...NON EXECUTIVE DIRECTORS A member of a company's board of directors who is not part of the executive team. A non-executive director (NED) typically does not engage in the day-to-day management of the organization, but is involved in policy making and planning exercises. In addition, non-executive directors' responsibilities include the monitoring of the executive directors, and to act in the interest of any stakeholders. Also called external director, independent director and outside director. ROLE OF NON EXECUTIVE DIRECTORS * Provide objective and independent advice to the Board to enable it to make better decisions in the interest of all shareholders * Bring a genuine independent perspective to enhance decision making * Provide value added input to strategy and strategic development * Act in the best interests of the company as a whole rather than any one particular group of shareholders * Assist in carrying out the duties of the Board, such as: * reviewing, approving and on-going monitoring of the strategic plan * reviewing organizational capability in relation to stated objectives * reviewing financial performance against targets * raising capital * reviewing any major changes in the company, such as financial and organization structure * providing advice on major investments/divestments to be made * monitoring legal, ethical, risk and environmental compliance where appropriate * Act as a catalyst for change...
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...hours of rework. It would have a difficult and time consuming task for the people who volunteer for. Rodderick Cage: my workload had doubled since Lou Chan went on paternity leave. Rebecca Spalding: my workload was now the heaviest since the system changed. Phil Bosevic(missed out the recent promotion): I was understaffed and could not take on any new work. Wasim Shan: I had only on the job for weeks and will be transferred in net fortnight. Merilyn Hue: I was going on special leave next week that had been approved. After everyone replied. Chris spoke to Phil pleasantly: I’d appreciate it if you would complete the data for the project and………… Phil suddenly ran out of the room. Scene 2 Managing director’s office Chris rushed down the hall into managing director’s office, slammed the door and glared at Dr Cora Harvey. Chris: none of them would help me! Can you believe it? Chris : I had to direct Phil to do it!. Cora: If I were you Chris…….. Phone rung! Cora signaled to Chris to leave the room, but as Chris walked out, he started to shout: Sort it out chris and get that damn project finished. I do not care how you do it! Just do it! Why do you think we pay you your hefty salary? Chris: if I have to, I will do it myself and the there...
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...| IOICORP | KLK | a. The no. of board of directors in the company | 9 directors | 8 Directors | b. How many are independent, executive and non-executive directors | * 4 Executive directors * 5 Independent Non-executive directors | * 2 Executive directors * 5IndependentNon-executive directors * 1Non-Independent Non-Executive director | c. The gender of the board member –male of female | All board members are male | All board members are male | d. The qualification of the board member | Tan Sri Dato’ Lee Shin Cheng(Executive Chairman) * Tan Sri was conferred the Honorary Doctorate Degree in Agriculture by University Putra Malaysia. * Tan Sri was conferred the Fellowship of the Incorporated Society of Planters by Malaysia’s ISP. * Tan Sri was conferred Honorary Fellowship of the Malaysian Oil Scientists’ and Technologists’ Association. * Tan Sri is currently a Council Member of the East Coast Economic Region Development Council.Dato’ Lee Yeow Chor(Executive Director) * Holds a LLB (Honours) from King’s College London * Postgraduate Diploma in Finance and Accounting from London School of Economics.Lee Cheng Leang( Executive Director) * First appointed to the Board on 21 July 1981. * He has considerable experience in the hardware, chemical and industrial gas industry.Lee Yeow Seng(Executive Director) * First appointed to be on the board on 3 June 2008. * Holds a LLB( Honours0 from King’s College London.Datuk Hj. Mohd Khalil Bin Dato’...
