Replacing Leather Essay Example | Topics and Well Written Essays - 2250 words

Replacing Leather - Essay Example The Economics Indian Mirror in their article â€Å"The Indian Leather Industry†Ã‚  reported that the growth has been phenomenal, to say the least. From Rs.320 million in the year 1965-66 to Rs.69558 million in 1996-97. It also brings pride to the nation. The Indian leather industry today has been recognized for its quality and is now among the top seven foreign exchange earners of the country. From being a mere exporter of raw materials in the sixties, it is now a legitimate and dollar earning industry. The sector accounts for 2.5 per cent of the global leather-related trade of Rs. 387,200 crores. An estimated 15 per cent of total purchase of leading global brands in footwear, garments, leather goods & accessories, in Europe, and 10 percent of global supply is outsourced from India (Damodaran & Mansingh). The leather industry employs about 2.5 million people2 and has annual turn over of Rs. 25,000 crores (Damodaran & Mansingh). Engrained in the Culture The industry also goes b eyond economics, it has become a part of Indian identity. Many who work in the industry, entrepreneurs and workers, feel that making leather is beyond making a living. It serves as the connection to their past and the only thing they have known to do. Thus, the organizational structure of leather companies are usually set up in a way that incorporates Indian family tradition as well as an attempt to a modern approach primarily due to the influence of the West who has been India’s biggest leather consumer. Environment Damage One may find over half of India's leather industry around the Ganga river basin. Through Utter Pradesh and West Bengal, treatment plants transform raw hide into materials to be used by Hollywood superstars and international socialites. It is this interest of designers and rich and famous that made this industry a major player in the country's economy. In West Bengal alone, there are 600 tanneries employing and 20,000 units manufacturing leather products. T hey employ 200,000 people (Brown, â€Å"Told To Clean Up†). There is the negative side though. It does more damage to the environment, one that does not compensate for what India gains financially. For one, they used different chemical processes that would preserve the leather. They soak and line the hide, remove the grease ad pickling the hide, and other processes that use salt as the primary ingredients. Brown further reported that about 3000 tonnes of salt are used to preserve 5000 tonnes of raw hide. The problem is 90% of this salt goes into the river and groundwater systems causing pollution and contamination. They also use other products like formaldehyde, coal-tar derivatives, and various oils, dyes, and finishes—some of them cyanide-based. Most leather is chrome-tanned which has long been declared hazardous by the U.S. Environmental Protection Agency (EPA). People for Ethical Treatment of Animals (PETA) also reported that tanneries produce pollutants like prote in, hair, salt, lime sludge, sulfides, acids, 2,000 pounds of solid waste including flesh and waste nearly 15,000 gallons of water a for every ton of hides that it processes. All these either say on the environment to damage the soil, water, and health of humans around or it goes straight to landfills together with the 800,000 tons of chrome shavings annually. In PETA’s article titled â€Å"Wool, Fur, Leather: Hazardous to the Environment† they said, â€Å"Groundwater near tanneries has been found with highly elevated levels of a variety of toxic substances. The Regis Tanning Co., Inc., operated a tanning facility from the early

Kudler Fine Foods IT Security Presentation Essay Example for Free

Kudler Fine Foods IT Security Presentation Essay General Questions General Academic Questions CMGT/400 Week 5 Learning Team Kudler Fine Foods IT Security Report and Presentation Develop a 3,000- to 3,500-word report for the CIO of Kudler Fine Foods.  · This report should cover the material from the previous weeks, providing a comprehensive look at the key safeguards needed for the project at each stage of the systems development processes.  · The report should have clear recommendations to ensure that the final frequent shopper program system is properly secured against likely threats. Include the requirements for future audit provisions the internal staff may use to validate the security measures in the system. Prepare a presentation to executive management at Kudler Fine Foods of the need to make the changes recommended in the paper.  · The presentation should be 8 – 10 slides in length.  · The presentation must include appropriate graphics, and may be in a Microsoft ® PowerPoint ®presentation format.  · Online students will submit a presentation that must include detailed speaker notes.   It is important that you map out your first day at school before your actual first day. Plan out the best strategy for navigating the campus, learning the amount of time it will take to get from class to class. In addition, find the other places that you plan to visit frequently, and note their  location on your map. This document of CMGT 400 Week 5 Presentation includes: Kudler Fine Foods IT Security Presentation General Questions General Academic Questions CMGT/400 Week 5 Learning Team Kudler Fine Foods IT Security Report and Presentation Develop a 3,000- to 3,500-word report for the CIO of Kudler Fine Foods. For downloading more tutorials visit https://bitly.com/1rubupQ It is important that you map out your first day at school before your actual first day. Plan out the best strategy for navigating the campus, learning the amount of time it will take to get from class to class. In addition, find the other places that you plan to visit frequently, and note their location on your map. General Questions General Academic Questions CMGT/400 Week 5 Learning Team Kudler Fine Foods IT Security Report and Presentation Develop a 3,000- to 3,500-word report for the CIO of Kudler Fine Foods.  · This report should cover the material from the previous weeks, providing a comprehensive look at the key safeguards needed for the project at each stage of the systems development processes.  · The report should have clear recommendations to ensure that the final frequent shopper program system is properly secured against likely threats. Include the requirements for future audit provisions the internal staff may  use to validate the security measures in the system. Prepare a presentation to executive management at Kudler Fine Foods of the need to make the changes recommended in the paper.  · The presentation should be 8 – 10 slides in length.  · The presentation must include appropriate graphics, and may be in a Microsoft ® PowerPoint ®presentation format.  · Online students will submit a presentation that must include detailed speaker notes.

Child Abuse and Neglect Essay -- Violence Against Children

â€Å"If she doesn’t acknowledge what happened then how can you trust that she is going to be different in the future† - Dr. Phil. I believe that means that if your mom abuses you or hurts you any type of away and says nothing of it than you never know if it might happen in the future. But forgiveness goes along way with you life in question. My career pathway is law enforcement. Sooner or later I will have to deal with cases like these. Child abuse cases is something really no law enforcement agent will want to deal with. Child abuse is physical, emotional, or sometimes god forbid sexual. No matter what field of law enforcement you can still run into a child abuse case. Form DEA, CPS, investigators and forensics and so on Child occurs because of a lot of reasons. There is anger issues, to have something to vent and take all your anger out on. Also an unwanted/mistake kid so to show the child they aren't wanted where they are at. To prove dominance, to show you are the ruler of them and their whole life. In law enforcement the steps to take in a possible child abuse case. First you observe the child and his environment. Look for visible injuries how he acts, body languages means a lot and speaks untold words. Then you take a report and gather up all you need to make a case. After you get all you need and it makes a good case you then send it over to CPS Physical abuse is causing any bodily harm that exceeds out side of the jurisdiction of legal punishment. Legal punishment includes grounding, whupping with a belt or hand that goes from the small of the back to the back if the thigh, but it doesn’t include whup with a extension cord or punching. Emotional abuse is purposely hurting a child that doesn’t have physical attacks.... ...ide.org/mental/child_abuse_physical_emotional_sexual_neglect.htm>. Karkola, Kari, Kauppi Marika, Leena Anne, Juhani Merikanto, and Tuija Vanamo. "Fatal child abuse: a study of 13 cases of continuous abuse.."http://web.b.ebscohost.com/. Mental Illness, 1 Oct 2012. Web. 12 Feb 2014. Kriel, Lomi. "One of Houston's worst child-abuse cases tough to unravel."  http://www.chron.com/. lomi.kriel@chron.com, 13 May 2012. Web. 12 Feb 2014. . Iannelli, M.D., Vincent. "Child Abuse - Child Abuse Cases and Stories."  http://pediatrics.about.com/. about.com, 07 Apr 2013. Web. 13 Feb 2014. . "Child Abuse."  kidshealth. Nemours, n.d. Web. 18 Feb 2014.

Socrates: the Question of Morality :: Philosophy, Philosophers

  Ã‚  Ã‚  Ã‚  Ã‚  The question of morality came up when Socrates and Cephalus were having a conversation about money. Cephalus says someone who has led a bad life will have nightmares and a person who leads a good life will not have such dreams and will be happy. Cephalus says being true and giving things back is morality. Socrates gives an example were you can do something good by not gibing something back. His example was if you borrow a weapon from a friend, and he is sane at the time and at the time you should give it back your friend is insane then you shouldn’t give it back so you can protect him from doing harm which is also good. Cephalus agreed that Socrates was correct that this was doing something good so Socrates said if that is the case than the definition of morality isn’t to tell the truth and give back whatever one has borrowed. Polemarchus interjected saying that morality is to tell the truth and to give back whatever one has borrowed if you believe S imonides. Polemarchus says what Simonides was trying to say was friends owe friends good deeds not bad ones. Socrates responds by saying, what Simonides meant was we give back to people what is appropriate for them, or owed to them. Polemarchus said to be consistent with what I said earlier it has to be the art of giving benefit and harm to friends and enemies respectively. Socrates makes a point that morality only seems to be useful when something is not being used, for example when money needs to be saved.   Ã‚  Ã‚  Ã‚  Ã‚  Socrates asks if a moral person can harm anyone and Polemarchus agreed that a moral person could harm an evil man. What Socrates was trying to get at was well if this man was really moral why is he trying to harm anyone. Socrates goes on saying many things but one main point he made was as follows â€Å"It is not the job of a moral person to harm a friend or anyone else, it is the job of his opposite, an immoral person. Polemarchus agreed to this, which basically went against everything he said in the opening of this conversation. Socrates says that the claim that its right and moral to give back to people what they are owed, if this is taken to mean that a moral person owes harm to his enemies and help to his friends, turns out to be a claim no clever person would make.

Government Spying Essay

Austin Bryan Period-1 http://www.globalsecurity.org/intell/library/news/2006/intell-060101-voa01.htm In some instances, governments believe that it is okay to spy on their citizens in order to preserve their freedom. I personally find this concept to be absurd. Living in a country that’s history is founded upon freedom of its citizens, and escaping oppression of tyrant governments, leaves me very skeptical on this concept. I believe that if the government is spying on its citizens it is actually taking away their freedom rather than preserving it. Living in an era of increasing technology has made it much easier for a government to spy on its citizens. Because of this, it has become a problem in many places around the world. Think about back in elementary school when you had pen pals from other countries. How would you feel if the government was able to intrude on your personal life just because you made contact abroad? For us in America, a government spying on its citizens sounds pretty crazy right? In 2006 president Bush did just that by enabling a â€Å"Government Phone Tap†. President Bush thought in order to preserve citizen’s freedoms that is was justified to tap into people’s phones and emails. The only people that were supposed to be the recipients of phone tapings where those who were making calls abroad, particularly to suspected al-Qaida connections. Not only is this a complete violation of peoples constitutional rights and privacy, but Bush also neglected the need for a warrant in this instance. To this day many immigrants from other countries come to America seeking asylum from oppressive governments. America is supposed to be a safe haven where people’s rights and privacy are protected under the constitution. Acts of government espionage upon its own citizens like this are completely unacceptable. I believe that the only way from a government to protect its citizen’s freedom is to respect everyone’s freedom regardless of circumstances.

