...Key Issues for Directors in 2014 — The Harvard Law School Forum on Corporate Gover... Page 1 of 2 Key Issues for Directors in 2014 Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Monday December 16, 2013 at 9:20 am Editor’s Note: Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. This post is based on a Wachtell Lipton memorandum by Mr. Lipton. For a number of years, as the new year approaches I have prepared for boards of directors a one-page list of the key issues that are newly emerging or will be especially important in the coming year. Each year, the legal rules and aspirational best practices for corporate governance, as well as the demands of activist shareholders seeking to influence boards of directors, have increased. So too have the demands of the public with respect to health, safety, environmental and other socio-political issues. In reviewing my 2013 issues memo, I concluded that the 2013 issues continued as the key issues for 2014 with a few changes in detail or emphasis. My key issues for 2014 are: • 1. Maintaining a close relationship with the CEO and working with management to encourage entrepreneurship, appropriate risk taking, and investment to promote the long-term success of the company, despite the constant pressures for short-term performance, and to navigate the dramatic changes in domestic and world-wide economic...
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...governance: basic stance Honda considers corporate governance one of the most important management issues. We’re strengthening it on the basis of our fundamental corporate philosophy, aiming to have the global community—including our customers, shareholders and investors—place even greater trust in us as we strive to be a company society wants to exist. To ensure objective oversight of management, Honda appoints outside directors to its Board of Directors and outside auditors to its Board of Auditors. To strengthen its business execution system in each region and workplace, as well as enhance the supervisory function of the Board of Directors, Honda has introduced an Operating Officer System. To help its Board of Directors respond quickly to changing business environments, as well as to improve the flexibility of its decisionmaking process, Honda limits directors’ assignments to one year and Corporate Governance: Organization Board of Auditors: 5 Auditors (Outside Auditors: 3 Auditors) Business Ethics Committee: 6 Officers Compliance Officer Regional Sales Operations (Japan) Regional Operating Board Risk Management Officer Regional Operations (North/ Central America) Regional Operating Board determines their compensation in accordance with business results. Based on its fundamental corporate philosophy, Honda has refined its organizational structure. A general manager from the Board of Directors or an Operating Officer is now assigned to each administrative region, business...
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... 2015 Introduction The Board of Djerriwarrh Investments Limited (the Company) is committed to the highest standards of ethical behaviour and to having an effective system of corporate governance commensurate with the size of the Company and the scope of its business operations. In accordance with ASX Listing Rule 4.10.3, set out below are the applicable ASX Corporate Governance Council’s eight principles of corporate governance (ASX Governance Principles) and outlined accordingly is how the Board has applied each principle and the recommendations set out within them during the course of the financial year ended 30 June 2015. A copy of the ASX Governance Principles can be found on ASX’s website, www.asx.com.au The Company is fully supportive of the ‘if not, why not’ disclosure‐based approach to governance adopted by the ASX Governance Principles and the recognition within them that there is no single model of corporate governance and that good corporate governance practice is not restricted to adopting the recommendations contained in the ASX Governance Principles. Principle 1: Laying solid foundations for management and oversight This Principle requires the Company to establish and disclose the respective roles and responsibilities of both the Board and management and how their performance is monitored and evaluated. Role of the Board The Company’s Corporate Objective, as determined by the Board, is to invest in Australian equities with a focus on ...
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...deteriorate in 2000. The managers, particularly Bernard J. Ebbers and Scott Sullivan, struggled to maintain the company's main performance indicator, the Expense-to-Revenue (E/R) ratio in order to maintain its lucrative image. As the size of the organization increase through extensive mergers and acquisitions, the corporate culture of the company was all jumbled up and there were no uniformity in the management policies in each department. Furthermore, the company's focus on building revenue and disregarding the long-term costs had caused the company burdensome amount of expenses. While the telecommunication industry decline, the managers was forced to use extremity to sustain the good image of the business, thus started to manipulate the accounts, specifically through the release of accruals and capitalization of costs. The conduct was performed through monarch orders by the top management commanding the General Accounting Department to manipulate the accounts, restricting the scope of inquiry of the Internal Audit Department, misleading the External Auditor and also the Board of Directors. Executive Summary Table of Contents Introduction 3 1.0 Statement of Problem 4 2.0 Causes of Problem 6 3.0 Decision Criteria and Alternative Solutions 14 4.0 Recommended Solution, Implementation and Justification 28 Appendix 32 Introduction WorldCom was established in 1983 as a long distance telephone provider that known as Long Distance Discount Services (LDDS)...