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...CSP HOLDING BHD 9426-T MINUTES OF BOARD OF DIRECTORS’ MEETING Minutes of the CSP Holding Bhd meeting held at Bilik Seminar Bunga Raya, Level 10, Office Tower, No.3,Jalan Nagasari (Off Jalan Raja Chulan), 50200 Kuala Lumpur on Monday, 5th May 2014 at 9.00 a.m. Present : Y. Bhg. Tan Sri Wahid Jalil (Chairman) Y. Bhg. Dato’ Zahir Ahmad (Managing Director) Mr. Yeoh Wai Siaw (Non-independent Executive Director) Y. Bhg. Tan Sri Dato’ William Lim (Independent Non-Executive Director) Y. Bhg. Dato’ Hardi Yusof (Independent Non-Executive Director) Mr Heah Sieu Low (Independent Non-Executive Director) Dato Aisyah Syed (General Manager of CSP Fasteners’) Mr Azim Rahmat (General Manager of Maya CSP Sdn Bhd) Wong Kar Chun (Auditor) Ms Loh Ai Lin (Secretary) Apologies : Mr George Siong Chee Sook (Independent Non-Executive Director) CHAIRMAN FOR THE MEETING Tan Sri Wahid Jalil took his place and declares the meeting duly convened once the requisite quorum was present. DIRECTORS REPORT, AUDIT REPORT AND CONSIDERATION OF ANNUAL REPORT That the Audited report of the Company for the year ended 31 December 2013 together with the Reports of the Directors and Auditors thereon be hereby received and noted. DECLERATION OF DIVIDEND That there is no final dividend for year 2013 as recommended by the director is hereby approved. ELECTION OF DIRECTORS IN PLACE OF THOSE RETIRING It was resolved...
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...CORPORATE WORLD Clause 49 of Listing Agreement on Corporate Governance —Dilip Kumar Sen SEBI has revised Clause 49 of the Listing Agreement pertaining to corporate governance vide circular dated October 29, 2004, which supersedes all other earlier circulars issued by SEBI on this subject. The article highlights important changes in the corporate governance norms. C lause 49 of the Listing Agreement, which deals with Corporate Governance norms that a listed entity should follow, was first introduced in the financial year 2000-01 based on recommendations of Kumar Mangalam Birla committee. After these recommendations were in place for about two years, SEBI, in order to evaluate the adequacy of the existing practices and to further improve the existing practices set up a committee under the Chairmanship of Mr Narayana Murthy during 2002-03. The Murthy committee, after holding three meetings, had submitted the draft recommendations on corporate governance norms. After deliberations, SEBI accepted the recommendations in August 2003 and asked the Stock Exchanges to revise Clause 49 of the Listing recommendations and the same was put up on SEBI website on 15th December 2003 for public comments. It was only on 29th October 2004 that SEBI finally announced revised Clause 49, which will have to be implemented by the end of financial year 2004-05. These revised recommendations have also considerably diluted the original Murthy Committee recommendations. Areas where major changes...
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...Leadership: Managing Director of Hayasa In a small team of strangers, like the one thrown together for this module, the Managing Director should be the source of leadership and control over numerous responsibilities and functions of their team. • They should pursue the successful completion project goals. • They should keep the team motivated and happy, • They should ensure that the team is giving sufficient effort to the task. The Managing Director should be the most influential and important member of Hayasa car company. The behaviour of this person directly affects the behaviour of his or hers group members, therefore they must show certain key traits and attributes which will exert their leadership and control into the performance of the team, but also themselves. For Hayasa, the leadership was the key factor which influenced and built the group dynamics, the behaviour and motivation of the members during the practical, but also is what I believe the key problem to our lack of success in three years of trading. “The power and influence perspective focuses on the use of power by effective leaders. Two major themes have been identified: a) social power: how leaders influence followers (b) social exchange: discusses the give-and-take relationship between leaders and followers through which leaders are themselves influenced as they try to influence others” (Bensimon et al., 1989) My questions on the lack of social power our Managing Director would...
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...1 ANNUAL REPORT 2014 Table of contents ABOUT THE COMPANY Letter of Transmittal Corporate Information Milestones Board of Directors and Management Brand Values Products 3 4 5 6 -8 9 10 OPERATING RESULTS Summary of Key Operating & Financial Data 11-12 AGM & COMPANY PERFORMANCE Notice of 35th Annual General Meeting Chairman’s Message to Shareholders Report of the Board of Directors 13 14 ANNUAL REPORT 2014 15 - 19 1 Table of contents COMPLIANCE REPORT Corporate Governance Compliance Report 20 - 38 FINANCIAL RESULTS Auditors’ Report to the Shareholders Statement of Financial Position Statement of Comprehensive Income Statement of Changes in Shareholders’ Equity Statement of Cash Flows Notes to the Financial Statements Unit-wise Working Result Schedule of Non- Current Assets Certificate on Review of financial statements PROXY FORM 39 - 40 41 - 42 43 - 44 45 46 - 47 48 - 80 81 - 82 83 - 84 85 ANNUAL REPORT 2014 2 Letter of Transmittal December 6, 2014 Esteemed Shareholders Bangladesh Securities and Exchange Commission Dhaka Stock Exchange Limited Chittagong Stock Exchange Limited Registrar of Joint Stock Companies and Firms Dear Sir or Madam, Subject: Annual Report for the year ended June 30, 2014 It is our pleasure to inform you that the 35th Annual General Meeting of Olympic Industries Limited will be held on Wednesday, December 24, 2014 at 10:00 AM at our 2nd biscuit factory premises at Lolati, P.S. Sonargaon, District...