The Pharaohs Double Crown of Egypt

The Pharaoh's Double Crown of Egypt Ancient Egyptian pharaohs are usually depicted wearing a crown or a head-cloth. The most important of these was the double crown, which symbolizes the unification of Upper and Lower Egypt and was worn by pharaohs starting with the First Dynasty around the year 3000 BCE. Its ancient Egyptian name is the pschent. The double crown was an amalgamation of the white crown (Ancient Egyptian name hedjet) of Upper Egypt and the red crown (Ancient Egyptian name deshret) of Lower Egypt. Another name for it is shmty, meaning the two powerful ones, or sekhemti. The crowns are seen only in artwork and no specimen of one has been preserved and discovered.  In addition to the  pharaohs, the gods Horus and Atum are depicted wearing the double crown. These are gods that are closely allied with the pharaohs. Symbols of the Double Crown The combination of the two crowns into one represented the rule of the pharaoh over his united kingdom. The red deshret  of Lower Egypt is the outer portion of the crown with cutouts around the ears. It has a curled projection in front that represents the proboscis of a honeybee, and a spire in the back  and an extension down the back of the neck. The name deshret  is also applied to the honeybee. The red color represents the fertile land of the Nile delta. It was believed to have been giving by Get to Horus, and the pharaohs were the successors of Horus. The white crown is the interior crown, which was more conical or bowling pin shaped, with cutouts for the ears. It may have been assimilated from the Nubian rulers before being worn by rulers of Upper Egypt. Animal representations were fastened to the front of the crowns, with a cobra in attack position for Lower Egyptian goddess Wadjet and a vulture head for the goddess Nekhbet of Upper Egypt. It isnt known what the crowns were made of, they could have been made of cloth, leather, reeds, or even metal.  Because no crowns have been found in burial tombs, even in those that were undisturbed, some historians speculate they were passed from pharaoh to Pharaoh. History of the Double Crown of Egypt Upper and Lower Egypt were united around the year 3150 BCE with some historians naming Menes as the first pharaoh and crediting him for inventing the pschent. But the double crown was first seen on a Horus of the pharaoh  Djet  of the First Dynasty, around 2980 BCE. The double crown is found in the Pyramid Texts. Nearly every pharaoh from 2700 through 750 BCE was depicted wearing the pschent in hieroglyphs preserved in tombs. The Rosetta Stone and the king list on the Palermo stone are other sources showing the double crown associated with pharaohs. Statues of Senusret II and Amenhotep  III are among many showing the double crown. The Ptolemy rulers wore the double crown when they were in Egypt but when they left the country they wore a diadem instead.

Plant Absorption essays

Plant Absorption essays Most plants absorb the water and nutrients they need from the soil through their roots. The soil solution can move freely into the root cortex via root hairs, however it cannot pass through the endodermis on its own due to the impenetrable Casparian strip. Cells in the endodermis actively transport necessary minerals into the vascular tissue and water follows because of osmosis. Once in the vascular tissues, this nutrient and water solution must be transported throughout the plant so that it can be used to create food during photosynthesis. Xylem is the tissue responsible for transporting this solution up the stem to the leaves, while phloem is the tissue responsible for carrying sugary food molecule solution back down the stem to places where it is needed. There is a problem in moving the solution upward against gravity that plants have to deal with. Root pressure pushes the solution upward because of the hydrostatic pressure that is created when water and ions move into the endodermis and cannot get back out. This is because the ions are actively transported and water follows them due to osmosis. Root pressure cannot provide enough of a push for the solution to reach the highest leaves, which is where the transpiration pull-water cohesion mechanism comes into play. This process relies upon transpiration, the evaporation of water from leaves, as well as the property of water called cohesion, or the sticking together of molecules of the same substance. Transpiration is controlled by the stomata, openings in the leaves that allow for gas exchange necessary for photosynthesis. When many stomata are open more transpiration will occur and when few stomata are open water is conserved. The mechanism works much like a domino effect. W hen water transpires through the outermost layer of leaf cells, a water molecule is borrowed or pulled from its neighboring cell, which continues all the way down the stem rapidly. This provides...

Pros and Cons of Earning a Masters Degree Before a PhD

Pros and Cons of Earning a Masters Degree Before a PhD As a potential applicant to graduate school you have a great many decisions to make. The initial decisions, such as what field to study, may come easily. However, many applicants struggle with choosing what degree to pursue, whether a master’s degree or PhD is right for them. Others know what degree they want. Those who choose a doctoral degree sometimes wonder if they should first complete a master’s degree. Do you need a master’s degree to apply to a doctoral program? Is a master’s degree an essential prerequisite for gaining admission to a doctoral program? Usually not. Does a master’s degree improve your odds of admission? Sometimes. Is it in your best interest to earn master’s before applying to PhD programs? It depends. Pros and Cons of Earning a Master's Before Applying to PhD Programs There are both advantages and disadvantages to earning a master’s before applying to PhD programs. Below are some of the pros and cons: Pro:  A master’s degree will introduce you to the process of graduate study. Without a doubt, graduate school is different from college. This is especially true at the doctoral level. A master’s program can introduce to you the process of graduate study and help you understand how it is different from undergraduate study.  A master’s program can help you make the transition to graduate school and prepare you for making the transition from college student to graduate scholar.   Pro:  A master’s program can help you see if you are ready for doctoral study. Are you ready for graduate school? Do you have the right study habits? Are you motivated? Can you manage your time? Enrolling in a master’s program can help you see if you have what it takes for success as a graduate student – and especially as a doctoral student. Pro: A master’s program can help you see if you are interested enough to undertake a PhD The typical college survey courses present a broad view of a discipline, with little depth. Small college seminars present a topic in more depth but it will not come close to what you will learn in graduate school. It is not until students are immersed in a field that they truly come to know the depth of their interest. Sometimes new grad students realize that the field is not for them. Others complete the master’s degree but realize that they have no interest in pursuing a doctorate. Pro: A masters may help you get into a doctoral program. If your undergraduate transcript leaves much to be desired, a master’s program may help you improve your academic record and show that you have the stuff that competent graduate students are made of. Earning a master’s degree shows that you are committed and interested in your field of study.  Returning students may seek a master’s degree to obtain contacts and recommendations from faculty. Pro: A master’s degree can help you change fields. Are you planning on studying a different field than your college major? It can be hard to convince a graduate admissions committee that you are interested and committed to a field in which that you have little formal experience. A master’s degree can not only introduce you to the field but can show the admissions committee that you interested, committed, and competent in your chosen field.   Pro: A master’s degree can offer a foot in the door to a particular graduate program. Suppose you hope to attend a specific graduate program. Taking a few graduate courses, nonmatriculated (or nondegree-seeking) can help you learn about the program and can help faculty learn about you. This is even more true for master’s students. In many graduate programs, master’s and doctoral students take some of the same classes. As a master’s student, you’ll have contact with graduate faculty – often those who teach in the doctoral program. Completing a thesis and volunteering to work on faculty research can help faculty get to know you as a competent and promising researcher. A master’s degree might offer you a foot in the door and a better chance of gaining admission to the department’s doctoral program. However, admission is not guaranteed. Before you choose this option, be sure that you can live with yourself if you don’t gain admission. Will you be happy with a terminal master? Con:  A master’s degree is time-consuming. Typically a full-time master’s program will require 2 years of study.  Many new doctoral students find that their master’s coursework doesn’t transfer. If you enroll in a master’s program recognize that it will likely not make a dent in your required doctoral coursework. Your  PhD  will likely take an additional 4 to 6 years after earning your master’s degree. Con:  A master’s degree is usually unfunded. Many students find this a big con: Master’s students usually do not receive much funding. Most master’s programs are paid for out-of-pocket. Are you prepared to potentially have tens of thousands of dollars of debt before you begin your PhD.?  If you choose not to seek a doctoral degree, what employment options accompany your master’s degree? While I’d argue that a master’s degree is always of value for your intellectual and personal growth, if the salary-return of your degree is important to you, do your homework and think carefully before enrolling in a master’s program prior to seeking your PhD. Whether you seek a master’s degree before applying to doctoral programs is a personal decision. Also recognize that many PhD programs award master’s degrees along the way, typically after the first year and completing exams and/or a thesis.

The Inner Person Essay Example | Topics and Well Written Essays - 500 words

The Inner Person - Essay Example It is also made up of the display of a number of characteristics including perseverance and resistance. Courage helps me in facing my strengths, which means that it gives me the will power to believe in my ability to deliver more what the good things I have undertaken before. Most commonly when a person undertakes a certain outstanding achievement, he is tempted to believe that it happened by chance and that it is not possible for such a feat to happen again. But a courageous person would believe in his abilities and try to be a better person than he had been before (Twumasi, 2010) and this is what I have always done. With courage, I have devised the saying that the sky cannot even be my limit because there is enough space beyond the skies. Courage has also helped me in facing my weaknesses. Basically, my weaknesses are those kinds of things that happen to me that are not pleasant and welcoming. For a non-courageous person, when such weaknesses arise, chances are that he would be drawn back and never make a move to rise again. But as a courageous person and as a person having courage as a value, I have always told myself that the downfall of a person is not the end of his life and so even if I fall 1000 times, I shall arise 1000 times. Due to this, I have always given a second chance to myself in trying that very thing in which I failed previously. It is worth emphasizing that my value of courage has transformed my life tremendously. With courage, I was able to land on my very first job, which fetched me so much capital to set myself up in life. It happened that I was confronted by an entrepreneur after he had seen one of my school results and asked me if I could take up a top job in his organization. Even though I was only a student at the time and had no prior experience, I was courageous enough to say yes and that was how my whole economic fortunes changed. Courage has indeed made me and will make

Internship SWOT analysis paper Essay Example | Topics and Well Written Essays - 1250 words

