr Jacques, Mr Salisbury and Ms Niven – whose department oversees community relations – were last month stripped of $7 million of their 2020 bonuses after a board-led review found they had to bear some responsibility. Rio chairman Simon Thompson said at the time no one would be stood down over the matter, because the board had decided they were the best people to lead the critical reforms to heritage processes that were required. What happened at Juukan was wrong. We are determined to ensure the destruction of a heritage site of such exceptional archaeological and cultural significance never occurs again at a Rio Tinto operation. Rio chairman Simon Thompson. However, the bonus cuts failed to satisfy many shareholders and Indigenous leaders who told board members that docking the pay of well-paid executives fell significantly short of true accountability for the destruction of such a significant site. Mr Thompson said on Friday the dramatic escalation of penalties had been prompted by a series of “important stakeholders” voicing concerns about executive accountability for the failings identified. Native Americans: Rio’s copper plan belies gorge vows Peter Ker 21 August 2020 Financial Review https://www.afr.com/companies/mining/native-americans-rio-s-copper-plan-belies-gorge-vows-20200820-p55nrm Native American groups say Rio Tinto’s plan to build a big copper mine on one of their sacred sites contradicts the company’s vow to improve management of cultural heritage in the wake of this year’s Juukan Gorge debacle in Western Australia. The comments from Apache and environmental groups in the US highlight the global ramifications of Rio’s decision to blast through the culturally sensitive gorge in May, and how inconvenient the timing could be for the company’s plan to build a big new copper mine in Arizona. US regulators were scheduled to file their final environmental impact study into the Resolution Copper project in July, ending eight years of approval processes and triggering a controversial land swap within 60 days. The land swap was engineered by former Republican senator John McCain in 2014 and will allow Rio and its partner BHP access to lands that are believed to contain historical artefacts and human burial grounds. The final study has not yet been published by the US Forest Service and it is unclear whether the coronavirus pandemic or controversy over Juukan Gorge has delayed publication. The San Carlos Apache Tribe told an Australian parliamentary inquiry in the Juukan Gorge scandal that Rio was “greedily seeking” to repeat the “atrocities” of Juukan Gorge at the tribe’s ”Chí’chil Biłdagoteel” sacred site in Arizona, which is more commonly known as Oak Flat. A second coalition of environmental and Apache groups said Rio’s plans at Oak Flat belied the apologies and reform pledges made by the company in the months since Juukan Gorge was blasted. ”It is striking that Rio Tinto, after the destruction of the Juukan Gorge rock shelters, promises ‘to rebuild Rio Tinto ‘s reputation for cultural heritage management’ while in Arizona the company is moving full speed ahead with plans to completely destroy Chí’chil Biłdagoteel,” said the Arizona Mining Reform Coalition in a submission to the parliamentary inquiry. ”We ask that the (inquiry) look carefully not only at Rio Tinto’s past track record on the destruction of sacred sites and cultural sensitivity, but at the company’s plans for the future destruction of sacred sites and culturally sensitive areas. ”What Rio Tinto is planning here in the United States … directly contradicts the statements that Rio Tinto has made to your committee.” The San Carlos Apache tribe have close to 17,000 members and operate two casinos within 70 kilometres of Oak Flat, which is located near the Arizona town of Superior. Rio owns 55 per cent of Resolution and is the mine’s operator, with BHP owning the balance. Resolution is expected to produce 40 billion pounds of copper in concentrate over 40 years, including molybdenum byproducts, via a panel cave more than 2000 metres underground. If the mine produced at a consistent rate over those 40 years, annual production would be about 450,000 tonnes per year; more than double the annual output from BHP’s Olympic Dam mine in South Australia, but around half the annual output of the Escondida mine in Chile. Rio spokesman said the company was determined to ensure traditional owners were consulted on development of Resolution. “The Resolution Copper project is being evaluated and shaped through an ongoing independent process, led by the US Forest Service (USFS) under the National Environmental Protection Act (NEPA),” he said. ”The comprehensive consultation required under NEPA ensures broad public comment and extensive government-to-government consultation with Native American tribes with historical ties to the project area. ”Resolution Copper welcomes the opportunity to continue building on the extensive engagement with Native American tribes, who play an essential role in shaping this project.” BHP does not expect Resolution to be producing copper before 2025. Extracts from Annual Report 2019 (https://www.riotinto.com/en/invest/reports/annual-report) From Rio Tinto Website (accessed 23 December 2020: https://www.riotinto.com/sustainability/climate-change) Our Climate Change Strategy 1. Producing materials essential for a low-carbon future We supply the metals and minerals essential to human progress. Each of the commodities we produce has a role to play in the transition to a low-carbon economy.2. Reducing the carbon footprint of our operations Many of our operations are highly energy-intensive and some of our industrial processes also result in GHG emissions. We are taking steps to enhance productivity and efficiency, as well as exploring alternative sources of energy and developing innovative pathways to reduce emissions. Our ambition is to reach net zero emissions by 2050. Our 2030 targets are to reduce our emissions intensity by 30% and our absolute emissions by 15% (or approximately 4.8mt CO2e).3. Partnering to reduce the carbon footprint across our value chain Climate change will only be solved through collective action by governments, business and consumers around the globe. We are working on innovative partnerships to stimulate action with customers and other partners across the value chain. We are also participating in industry forums and advocating policy positions to promote climate action in a responsible and sustainable way.4. Enhancing our resilience to physical climate risks We consider climate risks over the life of our operations, from the development of new projects through to closure and beyond. We have already experienced extreme weather events at many of our sites and are using scenarios to assess further medium- to long-term risks. More information: https://www.riotinto.com/en/sustainability/climate-change Environmental and climate change issues: the story through the media Rio Tinto launches climate change report 27 February 2019 https://www.riotinto.com/en/news/releases/Climate-change-report-launched Rio Tinto today published Our approach to climate change, which shows how the company plans to contribute to and leverage the transition to a low carbon future. The report uses recommendations from the Task Force on Climate-related Financial Disclosures (TCFD) as a framework to assess the potential risks and opportunities of climate change and related policies. Rio Tinto chief executive officer J-S Jacques said, “Given our decision to strengthen our business and exit coal, we are now the only major mining company with a fossil-fuel-free portfolio, which means we are well-positioned to contribute to a low-carbon future. “The materials we produce, from infinitely recyclable aluminium to copper used in electrification to our higher grade iron ore product, all play a part in the transition to a low-carbon economy. “At Rio Tinto, we have reduced our emissions-intensity footprint by almost 30 per cent since 2008, putting us on track to beat our targets. Renewable energy is now used to produce nearly three-quarters of the electricity we use. “We are aware that we have more to consider on climate change and will work with partners such as the members of the Energy Transitions Commission, Alcoa and Apple, the World Bank and others, to look at further sustainable solutions that enable us to continue to generate profits and contribute to people, the planet and prosperity”. Rio Tinto has publicly acknowledged the reality of climate change since 2005, signed the Paris Pledge in support of the ambition and commitments set out in the Paris Agreement in 2015 and contributes to the United Nations Sustainable Development Goals. Andrew Gray, Director ESG & Stewardship, AustralianSuper and Member, Climate Action 100+, said “Last year Rio Tinto supported the recommendations of the TCFD and we welcome their first report under this structure. 2018 saw the company undertake technological breakthroughs in materials that have a key role in the low carbon transition. We are also encouraged that Rio Tinto has joined the Energy Transitions Commission which takes a multi-sector approach to hard-to-abate sectors like steel”. James Bevan, CIO at charity specialist CCLA, said “2018 saw the completion of Rio Tinto’s strategic exit from coal. Over time the company will face other complex portfolio and operational choices, so it is useful to see initial quantification of the impact of the low carbon transition on different commodities. We look forward to reviewing Rio Tinto’s new targets and metrics for the 2020s: a critical part of the TCFD recommendations and investors’ collective Climate Action 100+ request for Paris alignment”. Climate risks and opportunities have formed part of Rio Tinto’s strategic thinking for over two decades. The company has outlined it will take action in four key areas: 1. Supply essential metals and minerals for the transition to a low-carbon economy2. Reduce emissions from its own footprint3. Identify and assess physical risk exposures4. Partner to advance climate goals Supplying essential materials Policies and technologies that reduce emissions are expected to increase demand for many of Rio Tinto’s products. Electric vehicles use up to six times as much copper as those with internal combustion engines; aluminium’s lightweight properties can reduce fuel use in trucks, cars and planes; and borates are used in energy-efficient building materials. Higher quality iron ore is in demand from customers, such as those in China, to reduce their environmental footprint. Reduce emissions from its own footprint Rio Tinto has consistently beaten its climate change goals since the business first set short-term and medium-term targets in 2008. The company has already reduced emissions intensity by almost 30 per cent from 2008 levels, putting it on track to beat its latest target of reducing emissions intensity by 24 per cent from 2008 levels by 2020. The company is working on targets for 2020 and beyond before current targets expire in 2020. Rio Tinto’s Our approach to climate change report outlines a variety of scenarios and abatement options to help the company achieve its goals and this work will be further refined as targets are set. Identify and address physical risk exposures Rio Tinto continues to take steps to manage its risks and increase the resilience of the business to climate change, as well as position itself for new opportunities. The company has a strong governance