...Corporate Governance Aikaterini Dimitriou 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 ..............................................................................................................
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...governmental regulations and other international regulatory bodies such as the Organization for Economic Co-operation and Development (OECD) and the International Finance Corporation (IFC). Some positive relationships have been explored between the number of women, director ages, nationalities and other minorities on the board and the overall value of the firm. Being a household products and pharmaceutical company it is imperative for HouseDreams to incorporate measures to include more women on its board of directors thereby making it more diverse. This is because of the fact that women are the prime household decision makers and have a better understanding on the company’s target consumer. Boards with no or limited female membership may be weak in terms of understanding and connecting with the customer and workforce and offer limited encouragement to female employees. Based on research, analysis and examples, this memorandum supports the argument that a diversified board structure and composition brings increased value to the organisation. Board Composition: To understand the significance of board composition is it useful to first briefly look at the board, its members and the roles they play. The corporate governance system in most countries can be...
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...Caltex / 2014 Annual REPORT Corporate Governance Statement The Board is committed to conducting the business and operations of Caltex Australia Limited and its group companies (Caltex) in accordance with high standards of corporate governance, and in the best interests of our shareholders. The Corporate Governance Statement provides information about the Caltex Group’s corporate governance practices for 2014, including compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations for the year ended 31 December 2014 and as at the date of this Annual Report. A graphical representation of Caltex’s Corporate Governance Framework (CG Framework) is set out below. Delegation MD & CEO Board Independent Advice • Independent legal or other professional advice Audit Committee • Audit Committee Charter OHS & Environmental Risk Committee • OHS & Environmental Risk Charter Oversight through reporting • External auditors External Auditor Policy • Internal Audit • Board Charter • Board Tenure Policy • Board Composition, Appointment, Induction & Election • Charter of Director Independence • Delegation of Authority • Performance Evaluation Process • Policy for Transactions with Chevron • Risk Management Summary • Continuous Disclosure Policy • Securities Trading Policy • Shareholder Communications Policy • Code of Conduct • Diversity and Inclusion Policy Human Resources Committee • Human Resources...
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...CORPORATE GOVERNANCE COMPLIANCE Similarities: * Both Companies are fully committed to the maintenance of high standards of corporate governance by supporting and implementing the prescriptions of the principles and best practices of the Malaysian Code of Corporate Governance (Code) respectively. MK LAND HOLDINGS BERHAD | MALAYSIAN ARLINE SYSTEM BERHAD | * The Company is implementing the prescriptions of the principles and best practices of the Malaysian Code of Corporate Governance (Code) respectively. | * The Company abides the Guidelines to Enhance Board Effectiveness per the ‘Green Book’ set by the Putrajaya Committee on GLC High Performance (PCG). * The Board has adopted the Board Charter as recommended in the Green Book to ensure that all members of the board are aware of their fiduciary duties and responsibilities, legislations and regulations affecting their conduct. | BOARD OF DIRECTORS MK LAND HOLDINGS BERHAD | MALAYSIAN ARLINE SYSTEM BERHAD | Comprise members from diverse professional backgrounds with a wide range of business and financial experience relevant to lead and manage the Group. | | BOARD COMPOSITION AND BALANCE Similarities: * Independent Directors exceeded the one-third of requirement as set out under the Main Market Listing Requirements of Bursa Malaysia. * The Non-Executive Directors do not participate in the day to day management and do not engage in any business dealings or other relationship with the Group to ensure that they...
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...A discussion on company's corporate governance statement. This statement sets out the key corporate governance principles adopted by the Directors in governing David Jones and reflects the corporate governance policies and procedures which applied during the year ended 28 July 2012. The corporate governance statement of David Jones is very specific and coherent. It provides the information very clearly and shows the detail that how their behaviors applies the Australian Securities Exchange requirement. Based on their corporate governance statement, it is very clear that the Board has a good performance in corporate governance across the company. Firstly, the structure of board and directors is good. For example. the majority of the board are independent directors. Directors come from different backgrounds with complementary skills and experience; they also do not have conflicts of interest with the company. Secondly, David Jones has a good performance on the control of risks. David Jones’ approach to risk oversight, risk management and internal control has been developed and is consistent with recognized industry reference material and guidelines. Thirdly, the remuneration is fair and responsible. The Remuneration and Nominations Committee helps the Board to decide the suitable remuneration of Directors and executives regarding to their performance. Based on the corporate governance statement, it is also very clear that David Jones applies the ASX(Australia Securities Exchange)...