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...at 3:00 p.m. N I S S A N E L G R A N D I N F I N I T I F X 3 7 R E N A U L T M E G A N E R S CONTENTS 02 03 05 09 10 14 17 25 27 28 31 Corporate Information Business Divisions Report of the Board of Directors 8 Years Financial Highlights Profile of Directors Corporate Social Responsibility Report Corporate Governance Statement Internal Control Statement Other Statements and Disclosures Audit Committee Report Daily Share Price & Volume Traded on Bursa Malaysia Securities Berhad 33 Financial Statements 133 Ten Largest Properties of the Group 134 Shareholders’ Statistics 137 Notice of Annual General Meeting Form of Proxy CORPORATE INFORMATION Directors Dato’ Tan Heng Chew Executive Deputy Chairman and Group Managing Director Dato’ Ng Mann Cheong Senior Independent Non-Executive Director Dato’ Haji Kamaruddin @ Abas bin Nordin Independent Non-Executive Director Seow Thiam Fatt Independent Non-Executive Director Siew Kah Toong Independent Non-Executive Director Dato’ Khor Swee Wah @ Koh Bee Leng Executive Director Ling Ou Long @ Ling Wuu Long Executive Director Ho Wai Ming Executive Director Audit Committee Company Secretaries Yap Bee Lee Chang Pie Hoon Registered Address 62-68 Jalan Ipoh 51200 Kuala Lumpur Telephone : (03) 4047 8888 Facsimile : (03) 4047 8636 Website : www.tanchong.com.my E-mail : tcmh@tanchong.com.my Registrars Tricor Investor Services Sdn Bhd Level 17, The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur...
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...trust and loyalty were important to the company? The managing director focused on gaining the employees trust and loyalty as he considers these factors were most important to the company. He worked extremely hard on gaining employees/workers trust and loyalty and also expected that they will also remain loyal and trustworthy towards the company. In NCR employees are well educated and also have good knowledge that is related to that particular business. The company encourages its employees to get education and also provides education to them by sponsoring it. The company is more focused on current employees rather than hiring new employees and that’s how employees does not get the feeling of insecurity. This particular issue also enhanced the trust and loyalty issue of them. The managing director communicates and interacts constantly with the employees. They also get the opportunity of presenting innovative thoughts and ideas. The flexible and friendly work environment of NCR helps enthusiastic employees to committed towards their their task. NCR ensures friendly and interactive work environment and also provides open-door policy within the organization to bringing all people together. The managing director is accessible to the employees and he visits the employees whenever he feels and employees can also do the same by visiting him frequently. He goes to shopfloor frequently to meet and communicate with them. The managing director is quite flexible and considerate towards his...
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...Lec 6: Ch 10 (the role of company directors and other officers and the means by which they are appointed and removed); main focus is on the directors * ‘officer’ and ‘director’ definition- s9, p200 (Morley v ASIC). * ‘director’- a) appointed director regardless of the name given to their position; b) not validly appointed director but acts in position or; c) not validly appointed but the directors of the company are accustomed to act in accordance with the person’s instructions and wishes; person in a) OR b) is de facto director, within c) is a shadow director * Statutory duties, including the duty to act with reasonable care and diligence and the duty to act in the best interests of the company * Statutory requirement for all companies to have at least one director; PTY company must have at least one, with one ordinarily residing in Australia (s201A(1)); public companies must have at least 3, with at least 2 in Aus (s201A(2)) * Directors’ role: manage or supervise the management; for companies that rely on the replaceable rules as their internal governance rules, s198A provides that “the business of a company is to be managed by or under the direction of the directors’” * Company secretary: public companies must have at least one company secretary (s204A(2)) be 18yo and have at least one residing in Aus; PTY company may have one but is not required to appoint one (s204A(1)); secretary is appointed by directors; responsibilities include record-keeping...
