The Relationship Between Corporate Governance And...

The Relationship Between Corporate Governance And...
1. This article focuses on the Gompers, Ishii, and Metrick (GIM, 2003) study which found that
strong shareholder rights lead to higher stock price returns and thus value. This is a great indicator
that good governance has a direct effect on the performance of the firm. The article finds that
corporate governance has a positive impact on the firm / management / shareholders. However good
governance is not always the correct metric of evaluation for firms and boards. The primary finding
of the article is from an economic analysis defending the relation between corporate governance and
performance. This article examines the relationships among corporate governance / corporate
performance / capital structure / and corporate ownership structure. Many of the past studies have
taken into consideration only one measure of governance, while this study focused on seven
different governance measures. The article also looks at the performance of a firm and the
relationship it has with management turnover or disciplinary actions required.
2. This article examines Swiss companies in relation to how board size affects the value of a firm.
The study did not find significant correlation between board size having a negative impact on firm
value or profitability; this is contrary to many previous studies ( e.g. Yermack, 1996). This article
argues against the findings of Jensen (1993) and Lipton and Lorsch (1992), which stated that larger
boards have a negative effect on firm value; in fact
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The Analysis And Ratio Analysis
The methodology of this paper adopts the document analysis and ratio analysis. The information
regarding the board characteristics and the financial figures collect from annual reports which are
published on the official website of target companies. The paper further analyses the statistics of
each board in terms of the age, education level, gender of directors, board size and the proportion of
executive and independent non–executive directors. Moreover, this paper uses the financial ratio of
the target companies as their corporate performance.
This paper use the regression function of Excel to establish the linear equation regarding dependent
and independent variables. More specifically, the average ROA of each e–commerce companies are
set as dependent variables, and the age, gender, education level, board size and board composition
are set as the independent variables.
3.1 Sample selection:
There are totally no more than 14 Chinese listed e–commerce companies. In order to clearly
determine the research objectives, this paper has to explain that those companies, such as e–banks,
are involved in the e–commerce services, while they are not classified into the e–commerce industry
in the paper. This paper has totally selected these 14 listed e–commerce companies as research
samples. These Chinese e–commerce companies mainly offer services in the mainland of China, but
they choose to be listed on different stock exchange, such as Shanghai, Hong Kong, NASDAQ or
New York

Evaluating Ryanair Holdings Plc Funding Strategies From...
Ryan air PLC
Ryanair are a multinational Public Limited Company that operate on low cost fares no frills model
that is reliable and can operate over many locations. The idea is to make air travel available to the
masses safely, punctually and environmentally friendly. "Since Ryanair pioneered its low cost
operating model in Europe in the early 1990s, its passenger volumes and scheduled passenger
revenues have increased significantly because it has substantially increased capacity and demand
has been sufficient to match the increased capacity. Ryanair's annual booked passenger volume has
grown from approximately 945,000 passengers in the calendar year 1992 to approximately 81.7
million passengers in the 2014 fiscal year". (Ryainair,2014p4–8)
Aim : the aim of this report is to research and critically evaluate Ryanair holdings Plc Funding
strategies from the viewpoint of shareholder interests, dividend policy, corporate governance,
financial risks including mitigation policy and the company's primary object in relation to the theory
proposed by Arnold. "The source of a company's finance can be divided into external and internal
finance. By internal finance we mean the final cash which is generated by the company. Where as
external is from equity finance or through borrowings (dept finance" (Ammon,F. 2009. P5)
The main external long term sources of finance include equity finance and debt finance. Equity
finance is the financing through issues of shares on the stock market

Women on Corporate Board of Director
1.0 Introduction
In this decade, we have seen an increase in women 's participation in the board of director.
Previously, we can see around the world, every board of director of a single company led by men
only. But, over the time, women are slowly absorbed into the board of director and they play a great
role as well as a good impact in the improvement of the company. A new study suggested that,
putting women on boards of directors is a good way to make companies more profitable and better
governed. It is because a woman is more likely to take a collaborative approach to decision–making
and reach a broader consensus with buy in from all players. Men, on the other hand, are more likely
to use rules, regulations and traditional ways of ... Show more content on Helpwriting.net ...
Lack of the occupy women on board not due solely to an absence of knowledge. On the contrary,
women have been "over–achieving" in terms of education and qualifications more generally. OECD
data (2011) now show that women and girls outperform men and boys at every stage in the
education system, including postgraduate education. 2.2 Role Boards of Directors
A board of directors is the most important body in every organization. Every organization has
boards of directors consisting of a few people who are eligible to drive the organization to achieve
what they want. People who are on the board of directors were among those who are believed by the
company 's shareholders. They are usually a volunteer who is trustees of the corporation who
represent and responsible to the company's clients, to the community, to funders, to the government
and to taxpayers as a whole. They were given a high confidence entrusted to run the company well
based on knowledge and values that they have. Attributes such as trustworthiness, hardworking,
confident, able to make decisions with accurate, honest, intelligent, high integrity and others should
have in every individual who is a part of the board of directors. On individual attributes like these
that can lead an organization to achieve the set goals as well as to enhance the

What Are The Primary Responsibilities Of The Company's...
1. Role of the Board – The Board, which is elected by the shareholders, is the ultimate decision–
making body of the Company, except with respect to matters reserved to shareholders. The primary
function of the Board is oversight. The Board, in exercising its business judgment, acts as an advisor
and counsellor to senior management and defines and enforces standards of accountability – all with
a view to enabling senior management to execute their responsibilities fully and in the interests of
shareholders. The following are the Board's primary responsibilities, some of which may be carried
out by one or more Committees of the Board or the independent Directors as appropriate:
 Overseeing the conduct of the Company's business so that it is effectively managed in the long–
term interests of shareholders;
 Selecting, evaluating and compensating the Chief Executive Officer (CEO) and planning for CEO
succession, as well as monitoring management's succession planning for other key executives;
 Overseeing and reviewing the ... Show more content on Helpwriting.net ...
Size and Structure of the Board – The Board itself determines its size within the range of 11 to 24
members required by the Company's Certificate of Incorporation. The Board believes that, at this
time, the desirable number of Directors is between 11 and 15. In the event of a vacancy on the
Board, the Directors may either fill the vacancy or decrease the size of the Board, in accordance
with the terms of the Company's Certificate of Incorporation. The Board shall periodically review its
structure, considering (among other things) the existing composition of the Board, voting results for
Directors in recent elections by shareholders, legislative and regulatory developments, trends in
governance, the Company's circumstances at the time, how a particular structure could affect the
unique relationships between and among the McDonald's System of employees, franchisees and
suppliers, and such other factors as the Board may deem

