...Corporate Governance Apple’s Board of Directors 07 May 2013 Introduction As we all know, the competition in IT industry is extremely intensive. Tremendous amount of companies are providing customers various electronic products with different features. However, Apple is the most popular and amazing company on the earth, brought us the most delicate, fancy, high-end electronic devices and software just like from future. It is the kind of company, who totally blew people’s mind and change people’s life on the way they listening to the music, making phone call, taking photos and etc. Apple Inc., formerly Apple Computer, Inc., is an American multinational corporation, which was founded by Steve Jobs, Steve Wozeniak on April, 1976 with a release of the Apple 1, and it was incorporated in Cupertino, California in 1977. Apple is the world’s second-largest information technology company by revenue after Samsung Electronics and the world’s third-largest mobile phone maker after Samsung and Nokia. However, the company is facing a problem for its contractor’ labor practices its declining market value. Board According to the Model Business Corporation Act, the Board has fiduciary duty, including duty of care, duty of loyalty and fair dealing, and duty of supervision. Also, based on the judgment rule, it protects board members from liability if they make reasonable decision. There is no certain form of board is perfectly good from every company. However, assuming all public firms have...
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...the company was recognizing his efforts. While performing his duties Dale feels he is putting his best efforts toward his perception of cost control by not wasting packing supplies and as well as using company property in an efficient and in a cost-effective manner. However, even though Dale feels he is carrying out his work with full efficiency as is his group of co workers in his department, the result is a downturn in the company stock price by almost $2 a share over the last nine months. What should the management of Sports Products, Inc. pursue as its overriding goal? Why? The overriding objective of the company management of Sports Products needs to focus on how to maximize the assets of the shareholders in the business. The corporate objective task of making the most of shareholder wealth presupposes that company management work in the best interests of stockholders and not just their own individual goals and not to try to seize wealth from lenders to benefit company stockholders. Stockholder wealth maximization also presumes that company managers do not take measures to mislead...
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...Apple Corporation is governed by a Board of Directors, a CEO and a standard Executive Board. Their Board of Directors includes such names as former Vice-President Al Gore, Chairman of the Walt Disney Company, Robert Iger, and Andrea Jung, Chairman of the Avon Corporation. Tim Cook took over CEO duties following the passing of Apple founder, Steve Jobs, last year. I studied both their Business Conduct documents and articles on employee satisfaction for this assignment (Apple, 2012). What immediately struck me were their basic principles of how they conduct their business. They are very focused on creating high-quality products and services and have four basic standards: * Honesty – demonstrate honesty and high ethical standards in all business dealings. * Respect – treat customers, suppliers, employees, and others with respect and courtesy. * Confidentiality – protect the confidentiality of Apple’s information and the information of our customers, suppliers and employees. * Compliance – ensure that business decisions comply with all applicable laws and regulations. (Apple, 2012). Second was the “Retaliation is Not Tolerated” policy, which states “Apple will not retaliate, and will not tolerate retaliation, against any individual for filing a good-faith complaint with management, HR, Legal, Internal Audit, Finance, or the Business Conduct Helpline, or for participating in the investigation of any such complaint” (Apple, 2012). Third, their Customer...
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...Notice of 2013 ANNuAl MeetiNg ANd Proxy stAteMeNt April 24, 2013 New orleans, louisiana Notice of 2013 ANNuAl MeetiNg of sHAreoWNers Time and Date: 10:00 a.m. central time, April 24, 2013 Location: ernest N. Morial convention center, 900 convention center Blvd., New orleans, lA 70130 March 13, 2013 Dear Shareowners: You are invited to attend General Electric Company’s 2013 Annual Meeting of Shareowners to be held at the Ernest N. Morial Convention Center, 900 Convention Center Blvd., New Orleans, LA 70130, on April 24, 2013, at 10:00 a.m. Central Time. Following a report on GE’s business operations, shareowners will vote: • to elect the directors named in the proxy statement for the coming year; • to approve our named executives’ compensation in an advisory vote; • to ratify the selection of our independent registered public accounting firm for 2013; and • on the shareowner proposals set forth on pages 44 through 49, if properly presented at the meeting. Shareowners also will transact any other business that may properly come before the meeting. You are eligible to vote if you were a shareowner of record at the close of business on February 25, 2013. Please ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or the Internet, or by completing, signing, dating and returning your proxy form in the enclosed envelope. If you plan to attend the meeting, please follow the advance registration instructions under...
