...THE INDONESIA CORPORATE GOVERNANCE MANUAL First Edition IFC Advisory Services in Indonesia In Partnership with: THE INDONESIA CORPORATE GOVERNANCE MANUAL First Edition Jakarta, January 2014 i Disclaimer IFC, a member of the World Bank Group, creates opportunity for people to escape poverty and improve their lives. We foster sustainable economic growth in developing countries by supporting private sector development, mobilizing private capital and providing advisory services. The Indonesia Corporate Governance Manual (CG Manual) was commissioned by IFC as part of the Indonesia Corporate Governance Program that IFC is implementing in Indonesia since 2012. This manual is distributed with the understanding that neither the authors, nor the organizations, countries they represent, nor the publisher are engaged in rendering legal or financial advice. The material in this Manual is set out in good faith for general guidance, and no liability can be accepted for any possible loss or expense in incurred as a result of relying on the information contained herein. This publication is not intended to be exhaustive. It should not be relied upon as a basis for formulating business decisions. On all financial issues and questions, an accountant, auditor, or other financial specialist should be consulted. A lawyer should be consulted on all legal issues and questions. As the laws in the Republic of Indonesia are constantly changing, legal rules referred...
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...Mergers and Acquisitions Basics Mergers and Acquisitions Basics All You Need To Know Donald DePamphilis Amsterdam • Boston • Heidelberg • London New York • Oxford • Paris • San Diego San Francisco • Singapore • Sydney • Tokyo Academic Press is an imprint of Elsevier Academic Press is an imprint of Elsevier 30 Corporate Drive, Suite 400, Burlington, MA 01803, USA Elsevier, The Boulevard, Langford Lane, Kidlington, Oxford, OX5 1GB, UK Copyright © 2011 Elsevier Inc. All rights reserved No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or any information storage and retrieval system, without permission in writing from the publisher. Details on how to seek permission, further information about the Publisher’s permissions policies and our arrangements with organizations such as the Copyright Clearance Center and the Copyright Licensing Agency, can be found at our website: www.elsevier.com/permissions. This book and the individual contributions contained in it are protected under copyright by the Publisher (other than as may be noted herein). Notices Knowledge and best practice in this field are constantly changing. As new research and experience broaden our understanding, changes in research methods, professional practices, or medical treatment may become necessary. Practitioners and researchers must always rely on their own experience and knowledge...
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...MEANING, CHARACTERISTICS AND TYPES OF A COMPANY INTRODUCTION Industrial has revolution led to the emergence of large scale business organizations. These organization require big investments and the risk involved is very high. Limited resources and unlimited liability of partners are two important limitations of partnerships of partnerships in undertaking big business. Joint Stock Company form of business organization has become extremely popular as it provides a solution to overcome the limitations of partnership business. The Multinational companies like Coca-Cola and, General Motors have their investors and customers spread throughout the world. The giant Indian Companies may include the names like Reliance, Talco Bajaj Auto, Infosys Technologies, Hindustan Lever Ltd., Ranbaxy Laboratories Ltd., and Larsen and Tubro etc. 1.2 MEANING OF COMPANY Section 3 (1) (i) of the Companies Act, 1956 defines a company as “a company formed and registered under this Act or an existing company”. Section 3(1) (ii) Of the act states that “an existing company means a company formed and registered under any of the previous companies laws”. This definition does not reveal the distinctive characteristics of a company . According to Chief Justice Marshall of USA, “A company is a person, artificial, invisible, intangible, and existing only in the contemplation of the law. Being a mere creature of law, it possesses only those properties which the character of its creation of its creation confers...
