...Memorandum To: Board of Directors From: Date: 3/1/15 Re: Corporate Culture Purpose Due to recent issues involving your last CEO I recommend you evaluate and clearly define the role of the board of directors as well as the roll of the CEO. The role of the board is to ensure that your organization is accomplishing its mission by developing policies that guide the operation of organization and by monitoring the finances of the organization. Role and Authority of Board Member and/or Board Officer The Board needs to be focused on governance of the organization, which is accomplished through policies. Responsibilities of a Board Member • SELECT THE EXECUTIVE DIRECTOR • Support the Executive and review his or her performance • Ensure effective organizational planning • Track progress toward meeting the results defined by the strategic plan • Provide for the availability of adequate resources • Oversee the effective management of resources Code of Conduct Chief Executive officers and Managing Directors should be responsible for setting the tone for ethical conduct for the company and ethical conduct should be made known to all employees. Recommendations: • Top management needs to consistently set the tone as they will be held accountable when something goes wrong, all employee’s need to know their responsibilities and to be ethical in their conduct. • Communicate, communicate, and communicate. Communication is key and discussions are...
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...THE CORPORATION CODE OF THE PHILIPPINES [Batas Pambansa Blg. 68] TITLE III BOARD OF DIRECTORS/TRUSTEES/OFFICERS Sec. 23. The board of directors or trustees. Sec. 24. Election of directors or trustees. - At all elections of directors or trustees, there must be present, either in person or by representative authorized to act by written proxy, the owners of a majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote. The election must be by ballot if requested by any voting stockholder or member. In stock corporations, every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stock standing, at the time fixed in the by-laws, in his own name on the stock books of the corporation, or where the by-laws are silent, at the time of the election; and said stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit: Provided, That the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the corporation multiplied by the whole number of directors to be elected: Provided, however, That no delinquent stock shall be voted. Unless...
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...Board of Directors Analysis Assignment: 1. Select a startup that you deem to be innovative 2. Identify the board of directors 3. Analyze the board of directors Response: For this week’s assignment I am going to examine the Board of Director’s at a startup company called Curbside. By their own definition, Curbside is an app that allows you to find and buy products available at nearby retail stores. When your order is ready to pick up, we notify you. Drive to the store, park at our kiosk outside the retailer and we will load your purchases into your car. We turn any retail store into an efficient shopping experience. The current Board of Directors for Curbside is: * Jaron Waldman – Founder and CEO of Curbside. Jaron is a two-time entrepreneur with his first startup, Placebase, acquired by Apple in 2009. Jaron has experience leads enterprise level engineering and software development teams. * Jerry Yang – Founding Partner at AME Cloud Ventures. Jerry is famously known for founding Yahoo with David Filo. Jerry has a Ph.D. in Electrical Engineering from Stanford University and it widely regarded as a brilliant technologist. * Mike Volpi – Partner at Index Ventures. Prior to venture capital, Mike was a senior executive with Cisco where he was responsible for corporate strategy, business development and alliances. Mike also holds an MBA from Stanford. * James Walker – Founder and CEO of Inadco, a mobile ad tech startup based in Palo Also...
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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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...| | | Board of Directors | Age | | | Which directors are the CEOs of other companies? | John E. McGlade | 56 | 4 years | Insider | CEO of Air Product and Chemicals | Susan K. Carter | 52 | Less than 1 year | Insider | | Mario L. Baeza | 59 | 12 years | Outsider | CEO at Baeza & Co., LLCCEO of TCW/Latin America Partners, LLC | | | | | | William L. Davis, III | 67 | 6 years | Outsider | Former CEO of R.R. Donnelley & Sons Company | Chadwick C. (Chad) Deaton | 58 | 1 year | Outsider | CEO of Baker Hughes Incorporated | Michael J. Donahue | 52 | 10 years | Outsider | | Ursula O. Fairbairn | 67 | 13 years | Outsider | CEO of Fairbairn Group LLC | W. Douglas Ford | 66 | 8 years | Outsider | CEO of Refining & Marketing of BP Amoco PLC | Edward E. Hagenlocker | 71 | 14 years | Outsider | | Evert Henkes | 67 | 5 years | Outsider | Former CEO of Shell Chemicals Ltd. | Margaret G. McGlynn | 51 | 6 years | Outsider | | Lawrence S. Smith | 63 | 7 years | Outsider | | There are currently 12 members in Board of Directors in the newest update. Carter is the newest member in the Board of Directors in 2011. Out of 12 members, four directors are the CEOS of other companies, which contribute a proportion of 33% (One-Third) None of directors have any special connections to the firm (as suppliers, clients, customers….) Do any of the directors have large stockholdings (5% or more) or represent those who do? There is NO directors have large...
