...REPORT OF THE COMMITTEE ON 0 0 THE F INANCIAL A S P E C T S OF C ORPORATE G OVERNANCE 1 DE C E M B E R 1992 0 0 REPORT OF THE COMMITTEE ON 0 0 THE F INANCIAL A S P E C T S OF C ORPORATE G OVERNANCE 0 1992 The Committee on the Financial Aspects of Corporate Governance and Gee and Co. Ltd. Reproduction of this publication in whole or in part is unrestricted for internal communications within a given organisation. It is otherwise subject to permission which will not be refused but will attract a reasonable reproduction charge. A leaflet is available from the Publishers setting out full details of the level of the charge and when it is applicable. First published December 1992 ISBN 0 85258 913 1 (Report) ISBN 0 85258 915 8 (Report with Code of Best Practice) Gee (a division of Professional Publishing Ltd) South Quay Plaza 183 Marsh Wall London El4 9FS Freephone: (0800) 289520 Fax: (071) 537-2557 Printed in Great Britain by Burgess Science Press. Queries and correspondence relating to the report should be addressed to: The Secretary Committee on the Financial Aspects of Corporate Governance Up to 31 Decemher~ 1992 P.O. Box 433 Moorgate Place London EC2P 2BJ Tel: (07 I) 628-7060 ext.2565 Fax: (071) 6281874 From 1 Ja/rrrar~y 1 9 9 3 c/o The London Stock Exchange L o n d o n EC2N IHP Tel: (071) 797-4575 Fax: (071) 4.1~0:6822 Additional copies of the report may be obtained from: Gee (a division of...
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...PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2013 ____________________ AVAYA INC. (Exact Name of Registrant as Specified in its Charter) ____________________ Delaware (State or Other Jurisdiction of Incorporation) 001-15951 (Commission File Number) 22-3713430 (IRS Employer Identification Number) 4655 Great America Parkway Santa Clara, California (Address of Principal Executive Office) Registrant’s telephone number, including area code: (908) 953-6000 N/A (Former Name or Former Address, if Changed Since Last Report) 95054 (Zip Code) ____________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o o o o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ________________________________________________________________________________________________ Item. 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Elections The shareholder...
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...SU S AIN T ABI LI I M PA C T E EC ON OMIC S O CI A L & EN D R . R E D D Y ’ S L A B O R AT O R I E S L I M I T E D | A N N U A L R E P O R T | 2 0 0 9 – 1 0 RO VI V NM EN TA L • T Y • TI SI PO C R E AT I N G A C ONTENTS 24 MANAGEMENT DISCUSSION AND ANALYSIS 42 BOARD OF DIRECTORS 45 MANAGEMENT COUNCIL 72 DIRECTORS’ REPORT 2 CHAIRMAN’S LETTER 46 CORPORATE GOVERNANCE 89 IGAAP STANDALONE FINANCIALS 4 KEY HIGHLIGHTS 60 ADDITIONAL SHAREHOLDERS’ INFORMATION 70 FIVE YEARS AT A GLANCE 141 IGAAP CONSOLIDATED FINANCIALS 6 THE DNA OF SUSTAINABILITY 187 EXTRACT OF IFRS CONSOLIDATED FINANCIALS 190 STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 191 INFORMATION ON THE FINANCIALS OF SUBSIDIARY COMPANIES 192 NOTICE OF ANNUAL GENERAL MEETING 14 HUMAN RESOURCES 71 RATIO ANALYSIS 16 SAFETY, HEALTH AND ENVIRONMENT 18 CORPORATE SOCIAL RESPONSIBILITY 2 | S U S TA I N A B I L I T Y — C R E AT I N G A P O S I T I V E E C O N O M I C , S O C I A L A N D E N V I R O N M E N TA L I M PA C T CHAIRMAN’S LETTER 2009-10 has been a satisfactory year for your Company. Let me start with the financial results. Consolidated revenues for 2009-10 was Rs. 70,277 million. Excluding revenues from sumatriptan — your Company’s Authorized Generic version of Imitrex® which was launched in 2008-09 — revenue grew by 9%. In US dollar terms, 2009-10 revenue was US$ 1.56 billion. I am...