process in place and regularly reviews and refreshes its approach to climate change within the corporate strategy framework. Rio Tinto considers the exposure of each of its sites to physical risks related to climate change. The company also tests its portfolio against a range of scenarios mapping the policy and technology pathways necessary to limit global temperature rises. Rio Tinto’s analysis indicates that its business is relatively robust, including against a 2°C scenario, consistent with the goals of the Paris Agreement. Partner to advance climate goals In 2018, Rio Tinto announced a new technology partnership with Alcoa, with support from Apple and the governments of Canada and Quebec, to further develop carbon-free aluminium smelting technology – an industry first. The company also joined the Energy Transitions Commission, the peak body aimed at supporting the transition to a low carbon economy for hard to abate sectors. Rio Tinto believes tackling climate change effectively will require a level playing field, not only across the mining industry, but across all industries and jurisdictions. The transition will be best managed through partnership between government, business and society. The full report is available on our website. Rio Tinto chases greener identity in Australia and China FUMI MATSUMOTO, NikkeiASIA November 28, 2019 04:12 JST https://asia.nikkei.com/Business/Markets/Commodities/Rio-Tinto-chases-greener-identity-in-Australia-and-China Mining giant’s projects seek to cut emissions in carbon-heavy industries A ship at a Rio Tinto aluminum refinery in northern Australia: The mining titan is working to cut carbon emissions in its extraction and processing operations. © Reuters SYDNEY — Rio Tinto is digging for ways to curb greenhouse gas emissions across mining and smelting operations ranging from Australia and the U.S. to China, the company’s largest market. The mining titan will spend about $750 million to expand iron ore operations in northwestern Australia’s Pilbara region. Plans announced Wednesday include a 13 km conveyor belt from the mining pits to a processing facility, which will cut greenhouse gas emissions by 3.5% compared with moving the material by truck. The Anglo-Australian company said it is assessing “additional options to reduce emissions including renewable energy solutions.” Rio Tinto exited the coal business last year as it seeks a greater focus on materials like lithium, a core component for electric vehicles. Rio Tinto, which relies on iron ore for roughly half of its revenue, looks to reduce its carbon footprint further downstream as well. In September, Rio Tinto announced a partnership with China Baowu Steel Group and Tsinghua University in Beijing to develop ways to reduce carbon emissions across the steel value chain. Steel is thought responsible for 30% of all carbon dioxide emissions by the world’s industries, with leading steel producer China among the countries facing the most pressure to curb its environmental impact. China accounts for about half of Rio Tinto’s group revenue, up from roughly 30% a decade ago. “We are committed to partnering with our customers and others to find the most sustainable ways to produce, process and market” our materials, Rio Tinto CEO Jean-Sebastien Jacques said at the time. New steelmaking processes could expand the company’s client base and create licensing opportunities. Rio Tinto also created a joint venture with Alcoa in 2018 called Elysis, aiming to eliminate all direct greenhouse gases from the aluminum smelting process. The business has received investment from Apple. Lithium represents another opportunity, as the element is expected to see a surge in demand for use in electric-car batteries. Rio Tinto said last month that it succeeded in extracting lithium from waste rocks at a borate mine in California. “If the trials continue to prove successful, this has the potential to become America’s largest domestic producer of battery-grade lithium — all without the need for further mining,” said Bold Baatar, Rio Tinto’s chief executive for energy and minerals. The company is considering construction of a $10 million test facility over the next several months with the capacity to produce up to 5,000 tons of lithium carbonate a year — enough to make batteries for 15,000 Tesla Model S vehicles. Rio Tinto to make beer cans ‘infinitely recyclable’ October 7, 2020 News Vanessa Zhou, Australian Mining https://www.australianmining.com.au/news/rio-tinto-to-make-beer-cans-infinitely-recyclable/ Rio Tinto has joined forces with the world’s largest brewer Anheuser-Busch InBev (AB InBev) to make beer cans out of responsibly produced, low-carbon aluminium. This will be a first for the canned beverage industry as the two companies commit to work with supply chain partners to ensure beer cans meet sustainability standards. AB InBev will use Rio Tinto’s low-carbon aluminium made with renewable hydropower along with recycled content. This could slash carbon emissions by more than 30 per cent per can compared with those produced using traditional manufacturing techniques. “Rio Tinto is pleased to continue to partner with customers in the value chain in an innovative way to meet their needs and help produce sustainable products,” Rio Tinto chief executive Jean-Sébastien Jacques said. “Our partnership with AB InBev is the latest development and reflects the great work of our commercial team.” The first one million cans produced under the partnership will be piloted in the United States on Michelob Ultra, which Rio Tinto stated was the fastest growing beer brand in the country. According to Rio Tinto, AB InBev’s packaging supply chain is the largest source of emissions by sector in the company’s value chain. Rio Tinto and AB InBev plan to integrate technology solutions into the brewer’s supply chain, advancing its transition toward more sustainable packaging and providing traceability on the aluminium used in cans. AB InBev vice president of procurement and sustainability, North America, Ingrid De Ryck said the company was constantly looking for new ways to reduce its carbon footprint across its entire value chain. “With this partnership, we will bring low-carbon aluminium to the forefront with our consumers and create a model for how companies can work with their suppliers to drive innovative and meaningful change for our environment,” she said. Shareholders unimpressed by Rio Tinto’s carbon reduction plans file resolution Chantelle Benjamin 4 March 2020, S&P Global Market Intelligence https://www.spglobal.com/marketintelligence/en/news-insights/latest-news-headlines/shareholders-unimpressed-by-rio-tinto-s-carbon-reduction-plans-file-resolution-57409769 Investors in Rio Tinto filed a shareholder resolution indicating dissatisfaction with the US$1 billion carbon reduction plans recently unveiled by the company and a lack of detail on how it plans to reach a target of net zero emissions by 2050. Shareholders want the company to start disclosing “short, medium and long-term targets for its scope 1, 2 and 3 greenhouse gas emissions and performance against those targets,” according to a March 4 filing. The mining giant has faced other shareholder resolutions in connection with its carbon emissions, with a resolution in early February calling for targets on its customers’ emissions, and one in March 2019 asking the company to report direct emissions and those of its customers in greater detail. While Rio Tinto sold its last coal mines in 2018, the company produces iron ore used in steelmaking, which is a large contributor to carbon emissions, and investors are maintaining pressure on the company to help the sector reduce its carbon footprint. The company released its second climate change report in late February as it announced plans to invest around US$1 billion within five years to support its objective for net-zero emissions from operations by 2050, aiming to cut its emissions intensity by 30% and its absolute emissions by 15% relative to 2018 levels. The report received criticism for not including scope 3 emission targets, as the debate moves away from scope 1 and 2 reporting and toward indirect emissions. Competitors BHP Group and Vale SA have outlined plans to introduce scope 3 targets and Glencore PLC estimated its indirect emissions will drop 30% by 2035 as thermal coal reserves in Colombia and South Africa are depleted, Financial Times (London) reported Feb. 26. Rio Tinto CEO Jean-Sébastien Jacques recently said the company’s peers were able to make those commitments because they produce fossil fuels and can, therefore, control their scope 3 emissions, according to the Financial Times report. On a recent media call, the CEO highlighted the company’s exit from the coal sector, a joint venture focused on carbon-free aluminum smelting and a memorandum of understanding in China aiming to reduce emissions across its value chain. “The more green aluminum and copper you produce, the better it is for the planet,” Jacques said. “So for us, setting scope 3 targets and potentially shrinking the business of our customers does not make any sense whatsoever.” Rio Tinto’s climate of incoherence Robin, Myriam; Aston, Joe, The Australian Financial Review; Melbourne [Melbourne]28 Feb 2020: 40. There goes that supreme iron ore machine Sam Walsh and Chris Lynch built at Rio Tinto, disgorging a further $US7.2 billion ($11 billion) in cash. Only against this flush backdrop is their eccentric successor Jean-Sébastien Jacques allowed to persist with his nauseating greenwashing. While he’s cutting cheques of this many zeros he could launch a space mission for exploitable minerals and institutional investors would slow clap. “Our ambition is clear: to get to net-zero by 2050,” he boldly declared on yesterday, but confessed, immédiatement, to having found no way of achieving it. “We do not have a road map but we are working on it.” That’s right – Rio has in mind an elegant number, and nothing else. Plainly, JS is the Bill Shorten of global resources. “It means all of our future growth will need to be carbon neutral,” Jacques added, even observing specifically that “the global task of reducing carbon emissions will require … decarbonisation of energy generation”. But only two weeks ago, he decided to build a coal-fired electricity plant to power his copper mine in Mongolia. After the impact of its construction, this monstrosity will besmirch the atmosphere with around 2.1 million tonnes of CO2 annually for the next 40 years. Retiring the equivalent carbon credits will replant three Amazons. The cost of its construction – $US924 million – neutralises almost entirely Rio’s $US1 billion “of climate-related spend over the next five years”, also unveiled on Thursday, and utterly dwarfs the $US98 million it is outlaying for solar power and battery storage at a new Pilbara mine. Jacques’ fidelity to incoherence is worthy of its own academic study. He speaks nonsense on a grotesque scale. “This is a massive undertaking,” he says. No, it is an undertaking of no established price, scale, range, volume, capacity or extent. It is a glib fantasy. And yet steadfastly, he declines to join BHP (and Vale) in taking “a product stewardship role for all emissions across our value chain” and to “set public goals to reduce scope 3 emissions”, those caused by the refining of their iron ore into steel. Beyond starry headlines, here the hard graft lies. This refusal perfectly captures the emptiness of Rio’s noisy climate “undertakings”, the