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...Board of Directors Apple the corporation that opened the market with the greatest phone technology ever created. “The board of directors, there has the obligation to approve all decisions that might affect the long-term performance of the corporation. This means that the corporation is fundamentally governed by the board of directors overseeing top management, with the concurrence of the shareholders”(Wheelen, T. L, pg.43) The Board of directors has the responsibility to “1. Effective board leadership including the processes, makeup and output of the board 2. Strategy of the organization 3. Risk vs. initiative and the overall risk profile of the organization 4. Succession planning for the board and top management team 5. Sustainability.” (Wheelen, T. L, pg.44) Within every Board of directors there are inside directors and outside directors. Inside directors are “sometimes called management directors but are typically officers or executive employed by the corporation”(Wheelen, T. L, pg.46). An outside director are sometimes called non-management directors or may be executive of other firms but are not employees of the boards corporation”(Wheelen, T. L, pg.46). Apples board of directors has individuals with so much experience through out the world. There are 8 members of the board and I would like to share a brief summary of each person. Arthur D. Levinson ph. D. is the non-executive chairman of the board, which makes him an outside director. “Levinson has been a co-lead...
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...Understanding the Behavior of Nonprofit Boards of Directors: A Theory-Based Approach What are Nonprofit Boards of Directors? When thinking about Nonprofit Board of Directors, you tend to think of a group of people sitting on a panel telling the owner of a company what’s best for their company. However, there are different behaviors being displayed amongst Nonprofit Board of Directors and according to (Miller-Millesen, 2003) agency theory, resource dependence theory, and institutional theory are ways to predict and understand board of behavior. Define the Functional Responsibilities of the Board of Directors According to (Miller-Millesen, 2003), policy formation, strategic planning, program monitoring, financial planning and control, resource procurement, board development, and dispute resolution are the seven best practices for an board of directors to be effective. “Directors have two fundamental fiduciary duties, the duty of care and the duty of loyalty.” (Responsibilities As A Director On A Board, 2012) Nonprofit Board of Directors may have all the right intentions to fulfill their duties, but may fall astray upon circumstances. We all have heard the saying “any means necessary” well Nonprofit Board of Directors maybe put in a position to do just that act in way they should not act. “Following the law may seem a simple charge, but ensuring that the organization does not drift from its mission may require greater vigilance, especially...
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...[pic] MGMT 436 Strategic Management Activity 2.4 – Assignment: Analyze Board of Directors NUR ANISAH AFIQAH BTE ABDUL AZIZ #2401198 |Board of Directors | | |Executive Chairman |Mr Lim Hock Eng | |Chief Executive Officer |Mr Lim Hock Chee | |Managing Director |Mr Lim Hock Leng | |Executive Director |Mr Tan Ling San | |Lead Independent Director |Mr Goh Yeow Tin | |Independent Director |Mr Jong Voon Hoo | |Independent Director |Mr Francis Lee Fook Wah | |Non-Executive Director |Mr Lee Teck Leng, Robson | [pic] Sheng Siong Group Limited Board of Directors [pic] |Background |Employed...
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...“Boards are like parents: they need to support, encourage, and inspire greatness in their ‘child’ if the organization is to survive and thrive.” (Lysakowski, 2004) In reviewing the study from Association of Fundraising Professional (AFP), Linda Lysakowski lays out the elements that create an effective nonprofit board. This report is an easy reference for any person, who is interested in nonprofit development, on how to create and develop a board that will have the maximum impact for your organization. The main sections of the AFP report are 1) Board demographics/performance, 2) Identifying and recruiting board members, 3) Involving the board in fundraising, and 4) building a better board. I am interested particularly in this report because of my involvement as Director of External Affairs and how can we as CalRep, maximize the benefit /resources of our board? First, we must understand what make a board effective in order to get the most out of our nonprofit boards. Board Demographics and Performance: This section of the report talks about the importance of creating a board that reflect the community and how nonprofits skip essential steps when they are first establishing boards or adding new members. Some important questions a board must ask themselves are: • Is the board’s ethnic mix representative of community it serves? • Gender diversity? • Age diversity? • Geographic diversity? • Other groups that might have an affinity to the board? The advantages of having...
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...1030771 Boards of Directors’ Composition and Financial Performance: The Columbia Sportswear Case Aikaterini Dimitriou 1030771 Contents I. Introduction ...................................................................................................................................... 2 II. Theoretical Background ................................................................................................................ 2 A. Board composition; .................................................................................................................... 3 B. Board size. ..................................................................................................................................... 3 C. Outsiders' representation. ....................................................................................................... 3 D. Minority Representation. .......................................................................................................... 4 E. Summary ........................................................................................................................................ 5 III. The Case: Columbia Sportswear Company .......................................................................... 5 A. About the company .................................................................................................................... 5 B. Columbia’s Board Of Directors...
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...CHARTER OF THE FINANCE AND AUDIT COMMITTEE OF THE ORACLE CORPORATION BOARD OF DIRECTORS (As last amended by the Board of Directors on July 13, 2008) I. PURPOSE The primary function of the Finance and Audit Committee (the “Committee”) is to provide advice with respect to the Corporation’s financial matters, to oversee the accounting and financial reporting processes of the Corporation and the audits of the financial statements of the Corporation, to assist the Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, tax and legal compliance, and to evaluate merger and acquisition transactions and investment transactions proposed by the Corporation’s management. Consistent with this function, the Committee endeavors to encourage continuous improvement of, and foster adherence to, the Corporation’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to: • • • • • • Serve as an independent and objective party to monitor the Corporation’s financial reporting process and internal control system. Review and appraise the audit efforts of the Corporation’s independent accountants and internal audit department. Evaluate the Corporation's quarterly financial performance as well as its compliance with laws and regulations. Oversee management's establishment and enforcement of financial policies and business practices that are designed to manage business and financial risk and to comply with significant...