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...Clause 49 of Listing Agreement The company agrees to comply with the following provisions: I. Board of Directors (A) Composition of Board i. The Board of directors of the company shall have an optimum combination of executive and non-executive directors with not less than fifty percent of the board of directors comprising of non-executive directors. ii. Where the Chairman of the Board is a non-executive director, at least one-third of the Board should comprise of independent directors and in case he is an executive director, at least half of the Board should comprise of independent directors. Provided that where the non-executive Chairman is a promoter of the company or is related to any promoter or person occupying management positions at the Board level or at one level below the Board, at least one-half of the Board of the company shall consist of independent directors. Explanation-For the purpose of the expression “related to any promoter” referred to in sub-clause (ii): a. If the promoter is a listed entity, its directors other than the independent directors, its employees or its nominees shall be deemed to be related to it; b. If the promoter is an unlisted entity, its directors, its employees or its nominees shall be deemed to be related to it.” iii. For the purpose of the sub-clause (ii), the expression ‘independent director’ shall mean a non-executive director of the company who: a. apart from receiving...
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...Scenario in Corporate Governance | 03-04 | Corporate Governance Practices By State Bank of India, India | 04-05 | Corporate Governance Practices By Axis Bank Ltd, India | 05-13 | Corporate Governance Practices by National Australia Bank, NAB | 13-18 | Corporate Governance By HSBC, London | 19-23 | Conclusion | 23 | Reference | 23 | Introduction: The issue of corporate governance has come up mainly in the wake up economic reforms characterized by liberalization and deregulation. Corporate governance has at its backbone a set of transparent relationships between an institution’s management its board, shareholders and other stakeholders. Corporate governance has come up mainly in the wake up of economic reforms characterized by liberalization and deregulation. According to OECD, the corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation, such as, the board, managers, shareholders and other stakeholders and it also spells out the rules and procedures for making decisions on corporate affairs. Corporate governance is exclusively of board of directors in a manner that it becomes a way of organizational life and not merely written rules or regulations or code of ethics. Ethics and transparency are cardinals of corporate...
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...Business Management Vol. 5(30), pp. 12050-12065, 30 November, 2011 Available online at http://www.academicjournals.org/AJBM DOI: 10.5897/AJBM11.1232 ISSN 1993-8233 ©2011 Academic Journals Full Length Research Paper Management accounting: An instrument for implementing effective corporate governance Mayanja MK and Van der Poll HM Department of Management Accounting, Unisa, Pretoria, 0003 South Africa. Accepted 28 September, 2011 Management accounting is not given sufficient emphasis, at the board level, as a provider of timely and relevant information to facilitate the execution of good corporate governance. Without management accounting information corporations in Botswana may find it difficult to create sustainable corporate governance. A qualitative approach using questionnaires and interviews were used to establish the extent to which management accounting tools are applied by the directors in the target companies. The research was carried out amongst listed companies on the stock exchange and the parastatal companies in Botswana. Furthermore documentation, for instance annual financial statements from the companies were reviewed. Most directors in the companies do not fully utilise the tools of management accounting in decision making. Management accountants have also failed to provide the relevant information to the board. To execute their duties efficiently, directors may need to call for the management accounting reports from the senior management level up to...
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... For: Professor Alexander K. Buchholz Auditing Accounting 7108X THE CRITICAL ISSUE: The critical issue is that the management approach of Callmate Telip in reporting sales of their new international prepaid calling card was in strong contrast to the auditor’s opinion of how those sales should have been recorded. THE CRITICAL FACTORS: •Sales Reporting Policy •Management & Board of Directors Approach to Issues •Bonuses & Stock Sale •Refusal to Accept the SECP Recommended Auditors •The Auditor’s Role SALES REPORTING POLICY The overall strategic development of management was focused on robust growth or the appearance of such growth. This led to Callmate recognizing revenue when the sale transaction of the prepaid calling card was completed as opposed to when the calling cards were utilized. Though the auditors advised them that the approach wasn’t in compliance with the international financial statement reporting, they refused to change the accounting method and make revisions. Their primary concern was based on the effect the change would have had on reported revenue for that half of 2005 and thus the market price/ valuation of the company's stock which traded on the Karachi Stock Exchange (KSE). MANAGEMENT & BOARD OF DIRECTORS APPROACH TO ISSUES The tone at the top was one that encouraged continuous appearance of aggressive financial growth. Managements publicized growth agenda was based on the premise of showing strong sales growth in order...