difference between burnishing credentials and polishing yourself. The way Jacques bloviates, he deserves his own seat on Larry Fink’s Emissions Express. Rio Tinto says pandemic no excuse to delay climate action Peter Ker, Financial Review Apr 9, 2020 – 11.14am https://www.afr.com/companies/mining/pandemic-no-excuse-to-delay-climate-action-rio-tinto-20200409-p54ii4 Governments must take “urgent” action on climate change, even as they confront the twin crises of pandemic and economic recession, says Rio Tinto chairman Simon Thompson. The coronavirus outbreak forced Rio to cancel its normal annual meeting of British shareholders on Wednesday, and replace it with a telephone conference where shareholders asked questions of Rio management. Mr Thompson said governments must not put climate change on the backburner, even amid the global pandemic crisis. ”As the world confronts the immediate crisis of covid-19, it is vital that we do not ignore the longer term challenge of climate change,” he said. ”If the world is to achieve the targets set out in the Paris Agreement, urgent, co-ordinated government action is essential. ”To create incentives, such as carbon pricing, for industry to invest in new low-carbon technology for these ‘hard to abate’ sectors. And to maintain the competitiveness of trade-exposed industries during the energy transition.” Mr Thompson’s call to arms on climate comes six weeks after Rio chief executive Jean-Sebastien Jacques issued an unusually frank challenge to his shareholders, telling them to clarify whether they were willing to tolerate dividend cuts in exchange for investment in emissions reduction projects. Mr Jacques’ challenge came with a warning that many of the projects that Rio was considering to reduce its emissions footprint would not deliver the rates of economic return the company usually demanded before it invested capital. One in three shareholders vote for Rio Tinto to adopt binding emissions target Ben Butler Fri 8 May 2020 18.32 AEST, The Guardian https://www.theguardian.com/business/2020/may/08/one-in-three-shareholders-vote-for-Rio-Tinto-to-adopt-binding-emissions-target Shareholder vote in favour of global mining giant adopting binding targets grew sixfold since last year. Rio Tinto is resisting shareholder pressure to set annual targets for greenhouse emissions Photograph: Patrick T Fallon/Reuters Shareholders in global miner Rio Tinto have rebuked the company over its climate stance, with 37% voting at a meeting in Australia for a resolution that would require it to set binding emissions targets. While the resolution did not pass, its sponsor, environmental group Market Forces, said it attracted six times as much support as an identical one put up at the same meeting last year. The vote “shows investors have woken up to Rio Tinto’s obfuscation and the huge risks to its business from climate change and transition,” Market Forces executive director Julien Vincent said. New Zealand threatens to sue Rio Tinto after floods threatened toxic waste It comes after more than half of shareholders in Australia’s largest oil and gas producer, Woodside Petroleum, last week called on the company to set science-based emissions targets. In April, almost half of shareholders in the country’s second-biggest oil and gas company, Santos, voted for a similar resolution. Activist investors have also poured pressure on Rio Tinto’s rival, BHP, to quit the Minerals Council of Australia over the industry body’s stance on global heating – pressure the company has so far resisted. The meeting of shareholders in the Australian-listed half of Rio Tinto followed a similar meeting by UK shareholders in April. In its resolution, Market Forces called on Rio Tinto to set annual targets for greenhouse gas emissions and disclose its performance against those targets. These would have included emissions classified as scope 3 – those which are produced by Rio Tinto’s customers. BHP has committed to setting scope 3 targets and linking them to executive pay. But although Rio Tinto has said it wants to hit zero net emissions by 2050, and has struck a deal with its biggest Chinese iron ore customer to cut greenhouse gases, it has consistently refused to set scope 3 targets. “Rio’s scope 3 emissions are massive – comparable to the carbon footprint of Australia,” Vincent said. “This is a staggering level of climate risk for any company, and hence for any investor, to bear. “With rival miners such as BHP, Vale and Glencore having already committed to set scope 3 targets, Rio has no excuse for its current policy vacuum.” Rio Tinto chairman Simon Thompson said the majority of the company’s shareholders were “supportive of our overall approach and our position that it is not viable to set scope 3 emission reduction targets, as they relate to the emissions of our customers”. “We will continue to engage with our investors and other stakeholders on this topic,” he said. “Rio Tinto believes the most effective climate change action will be delivered through partnerships between industry, government and society.” Rio Tinto’s top investors face off over emissions cut plan Cecilia Jamasmie | May 5, 2020 | 6:18 am Intelligence Markets News https://www.mining.com/rio-tintos-top-investors-face-off-over-emissions-cut-plan/ The Weipa operation, which includes the new Amrun bauxite mine in north Queensland, Australia. (Image courtesy of Rio Tinto.) Rio Tinto’s (ASX, LON, NYSE: RIO) top investors are set to face off at the company’s upcoming annual meeting, with only some of them in favour of pushing the miner to extend the range of its targets to reduce greenhouse gas emissions. The world’s second-largest mining company recently committed to spend $1 billion over the next five years to reduce its carbon footprint and have “net zero” emissions by 2050. Rio Tinto also said at the time that its total Scope 1 and Scope 2 emissions (indirect emissions from the generation of purchased energy consumed by a company, such as electricity) would be 15% lower by 2030 than 2018 levels. Some investors want Rio Tinto to set a target to reduce so-called “scope 3” emissions — those produced when customers burn or process a company’s raw materials The announcement triggered heated criticism from some investors and environment advocates, with a group led by a Friends of the Earth’s subsidiary tabling a shareholder motion to improve what it calls “weak” climate goals. With three days to Rio Tinto’s annual meeting, proxy investor Institutional Shareholder Services (ISS) is recommending shareholders support the resolution that asks the miner to also tackle Scope 3 emissions — those generated by customers through the use of its products. Shareholders “have a long-term interest in assessing whether Rio Tinto is adequately assessing and acting on its climate risk and opportunities,” including through “targets to work with its customers to achieve reductions in its scope 3 emissions,” ISS said in an April 30 note to clients. Glass Lewis, instead, wants shareholders to reject the plan at the meeting on Thursday, Bloomberg reports. “Not feasible” While Rio Tinto should continue to reduce its own emissions, it’s probably not “feasible for the company to set goals based on how its customers determine to utilize its products,” the adviser said in a note to clients last month. Market Forces, a subsidiary of activist investor Friends of the Earth, has said that Rio’s current plans are a “simply a reflection of business-as-usual,” energy cost savings and efficiency measures. “Rio Tinto is essentially telling its shareholders it is aware of a massive financial liability sitting on its books, but isn’t planning to manage that risk down,” executive director Julien Vincent said in March. He noted that Rio’s absolute emissions would have to decline 30% in the next decade to hit the “well below” 2°C global pre-industrial levels outlined in the 2015 Paris Agreement on climate change. UBS analyst Glyn Lawcock said the group could almost instantly achieve the 2030 target if it sold or closed its coal-fired alumina refineries and aluminum smelters in Australia. “We couldn’t help but notice that the closure of Pacific Aluminum alone would reduce emissions by (about) 25%,”’ he said in a note. “Maybe this is the elegant solution to Rio’s desire to reduce carbon dioxide as well as lifting margins within the aluminum business unit,” Lawcock said. For Julian Kettle, Wood Mackenzie’s vice chairman of metals and mining, Rio’s plans to decarbonize its globe-spanning operations are a “small but significant” step in the right direction. “Setting Rio Tinto’s $1bn in context, this represents just 16% of the dividend it distributed in 2019, or just under 5% of its reported EBITDA of $21.2bn for the same year,” Kettle said. The miner’s bulk of earnings come from iron ore, its main commodity and a key ingredient for steelmaking. The highly polluting industry process involves adding coking coal to make carbon steel and is responsible for up to 9% of global greenhouse emissions. Oyu Tolgoi troubles Rio’s management will also have to face criticism over its giant Oyu Tolgoi copper project in Mongolia at the annual meeting. US hedge fund Pentwater Capital is demanding a shakeup at the mine to stop what it calls “a massive devaluation” of the asset. The investor has a 9% interest in Turquoise Hill, the Rio-controlled company that operates Oyu Tolgoi. Rio Tinto is not the only company criticized for its current plans to cut emissions. A report released Monday by a UK-based investor initiative showed that eight of the world’s top ten largest mining companies are not doing enough to help meet international climate goals. BHP’s Updated Emissions Targets Include Scope 3 Actions Posted by Mark Segal Sep 11, 2020 https://www.esgtoday.com/bhps-updated-emissions-targets-include-scope-3-actions/ Mining, metals and energy giant BHP announced updated emissions targets as part of an update to shareholders on its climate progress and strategy. The new commitments include interim targets for GHG emission reductions, as well as plans to help decarbonise the company’s value chain (i.e., Scope 3). BHP Chief Executive Officer, Mike Henry, said: “I’m pleased today to show how we are accelerating our own actions and helping others to do the same in addressing climate change. We see ourselves as accountable to take action. We recognise that our investors, our people and the communities and nations who host our operations or buy our products have increasing expectations of us – and are responsive to these.” BHP’s new commitments include: A medium-term target to reduce operational greenhouse gas emissions by at least 30% from adjusted FY2020 levels by FY2030. Scope 3 actions to contribute to decarbonisation in BHP’s value chain. In the steelmaking market, efforts include supporting the industry to develop technologies and pathways capable of 30% emissions intensity reduction, with widespread adoption expected post-2030. In transportation, the company will support a 40% emission intensity reduction in chartered shipping of BHP products. Strengthened linking of executive remuneration to delivery of BHP’s climate plan. Remuneration will be partially connected to reductions in operational GHG emissions, and medium and short term actions taken on the path to net zero operational emissions and Scope 3 emissions. Insight into the performance of BHP’s portfolio in a transition to a 1.5°C scenario. BHP stated that it supports the aim of the Paris Agreement to limit global warming