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...MEANING, CHARACTERISTICS AND TYPES OF A COMPANY STRUCTURE 1.0 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.0 Objective Introduction Meaning of Company Characteristics of a Company Distinction between Company and Partnership Types of Company Summary Keywords Self Assessment Questions Suggested Readings OBJECTIVE After reading this lesson, you should be able to: (a) (b) (c) 1.1 Define a company and explain its features. Make a distribution between company and partnership firm. Explain the various types of companies. INTRODUCTION Industrial has revolution led to the emergence of large scale business organizations. These organization require big investments and the risk involved is very high. Limited resources and unlimited liability of partners are two important limitations of partnerships of partnerships in undertaking big business. Joint Stock Company form of business organization has become extremely popular as it provides a solution to (1) overcome the limitations of partnership business. The Multinational companies like Coca-Cola and, General Motors have their investors and customers spread throughout the world. The giant Indian Companies may include the names like Reliance, Talco Bajaj Auto, Infosys Technologies, Hindustan Lever Ltd., Ranbaxy Laboratories Ltd., and Larsen and Tubro etc. 1.2 MEANING OF COMPANY Section 3 (1) (i) of the Companies Act, 1956 defines a company as “a company formed and registered under this Act or an existing company”. Section 3(1) (ii) Of the act states...
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...contributor) Economic and Financial Globalization: What the Numbers Say United Nations, Geneva, 2003 Enron and World Finance A Case Study in Ethics Edited by Paul H. Dembinski Carole Lager Andrew Cornford and Jean-Michel Bonvin in association with the Observatoire de la Finance Selection, editorial matter and Chapters 1, 2 and 16 © Observatoire de la Finance Remaining chapters © contributors 2006 All rights reserved. No reproduction, copy or transmission of this publication may be made without written permission. No paragraph of this publication may be reproduced, copied or transmitted save with written permission or in accordance with the provisions of the Copyright, Designs and Patents Act 1988, or under the terms of any licence permitting limited copying issued by the Copyright Licensing Agency, 90 Tottenham Court Road, London W1T 4LP. Any person who does any unauthorised act in relation to this publication may be liable to criminal prosecution and civil claims for damages. The authors have asserted their rights to be identified as the authors of this work in accordance with the Copyright, Designs and Patents...
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...H. (leading contributor) Economic and Financial Globalization: What the Numbers Say United Nations, Geneva, 2003 Enron and World Finance A Case Study in Ethics Edited by Paul H. Dembinski Carole Lager Andrew Cornford and Jean-Michel Bonvin in association with the Observatoire de la Finance Selection, editorial matter and Chapters 1, 2 and 16 © Observatoire de la Finance Remaining chapters © contributors 2006 All rights reserved. No reproduction, copy or transmission of this publication may be made without written permission. No paragraph of this publication may be reproduced, copied or transmitted save with written permission or in accordance with the provisions of the Copyright, Designs and Patents Act 1988, or under the terms of any licence permitting limited copying issued by the Copyright Licensing Agency, 90 Tottenham Court Road, London W1T 4LP. Any person who does any unauthorised act in relation to this publication may be liable to criminal prosecution and civil claims for damages. The authors have asserted their rights to be identified as the authors of this work in accordance with the Copyright, Designs and Patents Act 1988. First published 2006...
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...Financial Times Prentice Hall, we craft high-quality print and electronic publications which help readers to understand and apply their content, whether studying or at work. To find out more about the complete range of our publishing, please visit us on the World Wide Web at: www.pearsoned.co.uk 6th Edition Financial Accounting for Decision Makers Peter Atrill and Eddie McLaney Pearson Education Limited Edinburgh Gate Harlow Essex CM20 2JE England and Associated Companies throughout the world Visit us on the World Wide Web at: www.pearsoned.co.uk Second edition published 1999 by Prentice Hall Europe Third edition published 2002 by Pearson Education Limited Fourth edition 2005 Fifth edition 2008 Sixth edition 2011 © Prentice Hall Europe 1996, 1999 © Pearson Education Limited 2002, 2011 The rights of Peter Atrill and Eddie McLaney to be identified as authors of this work have been asserted by them in accordance with the Copyright, Designs and Patents Act 1988. All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic,...
