Corporate Governance in Listed Companies

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Spur Corporation & Shoprite Holdings Limited

Abstract: "Do companies that are listed on the JSE uphold corporate governance and maintain ethical and professional standards?" This is an analysis of corporate governance within Spur Corporation and Shoprite Holdings Limited. It aims to assess how well they are governed as outlined by the King Reports and also compares and contrasts the two companies with intention of concluding by empirical means which is better governed.

Corporate Social Investment

The Annual reports were downloaded from the respected websites, as were the prospectus. Media browsing involves typing the company's name into Google news and adding a negative news filter using the iGoogle custom search functionality.

Information was then extracted, summarized and analyzed and presented in the following document. According to Danie Meyer, a good indication of the degree of transparency a company exhibits is to look at the amount of information one can find on its website. Although not an absolute it is useful in the analysis procedure.

Information was then quantified as per criterion tabulated and hence extrapolated on in the section titled Comparison which also lists the final findings. An empirical comparison was found to be less subjective and to be a more repeatable procedure.

Spur Corporation

Choice of Company

Spur Corporation was chosen for use within this analysis because it has played a fundamental role within the South African sit-down restaurant arena for many decades now and has in many ways helped shaped the way families eat out together. I for one have had many memorable experiences such as sharing my birthday with my father there and passing time with many other friends and family. Its large economic influence has made it a serious player within society and it could potentially be an effective mechanism for creating economic prosperity within the country, especially its power as an employer of low skilled workers.


Spur Corporation is the largest sit-down restaurant group in South Africa. It is known for its various popular restaurants such as Spur Steak Ranches, Panarotti's Pizza Pasta and John Dory's Fish and Grill. It operates on a franchise basis. It is marketed as a family-friendly restaurant and has a very informal atmosphere which has contributed substantially to its success over the years. It is not only prolific within South Africa but has also expanded internationally.

Business Policy:


"Our vision is to build relationships with our staff, our customers, and our franchisees, through collaborative leadership."

This vision implies a desire for increased and better relationships between the company and all associated with it primarily with the help of using transformational leadership styles. Increased relationships between the company and clientele is most notably associated with producing the best quality for price products and services while staff would refer to ensure that the needs of the staff are taken into consideration by the company.


"Our mission is to be a dedicated at all times to our customers and employees - to provide a "taste for life" for our customers and be a "great place to work" for our employees."

This mission conveys a great sense of responsibility towards the customer and employees by stating that the key reason for the business's existence is to provide a pleasurable experience for both employees and customers alike. It is clearly a very service orientated mission and shows a great depth of selflessness in what can only be described as a selfish business environment. It is a desirable aspect which would be well suited for adoption by all other companies and industries.

Goals and Objectives:

At current the key objective for Spur Corporations is the successful implementation of its Black Empowerment Scheme that aims to increase the number of franchises (currently only 15) which are owned more than 25% by Black individuals.

The key long term goal is sustained growth especially into peri-urban areas where previously the establishment of franchises was not economically viable by exploiting the wave of new malls that have appeared over recent years and will continue to do so in the foreseeable future.

Organizational Culture:

Spur's organizational culture is orientated towards a customer pleasing, value added dining experience which emphasizes a family feel not only in terms of the ambience that manifests itself within the restaurants but also in the manner in which Spur Corporation is run throughout nearly every facet of the business. It is about the "Spur Tribe" which runs on the typical theme of an Indian-American collective of people and their interaction which is very much serving and caring for not one's self but putting the interest of the tribe/organization/community first.

Organization Structure:

Spur Corporation uses the typical franchise system. There is a centerally located Head Office which has multiple functions:

Supplies Frachises with the necessary equipment

Is in charge of distributing supplies eg. Meat, fish etc.

Marketing to the public

Undertaking social investment initiatives

Training and development of skills in workers for franchises

Spur Corporation does not own or manage any of the restaurants that are a part of the group, instead it allows them to operate on an entrapeneurial basis and receives a franchise fee from them as such. Being a Spur Corpoaration Franchise entitles a franchise to a large variety of of assistance from basic preparation of business plans, cash flow forecats or any number of key operational aspects of the business.