to well below 2°C above pre-industrial levels, and pursue efforts to limit warming to 1.5°C. The company has already set long-term climate goals including achieving net zero operational (Scope 1 and 2) emissions by 2050, and a short-term target to maintain operational emissions at or below FY2017 levels by FY2022, using carbon offsets as required. Henry added: “Our approach to climate change is defined by a number of key requirements. Our actions must be of substance. They must be real, tangible actions to drive emissions down. We must focus on what we can control inside our business, and work with others to help them reduce emissions from the things that they control. To create long-term value and returns over generations, we must continue to generate value and returns within the strong portfolio we have today, while shaping our portfolio over time to benefit from the megatrends playing out in the world including decarbonisation and electrification. “Our portfolio is well positioned to support the transition to a lower carbon world aligned with the Paris Agreement. Our commodities are essential for global economic growth and the world’s ability to transition to and thrive in a low carbon future. Climate change action makes good economic sense for BHP and enables us to create further value.” More diamond-quality greenwashing from Rio Tinto’s spin department Aston, Joe. The Australian Financial Review; Melbourne [Melbourne]17 July 2019: 40. Does the double dealing of self-proclaimed moral miner Rio Tinto know no bounds? And just how stupid does its publicity director Simone Niven think the market is? An article of astonishing brazenness in The Weekend Australian on Saturday about “the closure of Rio Tinto’s Argyle diamond mine next year” had the company’s copper and diamonds chief Arnaud Soirat confirming it has “been approached by a number of parties interested in converting [the] mine camp into a tourist resort”. “It is a really beautiful environment, there is an airport, and there is a good camp,” Soirat sounded off, more like a realtor than a digger. “There would be people who want to do something with this.” Hang on, there would be people? Haven’t they already approached? Even the journalist spruiked from a glossy brochure, citing “spectacular views across the Kimberley landscape with its baobab trees and termite mounds”. One man’s termite mound is another’s Uluru. This is a classic Rio ploy: sell the soon-to-be-abandoned site and by so doing, void responsibility for its exorbitant rehabilitation. Hey, they just dug the hole and took the sparkly rocks away. Some other mug can fill it in and plant the flowers. Think we’re too cynical? No, we just haven’t forgotten Rio’s 2016 sale of its mothballed Blair Athol coal mine in central Queensland to TerraCom for $1. Rio also tipped in $80 million towards land rehabilitation, less than a quarter of its estimated total cost. In the very same year, Rio handed back its stake in the open-cut Panguna copper mine to the Bougainville and Papua New Guinea governments, signing away its responsibility for the massive – and we mean massive – environmental degradation of the site after 45 years of majority ownership. These are or were commercially prudent decisions, side-stepping billions of dollars in remediation and their resultant dent to total shareholder returns. But Rio cast off hard-nosed capitalism, remember? In her heavily plagiarised speech to African mining conference Indaba in February, Niven herself declared that “in an era where we see entire industries’ business models change …we need to take a good, hard look at our own”. And here’s chief executive Jean-Sebastien Jacques (of Walsh Bay and Avalon, NSW) in the group’s 2018 Sustainable Development Report: “We believe we can be part of the world’s sustainability solution. Today, our portfolio is differentiated from our industry peers, with a fundamentally changed exposure to environmental, social and governance risks.” Which is just the most extraordinary bullshit. We preferred pitmen when they raped and pillaged the earth, and called it that. Meanwhile, costs at Rio’s under-construction Oyu Tolgoi copper mine in Mongolia – the one JS personally negotiated with two prime ministers subsequently arrested (and released on bail) by anti-graft officials over their roles in approving it – continue to mount, with the latest evaluation of the blowout being $2.69 billion. Apologies for the highfalutin’ mining jargon but this project is what’s known in the industry as a “rolling disaster”. Rio and its partners will spend another $1 billion constructing a power station to run the mine. And yes, it’s gonna be coal-fired; that, right there, presumably their part in the world’s sustainability solution? Rio Tinto chief rejects setting greenhouse targets for customers Anglo-Australian group sets biggest profit in 8 years but warns of coronavirus challenge Neil Hume, Natural Resources Editor FEBRUARY 27 2020 Financial Times Rio Tinto’s chief executive defended the miner’s decision not to set targets for reducing the carbon emissions of its customers, saying it was focused on putting its own house in order. While the Anglo-Australian group would work with its clients, which include some of the world’s biggest steelmakers, to reduce greenhouse gas emissions, chief executive Jean-Sébastien Jacques on Wednesday said his priority was on outcomes he could control. “We are focusing on reducing emissions at our operations . . . and we will continue to improve our environmental performance,” said Mr Jacques. Rio on Wednesday set an “ambition” to reduce its operating emissions to net zero by 2050 and invest $1bn in climate-related projects over the next five years. “We will not set targets for our customers. It does not make sense for us. But we are happy to work with them,” said Mr Jacques. Last year Rio signed a pact with Baowu, China’s biggest steelmaker, and Tsinghua University, to develop new methods to reduce carbon emissions in the steel industry. Mining companies are under pressure from investors to reduce their carbon footprint to help tackle climate change. However, the debate has shifted from the emissions created directly by mining operations to scope 3 emissions, which include the greenhouse gases generated by their customers. Rio makes most of its money from producing iron ore, the key ingredient in steelmaking, a highly polluting industry that is reckoned to be responsible for about 7 per cent of global greenhouse gas emissions. BHP and Vale have both promised to introduce scope 3 targets, while Glencore expects its indirect emissions to fall 30 per cent by 2035 as it allows thermal coal mines in Colombia and South Africa to deplete. Rio argues its rivals are able to make those commitments because they produce fossil fuels and can therefore control their scope 3 emissions. “Remember we are the only large, diversified mining and metal company that is not selling either coal . . . or drilling oil and gas,” said Mr Jacques. Rio sold its last coal mine in 2018. Julian Kettle, vice-chairman of metals and mining at consultancy Wood Mackenzie said Rio’s new emission reduction targets were a step in the right direction but more was needed. “A $1bn green investment, while laudable, could be funded by a 30 cents a tonne rise in the iron ore price. The industry needs to do much more,” he said. Mr Jacques was speaking after Rio announced its biggest profit since 2011, on the back of booming iron ore prices. In the year to December, underlying earnings — the figure tracked by analysts — rose 18 per cent to $10.3bn — as the average price it received for iron ore surged 37 per cent to more than $85 a tonne. That allowed the company to declare a final dividend of $2.31 a share, up from $1.80 a year ago. Iron ore prices surged last year following supply disruptions and robust Chinese demand. However, there are fears prices will sink this year because of the disruption caused by coronavirus. “The next six months could bring some challenges,” acknowledged Mr Jacques. Rio rebuffs climate investor push Neil Hume in London MARCH 19 2019 Financial TimesAnglo-Australian miner Rio Tinto has rejected as unworkable a proposal by climate activists to set emission reduction targets for its customers, which include some of China’s biggest steelmakers. Rio chairman Simon Thompson said the company had “very limited control” over the carbon emissions of its clients and shareholders should therefore vote against a resolution tabled by Market Forces, a campaign group backed by Friends of the Earth, at next month’s annual general meeting. “Firstly, the resolution calls for Rio Tinto to set targets for Scope 3 emissions. Scope 3 emissions are primarily the emissions of our customers, mainly steelmakers in China, over which we have very limited control,” Mr Thompson said in a letter to shareholders. “Options exist for the reduction of these emissions, but the speed, economic viability and ultimate deployment of these technologies lie within the control of our customers and not Rio Tinto,” he added. However, Mr Thompson said Rio, the world’s second-biggest producer of steel making ingredient iron ore, would provide scenarios for how so called Scope 3 emissions might be reduced. This is of increasing interest for investors worried Rio’s key iron ore business could be impacted by shifts to cleaner methods of industrial production. In addition he said Rio, which is aiming for a “substantial decarbonisation” of its business by 2050, would set new short-term targets for tackling its direct — or Scope 1 and 2 emissions — in 2020. Once these targets are set, Mr Thomson said Rio’s board would consider whether and how they could be linked to executive remuneration. Rio is on course to reduce direct emissions by 24 per cent between 2008 and 2020. His comments were welcomed by Climate Action 100+— an initiative led by investors with more than $32tn of assets under management. Helen Wildsmith of CCLA, which leads European investor engagement with Rio on behalf of the group, said she was “delighted” with the company’s plan to publish scenarios on Scope 3 emissions and pleased with the progress on other targets. Last year, Rio’s customers released 536m tonnes of greenhouse gases, according to its recently published Climate Change Report. To put that figure in context, Rio’s Scope 1 and 2 emissions were just 28.6m tonnes. In the report, Rio, which is the only major miner to have divested from coal, also said a push to decarbonise steel production could “materially affect the value” of its iron ore business. Last year, iron ore generated more than 70 per cent of Rio’s earnings. In spite of Beijing’s crackdown on pollution, China’s giant steel industry continues to use blast furnaces rather than electric arc furnaces, which use recycled scrap steel and are less polluting. Questions: What is greenwashing? Do you believe Rio Tinto is doing better or worse than its competitors in relation to Climate Change and Environmental Issues? What is your perception of the penalties for the CEO and other board members which resulted from the destruction of the Juukan Gorge? Should the Government also punish Rio Tinto for their actions on the Juukan Gorge? Is Rio Tinto acting consistently around Climate Change and Environmental Issues? What is the latest situation with the Resolution Copper project? Do you believe Rio Tinto is acting in line with the clauses required by the ASX Corporate Governance Principles and Recommendations (4 ed)? Rio Tinto CEO Jean-Sébastien Jacques claimed that “Setting scope 3 targets and potentially shrinking the business of our customers does not make any sense whatsoever”. Critically evaluate Jacques’ statement. What are the corporate governance limitations in Rio Tinto that caused the Juukan Gorge destruction? What actions has Rio Tinto taken to address the limitations? 37