The Investment Value Of Chinese Energy Holdings Ltd Essay
Individual Assignment 2:Report on the Composition and Operation of the Remuneration Committee
and its Effects on Executive Remuneration
Introduction
This report aims to evaluate the investment value of Chinese Energy Holdings Ltd based on the
company's disclosures and other relevant information. From the corporate governance perspective,
the adequacy of the Remuneration Committee and its compliance with the HK Corporate
Governance Code will be analysed in detail. Section I of this report provides a brief introduction of
the company background and structure of the Remuneration Committee. Section II of this report
justifies the effectiveness of the Remuneration Subcommittee by referring to both company
performance and key members' performance. Section III of this report compares the operation of the
Remuneration Committee to the requirements of the CG Code. With relevant analysis and
supporting documents, this report will provide a justified recommendation to investors.
Section I:Company background and Remuneration Subcommittee composition overview
Chinese Energy Holdings Limited is a company primarily engaged in provision of management
services, investment in financial and investment products. As claimed by the company, it also
focuses on the natural gas industry in china, seeking suitable opportunities to invest in transportation
and distribution projects of Chinese natural gas supply chain (Chinese Energy Holdings Limited
2012). Since 31 March 2000, the company has

3.1 Highfly Logistics Software Company
3. Cases
3.1 Highfly Logistics Software Company
Highfly Logistics Software is a company based in London. It is a specializing software company set
up in 2005. Tom was served in this company as the co–founder, chief executive officer, and
chairman. Highfly also occupied large amount of geographic market, establishing sales, and support
offices in four bigger countries in European. Highfly's success story is also Tom's success story. One
most important element of Highfly's success is the reform in boardroom. Highfly first change the
numbers of board meeting, the quantity is two times than before. Second, in the strategy process,
Highfly increased the involvement of the boardroom. Third, Highfly also built a system of risk
management. Fourth, to monitor the risk management system, Highfly also built an auditing
committee that responsibility to this system (Steger and Amann, 2008). Obviously, the boardroom
reform methods are to concentrate more power on the boardroom to control the risk that Highfly
was taking. However, it's worked, and now, Highfly is entering China market and the real dream of
Highfly is to enter USA.
3.2 Swissair
Swissair is the national airline of Switzerland, but Switzerland was called a banana republic due to
the crisis on 2 October 2001. In that day, the entire airline delayed or canceled by the Switzerland
due to the liquidity problems. Apart of 40,000 worldwide passengers were stranded in the airport.
But why this crisis happened?
Swissair boardroom

Independent And Non Executive Directors
They are relied upon to be independent from the administration and go about as the trustees of
shareholders. This infers that they are committed to be completely aware of and question the
conduct of organizations on relevant issues.  The concept of independent directors can be traced to
the developed economies of the West with the United Kingdom and the U.S.A. sharing credit for its
evolution during the 1950s even before legislation mandated the induction of independent directors
to ensure that corporate entities did not make depredations into the public interest driven by the
profit motive alone at the cost of other values. This is what gave rise to the concept of Good
Corporate Governance which again owes its origin to the developed economies of the Western
Hemisphere . In India, the concept of independent directors was first introduced through voluntary
guidelines issued by the Confederation of Indian Industry ('CII') . The Report suggested that any
listed company with a turnover of Rs. 100 crores and above should have professionally competent,
independent, non–executive directors, who should constitute at least 30 per cent of the board if the
chairman of the company is a non–executive director or at least 50 per cent of the board if the
chairman and managing director is the same person. This CII recommendation was later on
incorporated in SEBI's Kumar Mangalam Birla Committee Report. The Kumar Mangalam Birla
Committee Report recommendation led SEBI to include

Corporate Governance
CORPORATE GOVERNANCE – ROLE OF BOARD OF DIRECTORS
People often question whether corporate boards matter because their day–today impact is difficult to
observe. But, when things go wrong, they can become the center of attention. Certainly this was true
of the Enron, Worldcom, and Parmalat scandals. The directors of Enron and Worldcom, in particular,
were held liable for the fraud that occurred: Enron directors had to pay $168 million to investor
plaintiffs, of which $13 million was out of pocket (not covered by insurance); and Worldcom
directors had to pay $36 million, of which $18 million was out of pocket. As a consequence of these
scandals and ongoing concerns about corporate governance, boards have been at the center of the
policy ... Show more content on Helpwriting.net ...
Ensure that a highly qualified executive team is managing the company by The Hiring, Firing and
Assessment of Management. Apart from what has been stated above one very significant and active
role played by the board is in terms of "the hiring, firing, and assessment of management". This is
one role that is typically ascribed to directors is control of the process by which top executives are
hired, promoted, assessed, and, if necessary, dismissed. Assessment can be seen as having two
components, one is monitoring of what top management does and the other is determining the
intrinsic ability of top management. The monitoring of managerial actions can, in part, be seen as
part of a board's obligation to be vigilant against managerial malfeasance.
It is essential that the role, duties and responsibilities of directors are clearly defined. The Combined
Code (2006) states that "the board's role is to provide entrepreneurial leadership of the company
within a framework of prudent and effective controls which enables risk to be assessed and
managed".
According to UK Law, the directors should act in good faith in the interest of the company, and
exercise care and skill in carrying out their duties. The Company Law Reform Bill (2005) defines, in
section 154–161, the directors' duties as follows:
a duty to act within powers, that is, to act in accordance with the company's constitution

But then the question that arises is what are the agency...
But then the question that arises is what are the agency problems solved by them and why are boards
the solution to these problems? The agency problem in any corporation is between the management
and the shareholders. And the problem arises because of lack of control of shareholders on the
management and the possibility of the management cheating the shareholders. The possible solution
to this problem is either providing the management with incentive or strengthening the position of
shareholders to tackle the problem on their own. But then the question arises– who provides the
management with the incentives and how the shareholders are strengthened. Thus the board can be
seen as a bridge or a medium, as suggested by literature, between ... Show more content on
Helpwriting.net ...
Another evidence that the board has become stricter is increase in the probabilities of CEO
dismissal. The board not only controls what the management does but also the process of hiring and
compensating the top executives. The question that arises here is whether the board steps forward
and acquires the costly signal about competency of the CEO or not? On the other hand, how does
the CEO influences the board and gains control it, how well does the CEO market her capabilities in
order to bargain for less independent board? The question that arises here is that if board controls the
dismissal of CEO then why are directors reluctant to object to CEO's decisions which are not in
favor of the shareholders, why doesn't the board remove the CEO when her performance is poor?
Why do the board directors are happy to always act as "yes man" instead of acting as a
"troublemaker" or a "strict monitor". Mace (1986) shows that directors remain steadfastly loyal to
misguided CEOs.
Jensen (1993, pp. 862–3) observes in his Presidential Address to the American Finance Association:
"The problems with corporate internal control systems start with the board of directors. The board,
at the apex of the internal control system, has the final responsibility for the functioning of the firm.
Most importantly, it sets the rules of the game for the CEO. The job of the board is to hire, fire,

