...Proposal to Board of Directors A Little Cup of Joe Introduction to the Proposal’s Purpose and Content A Little Cup of Joe Corporation is a medium-sized manufacturing company with 250 employees. It directly markets one product: a unique coffee cup with a patented ball bearing sliding mechanism. Nathan Jr. and a group of 10 other executives run the company. A Little Cup of Joe Corporation has received a large sum of money from a venture capitalist. The venture capitalist and Nathan Jr. are predicting 100 percent growth in five years. To achieve that growth, productivity will need to increase at a similar rate. Therefore, this proposal provides a suggested business model update. Further, the functional areas updates are indicated to assist the business model to predict, plan, and implement future growth and profits. In this proposal, the problem of the outdated business model and functional areas is addressed with new ideas and new employees to implement them. The 100 percent growth projection in five years can become a reality with the managers’ ideas about these questions: Executive Summaries The Accounting and Finance Area is one of the main parts of A Little Cup of Joe. Having A Little Cup of Joe accounting in top shape all year round will help the business function smoothly and provide grounds for sound and promising business decisions. By accomplishing this A Little Cup of Joe will hiring experience and ethical accounting...
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...philosophy, aiming to have the global community—including our customers, shareholders and investors—place even greater trust in us as we strive to be a company society wants to exist. To ensure objective oversight of management, Honda appoints outside directors to its Board of Directors and outside auditors to its Board of Auditors. To strengthen its business execution system in each region and workplace, as well as enhance the supervisory function of the Board of Directors, Honda has introduced an Operating Officer System. To help its Board of Directors respond quickly to changing business environments, as well as to improve the flexibility of its decisionmaking process, Honda limits directors’ assignments to one year and Corporate Governance: Organization Board of Auditors: 5 Auditors (Outside Auditors: 3 Auditors) Business Ethics Committee: 6 Officers Compliance Officer Regional Sales Operations (Japan) Regional Operating Board Risk Management Officer Regional Operations (North/ Central America) Regional Operating Board determines their compensation in accordance with business results. Based on its fundamental corporate philosophy, Honda has refined its organizational structure. A general manager from the Board of Directors or an Operating Officer is now assigned to each administrative region, business and functional division. The Executive Council deals with important global issues, and regional operating councils deal with important regional management issues. Honda has...
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...CORPORATE LAW ASSIGNMENT TASK1 Introduction The board 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...
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...SARBANES OXLEY ACT _ FLASH CARDS!!! Inside Directors who are also officers in the corporation, have typically controlled their company's board. Outside directors (also called independent directors) do not work for the company and have traditionally played a lesser role.1 They have been described derisively as "ornaments on a corporate Christmas tree" or "parsley on the fish." Nominated by their friend, the chief executive (CEO), and elected by shareholders without question, these directors could collect handsome paychecks while simply rubber- stamping the CEO's decisions RIGHTS OF SHAREHOLDERS 1. Rights to Information 2. Rights to Vote 3.Right to Dissent 4.Right to Protection from Other Shareholders 5. Right to Monitor 1. Right to Information A company's obligation to provide shareholders with financial information depends on whether it is publicly or privately held. States, which regulate private corporations, generally do not require automatic disclosure of financial information to shareholders. Although the Model Business Corporation Act (Model Act) does require some disclosure, most states do not follow its recommendation. In contrast, the Securities and Exchange Commission (SEC) carefully regulates publicly held corporations and requires them to provide shareholders with extensive financial data. What right do shareholders have under the Model Act shareholders acting in good faith and with a proper purpose have the right to inspect...
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...Coates IV, J., Subramanian, G., (2002): The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy, Stanford Law Review 54, 887-951 (the “Article”), the authors supported the notion towards the declassification of board of directors. There is a movement towards eliminating staggered board in favor of unitary board based on researches that staggered board was harmful to the shareholders and the company. It was initially believed that the combination of poison pill and an effective staggered board (“ESB”) creates a near impenetrable defense against hostile takeover. Despite the board having these powers, the courts, especially the Delaware courts, have shown in several cases that they will try to strike a balance between protecting the shareholders from hostile takeover threats and preventing management from “entrenching” themselves. The proxy contest, or the ballot box safety valve (as described in the Article) provides protection against managerial abuse of the antitakeover defensive plans. However according to the Article, the ballot box is not a viable safety valve against an ESB target as it provides delay and longer tenure for incumbent board as well as hardship on the bidder as it is nearly impossible for the bidder to win two proxy contests and obtain control of the ESB target. As such, the “rationale” of imposing difficulty on hostile bidder to gain control of the board of a target company with an ESB – by allowing management to negotiate with the...