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...Seattle, Washington January 26, 2012 Dear Shareholders: You are cordially invited to attend the Starbucks Corporation 2012 Annual Meeting of Shareholders on March 21, 2012 at 10:00 a.m. (Pacific Time). The meeting will be held at Marion Oliver McCaw Hall at the Seattle Center, located on Mercer Street, between Third and Fourth Avenues, in Seattle, Washington. Directions to McCaw Hall and transportation information appear on the back cover of the notice of annual meeting and proxy statement. Under the Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet, Starbucks has elected to deliver our proxy materials to the majority of our shareholders over the Internet. This delivery process allows us to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On January 26, 2012, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2012 Annual Meeting of Shareholders and fiscal 2011 annual report to shareholders. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail. The Notice will serve as an admission ticket for one shareholder to attend the 2012 Annual Meeting of Shareholders. On January 26, 2012, we also first...
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...and more enjoyable. The Company focuses on strong global brands in its core businesses – Oral Care, Personal Care, Home Care and Pet Nutrition. Colgate follows a tightly defined strategy to grow market shares for key products, such as toothpaste, toothbrushes, bar and liquid soaps, deodorants/antiperspirants, dishwashing detergents, household cleaners, fabric conditioners and specialty pet food. Cover: Photo taken in Chengdu City, Sichuan Province, China Contents: Financial Highlights Dear Colgate Shareholder Succeeding With Consumers Succeeding With The Profession Succeeding With Our Customers Innovating Everywhere Effectiveness And Efficiency In Everything 18 Strengthening Leadership Worldwide 2 4 8 10 12 14 16 20 Colgate’s Corporate Governance Commitment 21 Your Board Of Directors 22 Your Management Team 23 Non-GAAP Reconciliation Of Financial Measures 24 Global Financial Review/Form 10-K IBC Shareholder Information t Mexico Financial Highlights 2006 2007 2008 2009 2010 Net Sales ($ millions) 2006 2007 2008 2009 2010 $12,238 $13,790 $15,330 $15,327 $15,564 (Dollars in Millions Except Per Share Amounts) 2005 2006 Worldwide Sales Unit Volume 2007 Gross Profit Margin 2008 Operating Profit 2009 Operating Profit Margin Net Income Attributable to Colgate-Palmolive Company Net Income Attributable to Colgate-Palmolive Company Percent to Sales Diluted Earnings Per Share Dividends Paid Per Share Operating Cash Flow...
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...Financial Highlights (In millions, except for per share amounts) Year-end 2011 2010 % B/(W) change Company sales Franchise and license fees and income Total revenues Operating Profit Net Income – Yum! Brands, Inc. Diluted Earnings Per Common Share before Special Items Special Items Earnings Per Common Share (a) (a) $ 10,893 1,733 $ 12,626 $ $ $ $ $ 1,815 1,319 2.87 (0.13) 2.74 2,170 $ 9,783 1,560 11 11 11 3 14 14 NM 15 10 $ 11,343 $ $ $ $ $ 1,769 1,158 2.53 (0.15) 2.38 1,968 Reported Diluted Earnings Per Common Share Cash Flows Provided by Operating Activities (a) See page 23 of our 2011 Form 10-K for further discussion of Special Items. Contents Dear Partners..................................................................................... 1 China and A Whole Lot More .......................................................2–5 Improving US Brand Positions .................................................... 6-7 Core Strategies ...................................................................................... 8 Business Model...................................................................................... 9 Taking People With You ..................................................................... 10 ABOUT THE PAPER USED FOR THIS REPORT The inks used in the printing of this report contain an average of 25% - 35% vegetable oils from plant derivatives, a renewable resource. They replace petroleum based inks as an effort to also reduce...
