...meeting conducted by the board of directors of Juices Ltd in December 2010 revealed a new proposal for Juices Ltd to acquire the juice container manufacturing business owner by Fruit juice containers Pty Ltd, $48 million being the settlement price. The proposal was duly considered important as Juices Ltd operated an apple and pear juice producing business and owned ore hands around Australia and the juice container manufacturing business can provide Juice Ltd’s juice containers to the customer who already falls under Juice Ltd’s target market. In order to broaden the domain of its business the proposal was put forward by Chen who is a non executive director of the company though all the board members were suppose to be present in the board meeting else one of the non executive director could non- attend the meeting as on the same day and time she met with an accident and broke her arms and unable to receive treatment from the emergency department of the local hospital. The company managing director Uma was authorized the chairman Jack to acquisition within 10 minutes. Though the company’s chief financial officers Isaacs financial report was presented on the impact of the acquisition but unfortunately he was forbidden to participate in the board meeting and gain or deliver any views in regards to the business proposals. Though it was decided in the meeting to approve the acquisition and signing up of the contract by Uma to look took over the business on behalf of Juice’s lacking was...
Words: 3710 - Pages: 15
...Business Law & Bankruptcy Assignment #3 Joan sits on the board of ManBank, a large publicly held bank located in New York City. Her friend Bob asks her for a loan of $300 million to start a new airline. Joan researches Bob’s background and discovers that Bob worked as an assistant regional manager for a Midwest airline for 12 years, and during Bob’s tenure there, his region increased sales by 28%. Based on this information and on her friendship with Bob, Joan recommends Bob for the loan, and the board accepts her recommendation. Bob’s airline falls into bankruptcy, Bob defaults on the loan, and the bank is only able to recover $150 million. The shareholders bring a derivative lawsuit against Joan for breach of her fiduciary duty of care. They claim that her research into Bob was deficient, and based on Bob’s background and the state of the airline industry Joan should have known that the venture was not likely to succeed. Is Joan’s conduct protected by the business judgment rule, and is the derivative action against Joan likely to succeed? InBayer v. Bayer, 49 N.Y.S.2d 2 (N.Y. 1944), Doctors Camille and Henri Dreyfus conceived chemical processes and inventions, and organized a successful and profitable corporation, Celanese Corporation of America, to market these original discoveries. Doctor Camille Dreyfus served on the board of directors as its president and Doctor Henri Dreyfus as it vice president. Stockholders brought a derivative law suit charging Doctors Camille...
Words: 2199 - Pages: 9
...Assignment: Analyze Board of Directors NUR ANISAH AFIQAH BTE ABDUL AZIZ #2401198 |Board of Directors | | |Executive Chairman |Mr Lim Hock Eng | |Chief Executive Officer |Mr Lim Hock Chee | |Managing Director |Mr Lim Hock Leng | |Executive Director |Mr Tan Ling San | |Lead Independent Director |Mr Goh Yeow Tin | |Independent Director |Mr Jong Voon Hoo | |Independent Director |Mr Francis Lee Fook Wah | |Non-Executive Director |Mr Lee Teck Leng, Robson | [pic] Sheng Siong Group Limited Board of Directors [pic] |Background |Employed in family’s hog rearing business ...
Words: 758 - Pages: 4
...[Translation] August 18, 2015 For Immediate Release Company name: Representative: Securities code: Contact: Toshiba Corporation 1-1-1 Shibaura, Minato-ku, Tokyo, Japan Masashi Muromachi, President & CEO 6502 (TSE and NSE) Naoto Hasegawa, General Manager, Public Relations & Investor Relations Office Tel: +81-3-3457-2100 Notice on Toshiba’s New Management Team and Measures to Reform of Governance Structure, and Outline of Correction of Past Financial Statements and Financial Forecast Toshiba Corporation (the “Company”), has taken the causal analysis and recommendations on prevention of recurrence contained in the report of the Independent Investigation Committee very seriously, and established a Management Revitalization Committee to intensively discuss a new management team and reform of corporate governance, the members of which Committee include the Company’s four Outside Directors, a certified public accountant and an attorney-at-law, plus independent observers. Today, the Company hereby announces that candidates for the new Board of Directors have been decided, as in Attachment 1, and also announces an outline of the measures for reform of governance structure that have been discussed by the Management Revitalization Committee up to today. The Company is currently taking necessary procedures to correct and restate past financial results, and to finalize financial results for fiscal 2014, following the Company’s receipt and subsequent close...
