...duty and his interest may conflict” - fiduciary duties stem from equitable principles developed through case law act in good faith in the best interest of the company exercise their powers for proper purposes retain their discretionary powers avoid undisclosed conflicts of interest Also owe a duty of care * Fiduciary duties overlap with Corporations law Fiduciary duties are supplemented by statutory duties, * S 182 and 183, directors’ fiduciary duties to avoid undisclosed conflicts between their personal interests and the interests of their company – improper use of position and improper use of information * S 180(1) owe a duty at common law to exercise reasonable care, skill and diligence – business decisions, gaining knowledge of the business and financial position, making inquiries where necessary and relying on others * S 588G imposes a statutory duty on directors to prevent their company incurring debts when there are reasonable grounds to suspect that it is insolvent * Duties in s 180-184 imposed on directors and officers of a corporation * Employees – s 182 improper use of position and s 183 information * ASIC v Adler: Adler participated in making decisions that affected the whole or...
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...Directors of a company normally have exclusive power to manage the company’s business and exercise its powers. At common law, the duties were owed to the company, to employees, to individual shareholders and creditors. 1.0 Duties of Directors to the company It is convenient to categorise the duties of directors into fiduciary duties which arise because they are quasi-trustees of the assets of the company. The word ‘fiduciary’ refers to trust and confidence. ‘A fiduciary is someone who has undertaken to act for or on behalf of another in a particular matter in circumstances which give rise to a relationship of trust and confidence’(Bristol and West Building Society v Mothew [1998] Ch1 per Millet LJ at p.18). Fiduciary duties of the directors of a company considered are imposed on them by equity for the protection of the persons for whom they act. Directors’ fiduciary duties are mandatory element of company law; they are imposed by the courts all directors of all companies. A director of a company holds an office not an employment, and is on duty all the time while holding the office: there are no off-duty hours when the director is free from his or her fiduciary duties (Gwembe Valley Development Co. Ltd v Koshy [1998] 2 BCLC 613) Some people argue that that is inappropriate to apply the concept of a fiduciary, which is derived from the concept of trustee, to company directors. Trustees are supposed to be prudent, risk-averse people whose priority is to preserve the capital value...
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...School athletic director. In preparation, I have obtained an internship with Brian Thomas at Northern Guildford High School. During my internship I am going to shadow Brian to see exactly what being an athletic director entails. Also, I am going to ask him questions about his journey in becoming an athletic director. My goal during my internship is to first, see what Brian does day by day, as I believe there is not a typical day for an athletic director. From what I understand, athletic directors do something different every day, whether it's budgeting, fundraising, planning home games and away games or prepping fields. Next, I plan to see where Brian started his career. I understand it's difficult to become an athletic director right out of college. It will be beneficial to see where he started and what kind of experience he obtained. Through my research, I have found, some athletic directors need a master’s degree. In addition, I am anxious to see how he budgets the allowances for things like team uniforms without favoring one team over another. Lastly, I hope to get enough insight and experience of what being an athletic director fully entails, to my decision of pursuing a career in this field. I am very excited to start my internship and I am ready to adapt to the change of working and no just going to school. I am going to take in, and learn as much as I can when working with Brian. I am eager to finish school and start my career, whether as an athletic director or not, but...
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...Memorandum To: Board of Directors From: Date: 3/1/15 Re: Corporate Culture Purpose Due to recent issues involving your last CEO I recommend you evaluate and clearly define the role of the board of directors as well as the roll of the CEO. The role of the board is to ensure that your organization is accomplishing its mission by developing policies that guide the operation of organization and by monitoring the finances of the organization. Role and Authority of Board Member and/or Board Officer The Board needs to be focused on governance of the organization, which is accomplished through policies. Responsibilities of a Board Member • SELECT THE EXECUTIVE DIRECTOR • Support the Executive and review his or her performance • Ensure effective organizational planning • Track progress toward meeting the results defined by the strategic plan • Provide for the availability of adequate resources • Oversee the effective management of resources Code of Conduct Chief Executive officers and Managing Directors should be responsible for setting the tone for ethical conduct for the company and ethical conduct should be made known to all employees. Recommendations: • Top management needs to consistently set the tone as they will be held accountable when something goes wrong, all employee’s need to know their responsibilities and to be ethical in their conduct. • Communicate, communicate, and communicate. Communication is key and discussions are...