Hi, there are 3 study cases that I have attached through, each case they need us to read and identify the theme, issue and applying theory such as agency theory, legitimacy theory, stakeholder theory
Slater and Gordon The Rise and Demise of Slater and Gordon The company In early 2015 Andrew Grech, Managing Director of Slater and Gordon, was at the peak of his professional success. Grech had come from a very modest working-class background to head up what was described as “the world’s biggest listed law firm” (Fyfe, 2016). The success of Grech was reflected in his earnings which in 2008 were $375,000 and by the end of 2017 had jumped to more than $866,000 per annum. This was a far cry from the humble beginnings of Slater and Gordon in 1935 when the two founding partners, Bill Slater and Hugh Gordon, commenced the business working primarily on workers’ compensation cases in the offices of the Australian Railway Union. They soon developed a name for themselves in battling for the underdog. Back in 2001, after changes to the Legal Professions Act allowing law firms to structure themselves as limited liability companies, Slater and Gordon incorporated their business to become Slater and Gordon Ltd. Prior to this, most law firms including Slater and Gordon, typically operated as partnerships. Throughout the years Slater and Gordon (SGH) had enjoyed several successes on very high-profile cases involving workers’ rights, negligence and product liability claims. These cases included long, drawn out battles against Australian and multinational companies such as British American Tobacco, BHP Billiton, CSR and James Hardie Industries just to name a few. Whilst these high-profile class actions were very positive for the firm’s brand and marketing they were said to provide ‘lumpy revenue’ (Shapiro and Eyers, 2015). By 2005, SGH had put their ‘growth by acquisition’ strategy into high gear. Such was the extent of this strategy, coupled with a booming share market, SGH decided to float the company in 2007. By this time much of the SGH profits came from much smaller litigation cases predominantly in the areas of personal injury and workers’ compensation claims. This area of the practice accounted for approximately 65 per cent of the total revenue. The firm was indeed continuing to prosper. SGH was a household name in Australia. This was primarily due to a concentrated media campaign promoting their ‘No win, No fee’ business model. Under this type of agreement, the law firm took on a plaintiff’s case, and if unsuccessful, then no fee was charged to the client. Whilst this may seem attractive to the client, the underlying issues of billing and revenue recognition can be problematic for the firm. As the firm worked on individual cases, it increased its Work in Process (WIP) account and credit to Revenue. Accounting challenges for professional services firms and billing include the need for considerable estimation, and at times, gazing into the crystal ball. This is further exacerbated as cases for personal injury and the like, can often take years to settle. (A similar example of problems with revenue recognition was seen in the administration of Knights Insolvency Administration, an accounting firm, which required a write-down of nearly $7million to Work in Progress in the 2005 financial year (Perret and Askew, 2005). After listing on the ASX just two years earlier, Knights Insolvency Administration itself became insolvent). The applicable accounting standard AASB118 Revenue, in hindsight at least, appears to have allowed flexibility in the interpretation of the recognition of revenue. Back to the Float The float of Slater and Gordon Holdings Ltd in 2007 signalled warning signs to some potential investors surrounding conflicts of interest, particularly with respect to the company’s duty to act in the best interests of the shareholders. To this end, SGH included a specific clause in their prospectus: “Lawyers have a primary duty to the courts and a secondary duty to their clients. These duties are paramount given the nature of the Company’s business as an Incorporated Legal Practice. There could be circumstances in which the lawyers of Slater & Gordon are required to act in accordance with these duties and contrary to other corporate responsibilities and against the interests of Shareholders or the short-term profitability of the Company.” (SGH Prospectus 2007, p9). The above clause effectively meant that after the duty to the courts first, then to the clients, that a duty to shareholders would rank third. In May 2007 the $35 million capital raising by SGH made international business headlines. SGH was the first law firm in the world to list on a securities exchange. On the back of glowing forecasts from Managing Director, Grech, the market embraced the listing with the $1 shares opening at $1.32. SGH advised via its prospectus and presentations to the market that nearly $15.5 million of the capital raised would be used to fund an acquisition program together with increased advertising and promotion. Over the next few years SGH continued with its acquisition strategy. Grech continued to be held out as a ‘market darling’ with investors happy and encouraged by the continual upward forecasts. Between the years of 2007-2011 SGH acquired in excess of twenty firms across Australia. In 2012 SGH commenced their foray into the United Kingdom where they acquired 7 law firms by the end of 2013 (Shapiro and Eyers, 2015). In 2013 SGH was the best performing stock in the top 200 in Australia. The transformative deal This insatiable hunger for growth however was to be the beginning of the end of their moment in the sun1. Whilst some analysts working quietly behind closed doors of various investment firms suspected some issues were brewing with the SGH accounts and forecasts (Fyfe, 2016), the company was on the cusp of launching its biggest acquisition yet – a firm by the name of Quindell, operating in the United Kingdom. Quindell was a professional services firm essentially offering a one-stop shop for vehicle accident claims, and subsequently, personal injury claims. Prior to the April 2015 takeover, SGH undertook intense due diligence of Quindell’s operations, sending tens and tens of its Australian-based lawyers to the UK. A small army of auditors were also seconded for the project. SGH was satisfied with its investigation of Quindell and subsequently on Monday 30th March made an announcement to the market. The deal, which Grech described as ‘transformative’ was to acquire a major part of Quindell Professional Services for $1.2 billion. The deal did prove to be transformative but not in the way SGH had envisioned. Grech and SGH convinced the market of the wisdom of the deal and had a successful capital raising of $890 million to fund the acquisition, which resulted in a market capitalisation catapulting SGH into the ASX100. The key group of senior executives at SGH, known as the ‘gang of four’, all experienced significant growth in their own personal wealth, which on paper had soared to over $30 million each. Staff at SGH were not immune to the excitement and anticipation of further promised success. The majority all had faith in and trusted Grech to the extent where some staff even mortgaged their own homes to purchase shares in SGH. But not all staff were so caught up in this perceived fast lane of fortunes. A number of senior staff who had been with SGH several years were not as star struck with the self-beliefs of the gang of four. However it appeared that there was no longer anyone at senior executive level that would stand up to Grech, let alone say “No”. The last person known to stand up to Grech, a former partner of the firm and subsequent director, left the company some years earlier. But from the outside not all were convinced this was such a great deal for SGH and this was not limited to Australian observers and analysts. In response to the publication of a scathing report into Quindell written by a young analyst David Yu in April 2014, Dan McCrum of the Financial Times in the United Kingdom, raised several questions regarding the deal. He noted that there was to be a review into what was described as Quindell’s aggressive accounting policies by PwC. These questionable accounting policies, similarly to SGH, related to WIP and revenue recognition. Of particular interest to McCrum was the 53,000 Quindell cases of industrial deafness being taken on by SGH. These cases for personal injury damages were made against (past) employers for hearing damage sustained in the workplace, predominately manufacturing, industrial or construction related work environments. These types of cases are very lengthy coupled with significant challenges in establishing the extent of injury and ultimate liability of the employer. The firm recognised revenue on a 70 per cent success rate. Many advisors described these claims as dubious. The industry average for revenue recognition of legal cases was 40 per cent (Fyfe, 2016). Further issues associated with the Quindell acquisition were the legal reforms put in place by the UK government, which made the success of smaller personal injury cases much, much harder to achieve. Just weeks after the SGH and Quindell deal announcement, SGH share price rose to near high of $8, giving the company a market value of $2.7 billion. But the old adage of ‘what goes up must come down’ held water where SGH is concerned. The decline was evident within a few short months. Back in the UK, the PwC review into Quindell accounting practices was conducted into the December 31, 2013 accounts. The review revealed that former auditors KPMG, had failed in two areas of the audit, one being revenue recognition for legal services.2 By September 2015, ASIC were investigating SGH. The focus of their investigations was on not only the Quindell acquisition, but also, much closer to home, into their policies and valuation methods of revenue recognition and valuation of WIP. November 2015 saw SGH share price fall by 50%. This reaction by the market was in response to an announcement by Grech at the 2015 AGM that no additional UK law reforms were forthcoming. Just six days later the UK government did in fact announce additional reforms which would result in further excluding lawyers access to previously high-volume compensation cases. By the end of February 2016 SGH revealed a first-half loss of $958 million. Approximately $800 million related to the impairment of the Quindell-related goodwill arising from the $1.2 billion Quindell acquisition. In apparent response to ASIC’s investigations, another $118 million of WIP was also written off. SGH did its best to window-dress the write-down of the WIP, publicly claiming to adopt a more conservative approach to valuing WIP and the early adoption of AASB15 Revenue Recognition (Exhibit 1). The final 2016 accounts of SGH reported Net Cash from Operating Activities of ($104,244) million (Slater and Gordon Holdings Ltd, 2016). In defence of the SGH acquisition of Quindell, Grech maintained that they had acquired only the professional and legal services divisions, these being the standout