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...Commencement: By Notice ARRANGEMENT OF SECTIONS PART I - PRELIMINARY 1—Short title and commencement. 2—Purpose of the Act. 3—Definitions. 4—Application of Act. 5—Conflicts with other Acts. 6—Conflicts with international agreements. 7—Conflict with conditions on donated funds. PART II – BODIES INVOLVED IN THE REGULATION OF PUBLIC PROCUREMENT A — Public Procurement Oversight Authority 8—Establishment of Authority. 9—Functions of Authority. 10—Director-General of the Authority. 11—Term of office of Director-General. 12—Restrictions on activities of Director-General. 13—Terms of service. 14—Resignation of Director-General. 15—Removal of Director-General. 16—Staff. 17—Acting Director-General. 18—Financial arrangements. 19—Audit. 20—Quarterly and annual reports. 46 No. 3 Public Procurement and Disposal 2005 B – Public Procurement Oversight Advisory Board 21—Establishment of Advisory Board. 22—Composition of Advisory Board. 23—Functions of Advisory Board. 24—Procedures of Advisory Board. C – Public Procurement Administrative Review Board 25—Review Board. PART III – INTERNAL ORGANISATION OF PUBLIC ENTITIES RELATING TO PROCUREMENT 26—Threshold matrix and segregation of responsibilities. 27—Responsibility for complying with Act, etc. 28—Procuring agents. PART IV - GENERAL PROCUREMENT RULES 29—Choice of procurement procedure. 30—Procurement not to be split or inflated. 31—Qualifications to be awarded...
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...established sales force will be able to handle supplies and equipment for sports such as swimming, golf and track through it’s a current activities in high school and junior colleges. The marketing manager and the director of finance have begun working on figures, related to the profitability of different athletic supplies and equipment. At this time, five possible markets have been identified and the likely return on a cash flow basis has been determined for each. Specific proposals have been drafted and will soon be available for internal distribution in the company. In the meantime, the president has been given the after tax internal rates of return for each proposal as follows: 1. Swimming Supplies, 11% return, medium risk 2. Golf Equipment, 13% return, medium-high risk 3. Golf Supplies, 6% return, medium-low risk 4. Track Equipment, 8% return, low risk 5. Track Supplies, 10% return, medium risk At a meeting of the board of directors called to discuss the proposal, the director of finance presented financial data, including the current year’s balance sheet and income statement. He reported that the stock was selling for $25 per share and that the firm’s sale and earnings were growing at a respectable 8.5% annually. As the discussion shifted from the specific proposals to the need for...
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...Notice of 2013 Annual Shareholders’ Meeting and Proxy Statement b McDonald’s Corporation 2013 Contents 3 7 8 8 8 14 14 14 42 Proxy Summary Notice of the Annual Shareholders’ Meeting Election of Directors Proposal No. 1. Election of Directors Director qualifications and biographical information Executive compensation Compensation Committee Report Compensation discussion and analysis Proposal No. 2. Advisory vote to approve executive compensation Other management proposal Proposal No. 3. Advisory vote to approve the appointment of Ernst & Young LLP as independent auditor for 2013 59 Stock ownership 59 Stock ownership guidelines 59 Security ownership of certain beneficial owners 60 Security ownership of management 61 Compliance with Section 16(a) of the Exchange Act Transactions with related persons, promoters and certain control persons Policies and procedures for related person transactions 61 61 62 Related person transactions 62 Communications 62 Communications with the Board of Directors and non-management Directors 62 Consideration of Director nominations for the 2014 Annual Shareholders’ Meeting 63 Shareholder proposals for inclusion in next year’s Proxy Statement 63 Other shareholder proposals for presentation at the 2014 Annual Shareholders’ Meeting 64 Solicitation of proxies and voting 64 Notice and access 64 Record date 64 Voting prior to the Annual Shareholders’ Meeting 64 Voting at the Annual Shareholders’ Meeting 64 Quorum 64 Voting tabulation 65...
