...limitations that may significantly increase the expense, timing and ultimately determine the success of a proxy contest * provisions in a company's constituent documents, loan agreements, employment agreements and other material contracts should also be reviewed to determine whether there are change of control or similar provisions and the cost to the company in the event of success. 4. Whether to team up with other shareholders especially institution * Less effective since entity initiating a proxy contest usually does not have majority voting power by themselves and need the voting power of other shareholders. * To gain more power, proxies can also borrow votes by buying shares from other shareholders in return for options which entitle them to purchase the shares back at a lower price than the proxy bought. * In effect the loss the proxy makes is the cost of using their vote. Explain the free rider problem and discuss how this barrier could be overcome. * The proxy who is amassing all votes required to shake up the management usually is the one spending all the money and resources to fight management while other shareholders simply relax and benefit from the result at the end. * That is why large shareholders rather than small individual shareholders have sufficient incentives and resources to initiate proxy fights. Increase chance of successful proxy contest. 1. Identify burning...
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...According to the case analysis, the judiciary has determined that Mr. Whitlam had violated three section 232 (6), 232 (2) and 250 A) of the Australian corporation Act 2001 by his negligence in endorsing the official papers of the poll in regards to the meeting. As per the decision made by the board committee. Mr. Whitlam was elected as the proxy vote upon the resolution 6. The court had found out that he had breached section 181910 of the Corporation Act 2001. It was later discovered during the period of revision of minute of a board meeting that was conducted by NIGL insurance company. Nevertheless, the court came to know that Mr. Whitlam had not acted dishonestly throughout the revision of minute meeting. Under the section 1317s920 Act, a discretion was deliberated and exercised in order to make Mr. Whitlam relief entirely from the breach of the liability....
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...of the Selected Company….……... 3 2.1 Facebook ………………………...………………………………........................ 3 2.2 Commonwealth Bank of Australia.……………………………………………. 7 2.3 Tesco ………………………………………………………………………….......9 2.4 Tata Motors …………………………………………………………………......11 2.5 Fast Retailing ………..……………………………………………………….....13 3. Conclusion……………………………………………………………………………....17 Appendix .…………………………………………………………………………………. 18 Bibliography ……………………………………………………………………………… 23 Executive Summary The need for solid and sound corporate governance practice has become increasingly important in recent years, as the recent high profile corporate collapses (Enron, OneTel) are related to poor governance structure. The Corporate Governance Assessment Model attached in the appendix outlined five significant factors that can assist in determining the level of corporate governance of the selected firms. These include: * Appropriate Board Structure And Composition * Management Compensations * Integrity in Financial Reporting * Effective Risk management * Corporate Social Responsibility Selected companies are likely to have a well-established corporate governance system if the selected companies achieve high ratings in these corporate governance factors. This report will apply these five factors to each corporation including Commonwealth Bank of Australia, Fast Retailing Co. ltd, Facebook, Tesco Plc. and Tata Motors Ltd. Based on our evaluation, selected companies have failed...
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...Corporate Governance Blueprint 2011 Towards Excellence in Corporate Governance Suruhanjaya Sekuriti Malaysia 3 Persiaran Bukit Kiara Bukit Kiara 50490 Kuala Lumpur Malaysia Tel: 603-6204 8000 Fax: 603-6201 5078 www.sc.com.my Copyright © July 2011 Securities Commission Malaysia All rights reserved. No part of this publication may be reproduced, stored in or introduced into a retrieval system, or transmitted in any form or by any means (graphical, electronic, mechanical, photocopying, recording, taping or otherwise), without the prior written permission of the Securities Commission Malaysia. Perpustakaan Negara Malaysia Corporate governance blueprint 2011 : towards excellence in corporate governance Bibliography : p. 77 ISBN 978–983–9386–67–7 1. Corporate governance--Malaysia. 2. Industrial management. 1. Suruhanjaya Sekuriti Malaysia. 658.4009595 Cataloguing-in-Publication Data This book is printed using eco-friendly recyclable and bio-degradable paper CONTENTS FOREWORD BY MINISTER OF FINANCE II, MALAYSIA MESSAGE FROM CHAIRMAN OF THE SECURITIES COMMISSION MALAYSIA INTRODUCTION CHAPTER 1 v vii 1 5 SHAREHOLDER RIGHTS CHAPTER 2 13 ROLE OF INSTITUTIONAL INVESTORS CHAPTER 3 21 THE BOARD’S ROLE IN GOVERNANCE – – – – ROLES AND RESPONSIBILITIES INDEPENDENCE OF THE BOARD COMPOSITION OF THE BOARD COMMITMENT OF BOARD MEMBERS 43 CHAPTER 4 DISCLOSURE AND TRANSPARENCY CHAPTER 5 53 ROLE OF GATEKEEPERS AND INFLUENCERS CHAPTER 6 61 PUBLIC AND...