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...BANKING THEORY – LAW AND PRACTICE BBA 2.1 BANKING – THEORY – LAW AND PRACTICE Evolution of Banks – Functions of Commercial Banks – Balance Sheet of Commercial Banks – Credit Creation, Organization and structure of Banks – Unit Banking and Mixed Banking – Public Sector and Private Sector Banks – Nationalization of Commercial Banks – Objects – Progress. Central Bank – Evolution – Functions – Credit Control Measures Money market – Indian money market – Components – Characteristics of developed and under developed money market. Banker and Customer – General and Special relationships – Negotiable instruments – Features – Types of accounts – Types of customers – Pass Book – Cheque – Features – Crossing – Endorsements Paying banker – Duties – Holder in due course – Payment in the due course – Protection – Collecting banker – Duties – Protection Text and Reference Books: 1. Basu : Theory and Practice of Development Banking 2. Muranjan S.K. : Modern Banking in India 3. Reddy & Appanniah : Banking Theory and Practice 4. Natarajan & Gordon : Banking Theory and Practice Lesson – 1 EVOLUTION OF BANKING Evolution of Banking Institutions Origin of the word “Bank”. – Opinion is divided in regard to this. According to some authorities, the work “Bank” itself is derived from the words “bancus” or “banqee,” that is, a bench. The early bankers, the Jews in Lombardy, transacted their business on benches in the market place. When a banker failed...
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...International Bank for Reconstruction and Development/The World Bank 1818 H Street, NW Washington, DC 20433 All rights reserved. 1 2 3 4 5 05 04 03 02 The findings, interpretations, and conclusions expressed here are those of the author(s) and do not necessarily reflect the views of the Board of Executive Directors of the World Bank or the governments they represent. The World Bank cannot guarantee the accuracy of the data included in this work. The boundaries, colors, denominations, and other information shown on any map in this work do not imply on the part of the World Bank any judgment of the legal status of any territory or the endorsement or acceptance of such boundaries. Rights and Permissions The material in this work is copyrighted. No part of this work may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or inclusion in any information storage and retrieval system, without the prior written permission of the World Bank. The World Bank encourages dissemination of its work and will normally grant permission promptly. For permission to photocopy or reprint, please send a request with complete information to the Copyright Clearance Center, Inc, 222 Rosewood Drive, Danvers, MA 01923, USA, telephone 978750-8400, fax 978-750-4470, www.copyright.com All other queries on rights and licenses, including subsidiary rights, should be addressed to the Office of the Publisher, World Bank, 1818 H Street NW, Washington, DC 20433...
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...Disclaimer Notes to the Annual Report and Accounts This PDF version of the Unilever Annual Report and Accounts 2007 is an exact copy of the document provided to Unilever’s shareholders. Certain sections of the Unilever Annual Report and Accounts 2007 have been audited. Sections that have been audited are set out on pages 69 to 121, 125 to 126, 128 to 130 and 133 to 135. The auditable part of the report of the Remuneration Committee as set out on page 49 has also been audited. The maintenance and integrity of the Unilever website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters. Accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially placed on the website. Legislation in the United Kingdom and the Netherlands governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Disclaimer Except where you are a shareholder, this material is provided for information purposes only and is not, in particular, intended to confer any legal rights on you. This Annual Report and Accounts does not constitute an invitation to invest in Unilever shares. Any decisions you make in reliance on this information are solely your responsibility. The information is given as of the dates specified, is not updated, and any forward-looking statements are made subject to the reservations...
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...wish to enhance their knowledge in an existing discipline or acquire proficiency in a new area are sure to benefit from the offered Programs. Distance Education is an attempt to make education accessible beyond the close confines of a classroom and to make it available to those who aspire and endeavor. The pedagogy used is interactive with cutting-edge techniques and innovation. This has gone long way to strengthen skills and expertise students to meet much-needed requirement of management students; in industry or society. The Institute pioneered and offers more than 40 programs in the field of Management, Computer, Six Sigma and SAP Training certification courses. We emphasis on imparting education to various genres of the society, right from Students to Professionals and Housewives to Businessmen. At IIBM we deal in keeping this flow up and building the management education in a way that is relevant, contextual and motivating the managers from all sectors i.e. corporate and non-corporate. We continue to strive for excellence by utilizing technology to create a regional community of learners and providing leadership in developing a model educational program for the new millennium. SYLLABUS Principles and Practices of Management ( IIBM...