Board Charter
Board Charter In recognition that robust and well thought–out corporate governance practices are
essential to safeguard the interests of the Group's stakeholders, the Maybank Board is guided by the
Board Manual (Manual) in respect of the Board's role, powers, duties and functions. The Board
Manual is reviewed by the Board at least once every two years (Principle 1, Recommendations 1.1
and 1.7 of the MCCG 2012). The Manual not only reflects the current best practices and the
applicable rules and regulations, it also outlines processes and procedures to ensure the Group's
boards and their committees' effectiveness and efficiency. It is a dynamic document to be updated
from time to time to reflect changes to Maybank's policies, procedures and processes as well as
amended ... Show more content on Helpwriting.net ...
Supply of information to the Board; 8. Training and induction programmes; 9. Annual Board
assessment; 10. Conflict of interest and related party transactions; and 11. Other key policies of
Maybank and the Group. Roles and Responsibilities of the Board (Recommendation 1.2 of the
MCCG 2012) The business and affairs of Maybank and the Group are managed under the direction
and oversight of the Maybank Board, which also has the responsibility to periodically review and
approve the overall strategies, business, organisation and significant policies of Maybank and the
Group. The Board also sets the Group's core values, adopts proper standards to ensure that Maybank
operates with integrity, and complies with the relevant rules and regulations. The Board has a formal
schedule of matters reserved for its decision which include, amongst others, the following:–
Reviewing and approving the strategies and business plans for Maybank and Group to ensure that
they are aligned with the Group's Vision and Mission; Identifying and managing principal risks
affecting the Group including establishing and approving the relevant policies for the prevention of
money laundering, and anti–competitive

Case Study: DRB-Hicom Berhad
DRB–Hicom Berhad is a merger between between Heavy Industries Corporation of Malaysia
Berhad (HICOM) and Diversified Resources Berhad (DRB) since year 2000. Hicom started their
business in year 1980 to govern the development of the National Car Project, for Diversified
Resources Berhad (DRB), it was the Malaysia's first national motorcycle and trucks developer.
During year 2005, DRB–Hicom was acquired by Etika Strategi Sdn Bhd and it was led by a new
management team, eventually the business were diversified into 3 core sectors which are
Automotive, Services, and Property, Asset and Construction.
In the services sector, DRB–Hicom holds government concessions through Alam Flora Sdn Bhd,
which is the country's leading solid waste management company, and PUSPAKOM Sdn Bhd, which
is the sole commercial vehicle inspection company in Malaysia. During year 2008, equity ... Show
more content on Helpwriting.net ...
DRB–Hicom has adopted and complied with the CG 2012 by observing the specific principles and
recommendations on structures and process which DRB–Hicom should adopt in making good
corporate governance in their business dealings (DRB–Hicom, 2010).
DRB–Hicom's mission is to lead in the growth of the Nation in the areas of DRB–HICOM's core
business while their vision is to be number 1 and continuously excel in all that we do (DRB–
Hicom,2010). In our opinion, we found that the DRB–Hicom's vision statement contains the
superlatives term such as "excel", this kind of term is not specific enough to provide any direction
for the company. Instead they should set their vision more specifically in order to give a better
direction to their employees about where the company is

Case Study Of PC House
Findings
About the PC House PLC
PC House (PCH) was established in 1997 with the vision "To be the benchmark in ICT in Sri
Lanka". Its first showroom was opened with two employees & before the collapse in 2012, PCH had
evolved in to a staff of around 500 employees with 35 branches island wide. The company engaged
in the business of importing, assembling and distribution of all types of computers and electronic
equipment. The values of the PCH were spreader among customer centric service, speedy service,
commitment to excellence, innovation & creativity and employee growth & well–being.
Decade of Success
The chairman "Mr. Schedule Hijiry Mohamed Rishan" had taken his first step of expanding his
business by signing distributor agreements with ... Show more content on Helpwriting.net ...
This committee comprised of one Non–Executive Director and two independent Non–Executive
Directors. The remuneration committee makes recommendations on following matters;
 Remuneration framework and levels of the Senior Management
 Senior Management performance and equity–based remuneration plans including performance
incentives and hurdles
 Remuneration of Executive Director
 Human Resource Policies of Board of Directors
Group Executive Committee
Group Executive Committee is responsible to develop strategies, business plans and budgets and
getting Board approval for these plans and strategies and implements them within the policy
framework. In addition to that another major task undertaken by this committee is looking for
productivity enhancements, process improvements and cost efficiencies within a framework of
better teamwork within the organization. This committee comprised of Chairman/CEO &
Subsidiary, Divisional and Departmental

A001426633 Corporate Governance Assignment
ASSIGNMENT COVER SHEET (to be completed by the student) AIB student ID number:
A001426633 Student name: Mellisa Layne Course name: MBA Generic Subject name: Corporate
Governance Subject facilitator: Kamla Rampersad de Silva Teaching Centre: Nations University No.
of pages: 15 Word count: 2504 DECLARATION I, the above named student, confirm that by
submitting, or causing the attached assignment to be submitted, to AIB, I have not plagiarised any
other person's work in this assignment and except where appropriately acknowledged, this
assignment is my own work, has been expressed in my own words, and has not previously been
submitted for assessment. ASSESSMENT SHEET (to be completed by the examiner) Student name:
... Show more content on Helpwriting.net ...
Responsibility 8: Corporate Social Responsibility 12 4. Recommendations 12 5. Conclusion 14 6.
References 15 1. Introduction Corporate entities of all types need a governing body. In the case of a
company, this is its board of directors. Corporate entities governed by a board of directors face the
central challenge of the agency issue. Whenever a principal has to rely on agents to handle his or her
business, governance issues arise. (Tricker 2012) Presently, corporate governance is an evolving
concept as such there is no fixed definition. However, corporate governance has been defined as,
"the system by which companies are directed and controlled." (The Report of the Cadbury
Committee on The Financial Aspects of Corporate Governance: The Code of Best Practice 1993)
Recent high–profile corporate failures, scandals and, in some cases, executive corruption, have
focused international regulatory and public attention on the need for having appropriate corporate
governance standards and practices. (Leblanc 2005) As such, much emphasis is being placed on
board evaluation. The 'principles–based' model of corporate governance is applied in
Commonwealth countries. Under this model companies are required to report that they have
followed the governance principles laid down in the codes or to explain why they have not. (Tricker
2012) Guyana being a Commonwealth country is subject to this self–regulatory framework of
corporate governance. This paper used the

How Corporate Governance Is The Rules And Systems
Corporate governance is the rules and systems, based on which a company is run. These systems are
put in place to ensure that a company always runs in the best interest of its stakeholders such as
shareholders, management and customers. These rules prevent managers in an organization from
participating in a self–interested manner that could be damaging to the company and its
stakeholders.
During the time DSH was issuing its prospectus, the company would need a diversified board of
directors to prevent corporate governance issues. The board should consist of members who have
industry relevant experience. Dick Smith's board of directors should have a balance of executive and
non–executive members to ensure there is balance of power across ... Show more content on
Helpwriting.net ...
The chairman of the board provides leadership to the firm and ensures that stakeholder's interest are
prioritized. The chairman interacts with both directors and management and have a great deal of
influence over the company. DSH must have a chairman who is an independent member of the
board of directors. There are many reasons why a chairman should be separate from the CEO. The
chairman of the board is responsible for overseeing management and the CEO is the primary
manager of the company. There is no reason why one person should do both jobs as it will result in
conflict of interest. For example, during the nominating process for the board of directors, if the
CEO is chairman, he or she might choose members who have personal loyalty to the CEO resulting
in the CEO exerting influence on board outcomes.
The CEO should be a member of the board. One of advantages to having the CEO as the member of
the board is a CEO has the ability to make better decisions as they have a broader perspective on the
business in terms of operations and strategy. Besides that, having the CEO on the board gives equal
voice between management and stakeholders. The board of directors and CEO hold different
responsibilities but both roles are equally important as it balances stakeholder's and management's
best interest. Having the CEO on the board shows that the board has confidence in the