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...and more enjoyable. The Company focuses on strong global brands in its core businesses – Oral Care, Personal Care, Home Care and Pet Nutrition. Colgate follows a tightly defined strategy to grow market shares for key products, such as toothpaste, toothbrushes, bar and liquid soaps, deodorants/antiperspirants, dishwashing detergents, household cleaners, fabric conditioners and specialty pet food. Cover: Photo taken in Chengdu City, Sichuan Province, China Contents: Financial Highlights Dear Colgate Shareholder Succeeding With Consumers Succeeding With The Profession Succeeding With Our Customers Innovating Everywhere Effectiveness And Efficiency In Everything 18 Strengthening Leadership Worldwide 2 4 8 10 12 14 16 20 Colgate’s Corporate Governance Commitment 21 Your Board Of Directors 22 Your Management Team 23 Non-GAAP Reconciliation Of Financial Measures 24 Global Financial Review/Form 10-K IBC Shareholder Information t Mexico Financial Highlights 2006 2007 2008 2009 2010 Net Sales ($ millions) 2006 2007 2008 2009 2010 $12,238 $13,790 $15,330 $15,327 $15,564 (Dollars in Millions Except Per Share Amounts) 2005 2006 Worldwide Sales Unit Volume 2007 Gross Profit Margin 2008 Operating Profit 2009 Operating Profit Margin Net Income Attributable to Colgate-Palmolive Company Net Income Attributable to Colgate-Palmolive Company Percent to Sales Diluted Earnings Per Share Dividends Paid Per Share Operating Cash Flow...
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...Growing In A Fast-Changing World Colgate-Palmolive Company Growing In A Fast-Changing World Colgate’s sharp focus on its proven global strategies is fueling growth in today’s fastchanging global marketplace. This focus, supported by Colgate’s global values of Caring, Continuous Improvement and Global Teamwork, has enabled the Company to improve and adapt with speed and insight. In 2012, Colgate delivered another year of strong results despite volatile currencies and challenging macroeconomic conditions worldwide. Colgate people remain sharply focused on the Company’s four strategic initiatives: Engaging to Build Our Brands, Innovation for Growth, Effectiveness and Efficiency, and Leading to Win. Colgate-Palmolive Company is a $17.1 billion global company serving people in more than 200 countries and territories with consumer products that make lives healthier and more enjoyable. The Company focuses on strong global brands in its core businesses – Oral Care, Personal Care, Home Care and Pet Nutrition. Colgate follows a tightly defined strategy to grow market shares for key products, such as toothpaste, toothbrushes, bar and liquid soaps, deodorants/antiperspirants, dishwashing detergents, household cleaners, fabric conditioners and specialty pet food. Cover: Photo taken in rural Uttar Pradesh, India. Brazil United Kingdom Brands Innovation Engaging To Build Our For Growth Italy Efficiency Effectiveness And IFC 2 8 10 12 14 16 20 Contents: Growing...
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...NON EXECUTIVE DIRECTORS A member of a company's board of directors who is not part of the executive team. A non-executive director (NED) typically does not engage in the day-to-day management of the organization, but is involved in policy making and planning exercises. In addition, non-executive directors' responsibilities include the monitoring of the executive directors, and to act in the interest of any stakeholders. Also called external director, independent director and outside director. ROLE OF NON EXECUTIVE DIRECTORS * Provide objective and independent advice to the Board to enable it to make better decisions in the interest of all shareholders * Bring a genuine independent perspective to enhance decision making * Provide value added input to strategy and strategic development * Act in the best interests of the company as a whole rather than any one particular group of shareholders * Assist in carrying out the duties of the Board, such as: * reviewing, approving and on-going monitoring of the strategic plan * reviewing organizational capability in relation to stated objectives * reviewing financial performance against targets * raising capital * reviewing any major changes in the company, such as financial and organization structure * providing advice on major investments/divestments to be made * monitoring legal, ethical, risk and environmental compliance where appropriate * Act as a catalyst for change...
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...-the relationship of the leader to the board has a tremendous impact on the organization’s ability to fulfill its mission. -they work with to create the most effective, strong, and healthy boards possible to serve the organizations that they lead. -The chapters provide a brief overview of the best practice and its relationship to board development. -Join this journey of exploring the best practices of strong and effective boards. guiding the reader from a solid starting point of development by establishing role, purpose and function of the board to knowing and communicating the organization’s mission, vision and values. -Board members intentionally and routinely engage in mutual accountability, communication, evaluations and board development while taking the necessary time to process decisions eliminating unnecessary surprises. Boards unite and resolve to work together through change and transitions for the good of the Kingdom, the advance of the Gospel, and the prosperity of the organization. -to exhibit generosity as board members and to be outstanding examples of giving regularly and sacrificially to the church, college or organizations they serve in order to establishment a culture of board development that embraces the principle of “passing it on,” by developing new board participants that will lead to a strong and healthy future for the organization. - as a board member or as leader of an organization can take your present board environment and develop it into...