Internship SWOT analysis paper - Essay Example One of the key strengths within the sales and marketing department is the strong marketing team that employs the digital tools of marketing. As a result, the company has benefited from an expansive market segment resulting to high sales. As the result of the increased revenue, the company has been able to expand its operations in the local markets. Similarly, the experienced marketing managers within the sales department have effectively handled all the issues ranging from employees welfare to customer complaints. In turn, there has been a strong positive relationship between the workers and their team leaders. However, there has been no adequate training of the sales executives a fact that has been noted as one of the weaknesses of this department (Hill and Westbrook, 1997). Within the Finance and Accounting department, the company employs computerized accounting packages including the QuickBooks and Sage. As a result, paper work within the department has greatly been reduced. Based on the haste and effectiveness of the modern accounting systems that the department has employed, it has been possible to easily compute the sales executive’s commissions and deductions. A notable weakness of the Finance and Accounting department is that very few employees know how to use the accounting packages they are using. As a result, during the days when the accounting package users are not at work, the company operations are negatively affected. One of the major strengths in the management section is the experienced and motivated human resources. Having worked in well known fashion companies in US including Acushnet Company, American Eagle Outfitters and The North Face, the management team has gained adequate experience that it uses to streamline the activities of BB Company. However, the management failure to involve the employees in decision making process and lack of regular workers evaluation are notable weaknesses within the department of management. This has

Energy drink case Research Paper Example | Topics and Well Written Essays - 1750 words

Energy drink case - Research Paper Example It is, therefore, feasible to posit that market positioning of alternative beverages is largely dependent on product differentiation. Just like in production of carbonated drinks, principal sellers in alternative soft drinks industry are globally renowned beverage manufacturers like PepsiCo and Coca-Cola (Barr & Hajela, 2013). This is ascribable to the fact that the two companies already had strong brands in the beverage industry before venturing into the provision of alternative beverages. Nonetheless, other beverage manufacturers like Hansen Natural Corporation, which produces Monster Energy and Red Bull GmbH, have succeeded in building recognized brands, while gaining a considerable share of the potent alternative beverage industry. Even though the latter industry was projected to sustain the steady growth observed previously, it suffered a setback following the 2008 financial recession. Unfavorable economic conditions impeded consumers’ buying capacity thus resulting in a significant decline in sales, particularly those of highly-priced alternative beverages. All the same, industry analysts foresee improvement in sales of alternative soft drinks with time, as carbonated drinks consumers progressively shift their preference towards the relatively new beverage category. Competing companies in this industry can only increase their chances of success depending on their readiness to match volatility of consumer trends, capacity to build brand loyalty, willingness to adopt innovation, and ability to increase distribution and marketing channels, among other distinctive strategies. Global beverage organizations like PepsiCo and Coca-Cola are focusing on reversing the major decline of carbonated by venturing into production of alternative beverages. These organizations have expanded their market presence by introducing vitamin drinks, sports drinks, and energy drinks in the international market (Esterl, 2013). Additionally,

Important Moment in My Life from the Viewpoint of Others Essay

Important Moment in My Life from the Viewpoint of Others - Essay Example Clarity of thoughts entails mastery of the language that will be used in writing. A grammatically correct piece can easily convey its message. That piece of writing should not lose its focus and aim for its target audience's heart. I had a fair share of memorable experiences since childhood. I cannot forget the first time I went up on stage to receive my academic award on first grade. As I grew older, the wrong decisions I made also left a mark in my life because of the lessons I learned from it. I can enumerate a number of occurrences that I consider important; but, to my family and friends, the most important event that ever happened to me is my affiliation with the Internal Revenue Service (IRS). IRS is one of the largest financial institutions in the world. Since 1987 to date, I am an enrolled agent of IRS. When I moved to San Diego, I got interested with a promising career of becoming an Enrolled Agent (EA) of IRS. Although I love writing, I am more fascinated with numbers. Hence, I took the EA examination. It was quite difficult because I had to study and master the information from hundreds of different IRS publications that contains thousands of pages. Yet, I passed the exam in just one take. My tax practice began in October 1987. ... I earned a good reputation within the community and the government sectors. I agree with my family and friends that my business achievement is the most important moment in my life, so far. I enjoy great benefits from this profession and it also enables me to spend quality time with my family and friends. I may not be an employee of IRS, but the ten reasons given on the question 'Why it is rewarding to work with IRS' are agreeable (Internal Revenue Service [IRS], 2007). Among the reasons that fit my experience is that IRS has continuously given me the opportunity to improve my skills. In my two decades as an enrolled agent, I have been to a number of IRS-sponsored seminars to upgrade my knowledge on US Tax Law and improve my expertise. Being an enrolled agent has further developed my sense of responsibility for important work. This career has enabled me to ensure that American nationals are aware of their responsibilities with the State and pay their taxes religiously and honestly. I must admit, this line of business is coupled with a lot of temptations. Some of my friends asked me if I ever gave in to the tempting power of money. Indeed, a number of non-compliant taxpayers would offer a large amount of money just to alter the entry in their tax returns. I had a battle with my personal code of conduct. But the fight with my inner-self quickly vanished as my principle prevailed. In a way, the United States Internal Revenue Service has enriched my values. Among these values are integrity to uphold the highest standards of honesty, reliability and honor; accuracy in ensuring precise and thorough work products; respect for every peoples' cultural difference and ideas; and, professionalism in achieving excellence (IRS, 2007). Somehow, I am glad that my family and

Potential Investments in Africa Essay Example | Topics and Well Written Essays - 1750 words

Potential Investments in Africa - Essay Example From the discussion it is clear that after globalization of the world economy, entrepreneurs have enlarged their range to the global market. Furthermore, entrepreneurship paired with the ability of globalization is altering the conditions of various regions. In the same way entrepreneurship can work in the interest of Africa as it is further enhanced by a globalized economy.This paper stresses that  Africa is already charming a significant amount of investment from foreign investors in the region. In fact, a study conducted by the AfDB approximates that the continent will fascinate investments of about $85 billion exceeding the figures for the previous year. This is a good sign for people looking to invest in this particular area. This includes investors from Canada who might be interested in becoming part of a growing economy in the world. Even though Africa is a growing economy has not yet counterbalanced the level of poverty in the region, investors are becoming growingly intere sted in investing in the region. There has also been a change in the point of view of Africa from being a provider of raw materials such as coffee beans to a region with a great demand for manufactured goods and services.  Africa has a very big population and has a very great proportion of emerging people belonging to the middle class who are a highly qualified and an educated generation but do not have jobs available or accessible for themselves.

Important Moment in My Life from the Viewpoint of Others Essay

Important Moment in My Life from the Viewpoint of Others - Essay Example Clarity of thoughts entails mastery of the language that will be used in writing. A grammatically correct piece can easily convey its message. That piece of writing should not lose its focus and aim for its target audience's heart. I had a fair share of memorable experiences since childhood. I cannot forget the first time I went up on stage to receive my academic award on first grade. As I grew older, the wrong decisions I made also left a mark in my life because of the lessons I learned from it. I can enumerate a number of occurrences that I consider important; but, to my family and friends, the most important event that ever happened to me is my affiliation with the Internal Revenue Service (IRS). IRS is one of the largest financial institutions in the world. Since 1987 to date, I am an enrolled agent of IRS. When I moved to San Diego, I got interested with a promising career of becoming an Enrolled Agent (EA) of IRS. Although I love writing, I am more fascinated with numbers. Hence, I took the EA examination. It was quite difficult because I had to study and master the information from hundreds of different IRS publications that contains thousands of pages. Yet, I passed the exam in just one take. My tax practice began in October 1987. ... I earned a good reputation within the community and the government sectors. I agree with my family and friends that my business achievement is the most important moment in my life, so far. I enjoy great benefits from this profession and it also enables me to spend quality time with my family and friends. I may not be an employee of IRS, but the ten reasons given on the question 'Why it is rewarding to work with IRS' are agreeable (Internal Revenue Service [IRS], 2007). Among the reasons that fit my experience is that IRS has continuously given me the opportunity to improve my skills. In my two decades as an enrolled agent, I have been to a number of IRS-sponsored seminars to upgrade my knowledge on US Tax Law and improve my expertise. Being an enrolled agent has further developed my sense of responsibility for important work. This career has enabled me to ensure that American nationals are aware of their responsibilities with the State and pay their taxes religiously and honestly. I must admit, this line of business is coupled with a lot of temptations. Some of my friends asked me if I ever gave in to the tempting power of money. Indeed, a number of non-compliant taxpayers would offer a large amount of money just to alter the entry in their tax returns. I had a battle with my personal code of conduct. But the fight with my inner-self quickly vanished as my principle prevailed. In a way, the United States Internal Revenue Service has enriched my values. Among these values are integrity to uphold the highest standards of honesty, reliability and honor; accuracy in ensuring precise and thorough work products; respect for every peoples' cultural difference and ideas; and, professionalism in achieving excellence (IRS, 2007). Somehow, I am glad that my family and

Forum Assignment Example | Topics and Well Written Essays - 250 words - 1

Forum - Assignment Example The reader hears of his experiences and that of other characters in the story directly. He tells the American, â€Å"It will perhaps be odd for you—coming, as you do, from a country that has not fought a war on its own soil in living memory†¦Ã¢â‚¬  (Hamid, 2007). Changez reflects on the world and informs the American of the gravity of the situation at home, as compared to America. Changez is unhappy with his American experiences, and on his visit home, he is visibly depressed. He refers to America as â€Å"†¦ a city not of his birth†, because of its unusual environment. He feels familiar at home and seems happy to see his brother, who ruffles his hair with his hand. In addition, Changez uses similes in his comparison of America and his home country, Pakistan. When his mother and brother question him about New York, America, he says, â€Å"It was odd to speak of that world here, as it would be odd to sing in a mosque† (Hamid, 2007). He highlights the cultural differences between the two regions and does not want to present any story that may seem ‘unusual’. He uses the word unusual to characterize the contrast of the two