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...The Directors Daughter Browne and Keeley’s Method What is the issue? The Issue in this case study is that the MMI’s purchasing manager Zoe Apse is unsure of what recommendation she should make between two suppliers (Tabitha's Tablecloths or Loretta’s Linens) due to the CEO’s interest in Tabitha’s Tablecloths. What are the reasons? Tabitha Tablecloths is a new company and is owned by the daughter of a member Clark Foster who is sitting on the board of directors. Loretta’s Lines is the current supplier and is well suited to handle the MMI’s large order. Andrew Manning (CEO of MMI) was elected with the help of Clark Foster. So instead of just referring Tabitha the purchasing manager, he showed a special interest in Tabitha’s Table cloths. What are the value assumptions and descriptive assumptions? Value Assumptions * The assumption that Tabitha cannot handle the company’s order. Descriptive assumption * MMI must have a supplier for linens no matter who they choose business will continue as usual. What significant information has been omitted? In this situation there are a few details that are indeed omitted. Whether or not there are any other vendors to be considered for a better business decision. The case study doesn’t specify if the purchasing manager has the final say as to what company gets MMI’s contract. Since both companies have similar pricing, is the only determining factor how long the company has been in business? We also do not know...
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...CORPORATION CODE OF THE PHILIPPINES [Batas Pambansa Blg. 68] TITLE III BOARD OF DIRECTORS/TRUSTEES/OFFICERS Sec. 23. The board of directors or trustees. Sec. 24. Election of directors or trustees. - At all elections of directors or trustees, there must be present, either in person or by representative authorized to act by written proxy, the owners of a majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote. The election must be by ballot if requested by any voting stockholder or member. In stock corporations, every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stock standing, at the time fixed in the by-laws, in his own name on the stock books of the corporation, or where the by-laws are silent, at the time of the election; and said stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit: Provided, That the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the corporation multiplied by the whole number of directors to be elected: Provided, however, That no delinquent stock shall be voted. Unless otherwise...
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...corporations act through people. Such people are referred to as directors and manage the activities of a corporation. In Lennard’s Carrying Co. v. Asiatic Petroleum Co. Ltd, the court observed that directors are the directing mind and will of the company. Accordingly, directors of a company act for and behalf of the company, and as such owe several duties to the company. These duties are at common law and also statutorily provided for. In the U.S., there is no single statute codifying these duties, and as such states are given the latitude to legislate on the issue (Clarke, 2007). Majority of other commonwealth contries however have a codified statute dealing with such issues. From a general perspective and subject to state law, director’s duties at common law apply to all states. It is imperative to note that these duties are owed to the company and not to the owners or shareholders. In Percival v. Wright, the court held that directors are not agents of the shareholders, but rather agents of the company as a whole. Importantly also, these duties also bind any person lawfully authorized by the directors, to act on behalf of their behalf. At common law, the duties of directors fall into two categories: the duty of care and skill in the conduct of the affairs of the company; and fiduciary duties of good faith and loyalty. In establishing the level of care and skill, the court in Re D’Jan of London Ltd. stated that a director only has to exercise the degree of care and skill reasonably...
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...Art Director Research Part A: 1. What education is needed for this career? (Explain type of education, where one can get it and how long it would take.) To become an art director, you need to get at least a bachelor’s degree in art or some sort of a design subject. Entry level into this profession would be as a Junior Art Director with advancement possible after experience is gained. Necessary education could be obtained at an Art School such as The Art Institute which has 50 locations in North America which would leave you many possibilities of where to obtain your education. 2. What training is needed for this career? (Explain type of training, where one can get it and how long it would take.) To become an art director, you would usually start out as an industrial ,graphic, or set designer, or work in another field ot art. Some people obtain a Master of Fine Arts degree {MFA} or a Master of Business Administration degree {MBA} Usually 3-5 years of related experience will lead to youre being qualified for an Art Director’s job. Developing a portfolio that can show your abilities and talents is also an absolute must to be chosen for a good job in the field. 3. Who are the largest employers for this career /field? Some of the largest employers in the field of Art director careers are The Disney Company, Nordstroms, Marriot, ARAMARK Corporation , Macy’s Target, Hyatt, and major retailers such as Sears and JC Penney’s. ...