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...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 detected in wrong financial analysis of $48 million purchase price which was an improper and over channelization of company’s fund. Moreover it was also revealed that the board of directors was not aware of the fact that most of the shares newly...
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...Difference between non executive director and executive Executive directors are concerned with the actual management. Non- executive do not have executive management responsibilities but are concerned with general management policy and monitoring of executive director. Both owe the same duties to the company (s170- s177) Non- executive director According the Code, the board should include an appropriate combination of executive and non- executive directors, so that not any individual or small group of individuals dominates the boards’ decision making. It should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities. With respect to the appointment procedure, non should be selected through a formal process. Any term beyond 6 years should be subject to particularly rigorous review and should take into account the need for progressive refreshing the board. The Code recommends that at least half of the members of the board, excluding the chairman, should be independent non. A smaller company should have at least 2 non. The Code, non-executive directors should be capable of providing an independent view of the board and challenging or questions the executive decisions. The presence of independent non-executive directors on the board can mitigate agency costs. The board now is required to identify in the annual report each non-executive director it considers...
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...Manager’s Job in Context Contents Introduction……………………………………………………………………………………3 The organization……………………………………………………………………………… 3 Job Description of a manager in an organization......................................................................4 Organizational Structure...........................................................................................................6 Internal and external interactions of Managers.........................................................................8 Recommendation......................................................................................................................9 Conclusion...............................................................................................................................10 References...............................................................................................................................10 Introduction Organizations can be considered as a system which consists of a numerous number of people who coordinate and work together to achieve the common goal. Organizational behavior is the set of actions performed by the individuals or the attitudes of the individuals in a particular organization. For a manager it is very essential to study and understand the organizational behavior as it will assist him to identify and correct problems, establish necessary changes etc. Management or managers plays a vital role in organizational behavior and in achieving...
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...services Founded 1996 Headquarters New York City, United States Key people Euan Rellie, Senior Managing Director Charles Maynard, Senior Managing Director Products Investment Banking Employees 70 (2012) Website www.bdallc.com Business Development Asia LLC, or BDA, is an investment banking firm that advises on cross-border M&A (mergers and acquisitions), distressed situations, private placements, capital raising, valuations and financial restructurings. The company provides advisory services on crossborder transactions involving Asia, including the Middle East, typically with transaction values between $20 million and $1 billion. The company is headquartered in New York with offices in Tokyo, Seoul, Shanghai, Beijing, Hong Kong, Mumbai, Bahrain, and London. BDA has seven partners and 70 full-time professional staff across its nine offices, supplemented by a team of senior advisors around the world. BDA advertises itself as the "leading independent pan-Asian M&A advisory firm". Contents [hide] 1 History 2 Awards and Recognition 3 Sector experience 4 References [edit]History BDA was founded by Euan Rellie and Charles Maynard in 1996. Andrew Huntley joined BDA as its third partner in 1998. The three of them still run the firm. BDA is headquartered in New York City, with eight further offices in Hong Kong, London, Mumbai, Seoul, Beijing, Shanghai, Tokyo and Bahrain. Managing Directors include Paul DiGiacomo, Jeffrey Wang, Mark Webster, and Jeff Acton. Each of these bankers...
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...Introduction Rob Thomas works for The Braid group as Managing Director for their Chicago office. He has been sensitive to the lack of diversity at the Braid group. As managing director he believes he should work towards remedying this situation. He is sure that he will be successful in garnering support from most of the senior partners in accomplishing this objective. However there are some other senior partners who, he believes, will be unwilling to support this change. Moreover the partners do not wish to dilute the criterion for selection process to the firm. Despite the fact that his company had done well under him but so far he had been unsuccessful in furthering his goals. The primary reason behind this appears to be the fact that Rob Thomas is over protective about his image in public and does not appear to be willing to compromise the same, even to attain his personal goal of bringing diversity to The Braid Group workforce. Objective • To access Rob Thomas’ leadership effectiveness. • To analyze whether or not it is possible to maintain one’s image and at the same time pursue one’s personal goals. Case Analysis Rob Thomas is a managing director at The Braid Group and heads their Chicago office. He is personally committed to the issue of workforce diversification and firmly believes that bringing workforce diversity at The Braid Group could be a possible way of attracting non-traditional clients. From the time he was appointed as head of the Chicago office...
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