Corporate Social Responsibility and Sustainability

To assess the Corporate Governance of the company, it shall be broken down into the 3 key characteristics as defined by King II Report:

Integrity: The Company has a management policy which in many ways epitomizes the concept of integrity. There are 4 non-executive directors (as defined by King II report) on the board whose purpose is to determine whether the actions of other directors are done in the best interests of the shareholders and not to the detriment of either the environment or society. When any strategic initiatives are undertaken the company focuses on the economic, environmental and social impact of all decisions it makes as explicitly outlined in the CEO's report. Thus the company may be defined as having and acting integrity because it acts selflessly and appropriately in varying business environments.

Transparency: The annual financial reports are audited to ensure fairness, furthermore the company has taken a policy of full disclosure to ensure shareholders and the community around the company knows what actions it has taken, why these actions were taken and the result of these actions. This is best highlighted in their disclosure of the large R10 million loses suffered in Australia, we are told why the losses occurred and what corrective action has been taken. The website though seems bare but the annual report is full, well laid out and clearly laid out. The annual report has a completed disclosure statement in the annual report and what is said in it is mirrored throughout the report thus the company was not trying to mislead the shareholders/public. The company is thus transparent.

Accountability: The Company is fully accountable for its actions, it clearly highlights what its effects on society are and how it tries to maximized the positive ones while minimizing the negative ones. The role of each director within the business is clearly defined as is the role of all management staff, therefore it can be concluded that the company is accountable.

The Company fully complies with the JSE and its listing requirements and has a good reputation for corporate governance. A search through various media forums over the last year provided no substantiated burden of proof to act as any contra-indication to this statement. The company has also invested man hours into aligning future financial reports with the recently released King III Report.

The company aims to align many aspects of its business with socially desired goals. Key things to take notice of:

BEE scheme which at current is a key objective thus correcting past discrimination

It provides training and constant up-skilling to its employees so that they can be more effective at their jobs.

A working group was established to focus on minimizing negative environmental impact of the business in a sustainable forward looking way.

The company has also formed numerous committees which are committed to monitoring and developing and implementing sustainable strategies going into the future:

Nominations Committee for determining future board members

Risk committee for ensuring the company is prepared to meet future risks and to effectively handle them

Remuneration Committee to ensure executives are fairly compensated according to what is socially acceptable and their impact on the triple bottom line of the company

Audit committee to assess the strength of internal controls, report on legislative compliance and accuracy of financial reporting inter alia.

Therefore it can ultimately be concluded that Spur Corporation has aligned itself with the key issues addressed in the King II reports and has developed sustainable measures to ensure this good corporate governance continues into the future.

Social Issues and Investment

At present the most prominent Social Issue that is being addressed by the company is Black Economic Empowerment (BEE) as it is the key current objective. This is aimed at addressing the current economic inequalities between the Black and White Populations of South Africa and it must be noted that it is legislatively enforced.

Spur Corporation's successful implementation of its Black Empowerment Scheme that aims to increase the number of franchises (currently only 15) which are owned more than 25% by Black individuals has not progressed substantially as it is only its infancy stages No information could be found.

Other issues being directly addressed by Spur Corporation is the great lack of poverty with Africa as a whole and the subsequent food crisis. It has partnered with Joint Aid Management which has a feeding program that affects 350 000 children in Africa daily. This is a non-sustainable venture which aims at direct feeding rather than developing agricultural skills within the rural groups.

The company has also made substantial large investments in Sporting Activities most notably the Spur Masidlale which is an initiative to bring sport (specifically) to underprivileged children in South Africa. It hosts a variety of activities most notable a coaching clinic and mini-tournament. This addresses the issue of lack of recreational facilities or opportunities to excel in sport being awarded to the socio-economically less well off. This program is largely unsustainable as it needs a constant flow of capital and cannot be restructured to gain financial independence, however, it has lasting effects and Spur Corporation has embraced it fully and are unlikely to stop supporting it as stated by them.

Spur has also made other sport related investments, however, they have been deemed as publicity garnering activities rather than correcting past injustices. They shall thus not be mentioned.

Spur thus clearly has a strong social vision and has made considerable investment (exact amount was not discernible) especially in the case of sport, feeding programs and BEE. There was a clear lack of sustainability throughout these projects and this is a concern.

Code of Ethics

The Spur Code of Ethics is described as containing, "integrity; honesty and good faith; impartiality; transparency and openness; and accountability and responsibility."

