...TEMASEK POLYTECHNIC SCHOOL OF BUSINESS - DIPLOMA IN LAW & MANAGEMENT CORPORATE GOVERNANCE & COMPLIANCE AY 2015/16 April Semester TUTORIAL4 | Shareholders’ and Directors’ MeetingsOrdinary and Special ResolutionsVoting by ShareholdersQuorum | | Week Beginning: 18 May 2015 | OBJECTIVES | By the end of the lesson, you will be able to: * explain the differences between a Shareholders’ and Directors’ Meeting. * describe the process for a Shareholder’s Meeting. * describe the ways for Shareholders to vote. * describe the quorum required for a meeting. * analyse how Shareholders’ Meeting should be held as set out in the Code of Corporate Governance. | Activity 1: From William to Kate Fill in the blanks to this long letter written by Kate to William sharing his “1st day at work” experience. My darling KateJust finished my 1st day at work at Kensington Corporate & Accounting Services. What a day! I thought you would usually have an orientation on the 1st day, where people are all nice to you, buy you lunch, make sure you are all settled down, and go for tea break. That was what happened at my SIP. I think once you become an employee, it is very different. Everybody is just so matter-of-fact and after a ½ hour tour around the office and a brief introduction to everyone, I was shown my little cubicle and then work just started!!Anyway, I had to draft a couple of Notices of Resolution. I had forgotten what I studied in TP so had to check...
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...TUTORIAL :MEETING PART A H-wan N-wan Bhd is adopting Table A of the Fourth Schedule to the Companies Act 1965 except that proxy shall not be a quorum. Ahya Karim, a newly appointed company secretary, has received a memo issued by the chairman of the company reminding him to carry out board resolutions passed in previous Board meetings. The board meetings were held twice to: a. accept the retirement of Mr. Salmi Roslan as a director. b. authorize advance payment of RM50 000 to director Dato’ Kumar Rajan for official trip to South Korea. c. appoint of Dato Lim Goh Teng as a director to fill in casual vacancy to replace Mr Salmi Roslan. d. propose the retirement by rotation of Tan Sri Ooi Slim Tin and Dato’ Danial Sani Abdullah who agree to be re-elected. e. approve intention of Hafiz Faizal, a shareholder, to remove Mr Saju Kumar and replace him with Miss Rajen Kumaran. f. authorize company secretary to issue share certificate for allotment of 3,000 shares each to Zamani and Salami. g. approve reduction capital of RM0.20 for every existing ordinary share of RM1 each. h. approve the selling of company’s used trucks for RM 55,000 to Mr Bakri Hassan, son of the company’s chairman. i. authorize director to issue new share under Section 132D, Companies Acts 1965. j. approve the Audited Accounts for the year ended 30 June 2009 and the Reports of Auditors thereon. k. approve Directors’ Report and Chairman Statement for 2009...
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...1. Process of Voting by Proxies Public companies at many times require resolutions to be passed by members. These resolutions are passed by holding general meetings. However, it is inconvenient for many members to attend the meetings, for example members maybe living abroad or in different states. In the absence of members, there is provision of proxy voting. Proxy voting means to appoint an individual or a body corporate (s 249X 1A) to vote in place of a member (Halsbury, pg 1). A proxy appointment form is sent to members along with notice of meeting. Members unable to attend the meeting then fill in the proxy form and send it back. The proxy appointed has the same right as the member would have in a meeting, to speak, vote or not vote and demand for a poll. However, a proxy is expected to act according to the instruction of the member or, if undirected, in the interest of the member (Halsbury, pg 12). Voting occurs either by a show of hands or a poll. A proxy can join a demand for poll and take part in it, however, a company’s constitution may restrict partake of proxies in a show of hands (Halsbury, pg 12). Yet, proxy voting has its own criticism. Appointing a proxy does not necessarily mean that they will vote, a proxy may decide not to vote (CSA, pg 4) thus the shareholders vote is not utilised. Moreover, a proxy who has been appointed by many shareholders may choose to cast vote of those shareholders, with whom his views match (CSA, pg 6). This is a concept...