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...their own ways. Now at WORK Communications Limited, we are more ready than ever to offer the most innovative creativity, flexible and dedicated services, yet with the focus on delivering business results and fun work! We are dedicated to providing professional services with width and depth: - 4As’ creativity & professionalism + Hot shops’ flexibility - Local knowledge & insight + International brand experiences - Multi-media creativity and services - Creativity + Strategic thinking - Service Scope: TV Commercial/ Print advertising/ Outdoor advertising/ Online-advertising & Website/ In-store promotion materials/ Below-the-line materials design/ Newsletters/ Packing design/ Corporate image and branding Assistant Art Director Requirements: * Diploma or above in advertising, design institute or equivalent. * 1-2 years of solid experience in the advertising or graphic design field. * Able to execute projects from ideas to finished products independently. * Proficient in AI, In-Design, Photoshop and other design softwares in Mac platform. * Self-motivated with strong creative sense. * Familiar with output and print production. * Able to meet tight deadlines under pressure. * Knowledge in website/digital development is a plus. * Fresh graduate are also welcome. Career Level | Entry Level | Yr(s) of Exp | 1 year | Qualification | Non-Degree Tertiary | Industry | Advertising/Public Relations/Marketing Services...
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...Introduction The welfare of a company depends on the shoulders of the directors and the directors are also responsible for the interests of the company as well as shareholders. Directors are basically fiduciary agents and they owe duties to the company, directors' are appointed by the company's shareholders to run the company's affairs for the benefits of the shareholders. Moreover, no company can get success without having the good and honest directors, so company success can only be achieved, if the directors of the company fulfil their duties and complete enforcement of the director's duties. Therefore directors play very significant role in any corporate governance system. Director's general duties are based on the certain common law rules and equitable principles. Lord Judge Bowen explains director's duties in these beautiful words that “directors are described sometimes as agents, sometimes as trustees and sometimes as managing partners. But each of this expression is to be used not as exhaustive of their powers and responsibilities, but indicating useful points of view from which they may for the moment and for the particular purpose be considered.” The Chapter 1 of this paper is amid to critically analyze that what are the duties and responsibilities of directors under Companies Act 2006. The duties of directors alone are of no importance if they cannot be fully enforced, the chapter 2 of this piece of work relates to the system of enforcement which provides the different...
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...Board of Directors Responsibilities The general public has pressured the government to demand accountability in the corporate world. The public worries that the inside board members may use their positions for personal gain. The outside board members are lacking enthusiasm and knowledge to do a decent job at monitoring top management. The role of the Board of Directors has become more organized and efficient, through laws and standards, than in the past. (Wheelen & Hunger, 2010) Laws and standards are different for each country. The United States has a different approach. The U.S. has requirements for each state where the corporate charter is issued. There is an agreement through worldwide consensus that there should be key responsibilities for the board members. (Wheelen & Hunger, 2010) The following duties, listed in the order of importance, are: Setting corporate strategy, overall direction, mission or vision; hiring and firing the CEO and top management; controlling, monitoring, or supervising top management; reviewing and approving the use of resources, and caring for the shareholder interests. (Wheelen & Hunger, 2010, p. 45) The National Association of Corporate Directors performed a survey with U.S. CEOs. The four most prominent issues the survey describes are as follows: Corporate performance, CEO Succession, strategic planning, and corporate governance. (Wheelen & Hunger, 2010, p. 46) The U.S. Corporation manages the laws of the state in which it is incorporated...