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...Priorities are not being enforced unless project and functional managers can’t agree on the allocation and distribution of resources. The R&D director doesn’t agree with the new computer system so Dan’s, the computer PM, project is given a low priority. There are currently two proposals pending and could be won by Kent Corp provided the new computer model is available for use. Kent Corp is capable of handling 100 projects simultaneously but this system creates a continual reshuffling of resources. Question 2. How would you sum up the situation at Kent and attack the problem? Kent is a large corporation that can handle several different projects at once but they should consider reducing the number of projects by 10-15%. The reduction of work in progress would reduce the burden on resources. Priorities need to be enforced across the board and an independent committee needs to be formed to decide on the priority listing for the company. This would eliminate any potential biases coming from various department heads. Currently the R&D director is the only employee not on board with the new computer system and he has the ability to assign a low priority to the project. No one employee should be able to independently decide the fate of one project that is important to the rest of the company. Upper management needs to have a meeting with R&D and explain the importance of the new system to the company. The government sponsored the computer project with $750,000 and now has a...
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...CONTE N T S CHAI R M A N ’ S LETTE R DEAR SH AREH OL DERS FY2012 has been a good year for your Company. The key financial results were: ¥ Consolidated revenues increased by 30% to Rs. 96.7 billion in FY2012. ¥ Earnings before interest, taxes, depreciation and amortization (EBITDA)1 rose by 55% to Rs. 25.4 billion. ¥ Profit after Tax (PAT)2 grew by 45% to Rs. 15.3 billion. ¥ Diluted Earnings per Share (EPS) increased from Rs. 64.9 in FY2011 to Rs. 83.8 in FY2012. I am particularly delighted by four developments. First, your Company succeeded in yet another blockbuster generic launch in the USA under 180days marketing exclusivity. Dr. Reddy’s launched olanzapine 20 mg tablets, the generic version of the brand Zyprexa®. Olanzapine is used to treat schizophrenia and bipolar disorder. This product has added around USD 100 million to your Company’s revenues for FY2012. Second, the biosimilars business continues along its impressive growth path. In my letter to you last year, I had discussed the critical importance of developing biosimilars in the years to come. I am happy to note that your Company’s global biosimilars business grew by 45% over last year and recorded sales of USD 26 million. Today, the biosimilars portfolio of Dr. Reddy’s constitutes (i) filgrastim, (ii) peg-filgrastim, (iii) rituximab and (iv) darbepoetin alfa, which have commercial presence in 13 countries among emerging markets. These are helping to treat patients suffering from cancer — and at prices that...
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...GOVERNANCE – AN INTRODUCTION CORPORATE GOVERNANCE – MORE DETAILED AREAS AGENCY THEORY AND TRANSACTION COST THEORY GOVERNANCE IN DIFFERENT COUNTRIES AND ORGANISATIONS RISK MANAGEMENT INTERNAL CONTROL SYSTEMS STAKEHOLDER THEORY AND CSR BUSINESS ETHICS THE PROFESSIONAL ACCOUNTANT 5 7 21 29 35 49 61 69 e o bo k 0 s2 0 .bl 0 o p gs o t.c o m 81 93 www.studyinteractive.org ebooks2000.blogspot.com 3 eb o s ok 2 0 00 .b s log p o t.c o m 4 ebooks2000.blogspot.com www.studyinteractive.org Introduction to the paper eb o s ok 2 0 00 .b s log p o t.c o m www.studyinteractive.org ebooks2000.blogspot.com 5 IN T R O D U C T I O N T O T H E P A P E R AIM OF THE PAPER The aim of the paper is to apply relevant knowledge, skills and exercise professional judgement in carrying out the role of the accountant relating to governance, internal control, compliance and the management of risk within an organisation – in the context of an overall ethical framework. OUTLINE OF THE SYLLABUS 1. 2. 3. 4. Governance and...