Case Study Of Hero Moto
PREFACE
If we want to go global in the world market then we must know the trend of the market, what
features must be there in the product so that it should get popularity among the masses and also
should know about competitor's position in every field.
The objective of report is to know the strategy of Hero Moto Corp in the world market and we must
know what should be the price range and what types of marketing should be done so that it gets
familiar with every type of person. So needs and objectives of the market survey is very important to
get a good market share , stand in the market and to survive the business in the present competitive
world where there is a trend of cutthroat competition.
Hero Moto Corp is a leading company in bikes ... Show more content on Helpwriting.net ...
They were the producer of largest selling motor cycle of the world that is HEROSplendor it has its
own importance still in the market. But from the past two or three years HEROsuffered a slight loss
in its market share and Bajaj became a big competitor to Hero. The introduction of Bajaj Pulsar is
one of the biggest threat to Hero.HEROis one of the leading two wheeler producer in the globe. It
holds an important place in the minds of consumer by providing efficient service and better
products. Product efficiency and innovations are the method they live up today. Their engineering is

Corporate Governance Is A Main Point Attention Of An...
Introduction
Recently, corporate governance become a main point attention of an organisations. It include all
perspective of an organization in every departure and over the economics. The advancement of
cooperate governance is an important issue which complicated and rate to culture or finance variable
(Mallin, 2015). Corporate governance has been considered as one of the important aspects in
corporation.
Corporate Governance.
In the last decades years, the corporate governance is one of a substance that concern of an
increasing of hight profiles corporate disgraces and lack of successful.The definition of Corporate
governance can be as the process and structure that use for directing and hanging correctly business
and could relate to affair of organization with earliest objective of ensuring its protection,
dependability and improve its shareholder value.This mechanism characterizes the partition of
power and achievement of accountability, transparency, fairness and honesty between board of
directors, management and shareholders and in the same measure of safeguarding the interests of
depositors and other stakeholders. Jones and Pollitt (2002) illustrated that corporate governance is
the way the company's board of directors is organised and functions.
Chairman
The role of a chairman includes the following:
– Attending board meetings
– Liaising between the board and CEO
– Providing independent information and counsel to CEO
– Organizing board meetings
– Prioritising and

Agency Theory Essay 3
1
The Fundamental Agency Problem and Its Mitigation:
Independence, Equity, and the Market for Corporate Control
DAN R. DALTON
Kelley School of Business, Indiana University
MICHAELA. HITT
Mays College of Business, Texas A&M University
S. TREVIS CERTO
Mays College of Business, Texas A&M University
CATHERINE M. DALTON
Kelley School of Business, Indiana University
Abstract
A central tenet of agency theory is that there is potential for mischief when the interests of owners
and managers diverge. In those circumstances, and for a variety of reasons, managers may be able to
exact higher rents than are reasonable or than the owners of the firm would otherwise accord them.
While that foundational element of agency theory is ... Show more content on Helpwriting.net ...
The Fundamental Agency Problem and Its Mitigation 3 Early on, three principal approaches were
developed to minimize the agency problem. One, the "independence" approach, suggested that
boards of directors, comprised to be independent of management, can monitor managers and assure
that their interests do not diverge substantially from those of owners (Fama, 1980; Fama & Jensen,
1983a, 1983b; Jensen & Meckling, 1976; Mizruchi, 1983; see also Chandler, 1977). Another
method, the "equity" approach, proposed that managers with equity in the firm were more likely to
embrace the interests of other equity holders and, accordingly, to direct the firm in their joint
interests (Fama & Jensen, 1983b; Jensen & Meckling, 1976). Lastly, there was the notion of the
"market for corporate control," which set forth the principle that corporate markets may operate to
discipline managers who inappropriately leverage their agency advantage. In such cases, self–
serving executives may subject the firm to acquisition by other firms (Fama & Jensen, 1983a;
Jensen & Ruback, 1983; Manne, 1965). While these three corporate governance approaches are
rational in principle, the efficacy of these approaches in practice remains subject to debate.

Accordingly, in subsequent sections of this manuscript, we provide a multidisciplinary overview of
agency theory with an emphasis on the three mechanisms through which the fundamental agency

Corporate Governance Arrangement for G4S
1 Executive Summary
This report is going to examine the corporate governance arrangements for G4S, one of the FTSE
100 companies. In this report, research and evaluate of the corporate governance arrangements for
G4S will be done by analysing how G4S complies with the UK Corporate Governance Code ('the
Code') in five main sections of the Code, namely Leadership, Effectiveness, Accountability,
Remuneration and Relations with shareholders. At the end of this report, recommendations will be
made include the problem of staff diversity, risk management, relations with shareholders and the
appointment on board directors. 2 Introduction
G4S plc is a security services company founded in the UK in 2004, it is merged by the UK–based
Securior ... Show more content on Helpwriting.net ...
This means that participants of the Board are committed to the company that they are willing to
make good effort in order to make better decisions to the company, but this also implies that the
Board is lack of effectiveness as they cannot make decisions efficiently.
It is easy to understand that the issue of independence will be questioned if a non–executive director
has served the same company for the long period of time. According to the Code, a non–executive
director's independence will be questioned if the director has served on the board for more than nine
years from the date of their first election (FRC, 2012). Therefore, having completed nine years'
services as non–executive directors, Lord Condon and Bo Lerenius will retire from the board at the
conclusion of the company's AGM in 2013, at which time Mark Elliott will take on the role of senior
independent director (G4S, 2013).
After the retirement of the two non–executive directors, the board will then be formed by three
executive directors, one non–executive chairman and six other independent non–executive directors.
The Nomination Committee which led by Lord Condon was responsible of selecting the new
chairman (assisted by an external recruitment consultant, Zygos) and the three other new non–
executive directors (assisted by another recruitment consultant, Spencer Stuart). Mark Seligman, as
deputy chairman, was co–opted onto the