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...Section 228(1) of the Companies Act 2014 details the eight fiduciary duties directors of companies are obliged and compelled by law to comply with. The question is why it is necessary through the application of law to limit director’s decision making responsibility. The potential for directors to abuse their positions of power with regards to company’s assets in the daily running of the company seems limitless even when directors are in their own perception acting bona fides with regards to their decisions. Section 228(1) is so important and appropriate to business law as Directors are persons who according to Callanan(2007,p207) ‘have been entrusted with powers for the benefit of others’ but the potential to damage one person or persons to benefit another is so highly possible that the law is compelled to control directors decisions. Section 228(1) (d) addresses a directors duties ‘to not use the company’s property, information or opportunities for his or her own or anyone else’s benefit’. The case of Regal Hastings v Gulliver (1942) is one which has involved much debate throughout the years. The directors of Regal although acting in their opinion bona fides, through holding a position as directors were privy to information that, had they not held their position as directors would not have been able to benefit from the transaction that they undertook. The key point behind this case was that directors are exposed to sensitive and sometimes exclusive information and such information...
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...Materials Management Executive Director Performance Evaluation Introduction In the world today, corporations go through a lot of red tape when developing a business. There are certain rules and regulations that should be followed. Detailed in the report will consist of the improvement of leadership evaluation in order to assist in building a successful healthcare organization. Discussions will also include the expectations of the employees and the work practices and procedures that will be obligatory. In developing the leadership evaluation management must consider language, decision-making and daily work practices. An initiative to measure and meet all necessary performance objectives must involve major improvements of the healthcare processes. The following Performance Management’s Key Components are a must with the implementation process. Planning – Set goals and measurements to communicate the company’s requirements. Developing – Address and improve performance Monitoring – Observe productivity. Does the employee comprehend the tasks being implemented? Rating – rate the performance of the employee. Rewarding – compensate and award staff When conducted properly, evaluations serve that purpose by: (1) showing employees how to improve their performance, (2) setting goals for employees, and (3) helping managers to assess subordinates' effectiveness and take actions related to hiring, promotions, demotions, training, compensation, job design, transfers, and terminations...
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...The role of a director of a company carries with it much legal responsibility This is the topic that will be discussed in this essay. It will begin with a definition of what a director is, followed by the relevant legislation. I will go on to discuss the different types of directors in a company followed by the main duties directors owe to a company. I have taken a look then at the powers directors have in a company and ended this topic with the personal and criminal accountability directors may experience if they don’t exercise their powers in good faith and in the interests of the company. Section 2(1) of the Companies Act 1963 defines ‘director’ as “including any person occupying the position of director by whatever name called.”(Keane 1991) The primary function of a director is to manage the company on behalf of the members. The Articles of Association usually provide for the delegation of the members’ management powers to the Board of Directors and many of the functions of the directors are set out in a company’s Articles of Association. (Abbott et al 1993) The relevant legislation that applies to companies and its directors is the Companies Act 1963. It states regulations for management of a company limited by shares not being a private company. (Callanan 2007) There are numerous types of company directors, Shadow Director, Alternative Directors, De Facto Directors, Executive Directors and Non Executive Directors. A shadow director is any person other...
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...“Deconstructing Independent Directors”(*) María Gutiérrez Maribel Sáez Universidad Carlos III de Madrid and ECGI Universidad Autónoma de Madrid January 2012 Abstract In this paper we argue that boards of directors lack the mandate, the incentives and the ability to control insiders, especially in jurisdictions where the main agency problem arises between controlling and minority shareholders. We analyze the problems that render independents an inefficient monitoring device for companies with concentrated ownership structures and conclude that the current focus of the regulators and codes of best practice on empowering independents is ineffective and companies would be better off choosing their board members at liberty. Nevertheless, we also present two different proposals for reform: independents as gatekeepers for the regulator and independents as surrogates of the minority. Both proposals are based on the idea that if independent directors are expected to monitor controlling shareholders their most important characteristic should be accountability rather than mere independence. JEL Classifications: G32; G34; K22 Keywords: Independent directors, Board of directors, Concentrated ownership, Monitoring, Corporate Law (*)The authors wish to thank, Jesus Alfaro, Magda Bianco, Fernando Gómez Pomar and Assaf Hamdani and seminar audiences at AEDE 2010 and SIDE 2011 for many useful comments. The contents of this paper are the sole responsibility of...
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