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...in trade, corporate governance and European law; in highly recognisable UK universities. Currently I am undertaking a full time Masters degree in Business law in one of the best UK and world universities. I am an experienced researcher and I have worked on different research projects demanding law elements from UK and other jurisdictions. In addition I have more than a year's legal work experience providing the law firm's clients with high quality legal research documents. I have an eye for perfection. It will be a pleasure to work for you. Sample Do the UK Combined Code on Corporate Governance and the legislative framework regulating Listed PLC's in the UK effectively address the problems revealed by the corporate scandals of recent times? Introduction> In UK there are the sole trader, the partnerships, the companies and the joint venture, structure businesses. For the sole trader and the partnerships because the businesses are controlled by the owners and they work for the benefit of the owners, it has not been necessary to have increased measures for the protection of the owners benefit. In the companies though that it is a different legal entity, not related to the persons that initially established it, there is a need for human representatives that would manage the company in benefit for the shareholders and stakeholders. The management of the company is on the hands of the board of directors and the general meeting. The problem is thought that the directors have extensive...
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...OLDTOWN BERHAD (797771-M) OLDTOWN BERHAD (797771-M) (Incorporated in Malaysia) (Incorporated in Malaysia) The Board of Directors (“the Board”) of Oldtown Berhad (“the Company”) recognises the value of good governance and believes that a high standard of corporate governance will deliver long-term sustainable shareholder value. The Board is committed to ensure good corporate governance practices are applied throughout the Company and its subsidiaries (“the Group”). This Statement sets out the key aspects of how the Company has applied the Principles and Recommendations of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) during the financial year ended 31 March 2014 and any non-observation of the Recommendations of MCCG 2012, including the reasons thereof, has been included in this Statement. Principle 1 – Establish Clear Roles and Responsibilities 1.1 Clear Functions of The Board and Management The Board leads the Group and plays a strategic role in overseeing the Group’s corporate objectives, directions and long term goals of the business. The Board is responsible for oversight and overall management of the Group. The Board Committees are established to assist the Board in discharging its responsibilities. The Board delegates specific responsibilities to three (3) principal Committees, namely the Audit Committee, the Nomination Committee and the Remuneration Committee. All committees have written terms of references and operating...
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...ARTICLE IN PRESS Journal of Financial Economics 84 (2007) 330–357 www.elsevier.com/locate/jfec Politically connected CEOs, corporate governance, and Post-IPO performance of China’s newly partially privatized firms$ Joseph P.H. Fana,Ã, T.J. Wonga, Tianyu Zhangb a The Chinese University of Hong Kong, Shatin, N.T., Hong Kong b City University of Hong Kong, Kowloon, Hong Kong Received 19 August 2005; received in revised form 31 January 2006; accepted 6 March 2006 Available online 24 January 2007 Abstract Almost 27% of the CEOs in a sample of 790 newly partially privatized firms in China are former or current government bureaucrats. Firms with politically connected CEOs underperform those without politically connected CEOs by almost 18% based on three-year post-IPO stock returns and have poorer three-year post-IPO earnings growth, sales growth, and change in returns on sales. The negative effect of the CEO’s political ties also show up in the first-day stock return. Finally, firms led by politically connected CEOs are more likely to appoint other bureaucrats to the board of directors rather than directors with relevant professional backgrounds. r 2007 Elsevier B.V. All rights reserved. JEL classification: G34; L33; P31 Keywords: Political connections; Corporate governance; IPO performance; Partial privatization; China We appreciate helpful comments from Stijn Claessens, Mara Faccio, Simon Johnson, Florencio Lopez-deSilanes, John McConnell, Randall Morck, Harold Mulherin...
