...hare capital of a joint stock company; or a shareholder whose capital contribution or shareholding, although not accounting for 50%, is nonetheless, through the voting rights attaching to his or her capital contribution or his or her shareholding, able to materially affect the resolutions of the shareholders’ meeting or shareholders’ general meeting.” Regulations governing related-party transactions have been strengthened. Amendments to the Company Law now establish procedures for entering into related-party transactions, and require shareholder approval before a company can provide security to a shareholder or to the actual controlling person/entity. However, rules concerning majority/controlling shareholders should be more clearly elaborated as the market for corporate control/takeover develops in China. The CSRC Code is fairly detailed in its description of rules pertaining to related-party transactions. First, such matters as the nature, type, and other pertinent information of related-party transactions among a listed company and its connected parties should be disclosed in accordance with relevant regulations (“Disclosure of Related-Party Relationship and Transactions” published by the MOF in 1997 and rules as amended by the CSRC from time to time regarding the contents and standard format for information disclosure). Second, listed companies should take efficient measures to prevent related parties from damaging company interests. Third, related-par...
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...manufacturing company located in San Jose, California. The company employs more than 500 people producing plastic beverage containers, custom plastic parts, and plastic fans. Riordan’s major customers are the Department of Defense, beverage makers, manufacturers of automotive parts, aircraft, boilers, and appliances. Success has been a trademark of the company until a recent early termination of the vice president in the Sales and Marketing Department. The incident exposed legal issues the Riordan Board of Directors must immediately address to minimize the legal liabilities and ensure these situations never happen again. The legal issues began with the vice president of Sale and Marketing, Jill Baker, who received an employment termination effective immediately after working five years for the company. The company security guard escorted her off the premises. Jill gave documents to Jim Smith, a former Riordan employee who is currently an employee with a competitor. Jill had made sexual advances toward Jim and he decided to blackmail her unless she provided him with Riordan internal documents. Jill Baker is suing Riordan Manufacturing for wrongful termination. Prior to her termination she received an educational assistance payment of 50,000 dollars from the company that paid for her Master’s in Business Administration degree. An internal audit revealed that the several employees in Sales and Marketing Department and the Operations Department have been selling confidential company data...
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...Going Concern issues in financial reporting: a guide for companies and directors Published in 2009 by: Australian Institute of Company Directors (AICD) Level 2 255 George Street Sydney NSW 2000 Telephone: (+61 2) 8248 6600 Facsimile: (+61 2) 8248 6633 www.companydirectors.com.au publications@companydirectors.com.au Auditing and Assurance Standards Board (AUASB) Level 7 600 Bourke Street Melbourne VIC 3000 Telephone: (+61 3) 8080 7400 Facsimile: (+61 3) 8080 7450 enquiries@auasb.gov.au www.auasb.gov.au © Australian Institute of Company Directors (AICD) © Auditing and Assurance Standards Board (AUASB) © Financial Reporting Council (UK) 2009. Portions of this publication have been adapted and reproduced from an Auditing Practices Board Bulletin: Going Concern Issues During the Current Economic Conditions (December 2008) with the kind permission of the Financial Reporting Council (UK). All rights reserved. For further information please visit www.frc.org.uk or telephone +44 (0)20 7492 2300. © Portions of this publication have been adapted and reproduced from a KPMG Flash Report: How Concerned Should Directors be with Going Concern? (February 2009) with the kind permission of KPMG. All rights reserved. Typeset by Endnote design Printed by Ligare Pty Ltd National Library of Australia Cataloguing-in-Publication entry Going Concern issues in financial reporting: a guide for companies and directors/AICD, AUASB ISBN 9781876604158 (pbk.). 9781876604172...