Integrity, transparency and openness as well as accountability were addressed previously and it was then clear to see that the company has indeed aligned its CSR with these. The others will be looked at in the following few paragraphs:

Responsibility: Undoubtedly Spur Corporation acts with a great deal of responsibility, it aims to continuously be more responsible with its effects on the environment, society at large and to the economic environment albeit to a far lesser degree.

Impartiality: This refers to an unbiased nature and it is extremely difficult to assess whether the company has indeed acted impartial in all circumstances, however, the company has a policy of acting fairly when awarding franchise rights and has evidence to the contrary has not been found, neither was I able to discern other issues to this therefore we can infer that the company acted impartially.

Honesty and good faith: These inherently tie in with transparency, nonetheless, it must still be analysed. The company is honest about its business transactions and has a strong policy of disclosure to stakeholders. If we view the accuracy of the financial statements as an outlet of honesty it is clearly proven by them being unqualified. Good faith refers to its drive to act in society with good faith i.e. build society up. This is clearly evident in its various policies.

Thus it is easy to discern that the company's code of ethics is in relative alignment with its CSR.

Shoprite Holdings

Choice of Company

Shoprite Holdings was chosen for analysis due to its huge market share within the retail market of South Africa and how it has been a fundamental cornerstone in developing many aspects of the South African retail culture. There are 1079 corporate stores in over 17 countries which is an extraordinary statistic in itself and shows the great scope of the company to adapt to different macro environments. Shoprite Holdings as the parent company owns many famous brands such as OK, Shoprite, Checkers and USave. It has a wide variety of value-added services integrated into the company and shows the ability of the company to differentiate itself from competitors and hence successfully implement a differentiation strategy in an industry where differentiation is defined by labels and brands not true services and goods. Their ability to successfully operate this multitude of different business aspects and/or have such a reaching influence in differing retail fields from food stuffs to clothing and furniture in an effective and efficient manner is definitely of some interest as it shows that conglomerates can be successful in South Africa when often it is argued that they tend not to be due to the highly competitive nature of our retail market. Thus I chose the company based on firstly its massive market power and ability to survive and thrive in differing macro environments.


Shoprite quite rightly claims itself to be the largest food retailer in Africa and there is no question that when the various subsidiaries of the company are combined it is indeed a massive company with a massive operations base and it has experienced growth for as they claim for thirty years now. It is a retail company which offers goods to customers at as close to wholesale if not wholesale price and relies on a massive turnover rather than a large margin to make profits.

Business Policy


The vision of the company is not present either on the web or in the financials, when phoning the customer care line I was directed to the website which was not useful either. If a vision for the company had to be inferred from what is stated and not it would be to be the dominant fast moving consumer goods retail operation on the African continent. This implies a drive for excellence and growth above all and the establishing of a retail dynasty.


"The guiding mission of the Shoprite Group of Companies is to be the consumers' preferred shopping destination, by retailing food and non-food products at the lowest prices from conveniently located outlets in an environment that is conducive to shopping."

This is indicative of the company's business philosophy of low prices, convenient and establishing itself as being the most loved/used ("preferred") fast moving goods retail company. It ties in very well with the company's vision in that by upholding its mission it will eventual help to establish the company's vision in reality.

Goals and Objectives

The goals and objectives aren't clearly set out but it is obvious that the key ones are: reaching employment equity targets and surpassing them, continuing with training and development programs paying special focus on the volume and intensity of these and make the company more sustainable as a whole with the focus being on the environment and minimizing current impact.

Organization Culture

Shoprite Holdings has very little of what in people terms can be called a personality; the company's entire culture revolves around massive volumes, low margins, and heavy social investment. It would be easiest to describe it thus as a hard working selfless member of society although that in itself is also to a degree incorrect. The key facets of Shoprite Holding's organizational culture are: a drive for being cheap, some customer care, heavy investment into society and responsible actions.

Organization Structure

The company acts as a centralized holdings company i.e. the parent/umbrella company has numerous companies that operate under their own name but are actually part of the organization as a whole. There is no franchising and the business relies on a complicate management system to ensure the company can run effectively. Each subsidiary though is run as if it was an independent company although it follows certain guidelines and regulations set out by the parent company and in turn takes advantage of its resources and pays over its profits to the parent company. An interesting diagram can be drawn.

