Questions On Non Executive And Executive Directors Essay

Questions On Non Executive And Executive Directors Essay
781+315= 1096 people 1.3.1Identify how many non–executive and executive directors Taste Holding had in 2015.(2) 7 non–executive and 4 executive
directors 1.3.2Explain 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 1.4Outlined 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 1.5Many 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
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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
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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

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

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 Responsibility12 4.Recommendations12 5.Conclusion14 6.References15 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

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
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Board of directors
DATO' SERI LIM BOCK SENG is the chairman of LBS and TAN SRI LIM HOCK SAN is the groupmanaging 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

Corporate Governance Arrangement for G4S
1Executive 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, riskmanagement, relations with shareholders and the appointment on
board directors. 2Introduction
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

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,

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 themanagement 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

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
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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

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

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. Anon–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

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

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:
п‚§Overseeing the conduct of the Company's business so that it is effectively managed in the long–term interests of shareholders;
п‚§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;
п‚§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

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...
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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

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

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,

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

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. пѓјThe 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

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. EdwardsThe 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

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

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

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
This committee comprised of one Non–Executive Director and two independent Non–Executive Directors. The remuneration committee makes
recommendations on following matters;
пѓ Remuneration framework and levels of the Senior Management
пѓ Senior Management performance and equity–based remuneration plans including performance incentives and hurdles
пѓ Remuneration of Executive Director
пѓ 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

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

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

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 anon–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

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

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

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

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

American Express
American Express
Chairman/CEO Influence and Outcomes
7/30/2011
Table of Contents
American Express Overview3
James D. Robinson3
Success and Failures of Robinson3
Board Of Directors4
Decisions Required4
Candidates for CEO Position5
Robinson's Strategy5
Decisions Of The Board5
Problems Faced By American Express6
Solution7

Lessons Learnt7
References7
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

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

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

Women on Corporate Board of Director
1.0Introduction
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
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. 2.2Role 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

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 theexecutive 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;

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
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

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

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

Questions On Non Executive And Executive Directors Essay

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