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...FINS3626 Group Assignment Evaluation of BBG, DJS, TEN, EWC Executive Summary Phenomenal growth of interest in corporate governance has emerged in recent years. The body of literature on the subject has grown markedly in response to successive waves of large corporate failures. Furthermore, there have been numerous attempts to define what constitutes ‘good corporate governance’ and to provide guidelines in order to enhance the quality of corporate governance. It must, however, be acknowledged that while everyone advocates and wants corporations to maintain ‘good corporate governance’, measuring the quality of corporate governance structures of the Australian companies has been, at best, very difficult. The major contribution of this report is to develop a simple and effective measurement model to rate the corporate governance structures of four companies. In effect, this report hopes to shed light on factors that should be taken into account in order to make sound investment decisions. The report concludes that David Jones would be the best investment decision amongst the four companies. The rest of the report is structured as follows. Section 1 details our ‘Corporate Governance Assessment Model’, comprising of six governance-related factors and associated measures. Section 2 outlines our assessment of the corporate governance quality of each of the four companies, as well a brief description of the company. Section 3 shows our firm’s conducted comparison of the four...
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...Notice of 2013 ANNuAl MeetiNg ANd Proxy stAteMeNt April 24, 2013 New orleans, louisiana Notice of 2013 ANNuAl MeetiNg of sHAreoWNers Time and Date: 10:00 a.m. central time, April 24, 2013 Location: ernest N. Morial convention center, 900 convention center Blvd., New orleans, lA 70130 March 13, 2013 Dear Shareowners: You are invited to attend General Electric Company’s 2013 Annual Meeting of Shareowners to be held at the Ernest N. Morial Convention Center, 900 Convention Center Blvd., New 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...
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...Since they were issued in 1999, the OECD Principles of Corporate Governance have gained worldwide recognition as an international benchmark for good corporate governance. They are actively used by governments, regulators, investors, corporations and stakeholders in both OECD and non-OECD countries and have been adopted by the Financial Stability Forum as one of the Twelve Key Standards for Sound Financial Systems. The Principles are intended to assist in the evaluation and improvement of the legal, institutional and regulatory framework that influences corporate governance. They also provide guidance for stock exchanges, investors, corporations, and others that have a role in the process of developing good corporate governance. The Principles should be viewed as a living document. This revised version takes into account developments since 1999 and includes several important amendments. The revision has benefited greatly from extensive public consultations. This revised version of the OECD Principles was agreed by the OECD member countries on 22 April 2004. For any comments, questions or suggestions concerning the OECD Principles of Corporate Governance, please contact the Corporate Affairs Division of the OECD at: corporate.affairs@oecd.org. For more information about the OECD’s work in the area of corporate governance and the OECD Principles, visit: www.oecd.org/daf/corporate/principles. OECD's books, periodicals and statistical databases are now available...
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...The campaign for suffrage - a historical background Today, all British citizens over the age of eighteen share a fundamental human right: the right to vote and to have a voice in the democratic process. But this right is only the result of a hard fought battle. The suffrage campaigners of the nineteenth and early twentieth century struggled against opposition from both parliament and the general public to eventually gain the vote for the entire British population in 1928. ------------------------------------------------- Who took part in the campaign? The first women's suffrage bill came before parliament in 1870. Soon after its defeat, in 1897, various local and national suffrage organisations came together under the banner of the National Union of Women's Suffrage Societies (NUWSS) specifically to campaign for the vote for women on the same terms 'it is or may be granted to men'. The NUWSS was constitutional in its approach, preferring to lobby parliament with petitions and hold public meetings. In contrast, the Women's Social and Political Union (WSPU), formed in 1903, took a more militant view. Almost immediately, it characterised its campaign with violent and disruptive actions and events. Together, these two organisations dominated the campaign for women's suffrage and were run by key figures such as the Pankhurstsand Millicent Fawcett. However, there were other organisations prominent in the campaign, including the Women's Freedom League (WFL). These groups were often...