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...longevity are critical to the success of the global economy. Although facing many of the same dayto-day management issues as publicly-owned companies, they must also manage many issues specific to their status. Sir Adrian Cadbury’s long and distinguished business career was built on his dual expertise in both corporate governance and family firms. A recognised authority on the former, he led the committee which laid the foundations for corporate governance in the UK. Thereafter, he played a crucial role in developing corporate governance standards in many other countries. Sir Adrian also has a first-hand understanding of family firms. His career began with his own family’s firm, the Cadbury company. Joining its board when it was still privately owned, he subsequently became its chairman. During his tenure, Cadbury was transformed into a public company and subsequently merged with Schweppes. His unique perspective of family firms and their governance is at the heart of this report. To lend a global dimension to the topic, we have also studied five other family firms from around the world, focusing on the development and evolution of their corporate governance structures. These are presented in five short case studies. This report seeks to highlight the very particular advantages and challenges of family firms in a highly competitive global economy. We hope it also helps family Boards everywhere to “create tomorrow’s firm out of today’s.” A....
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... Arya Ghosh (S00177114) Janey Rose Sagana (S00176976) Minella Ann Rivera (S00177014) Arun Babu George (S00177033) Submitted on 25th September 2014 1/1/1900 2014 2014 Group Assignment: Case Study – Sydney Airport & Santos Limited Group Assignment: Case Study – Sydney Airport & Santos Limited BUSN 603- CORPORATE GOVERNANCE AND SOCIAL RESPONSIBILITY North Sydney Campus BUSN 603- CORPORATE GOVERNANCE AND SOCIAL RESPONSIBILITY North Sydney Campus Table of Contents Company Profile: 3 SANTOS MINING 3 Profile 3 Board Composition and Structure 3 Risk Management / Internal and External Controls 4 Code Of Conduct 4 Transparency Issue-Santos 4 SYDNEY AIRPORT 5 Profile 5 Board Composition / Structure 5 Risk Management / Internal and External Controls 6 Code of Conduct 6 Remuneration Committe Issue-Sydney Airport 6 Discussion And Conclusions 7 SECTION 2 7 Answer: (Question1, See Appendix) 7 SANTOS Limited Remuneration 7 Sydney Airport Remuneration 9 Answer: (Question 2, See Appendix)) 9 References 11 Appendix 13 Section 2 Questions 13 SANTOS Remuneration Table & Chart 13 Remuneration Committee Santos 15 Remuneration Committee Sydney Airport 15 Sydney Airport RemunerationTable & Chart 16 Company Profile:- SANTOS MINING Profile SANTOS (South Australian Northern Territory Oil Search) was founded in 1954 and was active in energy business for more than 50 years...
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...The essential focus of the code is that the board should exercise leadership to prevent risk management from becoming a series of activities that are de-punched from the realities from the company‟s spirit or activities. Greater emphasis is placed on the board to ensure that it is satisfied with management of risk. According to Zororo Muranda (2006), it is appropriate for many banks, especially large banks and internationally active banks, to have a board-level risk committee or equivalent, responsible for advising the board on the bank‟s overall current and future risk tolerance/appetite and strategy, and for overseeing senior management‟s implementation of that strategy. The Denmark‟s Recommendations on Corporate governance code (2009) provides that, this should include strategies for capital and liquidity management, as well as for credit, market, operational, compliance, reputational and other risks of the bank. Question 1 Par (a). i. Corporate governance issues at Royal bank Corporate Governance can be summed up as the relationship among stakeholders that is used to determine and control the strategic direction and performance of organizations. The following are the corporate governance issues at Royal bank. i. Owners running the entity The board of directors were running the bank and they had The Board of Directors were supposed to be the governing body for a company that takes all...
