UNIVERSITAS INDONESIA FACULTY OF ECONOMICS AND BUSINESS DEPARTEMENT OF ACCOUNTING UNDERGRADUATE PROGRAM S1 EKSTENSI S1 INTERNATIONAL CLASS
PERHATIAN! BACALAH PETUNJUK BERIKUT SEBELUM ANDA MENJAWAB PERTANYAAN UJIAN INI
1. Pastikan anda menuliskan NPM, tanggal ujian, nama dosen dan tanda tangan di setiap halaman pertama lembar jawaban Anda. 2. Anda diperkenankan untuk menjawab secara tidak berurutan, namun untuk setiap nomor pertanyaan yang anda jawab, tulislah t ulislah nomor pertanyaannya di pojok kiri atas dengan ukuran yang cukup besar agar mudah terlihat terl ihat (Contoh: PROBLEM 1). 3. Perhatikan bobot masing-masing soal dan sesuaikan alokasi waktu pengerjaan soal dengan bobotnya. 4. Bagi kelas yang menggunakan bahasa pengantar Bahasa Inggris wajib menjawab seluruh pertanyaan dalam Bahasa Inggis. Sedangkan bagi kelas dengan pengantar Bahasa Indonesia diperbolehkan menjawab dalam Bahasa Indonesia. 5. Lembar soal wajib dikembalikan ke pengawas ujian.
**SELAMAT MENGERJAKAN**
UNIVERSITAS INDONESIA FACULTY OF ECONOMICS AND BUSINESS DEPARTEMENT OF ACCOUNTING UNDERGRADUATE PROGRAM S1 EKSTENSI S1 INTERNATIONAL CLASS
MID TERM EXAM TATA KELOLA PERUSAHAAN (CORPORATE GOVERNANCE) ECAU6011306 SEMESTER II 2015/2016 DATE DURATION: 150 MINUTES TYPE OF EXAM: OPEN ALL RESOURCES, HARD COPY ONLY
PROBLEM 1 (15%) Learning Objective: Explain theory, principles, needs, and benefits of corporate governance
Governance practices in Indonesia substantively began after the 1998 reforms on both countryand firm-levels. Regulations, Policies, Organization Standards and Procedures, and Institutional Relations, as well as the procedure of electing the management of organizations were legal products issued to establish good governance. Since 2001, Transparency International has assessed the effectiveness of governance practices in Indonesia. However, even in year 2015, the range of numbers that was obtained was about 3 (out of 10), falling short from the psychological benchmark of 5. This means that governance of organization's resources in Indonesia is still deemed as inefficient, ineffective, unproductive, and noneconomical. As such, we should review governance practices that exist today. In particular, whether the governance structure, mechanisms, and principles of governance are in accordance with Indonesian social, cultural, political, and economic context. Selecti on of the appropriate theory with regulatory support, resource governance, and a strategic agent who fits in with Indonesia’s unique context will yield maximum benefits. Questions:
1. Explain the basic theory of governance (5 points). 2. What is the corporate motivation in applying good governance, and what benefits will be obtained if the corporation implemented good governance practices (5 points). 3. Give examples to support your propositions (5 points)
PROBLEM 2 (15%) Learning Objective: Explain theory, principles, needs, and benefits of public governance, including the link between public and corporate governance Questions:
1. What is the underlying theory of Public Governance? (5 points) 2. Why the society needs Good Public Governance? (5 points) 3. What are potential benefits for country that applying the principles of Good Public Governance? Explain your answer for each principle as suggested in the literature provided. (5 points)
PROBLEM 3 (20%) Learning Objective: Explain the rights and responsibilities of shareholders (including institutional investors) and principles to facilitate them and explain the equitable treatment of shareholders Questions:
1. Explain the strengths and weaknesses of the conduct of the annual general shareholders meetings among publicly listed companies in Indonesia by referring to the 2nd OECD corporate governance principles as the benchmark (10 points). 2. Explain: i) why related party transactions are more likely to be abusive if control rights of controlling shareholders are higher than their cash-flow rights; and ii) at least three mechanisms to prevent abusive related party transactions (10 points).
PROBLEM 4 (20%) Learning Objective: Explain the role of stakeholders and intermediaries in governance
Spitzeck et al (2010) finds that stakeholders have voice to involve in participating company’s governance. This finding is align with the view that corporate governance as a broader concept involving corporate decision making beyond the board of directors (Letza et al 2004 and Sison 2008). Both views are agree that the involvement of many interest parties are important to achieve the corporate objectives. Questions:
1. Regarding the involvement of interest parties in a company, compare and analyze the view of Friedman (1970) and Freeman (1984) on managing corporate governance that affect the value of the firm? Under what circumstances, each view can be i mplemented effectively in the corporation?
2. Stakeholder engagement is part of the Corporate Social Responsibility activities. If you are a member of board of director, how do you identify (map) the stakeholder to cre ate engagement into strategic collaboration as it is depicted in figure 2 Spitzeck et al (2010) 3. Explain why institutional investors and intermediaries (analysts, brokers, rating agencies, etc.) need to practice good governance (5 points).
PROBLEM 5 (15%) Learning Objective: Understand the role, responsibilities, and effectiveness of boards (Board of Commissioners and Board of Directors) Questions:
1. Explain briefly the role and responsibility of Dewan Direksi and Dewan Komisaris in order for the company to accomplish the Good Corporate Governance? (7,5%) 2. Why still we need the “Komisaris Independen”, since we have already had “Dewan Komisaris” that accor ding to the rule and regulation should act independently? What does it mean with “independen” in context of “K omisaris Independen”? (7,5%)
PROBLEM 6 (15%) Learning Objective: Understand the role responsibilities, and effectiveness of committees under the authority of the Board of Commissioners Questions:
1. Why the existence of an audit committee in the company is important in the corporate governance structure? 2. Explain why the audit committee has to communicate with internal and external auditors in doing their roles and responsibilities?
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