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...Fathoming Porter’s five forces model in the internet era G.D. Karagiannopoulos, N. Georgopoulos and K. Nikolopoulos G.D. Karagiannopoulos is at TREK Consulting SA, Athens, Greece, N. Georgopoulos is at the Department of Business Administration, University of Piraeus, Piraeus, Greece and K. Nikolopoulos is at the Lancaster Centre for Forecasting, Department of Management Science, Lancaster University Management School, Lancaster, UK. Abstract Purpose – To investigate the impact of the internet in ‘‘traditional’’ market rules. Design/methodology/approach – An opinion piece based on Michael Porter’s arguments for the new economy. Finding – Michael Porter’s arguments for the new economy provide a useful starting point in the analysis of the environment. His arguments are based on exaggerated phenomena. Factors that determine a sector’s profitability could be enriched with the innovation that prevails in the particular sector. Originality/value – An attempt to criticize Porter’s thoughts regarding internet and industry structure and to enrich the Porter’s five forces model with the ‘‘power of innovation’’. Keywords Internet, Market forces, Economics, Innovation Paper type Viewpoint Introduction Distinguishing between internet and non-internet, or between the so-called new economy and the old economy is today as useless as it would have been a century ago to compare companies with telephones to those without. By using the infrastructure of the emerging electric and telephone...
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...Proposal to Board of Directors A Little Cup of Joe Introduction to the Proposal’s Purpose and Content A Little Cup of Joe Corporation is a medium-sized manufacturing company with 250 employees. It directly markets one product: a unique coffee cup with a patented ball bearing sliding mechanism. Nathan Jr. and a group of 10 other executives run the company. A Little Cup of Joe Corporation has received a large sum of money from a venture capitalist. The venture capitalist and Nathan Jr. are predicting 100 percent growth in five years. To achieve that growth, productivity will need to increase at a similar rate. Therefore, this proposal provides a suggested business model update. Further, the functional areas updates are indicated to assist the business model to predict, plan, and implement future growth and profits. In this proposal, the problem of the outdated business model and functional areas is addressed with new ideas and new employees to implement them. The 100 percent growth projection in five years can become a reality with the managers’ ideas about these questions: Executive Summaries The Accounting and Finance Area is one of the main parts of A Little Cup of Joe. Having A Little Cup of Joe accounting in top shape all year round will help the business function smoothly and provide grounds for sound and promising business decisions. By accomplishing this A Little Cup of Joe will hiring experience and ethical accounting...
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...Stretch ’r Wings’ sales approach is similar to many other companies as they will hire staff that has expertise in their field, which in this case is the aircraft and helicopter markets. The sales staff will have to be trained to sell the medical units and know them inside and out. Also, they will be helping customers earn more revenue in their business so they must study and learn ways that the customer can be successful in their respective markets. Since it will take time to develop the sales network, they do not see their first sale happening for up to a year. I think their sales strategy will work because their product is superior to their competitors’. Also, they will work with their customers to earn more revenue for their businesses which is something that their competitors probably do not do. However, if they did not have a superior product for a competitive price, I do not think their sales strategy would work. Furthermore, their sales approach is not innovative and nothing different than what most companies are doing. They should detail how they will find potential clients to sell to. I think they put a lot of thought into their sales forecasts and personnel plans. However, their sales strategy is not very thorough and does not detail the points in how they will find their clients nor how they will market their products to them. Detailing this is very important and will give the reader of the business plan more confidence in that they have a specific...
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...Dear board of directors, Hello all, my name is David Jamison, MHA. I am representing Marion General Hospital as the committee chairman of the ethics committee. I am currently reviewing the case involving female patient Margie Whitson. The patient is a 95 year old patient whom wishes to have her pace maker “turned off”, due to her unwillingness to live. The death of her only remaining son was the last event that, that had forced her to contemplate the reason why she still lives. Mrs. Margie Whitson is no stranger to loss. When she was younger, she lost her youngest son to a severe motor vehicle accident that took his life at the early age of 30. She injured herself over 10 years ago, and received a hip fracture. Her most recently bout was a very severe heart attack. The latest health concern came from her recent heart arrhythmia, and her heart not being able to pace itself, so a pace maker was implanted. The past 5 years have been very traumatic for Margie, and it seem as though she has lost her will to live. Her believe is that the only thing that is keeping her from “Going home” to her family in heaven is the pace maker. Mrs. Whitson is a person of faith and only wishes to stop the suffering she has to endure, considering her losses. I have spoken with the nursing home administrator, Cindy Mackin and Jane Robison. She has informed me of the conversations she has had with her doctor, a Dr.Vijay. The conversation between Cindy and Margie was quick, and dismissive. Cindy did...
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