Aristotle vs Platonist Essay Example for Free

Aristotle vs Platonist Essay Aristotle and Plato were two men with different theories. Although they had some aspects in common, each had their understandings and meanings. Here I will explain what were their beliefs and how these philosophers interpreted each word with its true value. Also with the information, I will try to undercover the meaning of why people used to say people were born either as a Platonist or as a Aristotelian. Between these two philosophers their were differences of character, temperament, background, and mental attitude. Their philosophic belief on the other hand was similar in words but not in action. Let us see why and what am I referring to (Grube). Also, let us choose if we are a Aristotelian or a Platonist and why they say people were born this or that. Virtue is a word that both used to use in their philosophic belief, but, as I said before, the actions were different. To begin with, Aristotles used to describe this word to a action that they have might not even have had the opportunity to chose themselves when they were young. In the norms, help by teachers, parents, and even the government; the development of proper habits was to be made from each persons childhood. This would eventually lead to a better community and for that, better and educated environment. Not only would an adult with this sense of virtue like this be wise to use courage, friendship, justice and other characteristics developed during childhood in a proper way but that is what is required to be good and act when adults. The help is what makes you better when educated young in childhood (Wiki). As mentioned before, Aristotle has different theories than Plato. He suggests that the forms can be discovered through a examination of the world being natural. Now, Plato believes that forms are farther than what humans can understand, it is way beyond. What Platonist ethics is all about is the Form of the Good. For him, virtue is knowledge. The soul, being divided in three parts, which are spirit, reason, and appetite have their share. Then, we have three virtues which are wisdom, moderation, and courage. What makes all of those be together and united is the virtue of justice. This makes the function be the perfection by each part of the soul is performed. Platonism is identified by the persons soul and describes idea prior to matter unlike Aristotelianism (Wiki). To my conclusion, looking at both Aristotelian and Platonist I agree with Platonist belief. While Aristotelian believes that virtue comes through this world as we see it, Plato goes beyond and knows that it is way beyond the eyes of the humans. I think that each person is up-brought differently and for that I believe that all humans have different point of views. My view is Platonist. I am a person that believes and does not have to see it with my own eyes. I do think its important to be educated from childhood but I believe in second chances. Everyone can change and it does not matter if it will be only when you are an adult. Virtue is something that can be used in all phases o life. That is my conclusion on why I was born as a Platonist and not as a Aritotelian. Work Cited: Aristotelian Ethics. Wikipedia, the Free Encyclopedia. Wikimedia Inc, 2 Nov. 2010. Web. 24 Nov. 2010. . Grube, G. M. A. Platonist and Aristotelian. Pheonix. Classical Association of Canada, 1947. Web. 24 Nov. 2010. . Platonism. Wikipedia, the Free Encyclopedia. Wikimedia Inc. , 12 Nov. 2010. Web. 24 Nov. 2010. .

Different Levels Of Involvement In Social Responsibility Business Essay

Different Levels Of Involvement In Social Responsibility Business Essay A socially responsible business practices are where the corporation adopts and conducts discretionary business practices and investments that support social causes to improve community well-being and protect the environment. Here are three levels of its involvement: Social responsibility is the businesss obligation to pursue long term goals that helps the society. It goes beyond legal and economic requirements and view the business as a moral agent. Social obligation is the businesss obligation to meet its economic and legal responsibilities where it pursues social goals only when they contribute to economic goals. Social responsiveness is the capacity of the firm to conform to changing societal condition, where it tries to satisfy social needs in line with social norms. As might be expected, most initiatives related to socially responsible practices relate to altering internal procedures and policies, such as those related to product offerings, facility design, manufacturing, assembly, and employee support. An initiative can also be reflected in external reporting of consumer and investor information and demonstrated by making provisions for customer access and privacy, and can be taken into consideration when making decisions regarding hiring practices and facility and plant location, common activities include the following: Designing facilities, developing process improvement, select supplier, provide full disclosure, Developing programs to support employees well-being, measuring, tracking and reporting, providing increased access for disabled populations, projecting privacy of consumer information,Kotler.FLee.N (2005). Figure1: corporate social responsibility process. 3.2 The stages progression of an organizations social responsibilities -Promote stockholders interest by looking forward to minimize cost and maximize profit. -Following all laws and regulations and feeling obligation to satisfy other societal needs. -Managers to agree their responsibility to employees and focus on human resource affair and improving condition, to expand responsibilities to other stockholders include faire prices, good quality of product and services, safe product, and good supplier relationship. -Finally managers to feel responsibility to whole society by trying to advance the public good, preserving the environment, promoting social justice, and then support social and cultural activities. 3.3 characteristics of the social responsibility. The social responsibility major consideration is ethical. It focuses on ends. It emphasis is obligations. and Make it decision framework a long term. 3.4 The Greening of Management. The greening of management is the identification of the nearly link between an organizations decisions and activity and its collision on the natural environment, its resulted from highly visible ecological and environmental disaster. The organization go green once it shades of green shows the different approaches that an organization may take in which: Legal approach: it follows the legal obligations. Market approach: organization behave to the customers environmental preference. Stakeholders approach: organizations chooses to respond to multiples demand made by stakeholders. Activist approach: looks for ways to respect and preserve the earth and its natural resources. Terry.J 4.0 Ethics. Ethics is concerned with the study of morality and standards of conduct of reason to clarify specific rules and principles that determine right and wrong for a situation. It can be a code that you follow and live by. 4.1 ethical Leadership. The ethical leadership is the direction and example presented by senior management in terms of what is considered to be acceptable practice within an organization must inform and shape the behaviour of others. It is a leaders role to define the vision and core values of an organization. Fisher.CLovell.A(2009) Focus on the personal qualities, attitudes and mind-sets which managers need to learn and which will in turn drive improvement in business performance. Should become embedded into the education, training and development of managers and staff, and are tool for assessing performance in all business functions. Ibid Figure2: Factors that affect ethical behaviour. 4.2 Ethics Management. The business ethics management is the direct attempt to formally or informally manage ethical issues or problems through specific policies, practices and programmes. There are numerous management activities that could be regarded as aspects of business management, Some of which: Mission or values statement. Codes of ethics. Reporting/advice channels. Risk analysis and management. Ethics managers, officers and committees. Ethics consultant. Ethics education and training. Auditing, accounting and reporting. Crane.A Matten.D (2007) 4.3 Morality in Ethics. Morality is the concerned with the norms, values, and believe enclose in social processes which defines right and wrong for a person or community. Whereas the key practical direction for ethical behaviour tend to be codified in the negotiated agree framework of businesses. Morality is social attitude that distinguish between right and wrong in the human society. Distinguish morality in this way is not making an affirmation about what is objectively right or wrong, but only referring to what is examined right or wrong by people. 4.4 Mission or Values Statements. Mission or values statements are generate statement of corporate aims, beliefs, values. Such statements frequently include social goals of one kind or another and may often specify a commitment to operate in an ethical fashion. Example: the british retailer Mark and Spencer aim to be the most trusted retailer, wherever the trade by demonstrating a clear sense of social responsibility and consistency in their decision making and behaviour. Codes of ethics are explicit outline of what conduct is the desired and expected of employees from an ethical point of view within a certain organization, profession, or industry. Ibid Figure3: purposes of shared values. To develop a shared values managers are in charge for shaping the organization so that its norms, ideas, and values appeal strongly to employees. To create a good corporation of values statement one should: 1.Involve everyone in the company. 2.Allow customizing of the values by individual department. 3.Expect and accept employee resistance. 4.Keep the statement short. 5.Avoid trivial statements. 6.Leaves out religious references. 7.Change it. 8.Live it. A.Farnham(1993)state your values: hold the hot air,fortune,p117-24 5.0 Matalan Matalan is one of the UKs leading clothing and home wares retailers offering prepared fashion and home goods at up to half the similar high street price. 5.1 Matalan social responsible and ethics. As one of the UKs ten largest retailers of clothing, Matalan takes seriously its responsibility to provide its customers with clothing products that have been produced ethically. Whilst decided on ensuring its position as a provider of high quality excellent value products, this must not be at the dignity or expense of individuals with whom they sources. As social and ethical compliance is paramount in their partnership with suppliers and is seen as an obligation to be fulfilled on behalf of their customers. Matalan founded necessary to go beyond a simple customer supplier relationship, and accept the responsibility of improving the working conditions of their supplier workforce in partnership with their suppliers to improve conditions and quality of working life. To achieve that Matalan have invested a lot in recruiting people with many years experience in the industry who are on hand to work closely with suppliers at all levels of people on improving their quality of working practices and conditions. 5.2 Audit policy in Matalan Matalan have an ethical audit policy with their full time auditors, they regularly visit locations where their manufacture is import. They have launch over 650 audits in the past three years. These audits are directed in a good spirit of co-operation with management, supervisors and factory floor employees. Additionally they possess independent auditors with local language skills and they have bring more than 85 Audits in the last three years. This powerful activity has resulted in over 1100 positive curing actions being completed during the audit period. Over this past year a number of unexpected factory visits have been made in order to satisfy their own integrity. . http://www.matalan.co.uk Every article of clothing factory used for Matalan is audited, and must conform to the below: 5.2.1 Government. Every Factory must at the very least abide by local government laws on: Basic minimum wage. Over time. Minimum working age. Hours of work. 5.2.2 Social. All factory owners and Management allow and support: Freedom Of Association. Collective Bargaining. Independent Works Committees. Working to paying a realistic living Wage. Complaints procedure. Ibid Matalan recognizes its responsibility to minimize the promising for causing harm to the environment and struggle to sustain and ameliorate the environment through the careful consideration of design, alternative of materials and operational procedures. Matalan is achieve to complying with all regulatory and legislative requirements in all aspects of the business and will undertake where practicable to ensure that its contractors and suppliers also comply. The company views this as a minimum basic with awe to environmental issues. ibid 6.0 My suggestion to Matalan. An ethical policy should be set up to set standards and give guidelines regarding the way advance Promotions should operate in Ethically. It is useful to hold this set of basis values and approaches to the method of running business on a daily basis. The ethical policies focuses around this key areas: 6.1 Employees. Promotion values of employees as a key resource, a good employee communication, involvement and responsibility both individual and team could be for central importance. Giving an equal opportunity to every employee for personal recognition, regardless of personal background or culture belief, and also provide salary without exploitation. executives must set a best example. honesty and integrity must be first concern, executives must have an open door policy and welcome suggestions and care from employees. This to allow employees to feel comfortable discussing any issues and will bright executives to concerns within the work force. executives must reveal any conflict of interests regard their position. 6.2 Customer. Everyone must play a part in providing efficiency and quality to customers. Set Promotions believes that honesty in dealings with customers is necessary for a sustained and successful business relationship. Personal network, helpful and responsive action are aspects of the service to provide to establish long term relations with our customers. 6.3 Supplier. Promotions should aim to develop relationships with suppliers based on common trust and all dealings should be directed in a professional manner at all times. Also undertake to pay suppliers on time and concur to agreed terms. All supplier relationships should determined against feedback and Quality Counts standards given to suppliers on a time basis. 6.4 Community. Promotions seek to insure agreement with legislation affecting its operations. Matalan will have to look for how to serve and support the community where it functions by providing services profitably and efficiently, and by giving good employment opportunities and work conditions. They should take into account the concerns of the immense community including national and local interests. In particular, Matalan should accept a chosen local charity and essay to augment money outside of business interests for a good act. Matalan might occur some problem if this suggestion is adapt such Resistance of employees to the new norms. Difficulties of employee and customers in getting used to the new style. Conflict between employees and managers due to new rules. Conclusion. Overall, some basic models of social responsibility have been introduced briefly. Hence, a general idea about social responsibility should be achieved and ethically. Moreover, the benefit of utilising social responsibility successfully is clear so that is strongly recommended that Matalan should achieved at least a basic task of managing its social responsibility in order to lead the organization to success.