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...Corporate Governance Issues and Responsibility On the basis of the principles and rules outlined by the New Zealand Security Commission and code of ethics adopted by NZFSU and PGGW Wrightson in their company’s prospectus, they have failed to follow good corporate governance in their companies. In this case study, there were many corporate governance issues and some of them are highlighted below Board Composition and review: There was imbalance of independent and non independent directors in the board. Craig Norgate, who was the Chairman of PGG Wrightson failed to promote cooperation and efficiency amongst the board members, and was unsuccessful in trying to maintaining good relationship between the management and the board. The Chairman of NZFSU and PGWW failed to comply with the rules of Corporate Governance that, there should be a mix of balance and skills according to the size and complexity of firms, and in this case study, there were fewer independent directors and the need of them were felt by NZFSU, when the company’s current directors were unable to cope up with the failure of the company The board need to achieve the right mix, and should choose directors who have the required skills and knowledge and can contribute to achieve the goal of the company and provide more benefits to the shareholders. There should be a rigorous process for nomination and selection procedure of a director. The Chairman of Boards of PGG Wrightson and NZFSU, were accused in not disclosing...
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...Date and time: November 29, 5pm Name of the Company under study: GOOGLE, INC (Text pages 712-715) Where Headquartered (city/state): Mountain View, Ca Part I: Comprehensive Case Analysis – Developing HR Business Partner Competencies in this Case Analysis 1.0 Background on your Company (Type the Company’s background in 3 paragraphs.). Tip: See the “about us” or company information portion of the company’s website or other source. Keep track of all your sources. They are to be included in Section 10 of this report. The creation of goggle’s company starts in 1996 between two smart students of Stanford University, Larry Page and Sergey Brin. They first try to understand the importance of web pages for people. Their aim was to find the best and faster way to connect people with all information. The company was founded in September 1998, they offer results from a huge amount of Web pages. The results are based on a proprietary algorithm. Google’s technology for ranking Web pages is called PageRank http://www.hoovers.com/company/Google_Inc/hsrfri-1-1njht4-1njfaq.html The company growth gradually because of the index of the Websites and other online content that they made it accessible through their search engine to everybody who has access to internet. The company offers different types of useful search. Today, Google operates the leading Internet search engine, by offering very precise search results from actually billions of Web pages. The company is...
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...British American Tobacco Malaysia The Company’s corporate governance structure has been built and enhanced based on the following principles and best practices, Malaysian Code on Corporate Governance (Revised 2007) (Malaysian Code); Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Listing Requirements); Corporate Governance Guide: Toward Boardroom Excellence of Bursa Malaysia Securities Berhad (CG Guide); British American Tobacco Malaysia’s Code of Corporate Governance (BATM Code); Standards of Business Conduct (Standards); Statement of Business Principles (Business Principles); and Statement of Delegated Authorities. These principles are reflected in the Standards of Business Conduct, which have been in place for many years and have recently been updated in order to ensure that they remain at the forefront of best business practice. Every Group company and every employee worldwide is expected to live up to them. In addition, the principles set out within the Statement of Business Principles are designed to help meet the expectations placed on the company by various stakeholders. Both documents are available from the Company Secretary and on batm.com. PRINCIPLE 1 Establish clear roles and responsibilities: Role of chairman and CEO There should be a clear division of the responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company’s business. No individual should have unfettered...