Corporate Social Responsibility and Sustainability

To assess the Corporate Governance of the company, it shall be broken down into the 3 key characteristics as defined by King II Report:

Integrity: The Company has a management policy wherein there are 11 directors with 6 being executive. Directors are allowed to stay on for a maximum of three years by election and thereafter must re-apply. This ensures that the specific management policies of a single group of people are not constantly maintained and that the shareholders are well represented to insure their interests are looked after. Furthermore the company places a large emphasis on value-added services to the company at the fairest possible prices while meeting social, environmental and economic obligations. It acts in such a manner that it is always in the best interests of the community at large while not compromising on the economic investments primary stakeholders thus the company has and acts with integrity.

Transparency: The company's financial reports are not qualified by Price Waterhouse Coopers and are thus in the opinion of the external auditors a fair representation of the financial status and happenings of the business over the financial year. There is one very notable thing to note which is that in the CEO's report there is a very small mention of the investigation by the Competitions Commission which could have far flung consequences for the business, although it was mentioned it was only briefly discussed and lacked depth which shows great hesitance by the company for full disclosure. Other issues that were not clearly highlighted was the recent and media-centric phenomenon whereby certain local businesses and communities have expressed outrage at the manner in which many of the company's stores act uncompetitively and monopolize local economies in a similar manner to the Wal-Mart saga in the United States, this may as yet not be highly relevant and is indeed a grass roots and localized concern in certain areas but coupled with the Competitions Commission it may influence to a substantial degree future business decisions and profitability. Nonetheless, it complies with all key regulations although I feel that the company doesn't follow transparency in the true sense of the word.

Accountability: The company outlines its major social, environmental and economic impact and holds specific directors and prominent members of top tiers of management responsible for the actions of the business and the ramifications of said actions. The company is undoubtedly accountable to legislative bodies and shareholders but because of its size and unique nature specific outlets etc. may not be held accountable by local communities and this often leads to much speculations and distrust. A good example would be the sex scandal that attracted media attention whereby a manager was forcing women to sleep with him in order to allow them to take leave and so forth. The man was swiftly dealt with but rumors of low level misuse of power are rife within the industry. This may be the result of the complicated management system of such a large organization but its culture should fundamentally oppose such actions and thus they should not take place. On a large scale basis I feel the company is only truly partly held accountable and hence ever responsible for its actions although this may soon change with the introduction of the Consumer Protection Act.

The company does indeed fully comply with all JSE requirements and the basics of the King II Report, it must be reaffirmed though that this is base compliance and may be seen a not fully embracing the concept and spirit of good corporate governance. A media scan as a whole shows much controversy and concerns about the company and there is little indication that the company is explicitly trying to realign how it is governed.

The company aims to align many aspects of its business with socially desired goals. Key things to take notice of:

A policy of Employment Equity for men, women from disadvantaged backgrounds and the disabled while placing special emphasis on enriching their ability to further their future prospects. In many cases it meets if not exceeds it numerical targets and is to be applauded for this.

It has a very extensive training program and ensures that all of its permanent employees are sufficiently skilled to operate effectively and has well developed and accredited programs.

It also places a strong emphasis on minimizing unemployment especially amongst young learners and has even developed NQF certifications in conjunction with the W&R SETA.

The company has also formed numerous committees which are committed to monitoring and developing and implementing sustainable strategies going into the future:

Audit and risk committee to be consulted in respect to assess the strength of various internal controls and ensure financials are a fair representation as well as look at future risks and implement proactive rather than reactive strategies to combat them.

Remunerations committee which aims to determine fair remuneration of management and executives in accordance with the social norms and appropriate company policy.

A nominations committee to determine suitable candidates to fill retiring board members

It can thus be concluded that even in the light of certain concerns that Shoprite Holdings and its subsidiaries is in agreement with the quintessential concerns discussed and resolved in the King Reports most notably King II and is clearly sustainable because it is well managed and exhibits that strategies are in place on a going-concern basis and thus it exhibits good corporate governance as a whole.