The Relationship Between Corporate Governance And Performance
LITERATURE ABSTRACTS
1. This article focuses on the Gompers, Ishii, and Metrick (GIM, 2003) study which found that
strong shareholder rights lead to higher stock price returns and thus value. This is a great indicator
that good governance has a direct effect on the performance of the firm. The article finds the
correlation of corporate governance and the positive impact it has on the firm, management, and
shareholders. However the article provides a subjective view, is good governance the correct metric
of evaluation. The primary finding of the article is a comprehensive and economic analysis
defending the relation between corporate governance and performance. This article examines the
inter–relationships among corporate governance, ... Show more content on Helpwriting.net ...
Yermack, 1996). This article argues against the findings of Jensen (1993) and Lipton and Lorsch
(1992), which stated that larger boards have a negative effect on firm value; in fact the study
suggests that having a large diverse board enables the firm to have more experience and expertise to
contribute to firm value and boost firm performance.
3. This article notes advocates for shareholders have requested that corporations have smaller board
sizes with more outside representation. Despite the importance of corporate boards and the call to
action for them to reform, economists have not been able to conclude what drives the composition
and size of boards. This study was based on three non–mutually exclusive testable hypotheses.
Overall the article, came to a conclusion that board size/composition vary across all firms and
remains unexplained. Firms that issue IPO start off with small board sizes and add .13 members
every year for the first 10 years. Board of firms issuing IPO's usually are comprised of 56% outside
members and 44 inside members. This study identified the following characteristics within them:
larger firms have seasoned and diverse independent boards and firms in which managers have
substantial influence have less independent boards.
4. The article supports the idea of good corporate board of governance leads to increased firm
performance. For example with increased operating performance

A Student Board Representative For My School District
Fifteen years ago, I served as the student board representative for my school district. All I can really
remember is being entertained by emotional parent complaints and listening to jargon–filled
presentations. Upon receiving my first pink slip from that same district seven years later, I spoke at a
school board meeting for the first time. Three years later, I was motivated by another pink slip to
speak in front of a school board––this time as a teacher for my current school district, San Diego
County Office of Education (SDCOE) Juvenile Court and Community Schools (JCCS). Since that
first pink slip scare with JCCS, I have been a regular attendee at SDCOE board meetings. I try my
best to pay attention and even take notes when JCCS is on the agenda. I have spoken on behalf of
my students and coworkers and even helped to introduce my site's student board representative.
However, I honestly spend most of the meetings bored by detailed presentations about programs far
removed from my classroom or confused by topics that I do not completely understand. However, I
keep attending. During the past few weeks, I attended the San Diego Unified School District
(SDUSD) June 2 meeting and the SDCOE June 10 meeting. After observing a board meeting in a
traditional school district for the first time in ten years, I was reminded of the strong parent and
community voice that is often shared during board meetings in local districts. On the other hand
county board meetings are

Case Study : Corporation Law Opinion Essay
CML3001W: Corporation law Opinion 1. Who owes the company a duty to exercise reasonable care
and skill? Section 76 of the Act includes in the definition of directors alternative directors,
prescribed officers, or a person who is a member of a committee of a board of a company, or of the
audit committee of a company, irrespective of whether or not the person is also a member of the
company's board. A prescribed officer, as defined in section 1, as 'any person who, within a
company, performs any function that has been designated by the Minister in terms of section
66(10).' The Act does make a distinction between the different types of directors, but there are
important distinctions made in practice . i. Anthony Anthony was a director, and then subsequently
retired. He maintains an office, and continues to exert influence over Bali, Chad, and Dex as they
continue to consult with him, and to ask him for advice on matters relating to the management of the
company. His role in the company is essentially that of a 'shadow director' , as he exercises control
over the other directors in that they follow his directions or instructions . The concept of 'shadow
directors' has not been formally recognised in South African law, in the definition of directors . The
authors of Contemporary Company Law hold the view that the definition of 'director' in section 1 of
the Act is extensive enough to include shadow directors due to the phrase 'occupying the position of
a director.' Yet,

Questions On Non Executive And Executive Directors Essay
781+315= 1096 people 1.3.1 Identify how many non–executive and executive directors Taste
Holding had in 2015. (2) 7 non–executive and 4 executive directors 1.3.2 Explain the difference
between a non–executive and executive director. (2) A non–executive director is a member of a
company's board of directors who is not part of the executive team and don't engage in day to day
management of the organisation. An executive director is a managing director of an organisation 1.4
Outlined in Taste Holdings strategic framework they state that they "offer sustainable, superior
returns to franchisees and shareholders". What is the difference between a franchisee and a
shareholder? (2) A Franchisee is the person/company that is granted a license to do business under
the franchisors trademark, therefore the franchisee purchases a franchise from the franchisor. A
shareholder is an owner of shares in a company 1.5 Many of Taste Holdings franchises are sellers of
fast food products. Discuss five controls that their stores should have in place to ensure that there is
minimal loss of stock/food as a result of theft by customers and employees and damages and
wastages of food products. (10) Store design and security = The store should be designed in a
structure that makes consumers pass the register area to exit the store, ensure adequate lighting in all
areas of the store, install security equipment such as CCTV cameras, put anti–theft tags on
small/expensive items and have a

The Case Of The Ontario Securities Commission And...
Background
Incorporated in 1984, Research in Motion, Canada's most successful and influential tech firm, used
to be a market leader in mobile phone industry. However, the company seems to be overtaken by a
series of deep–rooted dysfunction. RIM during the past years had grown unwieldy and unorganized.
Conflicting opinions and a lack of clear direction worsened an already difficult situation. All of the
evidence is showing that the management of RIM has failed: a number of high–level people left; the
market shares keep falling; product delayed; investors became angry; and an internal chaos
remained at this BlackBerry maker.
The 2006 governance reform at Rim seems not work well. There was not only the non–compliance
with regulations or accounting errors, but also drastic fall of company's shares due to strategic and
operational issues. The probe of the Ontario Securities Commission and Securities Stock Exchange
Commission, along with the concern of institutional investors, especially Northwest and Ethical
investment, forced RIM to look at its leadership and reform its board structure in 2011. This paper
will assess RIM's board structure in 2011 and present some recommendations to improve RIM's
governance and board structure.
RIM's Board Structure
The board structure of Research in Motion in 2007 was not stable (Ended March 3, 2007). There
were 2 directors, 2 co–CEOs – James L. Balsillie and Michael Lazaridis. And one of them, Balsillie
served as Chair of the board at the

An Internal Environment Analysis On The Leading...
1. Executive Summary
This report covers an internal environment analysis on the leading Exploration & Production
company in India – ONGC. It helps understand how the forces that drive the internal environment
contribute to improve brand equity and value to shareholders. Being the highest dividend paying
company in the country, ONGC is a sought after stock by investors. In spite of the ever changing
global scenario in terms of oil prices, alternative fuel sources and political tussles, the company has
managed to be the most profitable ever in its history of more than 50 years. This has been driven by
leadership in technology and human resources and diversifying its investments by growing its
presence globally.
The vision, mission, value system, management, human resource, performance and brand equity
have all contributed for ONGC in delivering great value to shareholders.
2. Vision:
The company aims to be a global leader in the integrated energy sector. It has identified sustainable
growth, knowledge leadership and excellent governance practices as the three tools which will help
it achieve this.
The vision of the company is audacious as the company looks at being a global energy leader in
spite of ranking 21st currently amongst all energy companies in the world (Platts). The focus areas
of sustainable growth, knowledge excellence and governance practices will help the company be in
good stead in times of rapid changes which can happen not just in crude oil prices but also