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...Tesla Motors Corporate Governance History of Corporate Governance at the Firm: Tesla Motors is an American manufacture company that focuses on electric vehicles and advanced electric vehicle powertrain components. In July 1, 2003, Martin Eberhard and Marc Tarpenning incorporated Tesla Motors. Both of them played active roles in the company’s early development. Eberhard, Tarpenning along with Tesla’s current CEO Elon Musk composed initial three-person board of the company. As a relative new and fast growing company, Tesla Motors has changed its Board of Directors almost every year from 2004 to 2009. In these 5 five years, the company raised over $200 million by six funding events (see exhibit 1). For each time the company raised capital, Tesla Motors chose a lead investor to be the member of Board of Directors. For example, in 2004, Elon Musk invested $6.3 million out of $7.5 million during Tesla’s first funding event Series A. Therefore, he obtained chairmanship of the board in that year. Then through the following funding events Series B, C and D and E, several investors have become the members of board as well. In 2009, in order to meet the requirements of IPO, Tesla added its first fully independent director Brad Buss. The company also established formal board committees for audit, compensation and nominating and governance as preparation for the impending IPO. In June 2010, Tesla Motors finally went public in an initial public offering at 226.1 million. The IPO...
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...Induction Pack f Table of Contents WELCOME LETTER 1 INDUCTION FORM 1 POLICY SUMMARY 1 PERSONAL DETAILS FORM 1 EMPLOYMENT MEDICAL QUESTIONNAIRE 1 EQUAL OPPORTUNITIES MONITORING FORM 1 ADDITIONAL EMPLOYMENT DISCLOSURE FORM 1 WELCOME LETTER Dear <employee>, Welcome to HJH Retail Please find enclosed an induction pack containing the following documents: - * Induction Form * Personal Details Form * Medical Questionnaire * Additional Employment Disclosure (if relevant) You will also have been provided with the following documents: - * Terms and Conditions of Employment * Job Description Please read the documents carefully and complete and sign where appropriate. When complete, please return to your manager. May I take this opportunity to welcome you to our organisation and trust you will enjoy your time working here. Yours sincerely Joanne Head of Personnel & HR INDUCTION FORM Name: ………………………………………...……. Job title: …………………………………………………… Employee number: ………………….…..….. Department: …………………………………………….. Location: …………………………………….…… Date of appointment: ……………………..………… Manager: ……………………………………....…. Activity | Inducted by | Date | Comments | Introduction to the company | Who’s who in the organisation | | | | History | | | | Products/services/markets | | | | Future plans and developments | | | | Terms and conditions of employment | Personnel documentation and checks...
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...throughout the organization. Incidence/occurrence investigations will be viewed as an opportunity for education/process improvement, and will focus on processes and systems, rather than human error. Disciplinary action will be limited to only those employees who engage in willful or malicious misconduct, or those occurrences in which the employee failed to report an incident or hazard to patients in a timely manner. II. Responsibility A. All hospital employees, medical staff members, volunteers, and contract service members will participate in the hospital-wide incident reporting program. All incidents such as those listed as follows will be reported to the department of quality management: 1. Incidents involving inconsistencies with written hospital policies and procedures—informed consent, bedrails, patient...
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...responsibilities Policies and Procedures overview Institutional Review Board Office (IRB) NUCATS NURAP Conflict of Interest (COI) Export Controls Innovation & New Ventures Office (INVO) Introduction Introduction Research Administration Training The need for research administration training exists because of the large dollar amounts in research funding and the importance of compliance: • NU received $511.7 million in research funding in FY 2011 • NU ranked 25th in NIH research funding to universities in 2010 • Ensuring compliance remains a federal priority Source: Office for Research Annual Report. (2011): Northwestern University Introduction Research Administration Training Research Administration training helps Northwestern: • Decrease compliance risks • Administer grants more consistently & efficiently • Provide support for research administrators, faculty & staff • Meet federal government expectations regarding training and communication Introduction Training Objectives During this seminar we will: • Explain the research administration process • Discuss the roles & responsibilities of research faculty and staff • Describe the roles of the central research offices • Review the regulatory fundamentals that form the foundation of research administration Introduction Questions? Introduction Roles & Responsibilities Lauran Qualkenbush Director Office for Research Integrity lhaney@northwestern.edu Research Administration Roles Central Unit ...