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...hopes to achieve with the proposals in “Restoring Trust”? Why is reform needed? What are the benefits? What are your concerns regarding the reform? The WorldCom Corporate Monitor, Richard Breeden, believed that in order to correct the ills that faced the company, WorldCom needed to adopt a strong Corporate Governance structure. The central objectives of his proposal “Restoring Trust” included improving the composition of WorldCom Board, eradicating financial misconduct, correcting executive compensation and enhancing shareholder influence and involvement. According the Breeden the WorldCom board seemed to have a decent combination of backgrounds and independence, however, the board did not provide the proper oversight to manage the company or its personnel. The board was described as disinterested, dysfunctional and had no control over its CEO Bernie Ebbers. Breeden made suggestions to improve the board, such as recommending maximum term limits for directors, continued separation of the CEO and chairman, an improved meeting schedule reflecting a minimum of 8 meetings per year, two of which were offsite away from the headquarters and to be lead by the non-executive chairman. Breeden also outlined the functions of board committees, the committee composition and also set director compensation at a flat rate in an effort for the directors to take their roles more seriously. The benefits of these changes would be to conserve the experience of the board but reduce complacency by having...
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...Orleans, LA 70130, on April 24, 2013, at 10:00 a.m. Central Time. Following a report on GE’s business operations, shareowners will vote: • to elect the directors named in the proxy statement for the coming year; • to approve our named executives’ compensation in an advisory vote; • to ratify the selection of our independent registered public accounting firm for 2013; and • on the shareowner proposals set forth on pages 44 through 49, if properly presented at the meeting. Shareowners also will transact any other business that may properly come before the meeting. You are eligible to vote if you were a shareowner of record at the close of business on February 25, 2013. Please ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or the Internet, or by completing, signing, dating and returning your proxy form in the enclosed envelope. If you plan to attend the meeting, please follow the advance registration instructions under “Information about Attending the 2013 Annual Meeting and Advance Registration” on page 51 and watch for an admission card in the mail. You will need this card to enter the meeting. We will provide a live webcast of the annual meeting from our Investor Relations website at www.ge.com/investor-relations. Cordially, Jeffrey r. immelt Chairman of the Board Brackett B. denniston iii Secretary...
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... Association Board Meeting A board meeting is a meeting of the directors. Board meetings are an integral part of an Association’s operation. They must be distinguished from a general meeting, which is a meeting of the owner members of the association. These meetings inform the Board of Directors about the current standings of the association. Board meetings are way to discuss any major changes, plan the future, and conduct the routine business of the association on behalf of its owners. There minimum of nine steps necessary to conduct a proper board meeting, but before a meeting can commence, the president must send an agenda to the board. The agenda outlines the flow of the meeting, including points of discussion, presenters, time frames, and time and location of the meeting. It also often distinguishes between new meeting topics and old business. It is important for as many board members to attend the meeting as possible so that they can provide their input and vote on subjects. 1. Call to Order When the board members are present, the president calls the meeting to order. This notifies everyone that the meeting has started and they are conducting official association business. At this point the secretary starts to take notes for the meeting minutes, which are the official notes about the business of the board. These minutes will serve as a record for the owners. 2. Roll Call of Board -- Establishment of Quorum The purpose of the roll call of the board members is to...
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...Issues 1- What was wrong with Mr. Wallingford’s original AR-42 proposal? Should the proposal have been accepted by the Hollandsworth and Axeon boards od firectors? What should Mr. van Leuven do now regarding Mr. Wallingfor’s AR-42 proposal? 2- What, if anything, should be done to prevent issues like this from occurring again? 3- Is construction of the new factory in the U.K. in the best interest of Axeon N.V.? 4- What transfer price would be appropriate supposing the plant were not built and AR-42 was shipped from the Netherlands to the U.K.? 5- What should Mr. van Leuven do? Facts Executive Summary This report presents a case involving problems at a chemical manufacturing firm, Axeon N.V. having grown into a multinational Company, problems have emerged; do to ineffective performance measurement systems and lack of strategic control. The following management report describes and analyses those problems and presents solutions and recommendations. With headquarters in the Netherlands, Axeon N.V. operates three subsidiaries; in the U.K. Scandinavia and Southern Europe. The subsidiaries have considerable autonomy to determine their product mix and the setup of new manufacturing facilities. Case analysis revealed serious defects in the Company's operation resulting from poorly designed performance measurement systems and inefficient strategic control. These defects have led the Company to reward subsidiary managers for focusing solely on their subsidiaries short-term revenue...