divisions of the company. However it was these divisions that were riddled with suspect accounting practices and declining profitability due to the UK government reforms. The UK had the highest level in Europe of compensation claims for injuries such as whiplash. The government’s aim was to curb, or reduce this inordinately high volume of litigious activity by raising the bar on establishing liability in such cases. These facts alone raise doubts as to the depth of the due diligence undertaken, and whether Grech had in fact read the ‘scathing’ report by Daniel Yu. McCrum of the Financial Times had also asked the question “Why would anyone buy this company outside of bankruptcy.” It was widely known that Quindell was definitely in serious decline. The 2016 calendar year did not improve for SGH. In a market update the Chairman reported that the company had syndicated debt facilities of GBP375 million (equivalent to approximately $670,000,000 Australian dollars) and $90 million. Lenders such as Westpac and National Australia Bank were becoming increasingly nervous. By mid-November 2016 the share price of SGH had plummeted from its March 2015 high of $7.85, to just 31 cents. By this time, it was not only shareholders predicting doom and gloom for SGH, but lenders too. In March 2017 one of the syndicated lenders Barclays sold off its debt exposure of over $100 million in SGH for just 22 cents in the dollar. This was shortly after SGH had reported an interim loss of over $425 million (Thompson, 2017). The start of 2017 revealed SGH shares to be nothing more than a penny stock. Negotiations between SGH and their primary lenders, Westpac and the National Australia Bank were seemingly at a stalemate. The banks could either send in the liquidator or become the owners of a law firm; neither of which appealed. By mid-year the banks subsequently agreed to sell off their debt to a hedge fund collective Anchorage Capital Group. The rescue package Anchorage and SGH then proceeded to negotiate a deal to save the company, the details of which were announced in late August 2017. SGH later announced a full year after tax loss for 2017 of $547 million (Exhibit 4) Anchorage Capital is a private equity group. They are not new to Australia. Another recent high profile Australian acquisition was that of Dick Smith Electronics from Woolworths Limited. Private equity firms typically re-package and dress the acquired company as an attractive investment which they later list on the stock exchange.3 The deal with SGH, announced in late August 2017, would see Anchorage Capital take control of SGH, holding 95 per cent of the issued shares. The capital restructure was finalised in November and if agreed to by existing shareholders would result in the consolidation of a 1 share for 100 shares (see Exhibit 2). SGH’s 347.2 million issued shares, would be consolidated down to 35 million. With the share price (prior to the restructure) trading at approximately 35 cents, the effect of the restructure would render their value to around 0.3 cents. The reconstruction also saw many of SGH senior executive’s wealth plunge. Grech whose portfolio peaked at approximately $50 million was, after the reconstruction valued at a mere $180,000 or so. Anchorage agreed to remain with SGH for at least three years. As part of the agreement, the Board was also spilled, and new directors, chief financial officer and chief executive officer were appointed. Bob Wilson – a shareholder Bob thought of himself as a reasonably astute investor and was initially very optimistic about the prospects for SGH. Bob’s son, as a result of an accident, was severely disabled and Bob managed his son’s modest investments with the aim of providing him with long term financial security. In early 2015 shortly after the announcement of the ‘transformative’ deal, Bob purchased shares in SGH. He was confident as to the wisdom of the investment, as, after all, they were the world’s biggest law firm. He also believed in the firm’s history of standing up for the little guy. However, by November 2015, Bob, like many others, was having doubts about his share investment in SGH. So, on a November morning in 2015 Bob decided to attend the SGH Annual General Meeting. Managing Director, Grech, once again managed to woo the crowd, confidently advising the forum that he estimated group revenue to be in excess of $1 billion for the financial year ending 30 June 2016. Buoyed by Grech’s presentation, Wilson purchased several thousand additional shares in the few days following the AGM. Unfortunately for Bob, and his son, a week after the AGM, and Grech’s positive outlook for SGH, damaging announcements relating to the UK arm of the business saw the share price fall by 50 per cent. Mid December, only weeks later, SGH revised their profit forecasts on a massive scale. So much so, in February the firm declared a $958 million loss for the half year ending 31 December 2015. Bob could not believe this course of events and the staggering hit the share price had taken. Surely the managers or directors of SGH should have seen this coming? Later in 2016 Wilson had to make another decision regarding his share-holding in SGH. Maurice Blackburn, a long-time combatant competitor of SGH, was bringing a class action against SGH on behalf of shareholders. The irony, that it was indeed Maurice Blackburn bringing the action, was not lost on Bob. The action Maurice Blackburn commenced was a class action against Slater & Gordon Holdings Ltd on behalf of the Applicant, Matthew Hall, and all persons who acquired an interest in fully paid ordinary SGH shares between 30 March 2015 and 24 February 2016 (Hall Class Action) (Maurice Blackburn) In response, SGH advised the market that if the Maurice Blackburn class action was successful, the company would not have assets to settle the claim. SGH’s now auditors, Ernst & Young, expressed concern in the 2017 audit report as to SGH’s ability to remain a going concern (Exhibit 3). Bob was frustrated with this possible outcome, given where shareholders rank in a winding up. As further details emerged, Bob realised that if shareholders did not vote in favour of the Anchorage bailout, the only option was to wind up the company. Reluctantly he, like the majority of shareholders, had no other choice but to vote in favour of the proposal and see their investment reduced to one hundredth of its value. After the events of December 2017, Bob recalls the clause added to the initial prospectus. With the benefit of hindsight, Bob now questions whether this ‘conflict of interest’ as he sees it, could have ever worked out any differently. Bob’s last hope of any financial compensation lies with two legal firms, Maurice Blackburn and Johnson Winter and Slattery. These firms have launched class actions on behalf of shareholders, against SGH’s former auditors Pitcher Partners. Maurice Blackburn alleges that in the 2015 financial statements of SGH assets relating the Quindell acquisition were overstated by more than $700 million. The firm further alleges that by signing off on these statements, Pitcher Partners misled shareholders and should be liable. The action brought by Johnson Winter and Slattery alleges that WIP was overstated by more than $130 million in the years 2014 and 2015 and should not have been signed off by Pitcher Partners. Pitcher Partners are defending the matters. Jess Lentini – an employee Shortly after graduating with a bachelor’s in commerce/law, majoring in accounting, Jess was successful in securing a graduate position with SGH. Commencing in early 2013, Jess was very excited and enthusiastic about her new role where she could utilise both her accounting and law qualifications, and with such a large and well-known company. As a graduate, Jess was rotated through many different departments within the company. It was not until she was in the accounting department that she started to have doubts about some of the accounting practices within the organisation. Her main concern was regarding the ASIC investigation and the major write-down of WIP. During her time at university Jess had studied AASB118 Revenue. She could not understand how the adoption of AASB15 Revenue Recognition could have such an impact on the valuation of WIP. Jess recalls the excitement around the office when the ‘transformative deal’ was announced. Yet in just over twelve months the impairment losses relating to the goodwill of the acquisition have crippled the firm. How could Slater and Gordon’s fortunes have reversed so quickly? In her relatively short time at SGH, Jess had experienced a complete change in the culture of the firm. There seemed to be a divide between many of the senior lawyers and others based on how many shares they owned and their new individual net worth. The pressure on staff to produce had also increased dramatically with lawyers and staff seen as purely revenue generators. Staff were managed by spreadsheet. Colleagues had commented to Jess that subsequent to the float, there had been a big increase in staff turnover across all levels of the firm. Included in the staff turnover more recently has been the Chief Financial Officer (CFO). When the initial agreement was reached with Anchorage Capital, and the Board was to be spilled, this also included the departure of Bryce Houghton. Houghton had been the CFO since only late November 2015 when his predecessor Wayne Brown stepped down from the role after eleven years. Houghton had come from another listed company whose core business was also in the provision of services, Navitas Ltd. At the time of his appointment he was highly regarded for his technical accounting skills. In September 2017 Belinda Nuficora became the new CFO. Jess particularly liked Belinda. However, she too has left the company and as of the end of August 2018 her replacement had not been announced. For such a senior and critical role in an organisation there seems to be little stability. Also added to this appearance of instability is the change in auditors from Pitcher Partners to Ernst & Young. This shift in corporate culture appears to have tarnished the earlier image of a firm that was willing to both challenge the law and act for the underdog. Jess was also troubled about the nature of their work at the firm. Were they merely profiting from others’ misfortunes? Her close group of friends had commented that she worked for ambulance chasers, or more accurately, millionaire ambulance chasers. After the recent events of December 2017 and the share consolidation, Jess wonders whether Anchorage Capital Group are in fact the real ambulance chasers. References Ferguson, A, (2017), ‘Hedge funds to take control of Slater and Gordon’, The Age, 31 August, https://www.smh.com.au/business/markets/hedge-funds-to-take-control-of-slater–gordon-20170831-gy82cj.html Fyfe, M, (2016), ‘The Undoing of Slater and Gordon, Sydney Morning Herald, 24 June, https://www.smh.com.au › Lifestyle › Good Weekend Han, M., (2017), ‘Pitcher Partners dragged into Slater & Gordon class action’, The Australian Financial Review, 14th November. Han, M., (2018), ‘Pitcher Partners sued over Slater & Gordon audits’, The Australian Financial Review, 12th August. McCrum, D., (2015), Dear Slater and Gordon Shareholders, Alphaville, 30 March, https://ftalphaville.ft.com/2015/03/30/2125246/dear-slater-gordon-shareholders/ Perret, J and Askew, K, (2005), ‘Writedowns Tarnish Knight’s Insolvency Armour’, The Age, 15 April Shapiro, J and Eyers, J, (2015), ‘Slater and Gordon: The