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...SAINT MARRY SCHOOL OF GRADUATES Department of project management TABLE OF CONTENTS PAGES 1. INTRODUCTION 1 2. AS-IS ANALYSIS OF THE PROJECT 1 3. SWOT ANALYSIS 3 4. EVALUATION OF BLUE SPIDER PROJECT MANAGEMENT 7 4.1. BLUE SPIDER PROJECT 7 4.1.1. Project with strategic emphasis 7 4.1.2. Project management without strategic emphasis 9 4.1.3. Approach of blue spider project 10 4.2. PC AS POO 13 4.2.1. Concept of POO 13 4.2.2. Processes of the Project-Oriented Organization (POO) 15 4.2.3. What Parks Corporation (PC) should do to become a modern POO? 17 5. CONCLUSION AND RECOMMENDATION 20 5.1. CONCLUSION 20 5.2. RECOMMENDATION 23 6. REFERENCE 27 1. INTRODUCTION Project Management deals with the planning, organizing, directing and controlling of company resources for short-term objective which is established to complete specific goals and objectives. It is cross functional teams that are assembled to achieve a specific purpose are the bases of project management. Projects are accomplished usually in specific time and within limited budget. The aim of projects is to produce deliverables. These deliverables which are measurable, tangible outputs come either at the completion or end of life-cycle phase of the project. A person who is assigned as the project manager may very well be assigned based upon the size, nature and scope of...
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...independent distribution partners, LINDT products are in the meantime available nearly all around the globe. To ensure an impressive presentation of the LINDT product variety and to grant our loyal chocolate lovers an extraordinary shopping experience, increased investments have been made in the past years for the expansion of the LINDT retail department. For this reason, we will take you in this annual report on a journey, starting in New York, with stopovers in Zurich, Tokyo, Sydney and San Francisco where we will show you some impressions of selected worldwide LINDT Boutiques, Shops and Chocolate Cafés. We look forward to welcoming you during your next trip in one of our stores. K e y F i n a n c i a l data A n n uA L r e p o rt 2011 InCOME STATEMEnT 2011 2010 Change in % Sales EBITDA in % of sales EBIT in % of sales net income in % of sales Operating cash flow in % of sales CHF million CHF million % CHF million % CHF million % CHF million % 2,488.6 421.9 17.0 328.7 13.2 246.5 9.9 345.4 13.9 2,579.3 423.3 16.4 325.3 12.6 241.9 9.4 363.7 14.1 – 3.5 – 0.3 1.0 1.9 – 5.0 BALAnCE SHEET 2011 2010 Change in % Total assets Current assets in % of total assets non-current assets in % of total assets non-current liabilities in % of total assets Shareholders’ equity in % of total assets Investments in PPE / intangible assets in % of operating cash flow CHF million CHF million % CHF million % CHF million % CHF million % CHF million % 2,516...
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...Limited Allied Nippon Limited Alpha Drivers R and D Center Alpha Drivers R and D Center AMW Motors Limited AMW Motors Limited AMW Motors Limited AMW Motors Limited AMW Motors Limited Andhra Pradesh State Road Transport Corporation Andhra Pradesh State Road Transport Corporation Andhra Pradesh State Road Transport Corporation Anhui Jianghuai Automobile Corporation Limited (JAC Motors) Anhui Jianghuai Automobile Corporation Limited (JAC Motors) Anhui Jianghuai Automobile Corporation Limited (JAC Motors) Anhui Jianghuai Automobile Corporation Limited (JAC Motors) Arai Arai Ashok Leyland Limited Ashok Leyland Limited Manish PADHARIA Pankaj GAUTAM Shibu APPUNNI Shekhar DRAVID Anand PATIL Devender KUMAR N C AGARWAL David JACKSON Suresh WILLIAMS Anurag KHARGONKAR Dhananjay KALE Jitendra JASANI Shamprasad PONKSHE Vivek SONAR K Chandra SEKHAR K Venkat RAO S Ravindra BABU Henry XIA Jack ZHANG Jina KANG Jina KANG D J KULKARNI M R SARAF Hitesh SHARMA Nitin KARULKAR Managing Director Area Manager Assistant Manager – Business Development Vice President - Business Development Assistant General Manager - Marketing General Manager (Marketing) President and Chief Executive Officer Director Business Development, Transport SBU Director (Marketing and Development) Vendor Development Deputy Manager Assistant General Manager Executive Vice President Senior General Manager Chief Mechanical Engineer Works Manager Chief Mechanical Engineer Sales Director Sales Manager Regional Manager Regional...