Comparative Annual Report
1. INTRODUCTION All listed companies must prepare and publish their annual report for each end
of every financial year. Bursa Malaysia Berhad and Central Bank of Malaysia require business
entities to submit annual report. Annual reports are intended to give shareholders and other
interested people information about the company's activities and financial performance. It is general
documents that give shareholders an idea of the condition of the company as a whole. The Securities
Commission makes public companies disclose certain information to the shareholders of the
company. It will create a standardized method that investors can use to evaluate the potential of a
company. The purpose of this project is to analyze the annual reports ... Show more content on
Helpwriting.net ...
The strengthened of businesses by an unblemished track record of delivering quality products over
the years. It would sustain and continue to gain ground as move towards becoming a world–class
conglomerate. Moreover, the Group acquired 70% equity interest in Northern Integrated Agriculture
Sdn. Bhd. (NIA), will enjoy the benefit from the economies of scale derived from the enlarged
plantation operation. From the acquisition, NIA contributed a profit after tax of RM1.073 million to
the financial results of the Group. The Group become more establish from year–to–year because
proposed acquisition of MARDEC Berhad which established 40 years ago with track record in the
processing and trading of natural rubber and the manufacturing of valued–added rubber and
polymers products, provides a strategic fit to the Group's planned growth in this sector. Close
collaboration between the Malaysian Palm Oil Board (MPOB) and local universities has contributed
to the exchange of information and knowledge on the latest technologies and methodologies to
improve agronomic management of oil palms. Focus on research and development has resulted in
the roll out of various programmers to improve efficiency and effectiveness of agronomics practices
the plantations nationwide. 3. LITERATURE REVIEW Regulatory requirements are the standards
or rules that all companies have to comply to set up the regulation of information disclosure and
presentation (D.Sott–super moderator). The disclosure

Kraft Foods Board of Directors Essay
–––––––––––––––––––––––––––––––––––––––––––––––––
Kraft Foods' Board of Directors Name/Title | Current Board Membership |
John T. Cahill, 56Executive Chairman | Legg Mason, Inc., Colgate–palmolive Co., Kraft Foods
Group, Inc. | William Anthony Vernon, 57Chief Executive Officer & Director | Novocure Ltd.,
Philadelphia Youth Organization, Kraft Foods Group, Inc., Medivation, Inc. | Myra Maloney Hart,
72Independent Director | Kraft Foods Group, Inc., Nina Mclemore Llc, Babson College, Center For
Women's Business Research, Ecornell | John C. Pope, 63Independent Director | Kraft Foods Group,
Inc., Waste Management, Inc., R.r. Donnelley & Sons Co., Navistar International Corp., Con–
way, Inc., Pfi Group Llc | E. Follin ... Show more content on Helpwriting.net ...
The Committee will also have the authority to conduct investigations and to retain independent
counsel and advisers, as it determines necessary to carry out its duties and responsibilities, including
sole authority to engage, retain, approve fees and other retention terms of, and terminate
compensation consultants.
–––––––––––––––––––––––––––––––––––––––––––––––––
HP's Board of Directors Name/Title | Current Board Membership |
Ralph V. Whitworth, 57Independent Non–Executive Chairman | Sovereign Bank, Na
(pennsylvania), Hewlett–packard Co. | Meg Cushing Whitman, 57President, Chief Executive Officer
& Director | Hewlett–packard Co., Zipcar, Inc., The Nature Conservancy, Inc., Teach For
America, Inc., Zaarly, Inc., Procter & Gamble Co. | Marc L. Andreessen, 41Independent
Director | Tinyco, Inc., Zend Technologies, Inc., Glam Media, Inc., Kno, Inc., Ebay, Inc., Stanford
Hospital & Clinics, Hewlett–packard Co., Hewlett–packard Development Co. Lp, Facebook,
Inc., Skype Sarl, Tidemark Systems, Inc. | Ann M. Livermore, 54Director | Hewlett–packard Co.,
United Parcel Service, Inc., Lucile Packard Childrens Hospital | Rajiv Lochan Gupta, 67Lead
Independent Director | Hewlett–packard Co., Information Resources, Inc., Avantor Performance
Materials, Inc., Stroz Friedberg Llc, The Vanguard Group, Inc., Delphi Automotive Llp, Affle Pte
Ltd., Tyco International Ltd., The

The Board Of Directors Meeting
The November 2, 2015 SCCAP Board of Directors Meeting was called to order by Board President
Gail Hyde Members present: Eliza Carey, G. Hyde, B. Pankoski, L. Feitl, D. Poteet, Shelli Yoder,
Bert Clemons, Wally Deford, T. Bock, Kathryn Byrd, Bethany Penrod Members not present: K.
Conway, D. Reito – All Excused Staff present: T. Lare, L. Curry, K. Scales, D. Wilson, J. Vargo, S.
Edwards The November 2, 2015 SCCAP Board of Director's Meeting was called to order by Board
President Gail Hyde at 6:01 p.m. Laurie–Ann Curry, E.A.A. conducted a verbal roll call. Board
members in attendance are listed above; a quorum was present. Minutes from the August 18, 2015 &
August 5, 2015 Board Meetings were reviewed. Liz Feitl moved the minutes be accepted, Diane
Poteet seconded, there were no objections, no abstentions, the motion passed unanimously.
STANDING COMMITTEE REPORTS: Planning & Evaluation Committee: Beth Pankoski, Chair
The Policy Council Minutes, Press Updates, & an Out of State Travel Report thank you note were
briefly reviewed; no board action was required. Out of State Travel Request – Anna Donley, Family
& Parent Community Engagement Specialist, is requesting permission to attend the National Head
Start Association Parent Conference and Family Engagement Institute in San Diego, California
November 30, 2015 through December 4, 2015 (Attachment #4). The conference focus is parent
engagement. Anna is extremely interested in the

Non-Executive Directors
In his review published in 2003, Derek Higgs described the role of a non–executive director as
'custodian of the governance process.'
A non–executive director (NED) sits on the board of company just as a normal executive director
would do so, however a non–executive director does not form part of the executive management
team of the company. Essentially they are not an employee of the company or affiliated in any way
other than their role as an independent NED. The distinction between a non–executive director and
an executive director is illustrated in Equitable Life Assurance v Bowley [2003] in which Langley J
commented
'It is well known that the role of non–executive directors in corporate governance has been subject
of debate in ... Show more content on Helpwriting.net ...
It is now necessary for companies listed on the LSE to report on how they have applied the Code,
and either to confirm where they have complied with the Code 's provisions and/or where they have
not complied of they must explain the reasons why they have not complied. This contained in
Listings Rules (LR 9.8.6) and to emphasise again, there is no legal binding, however if British
pharmaceuticals plc were to enlist on the London Stock Exchange they need not comply with the
Code, but must provide explanation as to why they have not complied.
There are numerous provisions now included in the Combined Code which provide guidance to
companies with regard to their non–executive directors this essay will only examine those key
provisions relevant to the case study scenario.
There is a provision within the Code which suggests that at least half of the board should be
balanced with both executive and non–executive directors. The Higgs Review recommended at least
half of the board be made up of NEDs. The Combined Code 2006 where significantly smaller
companies are involved, the board should have at least two non–executive directors. According to
provision A.3.3 a company board should also appoint one senior non–executive director. Where
nominating new directors, such a nomination committee should be made up of and headed by a
non–executive director.
Provision B.1.3 regarding remuneration, recommends companies to assess the levels