Words: 5937 - Pages: 24
...Resignation to take up a corporate opportunity Singapore law states that the court held a director breached of his duty by taking up the opportunity if he resigns from a company to take up a corporate opportunity without the company’s permission where (i) the resignation was prompted or influenced by a desire to acquire the opportunity sought by the company or (ii) it was the director’s position with the company rather than a new initiative that led the director to the opportunity which the director later acquired. Intention for resignation A director will be held in breach of duty if his main intention of resignation is to take up the opportunity. Based on the facts, Umunna resigned due to his dissatisfaction with IEF. Hence, U was held not in breach of his fiduciary duty. This aligned with Singapore law as seen from Personal Automation Mart [PAM] v Tan Swe Sang where Tan resigns to take advantage of the contract sought by PAM and the court held that Tan had breached her fiduciary duties. Definition of corporate opportunity and source of information Singapore law defines a corporate opportunity as a business opportunity which the company is considering or one which the company might reasonably be expected to be interested, given its current line of business. In PMA, it clearly shows that it was through Tan’s directorship where she had great involvement with a mature business opportunity in PMA that led her to acquire the contract thus, held her for breach of duty...
Words: 1718 - Pages: 7
...of care and diligence as a director One of the issues raised in the case study is whether Rachael has breached her duties as a director under the common law or statutory duties. Statutory duties are enforced by ROC while common law duties are enforced by the company according to its Memorandum of Association (MOA) and Article of Association (AA) (Mohd Sulaiman & Bidin, 2008). Common law duties are owned by the directors and they must act in the best interest of the company and will be liable for any breach of duties obligated by the MOA and AA. A breach of the common law duty of care will usually result in the payment of compensation or damages to the company. On the other hand, director’s statutory duties are mentioned in Section 132(1A) of the Companies Act. Under Section 132(1A), a director of a company shall exercise reasonable care, skill and diligence with the knowledge, skill and experience which may reasonably be expected of a director having the same responsibilities and any additional knowledge, skill and experience which the director in fact has. Section 132(1A) was further elaborated into four categories of duties. The first category is that the director must exercise reasonable care (Mohd Sulaiman & Bidin, 2008). Under this provision a director is required to take reasonable steps to acquaint themselves with information concerning the company’s financial status and business. Referring to the case of Lim Weng Kee v PP, the managing director of three pawnshops was charged...
Words: 1440 - Pages: 6
...Mohamed, to continue the trades of wholesaling. In 1957, he opened his first shop which was a small wooden shop named Syarikat Mydin Mohamed in Jalan Tok Hakim, Kota Bharu, Kelantan by selling toys and also general merchandise with his own hard –earned money. With the help of his immediate sons, the business spreads its operations to Kuala Terengganu in 1979 and later made their presences in Klang Valley at Jalan Masjid India in 1989. From then on Mydin has grown steadily at a commendable pace. With its vision to be the world’s leading distributor of competitive Halal goods and services in Malaysia, it is known as MYDIN MOHAMED HOLDINGS BHD. As of May 2012, there are 94 outlets nationwide which include seven hypermarkets, 18 emporiums, three bazaars, 52 mini – marts that operate as My Mydin, nine convenience stores that operates as My Mart and six franchise outlets operating as Mydin Mart. MYDIN VISION Mydin is the world’s leading distributor of competitive “Halal” goods and services. MYDIN MISSION We aim to be the leading wholesale and retail company by providing the best value, wide assortment of goods and continuous excellence based on our business formula. MYDIN SLOGAN “WHY PAY MORE, BUT AT WHOLESALE PRICES” RANGE OF PRODUCTS *Grocery - food and health & beauty *Fresh - ready to eat and produce (meat & poultry; seafood, fruits & vege; and chilled & frozen) *Hardline...
Words: 1920 - Pages: 8
...Business Proposal Brenda McDonald BUS 340 Instructor: Ellie Parvin February 9, 2015 Business Proposal EXECUTIVE SUMMARY This business proposal will provide a solution to the current salary restraints for the Director of Sales and Marketing within the organization in a way that will help to increase sales revenue potentials for the property, while providing salary incentives for the director. The Economical Impact on the Properties The economical impact of Palmer-Gosnell Management, Inc.’s hotel background has not been at the expected levels since 2008. With the decline in travel from the leisure market (families and vacation type travel), it is important that Palmer-Gosnell Management retain a dedicated sales effort in order to remain competitive in the hotel market. The things to consider are the increasing costs to operate the hotel, the decreasing marketing budget allowances, and the slow travel markets that are over saturated with hotel rooms. Having a dedicated sales director who is responsible for driving revenues in order for the property to continue to operate and provide a return-on-investment to the stockholders is very important to the company. Provide revenue gains by changing the current salary structure. The sales director that is responsible would need some motivation to keep the hotel in good standings. Let’s start with; the amount of work load that is expected of the sales manager and the type of goals that must be achieved should be evaluated...