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...Background and Overview CITIC Pacific (CP) is the Hong Kong arm of the CITIC group, China’s largest state-owned investment company. It is publicly traded on the “Hong Kong Stock Exchange”(HKEx). CP’s major businesses are special steel manufacturing, mining of iron ore and property development in mainland China. For the year ending 31 December 2007, Citic Pacific showed a record net profit of about US$1.5 billion, representing a growth of almost 33% over the previous year. However, in 2008, CITIC Pacific’s stock price plunged by 90% within a several months after a foreign exchange scandal that led to a loss of some US$2 billion. This loss was attributed to the unauthorized betting on foreign exchange derivative contracts that were supposedly hedges against currency risks. Details Analysis Timeline On the 20th October 2008, CP announced suddenly that it would lose as much as US$2 billion. Within a day, its share price plunged 55.1% to HK$6.52, and the loss is likely to mount up. Then, two leaders resigned and a new Finance Director was appointed immediately. After that, within two days of the announcement of the potential losses, the Securities and Futures Commission announced that it would be investigating CP. Criticism And this sudden event also caused many queries from the public, one outstanding question was asking for the BOD, people wanted to know why CP company delayed for about six weeks before making the potential losses...
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...te Corporate governance statement The Board of Directors is accountable to the Shareholder for the overall performance of the Group. In doing so, it is responsible for: • • • The effective, prudent and ethical oversight of the Bank; Setting the business strategy for the Bank, following consultation with the Shareholder; and Ensuring that risk and compliance are properly managed in the Bank. Board of Directors and Membership The Board of Directors recognises its responsibility for the leadership, direction and control of the Bank and the Group and its accountability to the Shareholder for financial performance. As at 31 December 2010, the Board comprised the Chairman, four Non-executive Directors and the Group Chief Executive. The Board sees it as a priority to further enhance its existing skills and experience through the recruitment of further independent Non-executive Directors, with a process having commenced in this regard. The Non-executive Directors are independent of management, with varied backgrounds, skills and experience. There have been a total of 39 board meetings during the financial year, 10 of which were scheduled. The purpose of the 29 unscheduled meetings was to address a variety of matters, including discussions in respect of the difficult market conditions that existed during the financial period and included funding issues, capital matters, legacy related matters and the Bank's Restructuring Plan. All Directors are expected to attend each meeting and the...
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...REVISED CODE OF CORPORATE GOVERNANCE Pursuant to its mandate under the Securities Regulation Code and the Corporation Code, the Securities and Exchange Commission (the “Commission”), in a meeting held on June 18, 2009, approved the promulgation of this Revised Code of Corporate Governance (the “Code”) which shall apply to registered corporations and to branches or subsidiaries of foreign corporations operating in the Philippines that (a) sell equity and/or debt securities to the public that are required to be registered with the Commission, or (b) have assets in excess of Fifty Million Pesos and at least two hundred (200) stockholders who own at least one hundred (100) shares each of equity securities, or (c) whose equity securities are listed on an Exchange; or (d) are grantees of secondary licenses from the Commission. Article 1: Definition of Terms a) Corporate Governance – the framework of rules, systems and processes in the corporation that governs the performance by the Board of Directors and Management of their respective duties and responsibilities to the stockholders; b) Board of Directors – the governing body elected by the stockholders that exercises the corporate powers of a corporation, conducts all its business and controls its properties; c) Exchange – an organized market place or facility that brings together buyers and sellers, and executes trades of securities and/or commodities; d) Management – the body given the authority by the Board of Directors to implement...
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...Corporate Governance Randall, Inc. is a private company that manufactures heavy machinery. The Company has an active board of directors and an audit committee. The board of directors includes ten directors, 2 of whom are independent (but are former executives of the company). The audit committee consists of the two independent directors and Howard Kress, the Company’s Chief Financial Officer. The audit committee meets once a year to provide oversight of financial reporting, including reviewing new accounting policies and unusual transactions. The audit committee also meets with Randall’s external auditors from time to time, to discuss audit planning issues and to review the outcome of the audit. The full board meets twice a year and evaluates top management’s performance. Howard Kress personally reviews and approves any related party transactions. Internal audits are performed by the internal audit team, headed by Jenny Kin Wong, who reports directly to Laura Howe, the Chief Operating Officer. The company has a written code of conduct, and the employees agree to adhere to the code when they are hired. Each employee is also given an employment contract including a formal job description. All new employees are given aptitude tests appropriate for the area they will be working in. As a result, the company does not consider it necessary anymore to obtain references or conduct other background checks on the new employees. The Company also has a hotline for confidential...
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