The Case of Nurture Nature Pty Ltd. Company
With the deepening of economic globalization, company has been one of the principal participants
in the market economy. Therefore, director as the fiduciary of the company, he whether fulfill his
duty has been focus of attention. In the case of Nurture Nature Pty Ltd Company, Yolande, Shani
and Wei are the directors of the Company, but in fact the company's operation mainly control by
Yolande and Shani. Under Yolande and Shani's proposals, company spent twice the price to
purchase the equipments in order to expand into Papua New Guinea (PNG) markets. However, due
to local government has strict policy, their plan was abortion; on the other hand, Wei as a non–
executive director that he signed a loan contract on behalf of company with bank privately, which
without permission of the other directors and shareholders. The above two cases eventually made
the company into a financial crisis.
In this assignment, it will through some rules of Common Law and Corporation Act to discuss
whether Yolande, Shani and Wei breach their duty (part A) and whether the contract was bound by
Nurture Nature Pty Ltd Company (part B).
Proprietary limited company is a corporate that has a separate legal existence, perpetual succession
and limited liabilities and it also governs by the Australian Securities and Investments Commission
(ASIC). Proprietary limited company is not on the ASX list, which means it could not raise funds
from the public. Before registration, company must have a constitution or

Sem 4 Assignment 2
Assignment 2
Question 1 1. The maintenance of capital doctrine is developed to prohibit a company from reducing
its share capital because a reduction in capital would reduce the pool of funds available to the
company to pay its creditors. Section 254T provides that dividends are only payable out of profits.
This provision ensures that capital is not return to shareholders in the form of dividend. The term
"profit" is not defined in the Corporation Act. In Re Spanish Prospecting Co Ltd (1911), it was
stated "profits" implies a comparison between the states of a business at 2 specific dates usually by
an interval of a year which means the gain made by the business during the year. Section 259A
prohibits a company directly acquiring its own ... Show more content on Helpwriting.net ...
Adler was a non–executive director of Adler Corporation Ltd. HIHC is controlled by Adler through
Adler Corporation Ltd which is a substantial shareholder of HIH. After the loan, PEE became
trustee of Australian Equities Unit Trust (AEUT) which was controlled by Adler Corporation Ltd.
HIHC's $10 million loan to PEE was then applied to HIHC's subscription for $10 million worth of
AEUT units. Adler was entitled to 10 per cent of the trust's income even though the $10 million was
contributed by HIH. It was held that Adler breached his duties as an officer of HIH and HIHC under
s 181. The s 181 duty may be breached where the interests of the company are put at risk by
contraventions of other statutory provisions such as those dealing with related party transactions (s
208) and the financial assistance prohibition (s 260A). A contravention does not require the director
to gain a benefit from the conduct. It is sufficient to establish that the conduct was carried out in
order to gain an advantage. In Stoke Limited's case, Buggy has breached s 181 as he did not act in
good faith and in the best interest of the company as he arranged $200,000 to transfer into his
personal accounts and use it to provide unsecured loans to a small business owned and controlled by
him. Although the documentation

Uk Cg Code
Code Corporate Governance Financial Reporting Council September 2012 The UK Corporate
Governance Code The FRC does not accept any liability to any party for any loss, damage or
costs howsoever arising, whether directly or indirectly, whether in contract, tort or otherwise from
any action or decision taken (or not taken) as a result of any person relying on or otherwise using
this document or arising from any omission from it. Contents Page Governance and the Code 1
Preface 2–3 Comply or Explain 4–5 The Main Principles of the Code 6–7 Section A: Section B:
Section C: Section D: Section E: Leadership Effectiveness Accountability Remuneration Relations
with shareholders 8–10 11–16 17–20 21–23 24–25 Schedule A: The design of ... Show more content
on Helpwriting.net ...
Absolutely key in this endeavour are the leadership of the chairman of a board, the support given to
and by the CEO, and the frankness and openness of mind with which issues are discussed and
tackled by all directors. 4. The challenge should not be underrated. To run a corporate board
successfully is extremely demanding. Constraints on time and knowledge combine with the need to
maintain mutual respect and openness between a cast of strong, able and busy directors dealing with
each other across the different demands of executive and non–executive roles. To achieve good
governance requires continuing and high quality effort. 5. The Code's function should be to help
boards discharge their duties in the best interests of their companies. In recent reviews of the Code,
the FRC has focussed on changing the "tone" of the Code by making limited but significant changes
to signal the importance of the general principles which should guide board behaviours. It is to be
hoped that these changes will promote greater clarity and understanding with regard to the tasks of a
board and that communication with shareholders will be more effective as a result. 6. Chairmen are
encouraged to report personally in their annual statements how the principles relating to the role and
effectiveness of the board (in Sections A

How Tesoro Has Seven Board Members That Serve On This Non...
Tesoro has seven board members that serve on this non–profit. The seven members are made up of
four men and three woman. The chairman of the board is Jeremey F. Kinney. Jeremey F Kinney is
the President of Kenny Oil Company. He is also the husband of the executive director. Jeremy is on
the board first because of the family history in this foundation along with his knowledge on how to
run a business and having the investors and knowledge of donors that his name can bring to Tesoro.
Following under Jeremy is the executive director is Holly Arnold. Holly Arnold is the daughter of
Samuel Paul Arnold who was the founder of the Fort Restaurant along with Tesoro. Holly has been
around the business of The Fort her entire life. The Fort was originally built by her dad Samuel for a
place for their family to live and have as a restaurant. Holly used to live on the Fort, with a pet bear
that she saved from the circus of animal abuse. The art that was drawn of Sissy the bear is posted all
along the Fort that was hand made by the Native Americans.
The board of directors is composed of three parts that Holly has created. The first is the Executive
Committee. Holly has made herself the Executive Director not only because of her family
background, but her special interest in saving the arts and Southwest cultures is a very important
moral in her life. The remaining of the Executive Committee are composed of the following
members. These people have served for at least three to five years;