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...transactions material contracts use of proceeds shareholders’ information disclosure note notice of annual general meeting proxy form corporate information board of directors Mr. Joseph Yuvaraj Pillay Independent Director and Chairman Mr. Koay Peng Yen Executive Director and Group Chief Executive Officer Mr. de Vaz Don Emmanuel Maurice Rosairo Independent Director Ms. Rachel Eng Yaag Ngee Independent Director Mr. Hsieh Fu Hua Independent Director Mr. Lang Tao Yih Arthur Independent Director Mr. Lee Chong Kwee Independent Director Mr. Po’ad Bin Shaik Abu Bakar Mattar Independent Director Mr. Yap Chee Keong Independent Director Capt. Gerard Yeap Beng Hock Non-Independent Director remuneration committee Mr. Hsieh Fu Hua (Chairman) Mr. de Vaz Don Emmanuel Maurice Rosairo Ms. Rachel Eng Yaag Ngee Mr. Joseph Yuvaraj Pillay Mr. Yap Chee Keong risk management committee Mr. Joseph Yuvaraj Pillay (Chairman) Mr. Hsieh Fu Hua Mr. Lang Tao Yih Arthur Mr. Po’ad Bin Shaik Abu Bakar Mattar Capt. Gerard Yeap Beng Hock company secretary Ms. Joyce Fong registered office 17 Changi Business Park Central 1 #04-06/09 Honeywell Building Singapore 486073 Telephone number: +65 6422 2200 Facsimile number: +65 6422 2310 audit committee Mr. Po’ad Bin Shaik Abu Bakar Mattar (Chairman) Mr. de Vaz Don Emmanuel Maurice Rosairo Mr. Lee Chong Kwee Mr. Yap Chee Keong bankers Australia and New Zealand Banking Group Limited DBS Bank Ltd Standard Chartered Bank United Overseas Bank Limited Westpac...
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...A N N U A L R E P O R T 2 0 1 4 Contents 2 6 7 9 14 15 18 20 22 82 85 NOTICE OF ANNUAL GENERAL MEETING CORPORATE INFORMATION PROFILE OF DIRECTORS STATEMENT ON CORPORATE GOVERNANCE OTHER INFORMATION AUDIT COMMITTEE REPORT CHAIRMAN’S STATEMENT FINANCIAL HIGHLIGHTS FINANCIAL STATEMENTS ANALYSIS OF SHAREHOLDINGS LIST OF PROPERTIES PROXY FORM NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Twenty-Fifth Annual General Meeting of the Company will be held at Mauna Lani A Room, Holiday Inn Kuala Lumpur Glenmarie, 1 Jalan Usahawan U1/8, 40250 Shah Alam, Selangor Darul Ehsan on Tuesday, 21st October 2014 at 9:30 a.m. for the following purposes:AGENDA 1. To table the Audited Financial Statements for the nancial year ended 30 June 2014 together with the Reports of the Directors and Auditors thereon. To approve the declaration of a nal 30 June 2014. dividend of 9% for the nancial year ended (Please refer to Note A) (Resolution 1) 2. 3. 4. To approve the Directors’ fees for the nancial year ended 30 June 2014. To re-elect the following Directors who retire in accordance with the Company’s Articles of Association :i) ii) iii) Madam Khoo Yok Kee (Article 73) Mr. Arnold Kwan Poon Keong (Article 73) Mr. Chiu Wei Wen (Article 73) (Resolution 2) (Resolution 3) (Resolution 4) (Resolution 5) (Resolution 6) 5. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors...
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...2011 Annual Report Notice of Annual Meeting and Proxy Statement We bring easy to your office. Staples is the world’s largest office products company and y a trusted source for office solutions. The company proy Revenue Mix2 2008 2007 2009 North American Delivery North American Retail vides products, services and expertise in office supplies, copy & print, technology, facilities and breakroom, and furniture. Staples invented the office superstore concept in 1986 and has annua sales Revenues ($B)1 2007 2008 2009 2010 2011 2010 2011 Diluted Earnings Per Share 3 in the world in eCommerce sales. With 88,000 associates worldwide, Staples operates in 26 countries throughout North and South America, Europe, Asia and Australia, making it easy for businesses y r of all sizes and consumers. f The company is headquartered outside Boston. More information about Staples (Nasdaq: SPLS) is available at www.staples.com/media. Cash Flow Generation ($M) of $25 billion, ranking second f Operating Cash Flow 2007 As Adjusted 2007 2008 2009 2010 2011 2008 2009 2010 2011 Free Cash Flow Capita Expenditures 2007 2008 2009 2010 2011 Stores Open at Fiscal Year End 2007 Dividends Per Share 2008 2009 2010 2011 1 2 2008 revenues include $4.2 billion of revenues from Corporate Express for the period July 2008–January 2009. f 2008 revenue mix includes $2.3 billion of North American Delivery...