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...general meeting in each calendar year as its AGM. - The AGM of every type of company under the C.A. is required under S143 to be held once in every calendar year –S143 - First AGM 18 months of its incorporation - Subsequent AGM 15 months after the holding of the last preceding AGM - Extension to time may be granted by the Registrar of Companies (S143(2) - Matters to be transacted at the AGM (Table A, 4th Schedule) a. Declaration of final dividend as recommended by BOD b. Receive and consider the audited accounts together with the reports of the Director and auditor thereof c. To elect director with the Articles d. To appoint auditors and affix their remuneration - Business other than...
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...WAL-MART STORES, INC. C/O PROXY SERVICES P.O. BOX 9163 FARMINGDALE, NY 11735 VIEW MATERIALS & VOTE SCAN TO VOTE BY INTERNET - www.proxyvote.com Use the Internet to vote by proxy up until 11:59 P.M. Eastern Time on June 5, 2014. If you participate in the Walmart 401(k) Plan or the Wal-Mart Puerto Rico 401(k) Plan, you must vote these shares no later than 11:59 P.M. Eastern Time on June 3, 2014. Have your proxy card in hand when you access the website and then follow the instructions to obtain your records and to create an electronic proxy. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. You may also agree to receive or access proxy materials electronically in future years on Walmart's corporate website at http://stock.walmart.com/annual-reports. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 5, 2014. If you participate in the Walmart 401(k) Plan or the Wal-Mart Puerto Rico 401(k) Plan, you must vote these shares no later than 11:59 P.M. Eastern Time...
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...THE COMPANIES ACT, 1956 (Private Company Limited by Shares) ARTICLES OF ASSOCIATION OF PRIME LEATHER GARMENTS AND PRODUCTS (PRIVATE) LIMITED 1. The Regulations contained in Table ‘A’ to the First Schedule to the Companies Act, 1956 shall be the regulations of PRIME LEATHER GARMENTS AND PRODUCTS (PRIVATE) LIMITED so far as these are applicable to a private company. PRIVATE COMPANY 2. The Company is a “Private Company” within the meaning of Section 2(1)(28) of the Act and accordingly: (1) No invitation shall be made to the public to subscribe for the shares or debentures of the Company. (2) The number of the members of the Company (exclusive of persons in the employment of the Company), shall be limited to fifty, provided that for the purpose of this provision, where two or more persons hold one or more shares in the company jointly, they shall be treated as single member; and (3) The right to transfer shares of the Company is restricted in the manner and to the extent herein appearing. TRANSFER OF SHARES 3. A member desirous to transfer any of his shares shall first offer such shares for sale or gift to the existing members and in case of their refusal to accept the offer, such shares may be transferred to any other person, as proposed by the transferor member, with the approval of the Board of Directors. GENERAL MEETINGS 4. The statutory general meeting of the company shall...
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...| Informed Consent in Emergency Situations | By | | Liz Marotz | 3/1/2016 | | I. Introduction A. Explanation of an Informed Consent B. Type of Informed Consent C. How to use an Informed Consent in Emergency Situations II. Elements of Full informed consent A. Assessment of patient understanding B. The Nature of the decision/Procedure III. Interventions that require Informed Consent A. Cancer Screening test B. Clinical Decision IV. Waive Informed Consent Form A. Reason to waive B. Who gives the approval of waiver V. Conclusion A. Summary Informed consent means that permission is granted in the knowledge of the possible consequences, typically that which is given by a patient to a doctor for treatment with full knowledge of the possible risks and benefits. However, informed consent in an emergency situation can only be presumed rather than obtained when the patient is unconscious or incompetent and no surrogate decision maker is available and the emergency interventions will prevent death or disability. In general, the patient's presence in the hospital ward, ICU or clinic does not represent implied consent to all treatment and procedures. The patient's wishes and values may be quite different from the values of the physician. While the principle of respect for the patient obligates the physician to do their best to include the patient in the health care decisions that affect the patient’s life and body, the principle...
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...care and advance directive involve: living will, a medical power of attorney (or healthcare proxy), palliative care and hospice care. Allowing these patients to know all the options they have, it could make the end of life care process easier for families when deciding what should be done. I believe physicians and nurses should talk about end of life care and advance directives because everybody should know their options before they get...