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...The role of ethics and compliance in Starbucks is set in place to ensure that all of Starbuck’s staff from the baristas working the front counter to the corporate staff are all abiding by federal laws and regulations. Ethics in financial practices are sometimes hard to believe. The agency problem is the result of conflict of interest between stockholders and the managers of a firm (Titman & Keown, p. 15, 2011). “A conflict of interest is a situation in which a person has a private or personal interest sufficient to appear to influence the objective exercise of his or her official duties (“Business Ethics”, n.d.). An example of a conflict of interest would be if the CFO attempted to acquire a property or investment from a friend or family member without acting in the best interest of Starbucks and it’s shareholders. Corporate advisors, in this case a CEO or CFO are legally required to make fair and ethical financial decisions. The Sarbanes-Oxley Act or SOX, passed by Congress in 2002 holds corporate advisors that have access to influence company decisions legally accountable for any instances of misconduct (Titman & Keown, p. 11, 2011). The SOX act is in effect in order to protect corporate shareholders against financial misconduct and accounting fraud. According to Starbuck’s Code of Ethics for CEO and Finance Leaders are required to follow the following seven duties: act with honesty and integreity, avoiding actual or apparent conflicts of interest, provide internal...
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...acknowledgement to all who have contributed to this work in some form: writing this thesis would have otherwise been like swimming through mud. To my supervisor, Professor Andreas van Wyk, thank you for your leadership, patience, and academic skill in guiding me through the research process. To Adéle Mulder and Charl Marais, thank you for your continuous insight and perspectives, both academic and otherwise. And finally to Hilda and Gerrie Steyn, who have been absolutely crucial throughout all my years of study, thank you for your indispensable support, in all its forms. iv SUMMARY The worldwide increase of corporate failures on the scale of Enron and WorldCom has sparked a renewed international trend of corporate governance review. With the external company auditor blamed at least in part for many corporate failures, corporate governance reform also necessitates a review of the statutory regulation of the company auditor. In particular, the lack of auditor independence when auditing clients has been under the legislator’s spotlight. The problems associated with unregulated or poorly regulated auditors are well...
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...Corporate Compliance Plan Introduction Having a good corporate compliance plan is essential to all businesses. Without an effective plan a business will have no clear direction. With no direction a business will surely be in legal turmoil. Once in legal turmoil, a business will fail. Business Overview Riordan Manufacturing is a global plastics manufacturer employing 550 people with projected annual earnings of $46 million. The company is wholly owned by Riordan Industries, a Fortune 1000 enterprise with revenues in excess of $1 billion. Its products include plastic beverage containers produced at its plant in Albany, Georgia, custom plastic parts produced at its plant in Pontiac, Michigan, and plastic fan parts produced at its facilities in Hangzhou, China. The company's research and development is done at the corporate headquarters in San Jose. Riordan's major customers are automotive parts manufacturers, aircraft manufacturers, the Department of Defense, beverage makers and bottlers, and appliance manufacturers. Legal Liability of Administration Riordan Manufacturing’s Corporate Compliance plan is for all employees. Compliance with the program starts with the officers and directors of Riordan. All employees of Riordan are expected to follow the set standards. The administration of Riordan is no exception to the set standards. The Corporate Compliance Plan will focus on the liability of the officers and directors of Riordan Manufacturing. Legal Options When legal...
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...different divisions. There is very less resource sharing between different divisions in terms of materials, infrastructure and knowledge. They are connected to each other by the ‘Tyco’ name and the budget allocation and people policies. All the six divisions are controlled financially. The objective of this system to increase entrepreneurial behavior among the executives and different managers. Tyco in the past had grown by acquisitions of companies of different fields. So, controlling all divisions financially has led to growth of the company in systematic manner. So, Tyco International should not divided into six different companies. Being one company, Tyco gets synergies in terms of financial control of all six divisions and governance structure. The compensation structure defined by centre facilitate the culture for achieving highest growth rate in each division and does not restrict only to achieve bare target. The freedom given to look for companies to be acquired to operational managers increases the entrepreneurial behavior among managers. The managers can themselves judge which company’s acquisition will help the growth of the division to 15 % year to year or more. 2. Is Tyco’s strategy...
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