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...Internal audit’s role in modern corporate governance Thought leadership series Risk and Advisory Services Internal audit’s role in modern corporate governance Recent events have highlighted the critical role of boards of directors in promoting good corporate governance. In particular, boards are being charged with ultimate responsibility for the effectiveness of their organisations’ internal control systems. An effective internal audit function plays a key role in assisting the board to discharge its governance responsibilities. Yet how does the board – and its audit committee – satisfy itself that internal audit is functioning effectively and efficiently? The board’s responsibility for internal controls Through working with a broad range of organisations in Hong Kong and internationally, KPMG has identified a number of best practices in relation to the role played by the board audit and/or risk management committees. s Recent events have highlighted the critical role of boards of directors in s s s s s s s Assessing the scope and effectiveness of the systems established by management to identify, assess, manage and monitor the various risks arising from the organisation’s activities. Ensuring senior management establishes and maintains adequate and effective internal controls. Satisfying itself that appropriate controls are in place for monitoring compliance with laws, regulations, supervisory requirements and relevant internal policies....
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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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...80 C 28882.75 3657.14 8724.50 63723.19 1125.00 18127.95 19252.95 33697.71 3344.52 6746.50 63041.68 II APPLICATION OF FUNDS 1 Fixed Assets (a) Gross Block (b) Less : Depreciation (c) Net Block (d) Capital Work-in-Progress 2 Investments 3 Current Assets, Loans and Advances (a) Inventories (b) Sundry Debtors (c) Cash and Bank Balances (d) Loans and Advances D 74638.12 24832.66 49805.46 772.94 E 50578.40 1019.05 74233.81 21571.33 52662.48 132.99 52795.47 819.05 F G H I 4780.97 4497.24 9168.22 4262.96 22709.39 6844.56 4903.15 6440.94 3057.32 21245.97 Less : Current Liabilities and Provisions (a) Liabilities (b) Provisions Net Current Assets Total J 9796.54 787.11 10583.65 12125.74 63723.19 11358.14 460.67 11818.81 9427.16 63041.68 Note : Schedules ‘A’ to ‘J’ and Notes in Schedule ‘T’ form an integral part of this Balance Sheet. Vide our report of date attached For SURI & CO., Firm Regn. No. 004283S S Swaminathan Membership No.20583 Partner Chartered Accountants For Messrs S VISWANATHAN Firm Regn. No. 004770S Chella K Srinivasan Membership No.23305 Partner Chartered Accountants N GOPALARATNAM Chairman and Managing Director ARUN G BIJUR R V GUPTA Dr S NARAYAN V SRIDAR Directors K S KASI VISWANATHAN Deputy Managing Director Chennai May 29, 2010 V PICHAI Director (Finance) & Secretary 43 SESHASAYEE PAPER AND BOARDS LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH 2010 Schedule Year ended 31-3-2010 Rs lakhs Rs lakhs Year ended 31-3-2009...