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...Scope Interdependency is a natural phenomenon; nations, living beings and companies cannot totally depend on themselves. It is the major driving force for international business. Learning value: This chapter covers the essential aspects, 1. 2. 3. 4. 5. Definition of international business Emergence of developing nations in international business Motives of international business from companies and nations Fundamental differences between Domestic and International business Few successful organizations in Domestic & International business International business: Meaning and Scope In the post independence era, more than half-century Indian entrepreneurs concentrated on domestic operations and a surplus production was exported. The physical movement of goods, called EXPORT cannot represent International business. International business is defined as “any commercial transaction-taking place across the boundary lines of a sovereign entity”. It may take place either between countries or companies or both. Private companies involve themselves in such transactions for revenue, profit and prosperity. If governments are involved, they need to maintain their image, dependency and economic growth. Sometimes economic ties are strengthened through such transactions. These transactions include investments, physical movements of goods and services, transfer of technology and manufacturing. Today every company, whether small or large, single entity or partnership, joint stock or government...
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...The Essays of Warren Buffett: Lessons for Corporate America Essays by Warren E. Buffett Selected, Arranged, and Introduced by Lawrence A. Cunningham Includes Previously Copyrighted Material Reprinted with Permission THE ESSAYS OF WARREN BUFFETT: LESSONS FOR CORPORATE AMERICA Essays by Warren E. Buffett Chairman and CEO Berkshire Hathaway Inc. Selected, Arranged, and Introduced by Lawrence A. Cunningham Professor of Law Director, The Samuel and Ronnie Heyman Center on Corporate Governance Benjamin N. Cardozo School of Law Yeshiva University © 1997; 1998 Lawrence A. Cunningham All Rights Reserved Includes Previously Copyrighted Material Reprinted with Permission TABLE OF CONTENTS INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PROLOGUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 27 I. CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . A. B. C. D. E. Owner-Related Business Principles................ Boards and Managers............................. The Anxieties of Plant Closings An Owner-Based Approach to Corporate Charity. A Principled Approach to Executive Pay.......... 29 29 38 43 47 54 II. CORPORATE FINANCE AND INVESTING. . . . . . . . . . . . . . . . A. B. C. D. E. F. G. H. I. 63 Mr. Market........................................ 63 Arbitrage......................
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...The Essays of Warren Buffett: Lessons for Corporate America Essays by Warren E. Buffett Selected, Arranged, and Introduced by Lawrence A. Cunningham Includes Previously Copyrighted Material Reprinted with Permission THE ESSAYS OF WARREN BUFFETT: LESSONS FOR CORPORATE AMERICA Essays by Warren E. Buffett Chairman and CEO Berkshire Hathaway Inc. Selected, Arranged, and Introduced by Lawrence A. Cunningham Professor of Law Director, The Samuel and Ronnie Heyman Center on Corporate Governance Benjamin N. Cardozo School of Law Yeshiva University © 1997; 1998 Lawrence A. Cunningham All Rights Reserved Includes Previously Copyrighted Material Reprinted with Permission TABLE OF CONTENTS INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PROLOGUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 27 I. CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . A. B. C. D. E. Owner-Related Business Principles................ Boards and Managers............................. The Anxieties of Plant Closings An Owner-Based Approach to Corporate Charity. A Principled Approach to Executive Pay.......... 29 29 38 43 47 54 II. CORPORATE FINANCE AND INVESTING. . . . . . . . . . . . . . . . A. B. C. D. E. F. G. H. I. 63 Mr. Market........................................ 63 Arbitrage......................
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...London School of Economics for the degree of Doctor of Philosophy, London, September 2007 Declaration I certify that the thesis I have presented for examination for the MPhil/PhD degree of the London School of Economics and Political Science is solely my own work other than where I have clearly indicated that it is the work of others (in which case the extent of any work carried out jointly by me and any other person is clearly identified in it). The copyright of this thesis rests with the author. Quotation from it is permitted, provided that full acknowledgement is made. This thesis may not be reproduced without the prior written consent of the author. I warrant that this authorisation does not, to the best of my belief, infringe the rights of any third party. 2 Abstract This dissertation analyses the problem of how to create more just and democratic global governing institutions, exploring the approach of a more formal system of collective decision-making by the three main actors in global society: governments, civil society and the business sector. The thesis seeks to make a contribution by presenting for discussion an addition to the system of international governance that is morally justified and potentially practicable, referred to as ‘Collective Management’. The thesis focuses on the role of civil society, analysing arguments for and against a role for civil society that goes beyond ‘soft power’ to inclusion as voting members in inter-governmental decision-making...
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