Native American Cultural Assessment: The Cherokee Essay -- essays rese

The word Cherokee comes from a Creek word "Chelokee" meaning "people of a different speech." In their own language the Cherokee called themselves the Aniyunwiya or "principal people" or the Keetoowah, "people of Kituhwa." The Cherokee are perhaps one of the most interesting of Native American Groups. Their life and culture are closely intertwined with early American settlers and the history of our own nation’s struggle for freedom. In the interest of promoting tolerance and peace, and with regard to the United States government’s handling of Native affairs, their story is one that is painful, stoic, and must not be forgotten. The Cherokee people were a large and powerful tribe. The Cherokees' Macro-Siouan- Iroquoian language and their migration legends demonstrate that the tribe originated to the north of their traditional Southeastern homelands. Linguists believe that the Cherokee migrated from the Great Lakes area to the Southeast over three thousand years ago. The Cherokee language is a branch of the Iroquoian language family, related to Cayuga, Seneca, Onondega, Wyandot-Huron, Tuscarora, Oneida and Mohawk. Original locations of the Cherokee were the southern Appalachian Mountains, including western North and South Carolina, northern Georgia and Alabama, southwest Virginia, and the Cumberland Basin of Tennessee, Kentucky, and northern Alabama. The Cherokee sometimes refer to themselves as Ani-Kituhwagi, "the people of Kituhwa". Kituhwa was the name of an ancient city, located near present Bryson City, NC, which was the center of the Cherokee Nation. Long before Columbus discovered the "New World" or Spanish explorer Hernando de Soto arrived, the Cherokee territory stretched from the Ohio River to the north, and southward into Georgia and Alabama. Their homelands extended over 135,000 square miles. Cherokee villages had populations of about 350 to 600 persons. Before contact with Europeans, families built round, earth-covered homes for the winter. For the warmer summers they built larger, rectangular homes. The rectangular homes had upright poles forming a framework. The outer covering was bark, wood or woven siding coated with earth and clay. The Cherokee were primarily an agricultural people. They relied heavily on corn, beans, and squash, supplemented by hunting and the gathering of wil... ...r near the North Carolina reservation. Cherokee tribal governments have fairly liberal membership standards compared to other tribes. Some population estimates exceed 370,000, which would make the Cherokee the largest Native American group in the United States It is amazing that through European epidemics, attempts to assimilate eradicate and remove, that any Cherokee are left today. Despite all they have endured and lost, Cherokee levels of education and living standard ranks among the highest of all Native American tribes. I am proud to be an American citizen. I am also especially proud that my Mother’s Great-Grandmother, a descendant of Trail of Tears survivors, was Cherokee. BIBLIOGRAPHY Thomas E. Mails, The Cherokee People: The Story of the Cherokees from Earliest Origins to Contemporary Times Merwyn S. Garbarino, Native American Heritage The Eastern Band of the Cherokee Indians http://www.charweb.org/neighbors/na/cherokee.htm James Mooney, History, Myths, and Sacred Formulas of the Cherokees Morris L. Wardell, A Political History of the Cherokee Nation 1838-1907 Collier, Peter. When Shall They Rest? The Cherokees' Long Struggle with America