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...GROUP II ROLE: MRS. KELLER - ___________________________ MR. KELLER - _________________________ DOCTOR - ___________________________ DIRECTOR ANAGNOS - ___________________________ ANNE SULLIVAN - ___________________________ HELEN KELLER - ________________________ SCRIPT: On June 27, 1880, a girl named Helen Adams Keller, a very well-knowned writer, was born in Tuscumbia, Alabama, in a white, frame cottage called “Ivy Green.” Her parents were captain Arthur Henley Keller and Kate Adams Keller. (Helen is two years old. Mrs. Keller enters the bedroom) MRS. KELLER: Helen, wake up, sweety!. It’s a beautiful day!. (she tries to wake her up, but Helen doesn’t open her eyes. Mrs. Keller touches Helen’s forehead) MRS. KELLER: Helen, what’s wrong?. Wake up!. Oh, no you have a high temperature!. (Mr. Keller enters the bedroom) MR. KELLER: What’s wrong?. Why are you yelling?. MRS. KELLER: It’s Helen, she’s burning!. MR. KELLER: Again?. MRS. KELLER: I thought she was better, but the temperature is back. MR. KELLER: I think we have waited too long. I’ll send someone for the doctor. (Mr. Keller leaves. A few minutes later he comes back with the doctor. The doctor approaches Helen and starts to examine her. Mrs. Keller and Mr. Keller look worried) MRS. KELLER: What’s wrong with her, doctor?. DOCTOR: First tell me, how much time did you wait before calling me?. MRS. KELLER: Well, I noticed that she was sick about two or three weeks ago, but the temperature disappeared, that’s...
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...By Laws Unlike Articles of Incorporation, Bylaws do not need to filed with the state. However, Bylaws are an important document that lays out how the cooperative is to be governed. The governing body (whether it consists of an elected Board of Directors or all members of a collective[1]) must abide the Bylaws. Typically, a cooperative’s Bylaws can only be changed by a democratic vote (or in some cases, consensus [2]) of the membership. For this reason, cooperatives usually limit their Bylaws to fundamental governance-level issues. More specific operational procedures may be documented in policy manuals or handbooks, which can be changed as needed by Directors, (co-)managers, committee members, staff, or other bodies using approved decision-making processes. Bylaws are organized into sections, and most sections are broken up into subsections. In this document, only the lengthier sections are broken up into subsections for ease of reading. However, shorter sections can benefit from being broken down as well. Bylaws can be easily referenced when numbers or letters are assigned to sections and subsections. ------------------------------------------------- Cooperative Bylaws should include: I. Mission, purpose, and legal structure This section often includes the cooperative’s mission statement, vision statement, or stated purpose.[3] This is also a good place to restate the information outlined in the Articles of Incorporation. The Bylaws should agree...
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...Table of contents 1. INTRODUCTION ✓ History ✓ Mission ✓ Company Strategies 2. CORPORATE GOVERNANCE ✓ Responsible of the board ✓ Board structure and members ✓ Board meeting ✓ Other board and governance matter 3. EXTERNAL ANALYSIS ✓ Issue priority matrix ✓ Porter’s 5 forces ✓ Industry matrix ✓ PEST analysis ✓ Competition analysis ✓ Opportunity / threats analysis ✓ EFAS 4. INTERNAL ANALYSIS ✓ Company structure ✓ Company capabilities ✓ Core competencies ✓ Distinctive competencies ✓ Corporate value chain ✓ company resources ✓ Strengths and Weaknesses ✓ IFAS 5. STRATEGIES ALTERNATIVES AND RECOMMENDED STRATEGY ✓ SFAS ✓ TOWS ✓ Strategies Alternatives ✓ Strategies recommendation 6. Implementation ✓ Corporate & business strategies ✓ Functional strategies 7. EVALUATION AND CONTROL ✓ Establishment of Standards ✓ Evaluation of Performance Jim Barton and Mike Ramsay were the founders of TiVo inc. both founders were working at silicon graphics and were very much involved in entertainment industry .Jim Barton was involved with an on demand video system. Mike Ramsay was responsible for products that...
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