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Riordan Compliance Plan

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Compliance Plan - Riordan
Jennifer Stucky
Law 531 - Business Law
August 20, 2010
Professor Musafia

Compliance Plan – Riordan
International Law Riordan currently has a joint venture with a small consortium of Chinese nationals in China. The joint venture project produces plastic fan parts in Hangzhou, China. Riordan shall meet all fiduciary duties of loyalty and care in this joint venture as it is liable for damages for any breaches caused. Riordan shall adhere to the regulatory laws of China regarding how the operations in Hangzhou are run. Riordan shall ensure compliance in this area by establishing within their contract with the Chinese joint venture partners the responsibility to interface with local vendors, governments, and regulatory agencies.
Riordan shall ensure compliance with all bilateral treaties with the United States and China or other countries they have customers with. These treaties are equivalent to international legislation. Riordan shall ensure compliance with these treaties by checking with the United Nations for all registered and published treaties and will update their policies within 30 days.
Riordan shall comply with the United Convention on Contracts for International Sale of Goods (CISG) with its customers in Japan, China, Italy, Taiwan, Germany, Canada, United Kingdom, Brazil, India, Thailand, and Russia. The CISG establishes the rules governing the formation, performance and enforcement of the international sales contracts between international businesses. Riordan shall comply with all World Trade Organization treaties between the United States and China, including the General Agreement on Tariffs and Trade (GATT). GATT establishes trade agreements and limits tariffs and trade restrictions. Riordan shall ensure there are complying with GATT regarding investments, sale of goods to their customers internationally.
Riordan shall ensure that its contract with the Chinese national consortium contains a choice of forum clause that designates that the United States District Court will hear all cases and that a choice of law clause designates that the United States law applies to all parts of the contract. Riordan will ensure compliance with all environmental protection laws and the Kyoto Protocol. Riordan shall ensure that the Chinese partners are in compliance with all the United States and international laws regarding solid waste, hazardous waste, and chemicals that cause pollution. Riordan shall ensure that Chinese workers trained in the use and application of cleansing solvents, the cleaning and maintenance of machines, and the collection of excess waste, chemicals and hazardous materials are meeting international laws and the United States laws. . Governance Riordan has a Governance Policy that manages the business affairs in accordance with state corporation requirements, articles of incorporation and its by-laws; however, it lacks compliance with the Sarbanes-Oxley Act of 2002 (SOX). Riordan will make several changes in its corporate governance plan to ensure compliance with regulations.
Riordan shall change the selection of the board of directors to include the right of the shareholders to elect the board and their voting rights on important issues affecting the corporation. Riordan shall maintain the nominating committee to review the skills and characteristics of the members of the Board including industry knowledge, financial literacy, availability to participate, and commitment to act in the capacity as a Board member. Riordan shall ensure annual shareholder meetings conform to the RMBCA rules of 15 months of the last annual meeting or six months after the end of the fiscal year. Riordan shall ensure that all shareholder meetings have written notice given at least 10 days prior to the meeting but not more than 50 days. The written notice shall have the day, date, time and place of the annual meeting and will state the purpose for any special meeting. Riordan shall prepare a shareholder’s list that contains the name, address, class and number of shares of each shareholder and maintain the list in the corporate office. This list shall be in accordance with the record date established in the by-laws and within 70 days of the shareholders meeting. Riordan shall provide shareholders with an annual report containing an income statement, changes in shareholder equity and a balance sheet.
Riordan’s board of directors shall have the responsibility of developing policies, employing officers and shall maintain access to all books, records, facilities, and premises that affect the operation of the corporation. The board of directors may initiate certain actions that require shareholder’s approval but shall submit those actions to the shareholders for a vote. Compensation of the board members shall be through the provision of annual review provided by human resources and recommendations by the chair of the board. The articles of incorporation shall establish the variable range of directors and only the board of directors and shareholders can amend. Riordan shall ensure that the majority of its board members are outside of current management positions and the nominating committee will review the relationship of each director to the company on a regular basis. The board of directors holds the ultimate fiduciary responsibility of managing affairs of the corporation. The board of directors shall designate its authority to operate policies to corporate officers through a departmental governance plan. The Board of directors shall continue with the right to remove officers when it is in the best interest of the corporation; however, Riordan shall reduce its risk by ensuring there is no violation of an employment contract. Officers shall have express, implied and apparent authority to bind the corporation to contracts. Riordan mitigates its risk by having a designated person review all contracts prior to signature.
Directors and officers shall be personally liable for all breaches of duty of obedience, fiduciary duty of care, and duty of loyalty and may not engage in activities that compete with Riordan. To avoid these negligent breaches, directors shall make reasonable investigations of all corporate matters, attend board meetings on a regular basis, properly supervise officers, and keep adequately informed of corporate affairs. Directors or officers who act outside their authority are personally liable for any damages caused to the corporation. Riordan shall sue any director or officer for breaches in duty of obedience, care or loyalty, and recover the profits made. Directors and officers shall not obstruct any federal investigation in any way including destroying documents. Riordan shall ensure that no personal loans are made to their directors or officers.
Riordan shall develop an audit committee responsible for auditing the company, pre-approve all services performed by the required public accounting firm and supervisor the monthly external audit. The audit committee shall prepare an effectiveness assessment of the internal controls of the company at the end of each fiscal year. The audit committee shall have independent members of the board of directors and at least one audit member must be a financial expert. The audit committee shall have the authority to employ independent legal counsel and advisors as necessary.
Riordan shall designate as its Chief Executive Officer (CEO) and Chief Financial Officer (CFO) any current officer of the company. The CEO and CFO shall file a statement certifying he has reviewed each annual and quarterly report and verify the accuracy and completeness of the financial condition of the company. The CEO and CFO shall reimburse the corporation for any additional incentives received if the corporation must resubmit financial statements because of noncompliance with reporting requirements.

Reference
Apollo Group, Inc (2010). Virtual Organization – Riordan Manufacturing. Retrieved August 20, 2010. Law/531 – Business Law. https://ecampus.phoenix.edu/secure/aapd/cist/VOP/Business/Riordan/Internet/IndexPort.htm
Cheeseman, H. (2010). Business Law: Legal Environment, Online Commerce, Business Ethics, and International Issues (7th ed.). Upper Saddle, NJ: Prentice Hall.

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