Words: 2138 - Pages: 9
...Introduction: This essay is consisted of Part A and Part B, includes three tasks in total. In Part A it will discuss the feature of a fiduciary relationship and disclosure some duties owned by company directors, such as the duty to act in good faith in the best interests of the company, the duty to avoid conflicts of the interest, the consequences of breaching a duty by directors and some defences for the company’s director. After that, in Part B the article will talk about some issues arise from the duties owned by partners in a partnership. In the following parts this essay will discuss and analyse all the issues above in details. Part A: task 1: According to the fact situation, Simone is a managing director of the Youth Unlimited Pty. Ltd which is a profitable company carry on selling anti-aging products for business. The company is a proprietary company limited by shares and the managing director is also known as a chief executive officer (CEO) of the company. Also, it can be seen in this way, Youth Unlimited gives Simone a particular opportunity to in charge of the day-to-day management of the company, to exercise the power or discretion to the damage of that person, who is accordingly vulnerable to abuse by Simone of her position — the fiduciary relationship. However, CEO of the company will also be in a fiduciary relationship. As a result, Simone can be regarded as fiduciary. The critical feature of a fiduciary relationship is that the fiduciary on behalf of another...
Words: 2378 - Pages: 10
...Caltex / 2014 Annual REPORT Corporate Governance Statement The Board is committed to conducting the business and operations of Caltex Australia Limited and its group companies (Caltex) in accordance with high standards of corporate governance, and in the best interests of our shareholders. The Corporate Governance Statement provides information about the Caltex Group’s corporate governance practices for 2014, including compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations for the year ended 31 December 2014 and as at the date of this Annual Report. A graphical representation of Caltex’s Corporate Governance Framework (CG Framework) is set out below. Delegation MD & CEO Board Independent Advice • Independent legal or other professional advice Audit Committee • Audit Committee Charter OHS & Environmental Risk Committee • OHS & Environmental Risk Charter Oversight through reporting • External auditors External Auditor Policy • Internal Audit • Board Charter • Board Tenure Policy • Board Composition, Appointment, Induction & Election • Charter of Director Independence • Delegation of Authority • Performance Evaluation Process • Policy for Transactions with Chevron • Risk Management Summary • Continuous Disclosure Policy • Securities Trading Policy • Shareholder Communications Policy • Code of Conduct • Diversity and Inclusion Policy Human Resources Committee • Human Resources...
Words: 6973 - Pages: 28
...NORDSTROM, INC. CODE OF BUSINESS CONDUCT AND ETHICS FOR THE MEMBERS OF THE BOARD OF DIRECTORS (Approved by the Board of Directors on November 17, 2010) At Nordstrom, great value is placed on providing exceptional service. Nordstrom is proud of its reputation for integrity and honesty and is committed to these core values. Enhancing and maintaining Nordstrom’s reputation depends on adhering to the highest standards of conduct in all business endeavors. Nordstrom Directors have a responsibility to lead by example, acting truthfully and with sincerity, fairness and integrity in all decisions. The following section contains simple reminders to use good judgment in all situations. No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as guiding principles for Directors. Directors are encouraged to bring questions about particular circumstances that relate to one or more of the provisions of this Code to the attention of the Chairman of the Board of Directors or the Chair of the Corporate Governance and Nominating Committee. Directors who serve as officers of Nordstrom must also comply with Nordstrom’s Code of Business Conduct and Ethics applicable to employees. Conflict of Interest Nordstrom values fair and honest dealings with our customers, coworkers, suppliers, competitors and other business partners. We expect Directors to uphold these values by avoiding conflicts of interest. A conflict of interest occurs...