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...over. The objective of any corporate governance system is to simultaneously improve corporate performance and accountability as a means of attracting financial and human resources on the best possible terms and of preventing corporate failure. In short Corporate Governance is about promoting corporate fairness, transparency and accountability. Keywords: Corporate Governance (CG) Security and Exchange Board of India (SEBI) Stakeholders Clause 49 OECD principles Chapter: 1 INTRODUCTION 1.1 Prelude Corporate governance (CG) has emerged as a very important ideal. The reason is, today companies are substantially contributing to the overall growth and development, particularly in emerging economies such as India and a healthy investment environment is vital. The corporate form of business has succeeded gradually and expanded worldwide. However, not all companies are managed successfully. There has been a spree of corporate frauds worldwide, e.g., Enron in the United States and Satyam Computers in India. The latter had accounting and auditing flaws apart from lack of accountability and oversight by Independent Directors at Board meetings. There was no whistle-blowing in case of Satyam Computers unlike Enron. The Satyam Computers revelation was an outcome of a takeover attempt. It eroded the wealth of shareholders. From this fraud it is evident that we need to review the enforcement of CG practices. The role of the Ministry of Corporate Affairs...
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...their lives. We foster sustainable economic growth in developing countries by supporting private sector development, mobilizing private capital and providing advisory services. The Indonesia Corporate Governance Manual (CG Manual) was commissioned by IFC as part of the Indonesia Corporate Governance Program that IFC is implementing in Indonesia since 2012. This manual is distributed with the understanding that neither the authors, nor the organizations, countries they represent, nor the publisher are engaged in rendering legal or financial advice. The material in this Manual is set out in good faith for general guidance, and no liability can be accepted for any possible loss or expense in incurred as a result of relying on the information contained herein. This publication is not intended to be exhaustive. It should not be relied upon as a basis for formulating business decisions. On all financial issues and questions, an accountant, auditor, or other financial specialist should be consulted. A lawyer should be consulted on all legal issues and questions. As the laws in the Republic of Indonesia are constantly changing, legal rules referred to herein may be obsolete or superseded by new legislation at the moment of the publication of this Manual. All references to the male gender throughout this Manual apply to both sexes, unless otherwise indicated. The conclusions and judgments contained in this report should not be attributed to, and do not necessarily represent...
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...As you have seen already, companies have always been subject to quite strict regulation. Thus there are detailed requirements in relation to company formation, corporate administration and corporate finance. Despite all this regulation a number of issues have continued to cause considerable unrest and political controversy. The main concerns have centred on the apparent lack of effective control of directors of public listed companies which have manifested themselves in perceived excessive remuneration packages and mismanagement leading to a number of high-profile corporate collapses. Public listed companies employ thousands of employees and are the recipients of billions of pounds in investment by individuals and institutional investors such as pension funds. It follows that all governments, in the UK, in Europe and throughout the world, consider it crucial that public confidence in such companies is maintained. The attempts to effectively control the remuneration of directors and the activities of directors in their management of public companies so as to avoid high profile scandals are known as corporate governance. It should be noted that corporate governance is not static, but rather develops to meet the urgent issues of the day. Thus, for example, the effect of corporate activities upon the environment now falls to be included within the ambit of corporate governance. What is Corporate Governance? The term “corporate governance” is not defined by legislation...
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...suitable for every situation or every company and should not be considered legal advice or legal opinion. There may be state or municipality specific information that would affect your use of this form. You should review applicable law in your jurisdiction and consult experienced counsel for legal advice. If you use this form (either “as is” or by modifying the form), you are responsible for all content. YOU SHOULD REMOVE THIS TEXT BEFORE USING THE FORM IN YOUR WORKPLACE. BACKGROUND CHECK DISCLOSURE AND AUTHORIZATION FORM In the interest of maintaining the safety and security of our customers, employees and property, __________________________ (the “Company”) will order a “consumer report” (a background report) or “investigative consumer report" on you in connection with your employment application, and if you are hired, or if you already work for the Company, may order additional background reports on you for employment purposes. The background check company, ADP Screening and Selection Services, will prepare the background report for the Company. ADP Screening and Selection Services is located at 301 Remington Street, Fort Collins, CO, 80524, and can be reached by phone at 800-367-5933 or at their Internet Web site address www.adpselect.com. The background report may contain information concerning your character, general reputation, personal characteristics, mode of living, and credit standing. The types of information that may be ordered include but are not...