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...The Feeding Tube 1. Explain how the Patient Bill of Rights applies to this situation. The patients of the country in the United States are provided a particular right. This right is called the Patient Bill of Rights (Kronenfeld, 2002). The Patient Bill of Rights has a significant impact and is essential for the people who are in the health care organization for the purpose of getting treatment properly and easily. In this scenario, June is suffering from anorexia and the doctors feel she may need to be placed on a feeding tube to save her life. June agreed to the procedure but became combative, disoriented and refused to have the tube place the evening before the procedure was to take place. The patient bill of rights applies, as the patient has a right to know what treatment options are available to one and what the possible outcomes may be. The patient has a right to decide one’s medical care. One also has a right to know of any side effects of treatments. June needs to be told what may happen without the feeding tube and what can be expected with the feeding tube. June also has a right to have her health information kept confidential, with information given only to those she designates as being allowed to have her health information (Showalter, 2008). It is noted that in the absence of a progressive terminal disease, the feeding tube may be used to prolong life and since the patient is not dying of another cause, discontinuing the feeding tube would imply a desire to cause...
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...Corporate Governance Blueprint 2011 Towards Excellence in Corporate Governance Suruhanjaya Sekuriti Malaysia 3 Persiaran Bukit Kiara Bukit Kiara 50490 Kuala Lumpur Malaysia Tel: 603-6204 8000 Fax: 603-6201 5078 www.sc.com.my Copyright © July 2011 Securities Commission Malaysia All rights reserved. No part of this publication may be reproduced, stored in or introduced into a retrieval system, or transmitted in any form or by any means (graphical, electronic, mechanical, photocopying, recording, taping or otherwise), without the prior written permission of the Securities Commission Malaysia. Perpustakaan Negara Malaysia Corporate governance blueprint 2011 : towards excellence in corporate governance Bibliography : p. 77 ISBN 978–983–9386–67–7 1. Corporate governance--Malaysia. 2. Industrial management. 1. Suruhanjaya Sekuriti Malaysia. 658.4009595 Cataloguing-in-Publication Data This book is printed using eco-friendly recyclable and bio-degradable paper CONTENTS FOREWORD BY MINISTER OF FINANCE II, MALAYSIA MESSAGE FROM CHAIRMAN OF THE SECURITIES COMMISSION MALAYSIA INTRODUCTION CHAPTER 1 v vii 1 5 SHAREHOLDER RIGHTS CHAPTER 2 13 ROLE OF INSTITUTIONAL INVESTORS CHAPTER 3 21 THE BOARD’S ROLE IN GOVERNANCE – – – – ROLES AND RESPONSIBILITIES INDEPENDENCE OF THE BOARD COMPOSITION OF THE BOARD COMMITMENT OF BOARD MEMBERS 43 CHAPTER 4 DISCLOSURE AND TRANSPARENCY CHAPTER 5 53 ROLE OF GATEKEEPERS AND INFLUENCERS CHAPTER 6 61 PUBLIC AND...
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...MEETING CORPORATE INFORMATION PROFILE OF DIRECTORS STATEMENT ON CORPORATE GOVERNANCE OTHER INFORMATION AUDIT COMMITTEE REPORT CHAIRMAN’S STATEMENT FINANCIAL HIGHLIGHTS FINANCIAL STATEMENTS ANALYSIS OF SHAREHOLDINGS LIST OF PROPERTIES PROXY FORM NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Twenty-Fifth Annual General Meeting of the Company will be held at Mauna Lani A Room, Holiday Inn Kuala Lumpur Glenmarie, 1 Jalan Usahawan U1/8, 40250 Shah Alam, Selangor Darul Ehsan on Tuesday, 21st October 2014 at 9:30 a.m. for the following purposes:AGENDA 1. To table the Audited Financial Statements for the nancial year ended 30 June 2014 together with the Reports of the Directors and Auditors thereon. To approve the declaration of a nal 30 June 2014. dividend of 9% for the nancial year ended (Please refer to Note A) (Resolution 1) 2. 3. 4. To approve the Directors’ fees for the nancial year ended 30 June 2014. To re-elect the following Directors who retire in accordance with the Company’s Articles of Association :i) ii) iii) Madam Khoo Yok Kee (Article 73) Mr. Arnold Kwan Poon Keong (Article 73) Mr. Chiu Wei Wen (Article 73) (Resolution 2) (Resolution 3) (Resolution 4) (Resolution 5) (Resolution 6) 5. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to x their remuneration. Special Business: To consider and, if thought t, to pass the following Ordinary Resolutions with or without modi cations:- ...