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...some to be the finest in the state, and its dining and banquet facilities are highly regarded as well. This reputation is due in part to the commitment by the board of directors of Chestnut Ridge to offer the finest facilities of any club in the area. For example, several negative comments by club members regarding the dining facilities prompted the board to survey members to get their feelings and perceptions of the dining facilities and food offerings at the club. Based on the survey findings, the board of directors established a quality control committee to oversee the dining room and hired a new club manager. Most recently, the board became concerned about the number of people seeking membership to Chestnut Ridge. Although no records are kept on the number of membership applications received each year, the board sensed that this figure was declining. They also believed that membership applications at the three competing country clubs in the area (namely, Alden, Chalet, and Lancaster) were not experiencing similar declines. Because Chestnut Ridge had other facilities, such as tennis courts and a pool, that were comparable to the facilities at these other clubs, the board was perplexed as to why membership applications would be falling at Chestnut Ridge. To gain insight into the matter, the board of directors hired an outside research firm to conduct a study of the country clubs in Elma, Tennessee. The goals of the research were: (1) to outline areas in which Chestnut...
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...Inge G. Thulin Chairman of the Board, President and Chief Executive Officer 9MAR200510093546 March 25, 2015 Dear Stockholder: We are pleased to invite you to attend 3M’s Annual Meeting of Stockholders, which will be held on Tuesday, May 12, 2015, at 10:00 a.m., Central Daylight Time at a new location at the Palmer Events Center, 900 Barton Springs Road, Austin, Texas 78704. Our Electronics and Energy Business Group is headquartered in Austin, Texas and we are excited about having our Annual Meeting in Austin for the second time. We will also provide a live webcast of the meeting. Details regarding admission to the meeting and the business to be conducted are provided in the accompanying Notice of Annual Meeting and Proxy Statement. We will report on Company operations and discuss our future plans. There will also be time for your questions and comments. We sincerely hope you will be able to join us at the Annual Meeting. The fine attendance of our stockholders at annual meetings over the years has been very helpful in maintaining good communication. For information on how to attend the Annual Meeting, or listen to the live webcast, please read ‘‘Annual Meeting Admission’’ on page 1 of the accompanying Proxy Statement. Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote your proxy on the Internet, by telephone, or, if this Proxy Statement was mailed to you, by completing and mailing...
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...2014 ANNUAL REPORT AND PROXY STATEMENT Chipot le Mexican Grill, Inc. 1 401Wynkoop Street, Suite 500 en er, 0 0 arch , 01 5 DEAR FELLOW SHAREHOLDERS: When we set as our mission to change the way people think about and eat fast food, we knew it was a big and dif cult, but ery important, goal n establishing this mission for hipotle, we belie ed that we had a food culture and a people culture that would allow us to create a new fast food model, and unit economics that would enable us to do this in a way that was pro table and that would pro ide outstanding returns to our shareholders hroughout , we ha e seen increasing e idence that our ision is becoming reality idence of hipotle s continued leadership and in uence comes in many forms, from our ongoing uest to make the ery best tasting food we can made with the ery best ingredients and prepared using classical cooking techni ues to the strengthening of our people culture, strengthening of consumer trends that support our business model, our in uence on the category and our performance relati e to the industry as a whole uring the year, in our pursuit for better ingredients we ser ed more esponsibly aised® meat (from animals raised in more humane ways and without the use of antibiotics or added hormones) than any other restaurant company We continued to use dairy products made with milk from pastured dairy cattle We remain committed to our program of using local and organically grown produce whene er possible nd we continued to make...
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