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...NATIONAL ASSEMBLY No. 70-2006-QH11 SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness LAW ON SECURITIES1 Pursuant to the 1992 Constitution of the Socialist Republic of Vietnam as amended by Resolution 51-2001QH10 passed by Legislature X of the National Assembly at its 10th Session on 25 December 2001; This Law regulates securities and the securities market. CHAPTER I General Provisions Article 1 Governing scope This Law regulates activities being public offers of securities, listing and trading securities, conducting business and investing in securities, securities services and the securities market. Article 2 1. Applicable entities: Vietnamese organizations and individuals and foreign organizations and individuals participating in investment in securities and activities on the Vietnamese securities market. Other organizations and individuals related to securities activities and securities market activities. Application of Law on Securities, relevant laws and international treaties 2. Article 3 1. Activities being public offers of securities, listing and trading securities, conducting business and investing in securities, securities services and securities market activities must comply with the provisions of this Law and other provisions of relevant laws. If an international treaty of which the Socialist Republic of Vietnam is a member contains provisions which are different from those in this Law, then the provisions of such international...
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...SECURITIES AND EXCHANGE BOARD OF INDIA ACT 1992 Firms and institutions can raise medium and long term funds by issuing securities. Securities issued can be tradable or non-tradable. Tradable securities include corporate securities(shares & debentures), govt securities, public securities, bonds, units of mutual fund, are tradable securities i.e. transferable . Non-transferable securities include bank deposits , company deposits, loans and advances of bank & financial institutions and post office certificates & deposits Capital market can be classified into primary & secondary markets Primary markets : provides for channel for sale of new securities. The issuer of securities(create and sell) new securities in the primary market to raise funds, either through public issue or private placement. If the issue is made to particular class of people it is called a private placement Secondary markets : Deals with securities already issued or offered to the public in the primary market. Thus secondary market facilitates exchange of securities of listed companies which is called as Stock Markets. This market enables participants who hold securities to adjust their holdings in response to their assessment of risk and return. They can also sell these securities as per their liquidity needs The securities market has three types of participants 1] issuer of securities 2] investors of securities 3] intermediaries. The issuer and investors are customers of the services rendered...
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...Sources of Funding, Funding Raising & Disclosure Promoters and Pre-registration contracts • Who is a promoter? o Whaley Bridge Calico Printing v Green – court has recognised the term promoter as not a term of law but rather one of business. o Emma Silver Mining v Lewis & Son – see Twycross case – used in connection with companies involves the idea of exertion for the purpose of getting up and starting a company and also the idea of some duty towards the company. o Jubilee Cotton Mills v Lewis – professional people, such as lawyers, accountants and bankers, are often involved in carrying out professional services during the incorporation of the company. They are not regarded as promoters if they act purely in their professional capacity in the ordinary course of their profession. o Active promoters – Twycross v Grant Any person who is actively involved, either playing a minor or central role, in organising the formation of a company falls within the definition of promoter. Typical activities associated with promoters – Negotiation of preliminary agreements Preparation of company’s constitution Identifying prospective directors and shareholders Preparation of the company’s fundraising documents (e.g. an offer info statement or profile statement or prospectus) Raising capital, either before or after incorporation Payment of registration fees; and Registration f the company with ASIC. o Passive promoters – Tracey Mandalay Also extends to people...
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...and responsibilities for the ethics compliance. This will be accomplished by promoting a culture that encourages the highest standards of ethical business conduct. Also adhering to the standards to prevent inappropriate conduct to protect the reputation of the Red Hat. Applies To This procedure applies to all employees of Red Hat from the general laborers to the CEO Daily Operational Rules to Follow Red Hat will conduct its business with the honesty and integrity with compliance in both the letter of the applicable laws, regulations of the areas that it does business. Red Hat is committed to the highest standards of ethical conduct in dealings with employees, customers, communities, suppliers, and subcontractors, and will be compliant with its policies and procedures. Red Hat will foster a free and open atmosphere that allows encouragement to employees and others to make inquiries, express work-related personal concerns regarding ethics issues, to report business ethics violations or violation of laws, regulations, and policies without any fear of retaliation from anyone. The Red Hat employee Ethics and Concerns Office is responsible for the overall administration and application of the ethics program. The Red Hat employee Ethics and Concerns Office will communicate all the necessary standards needed for business ethics by providing biannual training to promote the understanding of the standards that Red Hat will conduct all business operations. Also they...
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