Words: 1078 - Pages: 5
...finance, accounting and management with other leading edge techniques necessary for managing a successful business. The fact that organizations are made of people the management structure must accomplish its objectives by working through the people. Since the director’s of companies cannot execute their company’s strategies on their own, they have to rely on people and thus create an organization structure that allows decentralization of management responsibilities. According to Hoskin & Macve (1990, pg. 17), management invented modern business. Early forms of management accounting integrated both decision-making and analysis, going beyond financial and operational performance data. Chandler stated that before managerial, there was no equivalent of the modem multi-unit organization as there was nothing remotely like the divisional Wed corporation (Chandler 1977, pg.18). Chandler states that the managerial revolution invents something new which it is frequently misunderstood as the "modern business enterprise". This did nothing less than overturn the old economic world which is a world within which he tells much basic economic theory is still distressingly rooted. The new form of management was accelerated by industrial revolutions in the 19th century. After the 20th century the impending requirements by financial accounting in most organizations developed new pressures placed on the capital markets, creditors and taxation (Schaltegger et al 2006, pg. 72). Decentralization...
Words: 1787 - Pages: 8
...History The Star is an English-language, tabloid-format newspaper in Malaysia. It is the second largest English newspaper in terms of circulation in Malaysia, according to the Audit Bureau of Circulations. It has a daily circulation of between 290,000 to 300,000. The Star is also published online for free. The Star Online sits among the most popular news sites in Malaysia. The Star is a member of the Asia News Network. The Star is majority-owned by the Malaysian Chinese Association the third-largest party in the ruling Barisan Nasional alliance. Its major competitors are the New Straits Times and The Sun, both tabloids. The daily newspaper was first published on 9 September 1971 as a regional newspaper based in Penang. The STAR went into national circulation on 3 January 1976 when it set up its new office in Kuala Lumpur. In 1978, the newspaper headquarters was relocated to Kuala Lumpur. The Star continues to expand its wings over the years. In 1981, it moved its headquarters from Kuala Lumpur to Petaling Jaya which is also its current premise to accommodate a growing number of staff and technology devices. The Star (daily) and Sunday Star are published in five editions – two editions which cover the northern peninsular states of Penang, Kedah, Perlis, Kelantan and northern Perak, while another two editions cover the rest of the country. As of March 2010, the newspaper has a separate Sarawak edition priced at RM1.20. There are two main printing plants that publish...
Words: 3179 - Pages: 13
...Atlanta, Boston, Detroit, London-Heathrow, Los Angeles, Minneapolis-St. Paul, New York-LaGuardia, New York-JFK, Paris-Charles de Gaulle, Salt Lake City, Seattle and Tokyo-Narita. Each of these operations includes flights that gather and distribute traffic from markets in the geographic region surrounding the hub or gateway to domestic and international cities, and other hubs or gateways. The Company also offers cargo services, aircraft maintenance, repair and overhaul (MRO), staffing services for third parties, vacation wholesale operations and private jet operations. In addition to providing maintenance and engineering support for fleet of over 900 aircraft, its MRO operation, known as Delta TechOps, serves aviation and airline users around the world. Its Delta Global Services provides services to third parties, including staffing services, aviation solutions, professional security and training services. The Company's tickets are sold through various distribution channels including digital channels such as delta.com and mobile, telephone reservations and online travel agencies. The Company has operations in six continents. Delta Air Lines serves nearly 180 million customers each year. In 2016, Delta was named to Fortune’s top 50 Most Admired Companies in addition to being named the most admired airline for the fifth time in six years. Additionally, Delta has ranked No.1 in the Business Travel News Annual Airline survey for...
Words: 1491 - Pages: 6
...including the relationship between a director and a company, the relationship between the promoters and the corporation and the relationship between business partners. In each relationship, what kinds of the fiduciary duties should be performed is elaborated in details. The aim of the project is to help the readers to understand what “fiduciary obligations” actually means in Australian law. Fiduciary Duty of Directors According to the general law and the Corporations Act ss181 -184, as fiduciaries, the directors must have the fairness, loyalty and good faith when they implement the discretions and powers entitled to them. They cannot use their position of trust to benefit themselves at the expenses of the business without the company’s consent and full knowledge. In other words, we can say since the directors are acting on behalf of their company, they owe the duties of loyalty and good faith due to the fiduciary relationship with the companies. In addition, refer to the Corporation Act ss180, and the case of Percival v Wright 1902, the directors owed duties to the company but not shareholders individually. On the other hand, in depth, the fiduciary obligations of the directors can be divided into four aspects: 1. Directors have the duty to act in good faith for the interests of the company This duty arises from the general law- especially from principles of fiduciary law and ss181 and 184 of the Corporations Act. Under this duty, the directors should practice their bona fide...
Words: 2683 - Pages: 11