Company Secretarial Practice

Corporate Secretarial Practice Sample paper Suggested answers Important notice When reading these answers, please note that they are not intended to be viewed as a definitive „model? answer, as in many instances there are several possible answers/approaches to a question. These answers indicate a range of appropriate content that could have been provided in answer to the questions. They may be a different length or format to the answers expected from candidates in the examination. Case study Trymore plc You have just joined Trymore plc („Trymore? , a company listed on the London Stock Exchange, as company secretary. This is the first time that a company secretary has been appointed as a separate role in Trymore, as the position had previously always been held by the finance director. Trymore manufactures and sells luxury jewellery and the business has suffered as a result of an economic downturn. Several issues have arisen with certain stakeholders of the company, includi ng unions, shareholders, auditors and the media. The board of directors is very worried about these problems and has convened a special board meeting to discuss what to do.The chairman believes that some of the issues will require input from the company secretary, as a senior member of the company? s management team. You hold a series of meetings with your senior colleagues to find out more about the problems. The matters set out below are discussed with you. Firstly, you hold a meeting with Ms People, the director of human resources. Ms People provides you with an update on a number of matters, including staffing numbers, future wage proposals and relationships between staff, management and the Employees?Union („the Union? ). She also tells you that the Union is concerned about some of the decisions and actions taken recently by the directors and the effectiveness of the board generally. In particular, the Union: ? ? Has accused several directors of planning to â€Å"help th emselves† to the company? s assets, rather than investing the company? s funds into protecting jobs. Is not convinced that many of the decisions taken by the directors recently have benefited the company, particularly in the short-term.Ms People tells you that the company is keen to preserve good relations with the Union, so it will be important to fully address these issues in any dealing with them.  © ICSA, 2010 Page 1 of 16 Several hundred staff were recently made redundant, mainly at the head office, and many of the remaining staff are fearful that they will lose their jobs. The redundancies have even spread to the company secretarial department, where 25% of the staff have been made redundant as part of cost-cutting measures.This has made the workload of the company secretarial department very heavy. You have already explained to Ms People that your staff have complained that they are finding it very difficult to cope and that you fear more staff will resign unless staf fing numbers increase. Ms People tells you that morale within the company seems particularly low. In order to expand the business, the Union understands that the company has recently acquired several overseas companies which have poor human rights records.Staff in the overseas countries are not part of the Union and are cheaper to employ, and the Union is worried that there will be further job losses among their members as a result. The Union is also concerned with the behaviour of Big Holdings plc („Big Holdings? ), the company? s largest shareholder – Trymore is not a subsidiary of Big Holdings. The Union claims that Big Holdings has excessive influence over Trymore, and that Big Holdings? strategy is very similar to Trymore? s regarding the investment into overseas companies.However, Ms People tells you that this approach is the most effective way to reduce the cost of employment. Your second meeting is with Mrs Gain, the finance director and your predecessor as comp any secretary. She summarises the company? s current financial position to you and outlines the key financial priorities for the rest of the year. She also tells you that she is worried that many of the company? s shareholders will be concerned with the company? s external auditors, following an alleged scandal in the press regarding several senior partners of the audit firm.Many clients of the audit firm have announced that they will no longer use them. The company is keen to preserve its reputation and is monitoring developments on this closely. Mrs Gain shows you a copy of the recently received audit letter which refers to a number of company secretarial issues. These centre on the fact that due to the redundancies, and the resulting disorganisation in the company secretarial department, Trymore? s statutory records have not been kept up-to-date, with minutes not being prepared and some statutory filings missed.She is particularly worried that there may be some consequences if th e requirements for statutory filings have not been fulfilled. Nevertheless, she also tells you that she has to balance the need to control costs in the company with the need to ensure that the company adheres to its statutory requirements, and that she will need some input from you and Ms People to help her decide the best way to address this. Your next meeting is with Mr Spin, the director of corporate communications. Mr Spin tells you that Trymore has received a lot of negative media attention recently.This includes a negative article in a newspaper which suggested that Trymore, along with other companies in its sector, was overcharging its customers. The article also attacked Trymore? s environmental record. Relationships with shareholders have also become strained recently. Due to the business suffering, the press has speculated that the company is due to make a loss for the first time. Several of the large institutional shareholders based in the City of London have told the cha irman that the performance of the company needs to improve.The business will also need to communicate to stakeholders further ways to save on costs and/or raise extra funds. In particular, Trymore has a large number of shareholders with small shareholdings and Mr Spin is keen to address their concerns. Shareholders have complained that the company has not done enough to modernise the services it provides to them. Mr Spin has been monitoring internet chat rooms and sees that several shareholders with small holdings are proposing to set up a shareholder action group which will demand improvements in performance and services.Mr Spin is keen to improve relations with shareholders, particularly during this difficult time.  © ICSA, 2010 Page 2 of 16 Questions 1. A meeting has been planned with the chairman of Trymore and the general director of the Union. The Union is expected to make several allegations and the chairman wishes to be well prepared for the meeting. Required Prepare a bri efing note for the chairman, analysing the following: (a) (i) What are the implications of being a shadow director and what steps in general should be taken to avoid any shadow directorships arising? 6 marks) Why might the Union consider Big Holdings to be a shadow director? Assuming Big Holdings is a shadow director, are there any exemptions which may apply? (4 marks) Assuming Big Holdings is a shadow director, what steps need to be taken by Trymore, particularly if Big Holdings is going to continue its level of involvement with Trymore? (4 marks) (ii) (iii) Suggested answer (i) The implications for shadow directors can be onerous. They are liable as every other director and must comply with the provisions of the Companies Act 2006 (CA 2006). Taking into account Trymore? financial difficulties, in the event of an insolvent liquidation the liquidator may claim that Big Holdings was a shadow director of the company. S214 Insolvency Act 1986 deals with wrongful trading of directors in certain circumstances where directors knew or ought to have known that there was no reasonable prospect of a company avoiding insolvency. If the liquidator is able to successfully apply to the court for a declaration that directors contribute to the company? s assets, this would mean that Big Holdings could be joined with the other directors if there is any claim against the directors as part of insolvency proceedings.Shadow directors are also amongst the class of directors that may be disqualified from being concerned in the management or direction of a company, if a finding is made under the Company Directors Disqualification Act 1986 that their conduct in relation to the company? s affairs makes them unfit to be concerned in the management of a limited company. A court of summary jurisdiction may impose a disqualification order for a maximum of five years, or in the case of superior courts, 15 years. The application to the court will be made by theSecretary of State based on a r eport by the liquidator or the Official Receiver into the conduct of the directors of the company. Some practical steps which can be taken to avoid potential shadow directorships arising are: ? ? ? Professional advisers should have a letter of engagement setting out their terms of reference and expressly stating that they are not to be treated as directors of the company. It is good practice to ensure that third parties are made aware that professional advisors are not acting as directors of the company.For Trymore, this could be done by appropriate disclosure in their Annual Report. It would not be appropriate for a representative of Big Holdings to attend board meetings. Page 3 of 16  © ICSA, 2010 (ii) A shadow director can be described as a person in accordance with whose directions or instructions the directors of the company are accustomed to act. A key question will therefore be whether the board of Trymore is independent or whether it has been acting in accordance with Big Holdings? directions.There are some limited exceptions as to who will not be classed as a shadow director but this is generally restricted to professional advisers as their advice is usually limited to a particular part of the business. If Big Holdings has been advising Trymore in this respect of certain investment strategies only then it may well qualify as an exception. However, this seems unlikely. As a good point of governance and disclosure, if Trymore had been reliant on Big Holdings in a way which appears to be material to the company? s strategy, it may have been appropriate to disclose the relationship, for example, in Trymore? Annual Report. (iii) There is no requirement under the CA 2006 to register a shadow directorship at Companies House (CA 2006, s162) and under the 8th Companies Act 2006 Commencement Order, details of shadow directors should be removed from the register of directors interest of companies in existence of 1 October 2009. However, a shadow directorship i s an undesirable position, particularly for a listed company. If Big Holdings is indeed a shadow director and will continue its level of involvement the most appropriate course of action would be to regularise the position.This would include the following: ? ? Disclosing any interests in contracts and so on. Requesting Big Holdings to formalise documentation which appoints a representative to attend board meetings (ensuring appropriate induction arrangements are made if necessary for the company? s representative). (b) On what grounds might the Union allege that the directors of Trymore have breached their statutory duties? What statutory considerations would the directors have against such allegations? How should the chairman ensure that directors are aware of their statutory duties? (11 marks)Suggested answer There are several statutory duties of directors under the CA 2006. Given the Union? s concerns, the most likely allegations which may be raised are the following: ? Breach of duty to exercise reasonable care, skill and diligence (s174 CA 2006) – The Union may claim that some of the decisions made by the directors have not shown the required level of care, skill and diligence in accordance with S174. This is tested in two ways: an objective test of the general knowledge, skill and experience expected of a director, and also a subjective test of the actual general knowledge, skill and experience held by that director.Directors would, therefore, be required to demonstrate that decisions they have taken have met the standards required by s174. Breach of duty to promote the success of the company (s172 CA 2006) – A director is required to act in a way he or she considers in good faith and shall promote the success of the company for the benefit of its members as a whole. CA 2006 provides a nonexhaustive list of factors which directors should take into account when considering this duty. Directors would, therefore, need to show that they have ta ken one or more of the stipulated factors into account or any other relevant factor. One key consideration here on which the directors may rely is the likely consequences of decisions over the long-term. It may be the case that the impact of decisions are detrimental over the short-term (such as redundancies) but are designed to be of benefit for the long-term. A further consideration is that there may be „competing? factors which the directors need to take into account when considering which particular action or actions will promote the success of the company.  © ICSA, 2010 Page 4 of 16The best way to ensure that the directors are aware of their duties is through a process of induction and ongoing education. The newly appointed company secretary will have a pivotal role in this. As a newly appointed company secretary, through discussion with the chairman, a â€Å"sense check† should be taken as to the directors? awareness of their duties. The Combined Code recommends that the company secretary, in conjunction with the chairman, takes responsibility for ensuring the appropriate induction of a director.Before a director accepts an appointment, the secretary should ensure that he or she is fully aware of their responsibilities, duties and potential liabilities. This includes, in particular, their statutory duties as required by the CA 2006. The company secretary usually decides, in conjunction with the newly appointed director on the best way to deliver the induction, which may take the form of presentations, attendance at seminars or providing guidance books. Following induction, the company secretary should take responsibility for the ongoing briefing and refresher training of directors at appropriate intervals. . You have serious concerns about the issues regarding the statutory registers, statutory filings and auditors: (a) (i) You discover that no action has been taken in respect of the following: ? ? ? The Annual Return date for Trymore was two weeks ago. Your appointment as company secretary was three weeks ago. A shareholder requested minutes of the last Annual General Meeting (which was held two months ago) but no minutes have yet been prepared. Explain if there are any statutory or regulatory implications in respect of the above and any required timescales. 10 marks) (ii) Explain, in a memorandum to the finance director, why it is important for the company to promptly file all required returns with the Registrar of Companies and the implications of failing to do so. (4 marks) (b) The directors would like to know what the liability of the auditors to the company is, in relation to their auditing of the company? s accounts. The directors are concerned that the auditors may seek to limit their liability and wish to know whether it is permitted under company law and what procedures would be involved for this.The directors expect shareholders to be concerned about the alleged scandal regarding the auditors and have aske d you if there are any provisions of the Companies Act 2006 which enable shareholders to take action in this regard. The directors also ask you if there are any disclosure issues which the company would need to take into account regarding the position of the auditor. (11 marks) Required Prepare an appropriate briefing note for the directors in respect of (a) and (b) above. (Total: 25 marks)  © ICSA, 2010 Page 5 of 16Suggested answer (a) (i) ? Statutory filings and registers Annual Return date – The Annual Return must be submitted to Companies House within 28 days of the Annual Return date, together with the associated filing fee. Trymore is not, therefore, overdue and has two weeks to file the return. Appointment of company secretary – Public companies are required by s275 CA 2006 to maintain a register of secretaries and by s276 to notify the Registrar within 14 days upon the occurrence of any change in the particulars contained in the register.It is, therefore, goo d practice to update the register of secretaries without delay and a statutory requirement to notify the Registrar of Companies within 14 days of such an event. Trymore is, therefore, one week overdue. Pursuant to s276, if default is made in complying with this section, an offence is committed by every officer of the company who is in default. Furthermore, as a listed company, there is a regulatory requirement to issue an announcement via a Regulatory Information Service in respect of the appointment.This should have been done, at the latest, without delay following the appointment and is, hence, considerably overdue. AGM minutes – As a core function of the company secretary, it is good practice to prepare minutes promptly following a meeting. Moreover, s355 requires every company to keep minutes of all proceedings of general meetings. If the minutes have not been prepared, it is likely that any resolutions which need to be filed at Companies House have not been filed either. Such resolutions must be filed within 15 days of the meeting and, hence, are overdue.In addition, s358 entitles any member to request (subject to any applicable fee) a copy of the minutes of general meetings and such copies must be provided within 14 days of receiving the request. ? ? The situation must, therefore, be addressed without delay in respect of writing the minutes, sending the minutes to the shareholder and making any necessary filings with the Registrar of Companies. In general, if a company fails to comply with the above requirements, an offence is committed by every officer of the company who is in default. (ii) Filing returns with the Registrar of CompaniesIt is important for the company to promptly file all required returns with the Registrar of Companies for a number of reasons. Firstly, the CA 2006 makes directors of the company liable for failing to file required documents. This could damage the reputation of both the director and the company and, in extreme case s, persistent failures to file could lead to the disqualification of one or more directors. Secondly, part of the assessment of a company by stakeholders (such as credit reference agencies, suppliers and prospective customers) will include a review of documents lodged at Companies House.If it is clear that the company is not adhering to its statutory requirements, this may discourage third parties from doing business with the company. Lastly, a failure by a company to file accounts, annual returns or respond to a communication from Companies House could result in strike-off action by Companies House. The directors would, therefore, be strongly advised to ensure that the company secretarial function is appropriately resourced to ensure that the company is able to comply with its statutory obligations.  © ICSA, 2010 Page 6 of 16 (b) Liabilities of the auditor and shareholder concernsAuditors are required to act honestly and with reasonable care and skill in discharging their duties. An auditor is liable to the company for any loss resulting from negligence or default in the performance of his or her duties. As an auditor? s liability is unlimited, this has led to concerns in recent years that an audit firm could go out of business were it to be found liable in a court. The CA 2006, ss534-538, introduces the possibility that the liability of auditors may be limited. However, this is not a unilateral decision by the auditor and would need to be agreed with the company.Any such attempt to limit liability would be in relation to the specific financial year and would need the approval of the company? s shareholders by ordinary resolution, following approval by the board. The details of the limitation would be set out in a formal liability limitation agreement, which can reduce the extent of liability to no less than such an amount or proportion which is fair and reasonable, taking into account the auditor? s responsibilities and contractual obligations and the prof essional standards expected of them.In respect of likely shareholder concerns, as Trymore is a public company, it is required to propose a resolution at each Annual General Meeting (AGM) in respect of the re-appointment of the auditor. If shareholders are concerned about the suitability of the auditor, the most obvious action would be for shareholders to vote against the resolution. The appointment of the auditor would, therefore, come to an end at the end of their term. CA 2006 s527 also gives shareholders of a quoted company the right to have a statement placed on the company? website ahead of a general meeting at which the accounts are to be considered. However, the statement must only be in relation to the audit of the accounts or any issue surrounding an auditor who has ceased to hold office. In order for the statement to be placed on the company? s website, it must be requisitioned by members representing at least 5% of the total voting rights or by 100 members holding paid up shares on average sum per member of not less than ? 100. As a listed company, the directors should be alert to any likely problems which could damage the company? s reputation and should have a plan to deal with it.The company should, therefore, create a prepared response on the company? s position in relation to the auditors which could be released if required. In addition, the Listing regime requires all circulars to shareholders to carry the necessary information to enable shareholders to make an informed choice if a voting action is required. The notice of AGM must, therefore, have a clear recommendation as to whether the directors support all of the resolutions, including the resolution on the re-appointment of the auditors.  © ICSA, 2010 Page 7 of 16 3. You learn of some new developments with regard to the company? relationship with its shareholders: (a) The directors inform you that press speculation is indeed correct and that, due to a sudden change in trading, the compan y is expected to make a loss for the first time. They ask you what disclosure issues arise, why such issues arise and what actions should be taken. They also ask you to explain the process by which listed companies must disclose information. (12 marks) Mr Spin notes that the company does not send Summary Financial Statements (SFSs) to its shareholders and that this could be one way in which the company modernises its shareholder services.Mr Spin asks you to prepare a note for the board explaining the following: (i) What SFSs are and why companies might wish to send them to shareholders. (4 marks) What statutory process and procedures a company must follow prior to issuing SFSs to shareholders. (3 marks) What key information must, at a minimum, be included in SFSs and how the SFSs should be approved. (6 marks) (b) (ii) (iii) Required Prepare a briefing note for the directors in respect of (a) and a note for the board in respect of (b), above. (Total: 25 marks) Suggested answer (a) Di sclosure issues regarding trading conditionsListed companies must observe various continuing obligations, as set out in Listing Rules and in the Disclosure and Transparency Rules (DTR). Continuing obligations are designed to ensure a fair market, with equal access to information by all parties and help to reinforce the importance of a properly regulated market and thus help to increase investor confidence. A cornerstone of this is the prompt release of material information to the market. Any change in the company? s expected performance which is materially different from the expectation of the market must be promptly disclosed.This includes a profit warning that the company does not expect to achieve the level of profit it had previously achieved in a given financial period. Time is of the essence, as the Financial Services Authority (FSA) are likely to investigate the time period between the directors becoming aware of the expected change in trading expectation and the release of a n announcement about it. Any unwarranted delay in releasing the information is likely to lead to the creation of a false market which is contrary to the Listing Principles and, in extreme cases, could lead to accusations of market abuse.The directors would, therefore, be strongly advised to convene a board meeting without delay and to consult with its advisors on the preparation and the urgent release of an appropriate announcement to the market. The DTRs provide guidance on the release of information to the public. Companies must submit announcements to a Regulatory Information Service (RIS), which is a primary information provider (PIP) service approved by the FSA, to disseminate regulatory information to the market. Information which needs to be notified to a RIS must be given to them before being released  © ICSA, 2010 Page 8 of 16 lsewhere to ensure that no one person or section of the population receives the information ahead of any other. If a RIS is closed and a company ha s information to disclose, the company must distribute it to at least two national newspapers and to two newswire services to ensure that there is adequate coverage. A RIS should also be informed so that it can release the news as soon as the market reopens. The underlying principle in the DTRs is that important information must be released to the market as promptly as possible and, in any event, usually by the end of the following business day.The DTRs further require that once an announcement has been released to a RIS it must also be posted on the company? s internet site by the close of the business day following the day of announcement and must be kept there for at least one year. (b) (i) Summary Financial Statements SFSs are, as the name suggests, a summary version of the full accounts of a company. All companies may choose to issue SFSs to shareholders instead of the full accounts (CA 2006, s426). In addition to sending SFSs in hard copy, SFSs may be made available electronic ally, for example, on a website or sent by email to those who have requested it.This would meet some of the concerns of shareholders that the company has not modernised its services to them. SFSs are a useful tool in promoting effective shareholder relations. SFSs avoid overwhelming private investors with detailed and complex annual accounts. It also saves companies with large shareholder bases substantial costs in printing and posting annual accounts. This is useful as Trymore is looking for ways in which to save costs. (ii) Before a company may send SFSs to its shareholders, it must ascertain the wishes of members regarding the receipt of full accounts.The company must have ascertained that the shareholder does not want to receive the full accounts. This may be accomplished by sending the shareholder a reply-paid card which requests the shareholder to opt-in to receive the full accounts. If the shareholder fails to reply, it is assumed that the shareholder is willing to receive th e SFSs. (iii) ? The SFS to be prepared for the financial year for Trymore must include the following (as stipulated in the CA 2006, ss427-428 and regulations made under those sections): a summary profit and loss account (including earnings per share information); ?A summary balance sheet (statement of financial position). ? A summary directors? report. ? Paid or proposed dividends. ? A report by the auditors. ? A report on directors? remuneration. The SFS must also contain a statement that it is only a summary of the full accounts and that the summary accounts do not contain sufficient information to allow a full understanding of the company. It must also provide shareholders with details of where the full accounts may be obtained (free of charge). In addition, to provide additional comfort for shareholders, the SFS must contain a statement by the company? auditors of their opinion that the SFS is consistent with the full accounts and complies with the CA 2006. As with the full acco unts, for good governance, the SFS must be approved by the board. The SFS is signed on the board? s behalf by a director whose name must be stated on the copies issued to shareholders. In seeking the board? s approval, the board will need to confirm that the SFS is indeed a true summary of the full accounts.  © ICSA, 2010 Page 9 of 16 4. The directors strenuously deny that they are planning to â€Å"help themselves† to the company? s funds.The following transactions are intended to take place between the directors and the company: (a) The company plans to provide loans and credit transactions to two directors. Firstly, Mrs Gain, the finance director, will receive a loan of ? 8,000 for the purposes of buying a new car and separately will receive a loan of ? 18,000 (repayable next year) so she can buy jewellery from the company at market price. Secondly, Mr Sell, the marketing director, will receive a loan of ? 40,000 which he will use to clear personal debts as he was in sev ere financial difficulty. 12 marks) The company also has plans to participate in property transactions with the directors. The company intends to purchase Mrs Gain? s old car for ? 4,000. Mrs Gain has pointed out that the car is registered in her husband? s name, and he is not a director of the company. The company also plans to purchase, for development, a plot of land owned by Mr Sell in exchange for ? 115,000, plus the allotment of 20,000 shares in the company. Each transaction is intended to be at market value. (13 marks) (b)The chairman has asked you to provide advice as to whether each of the above transactions are permitted under the Companies Act 2006 and, if so, what approvals, procedures and disclosures need to be made. The chairman has also asked you if Mr Sell? s financial difficulties raise any issues under statute or the company? s Articles of Association. Required Prepare the responses required in (a) and (b) above. (Total: 25 marks) Suggested answer (a) Loans and cre dit transactions Under the CA 2006, companies may make loans or credit transactions to directors.This is provided there has been prior approval by ordinary resolution of the members. In order for approval to be given in general meeting, there needs to be full disclosure in advance by including the following information in a memorandum: ? ? ? The purpose of the loan or transaction. The amount of the loan or value of the transaction. The liability to which the company may be exposed under the loan or transaction. Where the resolution is to be passed in a general meeting, the memorandum must be available for inspection at the registered office for at least 15 days ending with the date of the meeting.It must also be available for inspection at the place of the general meeting. Shareholder approval is not required where loans or transactions are in respect of small amounts. The relevant exceptions where shareholder approval is not required are: ? ? ? Loans or quasi-loans up to ? 10,000. Up to ? 15,000 for credit transactions under which the director acquires goods from the company on deferred payment terms. To enable a director to meet expenditure incurred for the purpose of the company? s business to enable him to perform his duties.The aggregate amounts outstanding must not exceed ? 50,000. Page 10 of 16  © ICSA, 2010 Taking the above into account, the loan to Mrs Gain does not require approval by shareholders, approval by the board is sufficient. Mrs Gain should declare an interest and should be excluded from the quorum and the voting in respect of the board? s approval of the loan. However, the ? 18,000 loan to Mrs Gain and the loan to Mr Sell require shareholder approval before they can be made. This is because the ? 18,000 loan is a credit transaction above ? 15,000 in exchange for goods by the company and the ? 0,000 loan is above the exemption allowed under the CA 2006. If the directors concerned also hold shares they should refrain from voting in a gener al meeting on any approval as each is a conflicted related party. (b) Property transactions and Mr Sell? s financial difficulties The CA 2006, ss190-196, sets out the provisions in respect of substantial property transactions between a company and a director. The term â€Å"director†, for the purposes of substantial property transactions, includes connected persons to the director and this would include Mrs Gain? husband. Hence, the transaction in respect of the car needs to be considered. Generally, a company may not transfer to a director, or a director to a company, a non-cash asset (for example, property) if its value exceeds 10% of the company? s net assets and is more than ? 5,000, or if the value exceeds ? 100,000, unless approved by the company in general meeting. No shareholder approval is required if the value is less than ? 5,000. Taking the above into account, the purchase of the car is a property transaction as it is with a connected person to the director.Howeve r, as is it for less than ? 5,000, no shareholder approval is required. As with the loan for ? 8,000, board approval is all that is required and Mrs Gain should declare an interest and should be excluded from the quorum and the voting in respect of the transaction. However, the purchase of land does require shareholder approval as the value exceeds ? 