Roles And Importance Of Woolworths
Woolworths Holdings Limited
Woolworths Holdings Limited is a public company because it is listed on the Johannesburg Stock
Exchange (JSE), ends with the word 'Limited' which indicates that the company is public and offers
shares to the general public.
Importance of corporate governance:
Corporate governance is the set of rules and processes used by the top management to direct and
control the business. It is important to have corporate governance because it provides a framework
and control measures of the triple bottom line of the business and provides the interest of all
stakeholders such as the shareholders, employees, customers and management.
Profit growth:
Woolworths showed profit growth in the Clothing and General merchandise, Woolworths Food ...
Show more content on Helpwriting.net ...
An institutional shareholder can afford to buy more than an individual investor and face fewer
protective regulations. Government Employees Pension Fund is one of the institutional
shareholders.
Executive directors and non–executive directors:
An executive director is a member of the board who is part of the business and is responsible for the
business's procedures. An example of an executive director is a Managing Director or a Financial
Director. A non–executive director is also part of the board is not part of the executive team. He or
she does not take part on the day–to–day management of the business.
Internal and external auditor:
An internal auditor is an employee who provides independent evaluations of the company's financial
and operational business activities as well as the operational efficiencies. An external auditor
examines the business transactions and financial records for a company that does not employ them.
Ernest & Young Inc (EY) is the external auditor for Woolworths and has been so for 84 years.
Qualified audit

Mission Statement Of SHL
SHL is a public listed company in Malaysia and SHL had listed on the Main Board of Bursa
Malaysia Securities Berhad. The Group begin in the year 1940, as a single company dealing in
traditional commodities. In the year 1960, the Group ventured into property development on a joint–
venture basis. In the year 1985, SHL embarked on its first own housing project in Selangor.
Currently, the Group had successfully developed more than 18,000 units of houses in various
housing schemes. The Group is currently represented in several major sectors of the economy such
as property development, construction, manufacturing, quarrying, trading and hospitality services
(Appendix 1).
Mission and vision Statement
The group does not disclose their Vision and Mission statement. However, the group mentioned
their future prospect in annual report. The group will be focusing on building landed properties and
affordable value homes, continue creating value for all stakeholders, improving the delivery system
and enhancing the competitive advantage.
Board of directors
The current Chairman of the SHL is Y.A.M. Tengku Abdul Samad Shah Ibni Almarhum Sultan
Salahuddin Abdul ... Show more content on Helpwriting.net ...
Board of directors
DATO' SERI LIM BOCK SENG is the chairman of LBS and TAN SRI LIM HOCK SAN is the
group managing director. There are other 8 director in the board (Appendix). He is the father of Tan
Sri Lim Hock San and other 4 director, SHL is a family company. There will be some conflict of
interest occur.Moreover, the Group has 4 executive director and non–independent non–executive
director (Appendix 2). All member is the Board never been convicted in any offence within the past
ten years.
Auditor analysis of the

American Express
American Express
Chairman/CEO Influence and Outcomes
7/30/2011
Table of Contents
American Express Overview 3
James D. Robinson 3
Success and Failures of Robinson 3
Board Of Directors 4
Decisions Required 4
Candidates for CEO Position 5
Robinson's Strategy 5
Decisions Of The Board 5
Problems Faced By American Express 6
Solution 7
Lessons Learnt 7
References 7
American Express Overview
American Express Company (American Express), incorporated in 1965, is a global service company
The Company's principal products and services are charge and credit payment card products and

travel–related services offered to consumers and businesses around the world. American Express
Company and its principal ... Show more content on Helpwriting.net ...
An innovative product called 'Optima' cards caused $112m loss to AmEx.
Shearson stock fell down to 1/3rd, and AmEx had to buy all its remaining shares. Shearson's CEO
Mr. Peter Cohen was fired.
Board Of Directors
In 1992, American Express had one of the largest board in USA. It contained 19 board members and
only three of these were company employees. With majority as independent and non–executive
directors, AmEx's board was also an admirable one. Some of the Directors on the board were:
Mr. Rawleigh Warner and Mr. Richard Furlaud – 2 most senior board members. (These two
members joind board in 1972, before Robinson was appointed as CEO/Chiarman.)
Mr. Howard Clark (Robinson's predecessor as CEO), was not a board member but was a regular
attendee of meetings.
Drew Lewis, CEO of Union Pacific .
Henry Kissinger, the former secretary of state.
F. Ross Johnson, the impetuous ex–CEO of RJR Nabisco.
Vernon Jordan, the civil–rights lawyer.
Decisions Required
Warner brought to light evidences of setbacks that had befallen AmEx under Robinson's leadership.
He pointed out many events proving this, which All this had a cost of billions of dollars to
shareholders: Attempted takeover of Philadelphia Life Insurance Co. in 1977. Aborted mergers
Problems at Shearson episodes involving Safra and RJR Nabisco the losses from Optima the

The Pros And Cons Of Agency Theory
Michael (2015) defined agency theory as the branch of financial economics that looks at conflicts of
interest between people with different interests in the same assets. Agency theory raises a
fundamental problem in organizations called self–interested behavior. This is when managers seek
to maximize their own personal gains at the expense of shareholders. Managers, acting as the agents
for shareholders are supposed to make decisions that will maximize shareholders wealth. But when
managers seek their own interest other than the interest of shareholders, agency conflict
emerges.The separation of ownership and control can lead to managers of companies taking actions
that may not tend to maximize shareholder wealth, due to the adequate knowledge they have on
their field of work, which benefits them and not the owners. Also, the existence of information
asymmetry ... Show more content on Helpwriting.net ...
In the combined leadership structure the CEO of the firm also works as the chairman of the board.
In the split structure on the other hand the powers and the responsibilities of CEO and that of
chairman of the board are separated (Ponnu, 2008). The Boards of Directors are expected to be more
independent and efficient in fulfilling their monitoring duties when the CEO is not the chairman of
the board (Osma, 2006). The agency theory argues that CEO dominance can lead to opportunistic
behaviour which can decrease shareholder wealth. Al–Harkan (2005) reports that the importance of
separating the responsibilities of the chairman and the CEO will help companies achieve an
effective corporate governance system. A number of barriers affect the effectiveness of the Board of
Directors, some of which are the lack of rotation plans, committee structure not functioning
properly, lack of strategic plans, and the failure to take unproductive members off the

Basic Responsibilities Of Non Profit Board Of Director
Basic Responsibilities of Non–Profit Board of Director
Abstract
As world business has changed dramatically during recent years, chargers of business entities,
including Non–Profit entities, urged to find a perfect rules in order to enhance their competence
within an excellent environment. To fulfill the requirement, the National Center for Non–Profit
Board has issued a paper on "Ten Basic Responsibilities of Non–Profit Boards" to clarify the roles
and responsibility of the board about 30 years ago. This regulation paper requires ten basic
responsibilities including Determine the organization, Select the executive director, Support the
executive and review his/her performance, Ensure effective organizational planning, Monitor and
strengthen programs and services, Ensure adequate resources, Protect assets and provide financial
oversight, Build a competent board, Enhance the organization's public standing and Ensure legal and
ethical integrity (Richard T. Ingram, Ten Basic Responsibilities of Nonprofit Boards, Second Edition
(BoardSource 2009). We will first introduce the Board of Director and purpose of Non–Profit Board
of Director, then introduce all of ten responsibilities in detail and finally make extension about it.
1. What is Board of Directors
A Board of directors, in my opinion, is a body of one person or a group of people who should
oversee the performance of a organization. The goal of Board of Directors is to protect the
organization 's assets and to use source to

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