Millionaire Ambulance Chasers’, Australian Financial Review, 4th July. Shoaib, A., (2018), KPMG fined £4.5m over Quindell audit misconduct, 11th June, https://www.accountancyage.com/author/aliashoaib/ Slater and Gordon Holdings Ltd, (2007), Prospectus, https://media.slatergordon.com.au/prospectus.pdf. Thompson, P, Macdonald, A and Moullakis, J, (2017), ‘Barclay’s offloads Slater and Gordon Debt’, Australian Financial Review, 10 March. Vaz, J., 2016, How private equity won while other Dick Smith investors got burnt’, The Conversation, January 6. Exhibits ASX Announcement February 2016 ASIC Consolidation Notice EY Audit report 2017 Key financial data Exhibit 1: ASX Announcement 29 February 2016 Market Update Slater and Gordon Ltd (SGH) notes ASIC’s media release of today which is attached to this announcement and available at: http://asic.gov.au/about-asic/media-centre/find-a-media-release/2016-releases/16-050mr-asic-notes slater-and-gordons-decision-to-reduce-asset-values/ ENDS Slater and Gordon Limited. ABN 93 097 297 400 ASIC NOTES SLATER AND GORDON’S DECISION TO REDUCE ASSET VALUES 29 February 2016 ASIC today noted the decision by Slater and Gordon Limited (S+G) to reduce asset values in its financial rep01i for the half year ended 31 December 2015. ASIC also noted S+G’s earlier decision to reclassify a portion of its work in progress (WIP) and disbursement assets as non-current in its financial rep01i for the year ended 30 June 2015. ASIC had made inquiries of S+G in relation to its financial report for the year ended 30 June 2014 and had subsequently raised questions in relation to the financial report for the year ended 30 June 2015. ASIC’s inquiries mainly concerned the recoverable amount of goodwill attributable to the company’s Australian and UK businesses, the recognition of fee revenue and related WIP, provisioning against debtors and disbursement assets, and the basis for classifying WIP and disbursement assets as current assets. In its financial report for the half-year ended 31 December 2015, S+G has: Impaired goodwill from the May 2015 acquisition of the Slater Gordon Solutions business in the UK; Impaired goodwill arising from various acquisitions of legal services businesses in the UK and Australia; Reduced the value of WIP on the adoption of accounting standard AASB 15 Revenue ji·om Contracts -with Customers; and Increased its provisions against debtor and disbursement assets. Further details on these matters are provided in the company’s ASX announcement and financial report. ASIC’s inquiries on revenue recognition and WIP focussed on the appropriateness of accounting policies adopted and the testing ofWIP estimates and assumptions against historical data. Given S+G’s transition to AASB 15, ASIC has not approved or disapproved ofS+G’s use of the percentage of completion basis of accounting for fee revenue under accounting standard AASB 118 Revenue in its previous financial reports. ASIC has now discontinued its inquiries in relation to S+G’s financial reports for the years ended 30 June 2014 and 30 June 2015. ASIC proactively reviews 340 financial reports of listed entities and other public interest entities each year. As a part of these routine reviews, S+G’s financial reports for the half year ended 31 December 2015 and subsequent reporting periods may be selected for review in the future. ASIC’s financial reporting surveillance program continues to focus on impairment ofnon financial assets, values attributed to financial assets, and the appropriate recognition of revenue. Exhibit 2: Notification of Consolidation/Split Announcement Summary Entity name SLATER & GORDON LIMITED Applicable security for the reorganisation SGH ORDINARY FULLY PAID Announcement Type New Announcement Date of this announcement Monday December 4, 2017 Reorganisation type Security consolidation Effective Date Friday December 8, 2017 Record Date Monday December 11, 2017 Issue Date Monday December 18, 2017 Additional Information The number shown on issue after reorganisation accommodates fractional rounding up to the next whole number. Refer to below for full details of the announcement Announcement Details Part 1 – Entity and announcement details *Name of +Entity SLATER & GORDON LIMITED *Registered Number Type ACN *ASX issuer code SGH *The announcement is New announcement Registration Number 097297400 1 / 3 *Date of this announcement Monday December 4, 2017 *Securities affected by the reorganisation SGH ORDINARY FULLY PAID Part 2 – Approvals *Are any of the below approvals required for the reorganisation before business day O of the timetable? Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRS approval Another approval/condition external to the entity required to be given/met before business day 0 of the timetable for the reorganisation. Yes Approvals Approval/Condition +Security holder approval Comments Date for determination Is the date estimated Wednesday or actual? December 6, 2017 Actual **Approval received/condition met? [Select…] Part 3 – Reorganisation timetable and details *+Record date Monday December 11, 2017 Date of +security holder meeting Wednesday December 6, 2017 Last day for trading in the pre-re-organised +securities Thursday December 7, 2017 *Effective date. Trading in the re-organised securities commences on a +deferred settlement basis. If the +entity’s securities are suspended from trading during this period there will be no +deferred settlement trading however ASX still captures this date. Friday December 8, 2017 Record date Monday December 11, 2017 First day for +entity to send notices to +security holders of the change in the number of +securities they hold. First day for +entity to register +securities on a post-reorganised basis Tuesday December 12, 2017 2 / 3 *+Issue date. +Deferred settlement market ends. Last day for +entity to send notices to +security holder of the change in the number of +securities they hold. Last day for +entity to register +securities on a post-reorganised basis Monday December 18, 2017 Trading starts on a normal T+2 basis Tuesday December 19, 2017 First settlement of trades conducted on a +deferred settlement basis and on a normal T+2 basis Thursday December 21, 2017 Part 4 – Reorganisation type and details 4.1 *The reorganisation is +Security consolidation 4.1a *Consolidation ratio: the +securities will be consolidated on the basis that every 100 (pre-consolidation) +securities will be consolidated into 1 (post-consolidation) +security (lies). 4.2 *Scrip fraction rounding Fractions rounded up to the next whole number Part 5 – +Securities on issue before and after reorganisation 5.1 *+Securities on issue before and after the reorganisation *ASX +Security Code SGH Quoted/unquoted Quoted *ASX +Security Description ORDINARY FULLY PAID Number on issue before reorganisation 347,245,601 Number on issue after Estimate/Actual reorganisation Estimated 3,476,483 Part 6 – Further information Further information relating to the reorganisation Additional information for inclusion in the Announcement Summary The number shown on issue after reorganisation accommodates fractional rounding up to the next whole number. 3 / 3 Exhibit 3: Independent Auditor’s Report to the Members of Slater and Gordon Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Slater and Gordon Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as at 30 June 2017, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: giving a true and fair view of the consolidated financial position of the Group as at 30 June 2017 and of its consolidated financial performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Related to Going Concern Without qualifying our opinion, we draw attention to Note 1.1 in the financial report which indicates that the consolidated entity incurred a net loss after tax of $546.8 million, negative net cash flow from operating activities of $39.1 million and, as at 30 June 2017 the Group’s total liabilities exceeded its total assets by $248.8 million. The note also details that the Group’s Syndicated Facility Agreement is fully drawn, with $450.2 million of the drawings repayable in May 2018 in accordance with the agreement. Slater and Gordon Limited I Annual Report 2017 I 89 Note 1.1 describes the conditions that raise uncertainty regarding the consolidated entity’s ability to continue as a going concern. It details uncertainties relating to cash flows which will not be sufficient to repay a portion of the Group’s consolidated entity’s borrowing facilities of $450.2 million due in May 2018, or earlier, if that was required. It also details that the Group has reached agreement with its lenders to provide additional liquidity support required for it to remain able to pay debts as and when they fall due through to the proposed date of the recapitalisation of the Group and also details the consolidated entity’s reliance on the recapitalisation and the ongoing support of its lenders to continue as a going concern. Note 1.1 references Note 5.2 and Note 8 that detail the recapitalisation agreement entered into by the Group with its lenders and the settlement of shareholder class actions that both remain subject to conditions precedent and approvals as detailed in Note 5.2 and Note 8. These conditions along with other matters as set forth in Note 1.1 indicate the existence of material uncertainties that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, whether the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the consolidated entity not continue as a going concern. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report. Carrying Value of Goodwill and Other Indefinite Life Intangible Assets and Associated Impairment Why Significant The Group is required to annually test the carrying value of goodwill and other intangible assets with an indefinite life for impairment. Disclosures about goodwill and intangible assets are included in Note 4.1 to the financial report. How our audit addressed the key audit matter Our procedures included the following: ► Considered whether the methodology used in preparing the value-in-use model and fair value less costs of disposals calculations used by the Group to test for impairment meets the requirements of Australian Accounting Standard AASB 136 Impairment of Assets. 