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...Charlotte Cox Dr. M Butkus Philosophy 251-W1 13 July 2013 Where the Decision Lies Living wills are documents that define a patient’s medical wishes usually pertaining to life-support or any such instances where death is presumable. A living will provides a patient with a voice under circumstances which would leave them without the ability to make health decisions. Patients who fall into a persistently vegetative state would be at the mercy of their physician, next of kin, or living will. However, there are many times when a patient’s family has contradicting beliefs to what the patient proclaims in their living will. It can be difficult to decide whose decision should prevail. Ultimately, the previsions made by the patient in their living will should overrule in a majority of situations. Still, there are circumstances when such a decision may be unclear. First, we must understand the medical extent of someone who is in a persistently vegetative state. PVS is a disorder of consciousness and the patient is not in a state of trust awareness. PVS occurs when a patient loses cognitive function and can only perform certain involuntary actions. Such actions include but are not limited to crying, laughing, or movement of the eyes. For them, any movement or response is purely spontaneous, unpredictable and unconnected to events outside of physical impulse. After one year, it's highly unlikely that patients will emerge from their persistent vegetative state. For those who do, severe...
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...Clark, who may not survive for overnight. How ED would justify cost of care and resources for the patient who may not live to see next day. Even if he survives overnight, he has only few months to live. And the cost of transferring Mr. Clark to VA hospital if ED physician were able to stabilize him. State of Colorado does not include the language that prohibits physician from becoming medical proxy for incapacitated patient or designated by the patient and/or family of the patient (State of Colorado, n.d.). However there are some concerning over physician becoming MPOA for his patient. Rosoff and Leong voice their concerns as, “there is often a lack of concordance between what patient believes and desires, and what the doctor thinks the patient believes and desires, emphasizes that open honest bilateral communication between the two serves to enhance the level of true understanding” (Rosoff, P.M. &Leong, K.M., 2015). Gillian quotes Kong’s question should physicians accept the informed but poor choices made by patients based on the respect for autonomy (Gillian, 2014). Jansen also voices concern over the element of health care system that includes practices that will not help improve the health of the patients but in some cases harmful to them (Jansen, 2013) In the case of Mr. Clark, there were no communication between the patient and ED physician. Based on the Colorado State law, ED physician may legally assign himself as a medical proxy. However it is not likely that ED physician...
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...way of emotional coddling and Mark Zuckerberg is like that. If your confidence in your own abilities is self-generated and emotionally secure, and you are seeking someone who will pose to you ever-greater challenges to surmount, then Mark Zuckerberg is a pretty good fit for you. However, he is not there to develop you because that is your own job. Following Facebook's initial public offering, Mr. Zuckerberg will continue to own the majority of the company's voting shares. He will also own the largest single stake of the company as a whole. Even though Facebook has brought on more experienced business and technology leaders as the company has grown, Mr. Zuckerbeg is the youngest member of the board, by about a decade and it is unclear how much influence they will have over the man who founded the company. Since he founded Facebook eight years ago in a Harvard dorm room, Zuckerberg has methodically consolidated his control...
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...subsidiary of Royal FrieslandCampina NV. www.frieslandcampina.com This Annual Report is printed on 100% recycled paper BLUE VALUES Believe in Growth Look Forward Unite as One Team Excel in Execution contents Notice of Annual General Meeting Corporate Information Chairman’s Statement Corporate Governance Statement Directors’ Profile Audit Committee Report Corporate Social Responsibility Statement of Internal Control Directors’ Report Statement of Financial Position Statement of Comprehensive Income Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements Statement by Directors Statutory Declaration Independent Auditors’ Report Financial Highlights Additional Compliance Information Other Information Proxy Form • • • • • • • • • • • • • • • • • • • • • 1 3 6 8 14 16 20 24 28 30 31 32 33 34 59 59 60 61 62 63 65 notice of annual general meeting 1 NOTICE IS HEREBY GIVEN that the Forty-Ninth Annual General Meeting of the Company will be held at Hotel Armada, Lorong Utara C, Section 52, 46200 Petaling Jaya, Selangor Darul Ehsan, on Wednesday, 13 June 2012 at 10.00 a.m. for the purpose of transacting the following business: AGENDA AS ORDINARY BUSINESS Ordinary Resolution 1 1 To receive the Audited Financial Statements for the financial year ended 31 December 2011, together with the Reports of the Directors and Auditors thereon. (i) the transactions are in the ordinary course of business and are on terms not more favourable...
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