Social Issues and Investment

Shoprite Holdings understands that unemployment is bad for business because it targets lower income end customers and hence has made this they key social concern addressed by the company. Its key CSI initiative is creating employment opportunities for the public at large with a specific focus on unemployed, underprivileged youth. These youth are put into the NQF accredited training programs of the company and on successful completion are almost certainly offered employment with the company. Not only does this address the paramount socio-economic concern it also acts as a source of skilled labour for the company and its subsidiaries. The company feels that it is also necessary to create the necessary structures needed to develop managerial and leadership traits which could one day serve the business. These various systems also ensure that there is lower employee turnover within the company in an industry where employee migration is excessive. This is an extremely sustainable initiative because the business and its continual growth and existence is fundamentally tied to the project.

The company is very much BBBEE and Equity Empowerment compliant yet still strives to further these principles through the continual support of local industries and giving Black Suppliers preference, not only does this nurture many of these start-up Black entrepreneurial businesses but also ensures they can increase production and expand knowing full well that the will be able to sell large volumes thanks to Shoprite Holdings' intelligent and powerful distribution system.

The company has also adjusted to the trend wherein there is a greater emphasis on food safety and has undertaken large operations to ensure fuller and more detailed labeling as well as more comprehensive testing and evaluation of products to ensure customers are protected.

Mobile Soup Kitchens is the non-sustainable hunger relief program that is distributing an impressive 4, 4 million meals a year to the poorest areas as well as disaster ones with children and elderly the target group. Cuppa for CANSA (unsustainable) is a fundraising initiative whereby Shoprite Holdings aims to raise funds in support of CANSA for use most specifically with the expansion of CANSA's various strategic tools i.e. prevention and treatment centres as well as education initiatives. Play Pumps is the introduction of carousel orientated pumping systems for the extraction of water in rural areas using the kids' kinetic energy as the pumping action's power. Stroke of Genius (sustainable) is an arts and culture project that promotes African fine arts to the global community by providing free infrastructure to these artists. The Shoprite Community Network is a charitable funds distribution which makes substantial donations to community driven sustainable projects that are nominated by communities to the project organizers.

A special mention must be made regarding the various projects aimed at children such as self-defense for girls, Toy4Toy which involves the company matching every toy that a member of the public provides with one which the company has in its inventory and Pretty Things for Little Things whereby senior members of the community help produce toys for the children of it. None of these projects are sustainable but show the great emphasis the company is putting on future generations.

Shoprite clearly has a very strong drive to invest in society and tackle the main socio-economic issues that face South Africa. It places above all else the role of the youth in tomorrow and yet still maintains investment initiatives such as hunger relief. This company should in many ways be modeled for its successful and prolific social investment.

Code of Ethics

It was a struggle to determine what the code of ethics was and in the end the following was all that could be found either on the internet, or their financial statements:

"The Group's Code of Ethics commits it to the highest standards of integrity, conduct and ethics in its dealings with all parties concerned, including its directors, managers, employees, customers, suppliers, competitors, investors, shareholders and the public in general. The directors and staff are expected to fulfill their ethical obligations in such a manner that the business is run strictly according to fair commercial competitive practice."

This implies an alignment of the company's code of ethics to something that would be accepted as the business norms in South Africa which generally falls into integrity, honesty, fairness, responsibility and accountability. Let us analyze these:

Integrity: This is outlined previously and as previously concluded the company acts with integrity.

Honesty and Accountability: As previously mentioned the company is not a role model in these two fields and here there is clearly a conflict between its code of ethics and CSR.

Fairness: The company has never been known to be subject to fair dealings and has often used its massive economic influence to bully competitors, employees and customers into accepting what it wishes although this is herein over exaggerated and in reality hardly noticeable at all.

Responsibility: The company undoubtedly acts with a very strong sense of responsibility to society and the environment in particular through its actions.

From this it can be concluded that the company does to a greater rather than lesser degree mirror its code of ethics with its governance and CSR.



In order to compare the two companies it was necessary to develop a very empirical system which relies on a reproducible method rather than my own intuition. This comparison is done by the construction of a numerical table wherein a variety of factors are scored on a scale of one to five for each of the companies, these scores are totaled and the best governed company is chosen as such.


The following scale was used.

This score is the very base which a company scores, it means the company is meeting only the most basic of any legal requirements within this factor.

The company makes an unconcentrated effort to surpass the basic legalities but is not effective at it.

The company makes some effort and does effectively surpass the minimum requirements. This would be noted as being very average in respect to this factor.

This company is focused, dedicated and very well governed in this factor; it is commendable for its efforts.