90 I Slater and Gordon Limited I Annual Report 2017 Why Significant As disclosed in Note 4.1.3 and Note 4.1.4, the ► Directors’ assessment of goodwill and other identifiable intangible assets for impairment, involves critical accounting estimates and assumptions, specifically concerning future discounted cash flows. ► These estimates and assumptions are impacted by future performance, market and economic conditions in both Australia and the United Kingdom. ► An impairment charge of $361.2 million was recorded against these assets in the year ended ► 30 June 2017. ► Given the estimates and assumptions involved in the impairment test, the recent performance of the Group and the magnitude of impairment charges taken in the past, this was considered to be a key audit matter. ► How our audit addressed the key audit matter Tested whether the impairment models used were mathematically accurate. Assessed whether the cash flows used in the impairment models accurately reflected budgets approved by the Board at 31 December 2016 and prepared by the Group and submitted to representatives of its lenders and the forecast financial information provided by the Group to its lenders to support the Recapitalisation Agreement at 30 June 2017. Considered the historical reliability of the Group’s cash flow forecasting process. Considered the impact of a range of assumption sensitivities on the impairment models. Assessed the external inputs and assumptions within the cash flow forecasting models by comparing them to assumptions and estimates used elsewhere in the preparation of the financial report and benchmarked them against market observable external data. Considered the adequacy of the financial report disclosures contained in Note 4.1, Note 4.1.3 and Note 4.1.4, in particular those regarding assumptions. As impairment testing relies upon business valuation principles, we involved our valuation specialists to assist in the work outlined above where we considered such expertise was required. Work in Progress (WIP) and Associated Revenue Recognition Why Significant WIP is significant to the Group, comprising 45% of total assets and movements are included in How our audit addressed the key audit matter Our procedures included the following: revenue recognised for the year. The Group’s ► disclosures regarding WIP and the associated revenue recognised are included in Note 3.1 and Note 4.3 to the financial report. ► Considered whether the Groups’ accounting policy for complied with Australian Accounting Standards, in particular AASB15 Revenue. Obtained details of WIP recognised for each revenue stream at balance date and applied statistical sampling techniques to select individual legal matters (“cases”) for testing. Slater and Gordon Limited I Annual Report 2017 I 91 Why Significant The Directors’ determination of the carrying ► value of WIP and its associated revenue streams involves significant judgement, data analysis and complexity and accordingly has been considered a key audit matter. The Group considers each revenue stream in ► isolation and makes judgements in relation to: ► The identification of a contract ► ► The identification of the performance obligations as part or withinacontract ► ► Determination of the transaction price, particularly for revenue streams accounted under a “no win no fee” basis ► Allocation of the transaction price ► Recognition of revenue when a performance obligation is satisfied ► To validate the judgements made in relation to WIP, the Group develops a series of data models based on historical information over a two year period. Data included in these models provides a methodological approach to determine the valuation status. Accordingly, this has been considered a key audit matter. How our audit addressed the key audit matter Obtained evidence to support the case status that had been allocated to each case file by the responsible professional. Evidence obtained was assessed against the coding guidelines of the Group. Assessed the data that supports the judgements noted that were included in the data models. Assessed the movements in the cases profile including changes in status and ageing. Involved our data quality specialists to assess the accuracy and integrity of both the data (historical information over a two year period) and the workings of the models. This was completed using data analytic procedures to re perform, re-calculate and validate key calculations. Considered the adequacy of the financial report disclosures contained in Note 3.1 and Note 4.3, in particular those regarding assumptions to which the outcome of the data models is most sensitive. Recoverability of Trade Receivables and Disbursements and Associated Provisioning Why Significant Trade receivables and disbursements are significant to the Group, comprising 43% of total assets, net of provisions for impairment. The recoverability of trade receivables and disbursements is a highly subjective area due to the nature of the legal case profile and the level of judgement applied by the Group in determining provisions. Accordingly, this has been considered a key audit matter. How our audit addressed the key audit matter Our procedures included the following: ► We assessed the assumptions used to calculate the trade receivables and disbursements provisions for impairment. ► We performed analyses of ageing of receivables and disbursements, collection history, future collections strategies and assessment of significant overdue individual trade receivables and disbursements. 92. ISlater and Gordon limited I Annual Report 2017 Litigation Matters and Subsequent Events Why Significant The Group is and has been subject to a number of Shareholder Class Actions and other legal proceedings. These matters are detailed in Note 7.4, Note 7. 5 and Note 8.1. These matters are subject to a number of pending approvals and the settlement of the Class Action matters are a condition precedent of the proposed debt restructure as detailed in Note 8.1. Accordingly, our consideration of these matters and the related disclosures was considered a key audit matter. How our audit addressed the key audit matter Our procedures included the following: ► Obtained all proposed settlement and claim documentation in relation to the Class Action and other legal proceedings. ► Met with the Group’s internal General Counsel in relation to the status of the legal proceedings. ► Considered the conditions noted in Note 7.4, Note 7.5 and Note 8.1 for factual accuracy. Considered the adequacy of the financial report disclosures contained in Note 7.4, Note 7.5 and Note 8.1. Information Other than the Financial Report and Auditor’s Report Thereon The directors are responsible for the other information. The other information comprises the information included in the Company’s 2017 Annual Report other than the financial report and our auditor’s report thereon. We obtained the Directors’ Report that is to be included in the Annual Report, prior to the date of this auditor’s report, and we expect to obtain the remaining sections of the Annual Report after the date of this auditor’s report. Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of th is auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. Slater and Gordon Limited I Annual Report 2017 I 93 In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. 94 I Slater and Gordon limited I Annual Report 2017 We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Audit of the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 18 to 35 of the directors’ report for the year ended 30 June 2017. In our opinion, the Remuneration Report of Slater and Gordon Limited for the year ended 30 June 2017, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Ernst & Young Christopher George Partner Melbourne 31 August 2017 ; Slater and Gordon Limited I Annual Report 2017 I 95 Exhibit 4: SLATER AND GORDON LIMITED ABN 93 097 297 400 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SLATER AND GORDON LIMITED Report on the Financial Report We have audited the accompanying financial report of Slater and Gordon Limited and controlled entities, which comprises the consolidated statement of financial position as at 30 June 2015, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. An independent Victorian Partnership ABN 27 975 255 196 Level 19, 15 William Street, ltlelbour11e VIC 3000 liability limited by a scheme apprnvecl under Profess1omrl Standards Legislation Pitcher Partners is an association of independent firms Melbourne I Sydney I Perth I Adelaide I Brisbane I Newcastle An independent member of Baker Tilly International Annual Report 2015 Slater and Gordon Limited 137 SLATER AND GORDON LIMITED ABN 93 097 297 400 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SLATER AND GORDON LIMITED Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Opinion In our opinion: the financial report of Slater and Gordon Limited and controlled entities is in accordance with the Corporations Act 2001, including: giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001; and the consolidated financial report also complies with International Financial Reporting Standards as disclosed in Note 1. Report on the Remuneration Report We have audited the Remuneration Report included in pages 35 to 63 of the directors’ report for the year ended 30 June 2015. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion, the Remuneration Report of Slater and Gordon Limited and controlled entities for the year ended complies with section 300A of the Corporations Act 2001. AR FITZPATRICK Partner 29 September 2015 PITCHER PARTNERS Melbourne An independent Victorian Partnership ABN 27 975 255 196 Level 19, 15 William Street, Melbourne VIC 3000 Liability limited by a scheme approved under Professional Standards Legislation Pitcher Partners is an association of independent firms Melbourne I Sydney I Perth I Adelaide I Brisbane I Newcastle An independent member of Baker Tilly International 138 Slater and Gordon Limited Annual Report 2015 Exhibit 5: Slater and Gordon Holdings Ltd – Key financial data Item 2012 2013 2014 2014R* 2015 2015R* 2016 2017 2018 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Fee Revenue 213,812 292,696 411,813 366,415 486,267 486,267 698,486 532,460 162,166 EBIT 36,494 61,364 84,449 95,747 114,531 85,408 -1,029,468 -551,149 -29,238 WIP (current & non-current) 246,835 301,315 473,339 467,334 825,898 676,694 587,533 514,965 225,793 Total Assets 519,699 598,779 895,378 905,102 3,057,021 2,912,766 1,734,031 1,131,294 350,070 Total Liabilities 276,393 249,258 472,298 486,352 1,622,028 1,562,595 1,428,934 1,380,110 286,775 Net Assets 243,306 349,521 423,080 418,750 1,434,993 1,350,171 305,097 -248,816 63,295 Impairments 879,506 361,265 *R denotes re-stated accounts 1 A brief period of time where one enjoys success or accolades. 2In 2018 KPMG were subsequently fined GBP4.5 million by the Financial Reporting Council for failures of the audit. 3Such was the case with Dick Smith (DSE). Anchorage acquired DSE from Woolworths Limited for approximately $115 million, and later raised approximately $520 million from the IPO of Dick Smith Electronics Limited (Vaz, 2016). 10
Hi, there are 3 study cases that I have attached through, each case they need us to read and identify the theme, issue and applying theory such as agency theory, legitimacy theory, stakeholder theory
MAA310 Accounting and society Case Study Preparation This document is provided to give you some structure to your preparation for case studies. Depending on the case, you may need to an additional table or two to cover other facts you consider important. After the workshop you should refer to the Post workshop Case Study document to help prepare for assessment task 4. PLEASE BRING THIS COMPLETED SHEET FOR THE RELEVANT CASE TO EACH WORKSHOP Who are the important people? What is their role? What are their strengths? What are their weaknesses? THEMES i.e. the central ideas that occur throughout the case Do not get tied up in determining what is a theme and what is an issue – that is not the important outcome we are looking forward from your preparation. What are the major themes in this case? Themes Why is this important? ISSUES i.e. specific items in the case Do not get tied up in determining what is a theme and what is an issue – that is not the important outcome we are looking forward from your preparation. What issues is the company grappling with? Issue Facts around the issue What additional information is needed? What calculations are required? Attach the calculations. Which theories can you see inherent in the case? Theory Examples AFTER THE WORKSHOP YOU SHOULD REFER TO THE POST WORKSHOP CASE STUDY DOCUMENT TO CONTINUE YOUR PREPARATION FOR ASSESSMENT TASK 4. 4