100,000. If the director concerned also holds shares, he should refrain from voting in a general meeting on any approval as he is a conflicted related party.It is noted that the company intends to acquire the plot of land for cash and shares. The CA 2006, ss593-597, provides that a public company may not allot shares either fully or partly paid up for a payment other than cash, unless the consideration has been valued by an appointed valuer within the six months prior to the allotment, and a copy of the valuation sent to the proposed allottee. The valuation report must be made by an independent person who would be qualified to be an aud itor of the company. The valuer? s report must state: ? ? ? The nominal value of the shares being allotted for a consideration other than cash. The amount of any premium payable on the shares. The consideration which has been valued and the method used to value it. The amount of the nominal value of the shares and any premium treated as paid up for a consideration other than cash. A copy of the report should be sent to the Registrar of Companies when the return of allotments form SH01 is filed (CA 2006, s597) together with a formal contract for the transfer of the plot of land.As the transaction is with a director and requires shareholder approval, adequate disclosure must be made in the circular sent to shareholders and documents must be made available for inspection in a similar way as for the arrangements for loans, as described above. Mr Sell should also refrain from participating in any board approval on this matter. Questions need to be asked about Mr Sell? s personal financia l position as this may impact his ability to continue to serve as a director.Public company Model Article 22 provides that a director would cease to be a director as soon as a bankruptcy order is made against that person or if a composition is made with that person? s creditors generally in satisfaction of that person? s debts. In addition, if a director becomes bankrupt after appointment, section 11 of the Company Directors Disqualification Act 1986 provides that his position will be resigned unless the courts give permission for him to continue.  © ICSA, 2010 Page 11 of 16 5. You are a Chartered Secretary in private practice. John Smith is a shareholder in Pots plc („Pots? , a company listed on the London Stock Exchange. Mr Smith tells you that he and many other shareholders of Pots, who hold between them 7% of the issued share capital, are unhappy with the way the company is being run and wish to put forward some proposals of their own for consideration. Mr Smith asks you to prepare a report giving your professional advice on the following: (a) How can shareholders of a company: (i) assert their rights by requisitioning a general meeting; and (ii) add a resolution to the agenda of the next Annual General Meeting (AGM) of Pots?Mr Smith would like to know the applicable statutory procedures and timescales, what documents would need to be produced and in what format, any related costs, and what information would be circulated and disclosed. (16 marks) Once the general meeting/AGM has been held, how will Mr Smith and his associates know the result of their proposed resolution? What steps are available to Mr Smith and his associates if they are not satisfied with the way any vote at a general meeting/AGM has been conducted? 9 marks) (b) Required Prepare the report required in (a) and (b) above. (Total: 25 marks) Suggested answer Advice for Mr John Smith – Pots plc I refer to our recent discussion regarding Pots plc and I provide below the informat ion that you requested. (a) (i) Requisition of business at general meetings Requisition of a general meeting Under s303 of the CA 2006, members holding not less than 10% of the paid-up capital may requisition the directors to hold a general meeting.As you and your colleagues only hold 7% of the capital, you do not have sufficient shares to requisition a meeting. You must, therefore, either find further shareholders who are willing to support your requisition (holding at least 3% of the share capital) or you may wish to consider waiting until the next AGM and add a members? resolution at that time (see below). The requisition may be in hard copy or electronic form and must be authenticated by the persons requesting it.On receipt of the requisition, the directors of Pots plc must convene the meeting within 21 days, and the meeting must be held not more than 28 days after the date of the notice of the meeting (CA 2006, s304(1)). The cost of convening the general meeting is met by the c ompany. In practice, if convening a meeting, the directors would circulate the notice to the members with a letter explaining the circumstances in which the meeting was being called and state whether or not they supported the proposals to be considered.This is good practice generally for shareholder relations. Also, it is particularly relevant for listed companies as the Listing Rules require any circular sent to shareholders of a listed company to contain a clear and adequate explanation of its subject matter, including enough information for shareholders to be sufficiently informed when voting or taking other actions. As Pots plc is a listed company, it will be required to issue a regulatory announcement without delay disclosing that shareholders have  © ICSA, 2010 Page 12 of 16 requisitioned a general meeting.This is necessary as the public are potential investors and need to be informed of all material events affecting Pots plc. You should note that the directors of Pots plc c annot simply ignore the requisition. CA 2006 s305 provides that if the directors do not comply with the requisition, the requisitionists, or a group representing more than 50 per cent of the voting rights of all of them, may convene the meeting at any time within three months from the date of deposit of the requisition. As far as possible, the meeting should be convened in the same manner as would be done by the directors.This will also be at the expense of the company. (ii) Adding an item of business to the next AGM In addition to the ability of shareholders to requisition a general meeting, shareholders as owners of a company have the right to add their own items of business to the agenda of a forthcoming AGM. As you and your associates do not hold 10% of the share capital of Pots plc, this may provide an alternative route for you. CA 2006, s338 provides that one or more shareholders holding at least 5% of the fully paid up voting capital may requisition an item of business at the next AGM.Hence, you and your associates hold sufficient shares to take this course of action. However, you will have to wait until the time of the AGM. In respect of timescales, the requisition must be lodged not less than six weeks before the date set for the meeting, but if the meeting is subsequently set for sooner, the requisition is deemed as being validly served. The procedure is to deposit the signed requisition(s) (stating the object(s) or including any supporting statement) at the registered office. This may be in hard copy or electronic form.As with requisitioning a general meeting, the board is likely set out in the notice the circumstances in which the resolution has been added and whether or not they support the proposals. Timing is critical in this matter. In respect of costs, if the request is received before the end of the financial year preceding the meeting, the costs of circulation must be met by the company (CA 2006 s340(1)). If the request is received later, it must be accompanied by an amount to cover the expenses of circulation. If not, the directors are not obliged to circulate details of the resolution or any accompanying statement.CA 2006, s314 allows members to request circulation of a statement of up to 1,000 words which relates to a resolution to be proposed at any general meeting or to other business to be dealt with at the meeting. The number of members required is the same as for requesting a resolution to be put to an AGM. However, the request under this section need only be received one week before the meeting. (b) Voting results of a general meeting All shareholders will be able to find out the result of the resolutions passed at a general meeting.You should note that the Listing Rules provide that the result of any resolutions passed at general meetings must be released via a regulatory information service. In addition, the Combined Code (which is the corporate governance code which applies to listed companies) requires tha t where a resolution has been passed on a show of hands, the chairman of the meeting should inform the meeting of the proxy votes lodged, even if a poll vote has not been called and that the proxy votes lodged should be published on the company? s website.Shareholders have the right to ensure that any poll vote taken at a general meeting has been conducted appropriately. CA 2006, ss342-351 has provisions to allow shareholders to require an independent report on a poll vote taken at any general meeting. Members holding 5% of the voting rights may require the report, so the shares held by you and your associates will be sufficient to make this demand. The requisition must be received by the company no later than one week after the poll has been held. On receiving such a request, the directors have to appoint an independent assessor within one week.The assessor? s report must state whether, in his opinion: ?  © ICSA, 2010 The procedures for the poll were adequate. Page 13 of 16 ? ? ? The votes cast were fairly and accurately counted and recorded. The validity of proxy appointments was fairly assessed. The company complied with legal requirements regarding the appointment of proxies. Again, open disclosure is key and all shareholders will be able to find out the result of the independent assessor? s report. Under s351 CA 2006, the company must publish on its website the fact that an independent assessor has been appointed and who the assessor is.Once the report is produced, this must also be put on the website. 6. You are the board secretary to Westshire University („the university? ). Dr Smart informs you that the science department has produced an invention which has the potential to earn revenue for the university. You note that it is against University policy to operate public limited companies. Professor Witty has told you that an old student of the school has made a large donation and wishes this to be used for charitable purposes or to benefit the l ocal area through community enterprises.Both Dr Smart and Professor Witty are keen for these ideas to be carried out by companies which are separate entities from the university but they wish the university to retain some control. (a) Prepare a report for the next board meeting of the university, setting out the steps, procedures, documentation and other matters to consider which are required to incorporate a company. Professor Witty and Dr Smart? s considerations, as set out above, should be taken into account. 15 marks) Prepare a report for the next board meeting, setting out the reasons why both a company limited by guarantee or a community interest company may be suitable for Dr Smart and Professor Witty? s proposal. The report should include any additional relevant information on the formation, purpose, liability or winding up of each type of company and any board approvals which may be appropriate. (10 marks) (b) Required Prepare the responses required in (a) and (b) above. (T otal: 25 marks) Suggested answer Westshire University To: From: Re: The board The secretary Formation of new companiesI refer to the recent discussions with Dr Smart and Professor Witty and, as promised, I provide further advice below on the discussions. (a) Process for incorporating a company The CA 2006 provides the process by which a company may be formed. This will allow the ventures proposed by Dr Smart and Professor Witty to form a separate entity to that of the University. As such, it will also have its own obligations, for example, disclosure obligations and a requirement to comply with all applicable statutes.  © ICSA, 2010 Page 14 of 16In order to form a new company, there must be at least one person or company which agrees to its formation. This is known as the subscriber who agrees to take at least one share in the company or, for a company limited by guarantee, acts as the guarantor. For governance purposes, the board should, therefore, resolve that the new companies be formed. All companies are required to have a set of Articles of Association, which are rules to govern the internal affairs of the company. It is usual to adopt the Model Articles, which are default Articles which apply to the running of most companies.To the extent that these are suitable, we can make any specified modifications. Again, for good governance, the board should approve the Articles. Each company needs a unique name which is appropriate for the business. This can be done by checking the proposed name of the companies against the index of company names held by the Registrar of Companies. Any proposed company name which is the same as, or „too like? , the name of any existing company, or otherwise objectionable (see below), will be rejected by the Registrar of Companies. In addition, there are also some â€Å"sensitive† ords which, if included in a name, require approval to be obtained in advance before we are able to use it and this should be factored int o the timescale for forming the company. There are a number of forms which must be completed in order to complete the company formation. Completing these forms will also assist in determining what other steps and actions are required as part of the formation. Form IN01 is the main incorporation document required. It contains all the details to enable the incorporation of a company. Key considerations for the board to approve include the following: ?What will be the address of the registered office and respective jurisdiction (for example, England and Wales)? The registered office address must be within the respective jurisdiction. Who will be the first director(s) and secretary(ies)? The board will need to consider the most appropriate person given the required responsibilities of the directors. In addition, for good governance and to retain some control, the board may wish to appoint someone from the University to ensure good governance and a reporting line into the University. A c ompany secretary is not required.However, this may well be useful to ensure that statutory compliance is being fully observed. The board will need to decide to what extent the company will be capitalised and who will own the shares, if it is limited by shares. For example, the company could be a subsidiary of the University in order to retain some control of the company. The details of the initial shareholders must be disclosed as part of the formation process. Form IN01 contains a Memorandum of Association, which is the request by one or more person to form a company.Every subscriber to the Memorandum of Association must sign a statement of compliance which is contained within the form. The statement confirms that the subscriber has complied with the requirements of the CA 2006 in respect of registration. ? ? ? The registration documents must be accompanied by the applicable registration fee. If all is in order, the Registrar of Companies will issue a certificate of incorporation. This is effectively the „birth certificate? of a company. Details of the company are disclosed and made available to the public via the Registrar of Companies? website. b) Companies limited by guarantee and Community Interest Companies (CICs) In a company limited by guarantee, the liability of the members is limited to the amount that they undertake to contribute to the assets of the company if it is wound up. Companies limited by  © ICSA, 2010 Page 15 of 16 guarantee are usually low risk entities such as charitable or not-for-profit organisations and would, therefore, be appropriate for the separate entity required to administer donations from former students. In a company limited by guarantee, members are not required to provide funds on becoming a member.However, upon incorporation, it will be required to submit a statement of guarantee that it is to be limited by guarantee. The statement must contain such information as required so that the subscribers to the Memorandum of Association can be identified (CA 2006, s11). It must also state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute the specified amount towards the debts and liabilities of the company.The liability of the members in the event of insolvent liquidation is limited to the guarantee, usually fixed at some low nominal value, such as ? 1 per member. As there is little commercial risk to the business, a company limited by guarantee would, therefore, be an appropriate vehicle for the University. The Companies (Audit, Investigations and Community Enterprise) Act 2004 introduced the Community Interest Company (CIC). The purpose of a CIC is to encourage the provision of products and services which benefit the social and environmental regeneration of wide sections of local communities.Any profits generated from CICs must, therefore, be used for the public good. Companies wishing to qualify for CIC status are required to satisfy the community interest test that „a reasonable person might consider that its activities are being carried on for the benefit of the community?. The expectation is that the CIC will help to meet the need for a transparent, flexible model, clearly defined and easily recognised. The surplus assets of a CIC on transfer or winding up must be applied only to similar organisations or for charitable purposes. A CIC may be incorporated as a company limited by shares or limited by guarantee.In addition to the usual incorporation documents, directors are required to sign a statement which confirms that the CIC will only be used for public good purposes. Given that there will be some risk in forming any company, for good governance and to show acknowledgement of a required decision, the board should pass a formal resolution to approve the incorporation of either a company limited by guarantee of a CIC. The scenarios included here are entirely fictio nal. Any resemblance of the information in the scenarios to real persons or organisations, actual or perceived, is purely coincidental.  © ICSA, 2010 Page 16 of 16