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...past, will meet market expectations in the future,” she said. Somers also said that investors had a particular responsibility in respect of publicly quoted companies. She said they must “demand better standards and require better disclosure and then differentiate and penalise those companies that do not provide them.” ISE companies not solely responsible Also speaking at the conference was the Chairman of the Irish Stock Exchange, Padraic O’Connor, who said that while most Irish-listed companies complied closely with the Combined Code – a key guide for corporate governance issues for public companies – problems had arisen where some companies deviated from the principles of the code. He cited in particular instances when the Chairman of a company was also Chief Executive or a former Chief Executive as an example. O’Connor also warned against devolving responsibility for corporate governance issues solely to publicly listed companies: “Responsibly for Ireland’s international corporate governance reputation is not the sole responsibility of the 29 companies listed on the Irish Stock Exchange. “The hundreds of thousands of privately owned companies and the numerous semi-state companies are equally responsible for ensuring our national reputation for probity and good corporate governance – and indeed many of the damaging revelations of...
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...Who is on the Board of Directors A corporation consists of low-level management, middle management, top management, a board of directors, and the shareholders. The board of directors oversee the top management (which oversee the middle and low-level management) with the agreement of the shareholders. According to Wheelen & Hunger, the board of directors are responsible for setting the corporate strategy, overall direction, mission, or vision; the hiring and firing of the CEO and top management; the controlling, monitoring, or supervising of top management; reviewing and approving the use of resources; and caring for shareholder interests (2012, pg. 45). To become a board member, you should have experience in the business field or a specific function within the organization. There are inside directors which are usually top management or executives of the organization. However, outside directors can also gain seats on the board; these board members can be on the board of another organization, but they are not employed under the board's corporation, they are high level executives of other corporations. Having the right number of inside and outside directors on the board depends on the side you are asking. Some believe that having to many “insiders” on the board may start to drive the corporation in the wrong direction, in the direction of personal gains. On the other hand, some believe having o many outsiders on the board could be both good and bad. Wheelen...
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...Link to PRINCE2 Practitioner Self Study guide Sample By Frank Turley, The PRINCE2 Coach MgmtPlaza – Affiliate of TAG Practitioner Level The PRINCE2® Practitioner Training Manual ii The PRINCE2® Practitioner Training Manual Thank you for reading our PRINCE2 Training Manual. The main objective of this book is to provide an easy-to-read and easy-to-understand PRINCE2® manual. The idea for this book came from the questions I received from people trying to learn PRINCE2 and after reading the official PRINCE2 manual “Managing Successful Projects with PRINCE2”. The official PRINCE2 Manual for the Project Manager is an excellent reference manual but can be rather difficult to pick up and read if you are new to both project management and PRINCE2. So this book is meant to be – and is – an easy introduction to PRINCE2 and is quickly becoming the most read book for people wishing to learn about PRINCE2 and prepare for Foundation Exam and Practitioner Exam. Feedback: We welcome any feedback (suggests to improve or corrections), Feedback The Swirl logo™ is a Trademark of the Office of Government Commerce PRINCE2 ® is a Registered Trademark of the Office of Government Commerce in the United Kingdom and other countries Free PRINCE2Self Study Course We offer a free full Self Study course if you but your official PRINCE2 Exam from us. Our SelfStudy course includes, Audio Course, Books, 550 Q&A course, Practice Exams, etc… • Link to PRINCE2 Foundation Self Study guide:...
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...businesses, the Company faces a wide range of competitive challenges including, but not limited to, other retail drugstore chains, supermarkets, convenience stores, pharmacy benefit managers and other mail order prescription providers, Internet pharmacies and ambulatory care health providers. A primary component of the Company's human resources strategy to ensure high caliber leadership is the identification, recruitment, development and placement of key management and business talent. The Rite Aid Board of Directors (the "Board") and executive management team believe that a crucial aspect of executing this strategy is a comprehensive, integrated and straightforward executive compensation platform that provides competitive and differentiated levels of pay based on corporate and individual performance while reinforcing the alignment of executive interests with those of stockholders. When a company is facing issues dealing with corporate compliance, implementing a system to deal with the compliance and corporate governance issues is the best opportunity for the company. The company should develop a process to analyze alternatives and integrate the appropriate opportunity into the company's system. The company will begin by developing an internal control and corporate governance system. This process includes defining and implementing compliance steps and process. Next, the company will recommend a...
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