This company should be viewed as a corporate role model, not only does it excel at meeting the basics and surpassing them it fully embraces the factor and acts to transform industry standards on the specific factor.

This is the net produced table afterwards


Spur Corporation

Shoprite Holdings










Corporate Social Investment



Code of Ethics compliance



Social Responsibility



Environmental Responsibility



Economic Responsibility






It not would be substantive if specific reasoning was not given for each company's score in relation to each factor thus it would be easiest to assume each company is by default a 3 as outlined in the scaling system because they can only be described as average; however, a lower or higher score must be justified.

Integrity: Spur was awarded a score for 4 for its drive in acting extremely responsibly and maintaining its focus on and implementing strategies to further key shortcomings of its business while planning to improve its social, environmental and economic impact.

Transparency: Spur is awarded a 4 for its clear financial statements and readiness to divulge all key aspects of information even those that are unfavorable.

Accountability: Spur outlines its environmental, social and economic impacts well and encourages the public to hold it by its objectives regarding this. Shoprite Holdings on the other hand comes far short as it does not clearly outline its impact in discussed three areas and furthermore uses its substantial economic influence to subjugate most resistance to it.

Corporate Social Investment: Shoprite Holdings clearly excels in this with its massive training, fundraising and charity events. It incurs relatively large expenses in many of its projects and aims to make as many of the as sustainable as is possible given their contexts hence it was awarded a 5 for its transformational commitment to the concept.

Social Responsibility: Shoprite Holdings with its massive CSI and strategies aimed at tackling major social issues is to be commended. The company was in many ways deserving of a 5; however, this was scaled down in light of certain communities protesting the actions of the company or its representative outlets.

Environmental Responsibility: Shoprite Holdings excels here with many of its drives for a better environment and the minimization of its negative effects on it. It has taken distinct and substantial steps to ensure that the environment is a growing concern. Most of this revolves around its many community recycling projects and certain corporate strategies also employed.

Economic Responsibility: Neither Company scores well here because fundamentally they both have to a degree monopolized their industries (in relation to their target markets). Shoprite Holdings and its outlets are known for disrupting smaller businesses dealings and is being investigated by the Competition Commission. Spur Corporation on the other hand has monopolized the majority of sit-down family restaurants and although others do exist Spur is the primary market dominance and frequently monopolizes trade in an area. Both companies do, nonetheless, doing extremely well financially and produce great returns for primary stakeholders but the fact remains, they do not tolerate competition and thus both score 2.

For easier visualization of comparison between the two companies on each factor a bar graph may be most useful:

It is clear to see that throughout the range of factors Shoprite Holdings is the most consistent scoring and is thus most consistent throughout a range of business functions; however, consistency is not enough and Shoprite Holdings also outscores Spur Corporation overall in a less erratic manner.


On the basis of this empirical methodology it is very difficult to conclude that Spur Corporation (23) is better governed hence it has been determined by these means that Shoprite Holdings (26) is better governed as it adheres to the principles outlined in the King II reports better and has a strong correlation between its code of ethics and actual governance. This does not; however, in any way mean that Spur Corporation is badly governed but just less ably so than Shoprite Holdings. Shoprite Holdings has a score of two over the mean meaning that it is better than average whereas Spur Corporation has a score of one less (this must be considered as an acceptable deviation from the mean for defining the constraints of normal/average.)



Black Economic Empowerment (BEE) - The controversial process of legislatively enforcing companies to allow Black participation within them in terms of ownership and/or management, companies that are not compliant risk large fines and legal action by the government.

Code of Ethics - An umbrella concept of the values/norms within a company and these moral standards should be applied when conducting any business function.

Corporate Governance - The manner in which a company is run, good corporate governance refers to adhering to the principles laid out in the King II Report.

Corporate Social Responsibility - This is when a corporation aligns its values, goals and objectives with those of society at large in order to co-operatively work towards a better future for society.

Integrity: This refers to acting somewhat selflessly and to the benefit of society, the environment and economy as a whole.

Social Issues - Social Issues refers to any socio-economic present-day challenge that communities are faced with; this is particularly pertinent to South Africa as it is a developing nation with many past inequalities that manifest themselves as a host of social issues today.

Transparency - This refers to the ease and availability of information from a company including financials and reports on decision making.