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...executive officer compensation; (3) to consider and act upon a proposal for the approval of the amendment and restatement of the Newpark Resources, Inc. 2006 Equity Incentive Plan; (4) to consider and act upon a proposal for the approval of an amendment to the 2008 Employee Stock Purchase Plan to increase the employee discount from 5% to 15%; and (5) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2013. These items are described fully in the Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement. Whether or not you plan to attend the Annual Meeting, it is important that you study carefully the information provided in the Proxy Statement and vote. Please promptly vote your shares by telephone, by the internet or, if the Proxy Statement was mailed to you, by marking, signing, dating and returning the proxy card in the prepaid envelope so that your shares can be voted in accordance with your wishes. Sincerely, PAUL L. HOWES President and Chief Executive Officer NEWPARK RESOURCES, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2013 To the Stockholders of Newpark Resources, Inc.: The Annual Meeting of Stockholders of Newpark Resources, Inc., a Delaware...
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...23 Consolidation: controlled entities ACCOUNTING STANDARDS IN FOCUS LEARNING OBJECTIVES IFRS 10 Consolidated Financial Statements After studying this chapter, you should be able to: 1 explain the meaning of consolidated financial statements 2 discuss the meaning and application of the criterion of control 3 discuss which entities should prepare consolidated financial statements 4 understand the relationship between a parent and an acquirer in a business combination 5 explain the differences in disclosure requirements between single entities and consolidated entities. CHAPTER 23 Consolidation: controlled entities Prepared for Rotterdam School of Management 429 813 INTRODUCTION The purpose of this chapter is to discuss the preparation of a single set of financial statements, referred to as the consolidated financial statements. The preparation of consolidated financial statements involves combining the financial statements of the individual entities in a group so that they show the financial position and financial performance of the group of entities, presented as if they were a single economic entity. The first issue covered in this chapter is the determination of which entities are required to prepare consolidated financial statements. This involves a discussion of the criterion for consolidation and its application to economic situations. The second issue in this chapter is the accounting procedures for preparing the consolidated financial...
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...denominated deposit at a London bank is called _____. A. eurodollars B. LIBOR C. fed funds D. banker's acceptance 5. Money market securities are sometimes referred to as "cash equivalent" because _____. A. they are safe and marketable B. they are not liquid C. they are high risk D. they are low denomination 6. The most actively traded money market security is A. Treasury bills B. Bankers' Acceptances C. Certificates of Deposit D. Common stock 7. ______ voting of common stock gives minority shareholders the most representation on the board of directors. A. Majority B. Cumulative C. Rights D. Proxy 8. An investor in a T-bill earns interest by _________. A. receiving interest payments every 90 days B. receiving dividend payments every 30 days C. converting the T-bill at maturity into a higher valued T-note D. buying the bill at a discount from the face value received at maturity 9. ______ would not be included in the EAFE index. A. Australia B. Canada C. France D. Japan 10. _____ is considered to be an emerging market country. A. France B. Norway C. Brazil D. Canada 11. Which one of the following is a true statement? A. Dividends on preferred stocks are tax-deductible to individual investors but not to corporate investors B. Common dividends cannot be paid if preferred dividends are in arrears on...
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...Financial Highlights (In millions, except for per share amounts) Year-end 2011 2010 % B/(W) change Company sales Franchise and license fees and income Total revenues Operating Profit Net Income – Yum! Brands, Inc. Diluted Earnings Per Common Share before Special Items Special Items Earnings Per Common Share (a) (a) $ 10,893 1,733 $ 12,626 $ $ $ $ $ 1,815 1,319 2.87 (0.13) 2.74 2,170 $ 9,783 1,560 11 11 11 3 14 14 NM 15 10 $ 11,343 $ $ $ $ $ 1,769 1,158 2.53 (0.15) 2.38 1,968 Reported Diluted Earnings Per Common Share Cash Flows Provided by Operating Activities (a) See page 23 of our 2011 Form 10-K for further discussion of Special Items. Contents Dear Partners..................................................................................... 1 China and A Whole Lot More .......................................................2–5 Improving US Brand Positions .................................................... 6-7 Core Strategies ...................................................................................... 8 Business Model...................................................................................... 9 Taking People With You ..................................................................... 10 ABOUT THE PAPER USED FOR THIS REPORT The inks used in the printing of this report contain an average of 25% - 35% vegetable oils from plant derivatives, a renewable resource. They replace petroleum based inks as an effort to also reduce...
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