... Issues, and Controversies in Corporate Governance and Leadership S T A N F O R D C L O S E R L OO K S E R I E S stanford closer look series 1 Tesla Motors: The Evolution of Governance From Inception to IPO Tesla Motors In June 2010, Tesla Motors raised over $225 million in an initial public offering that valued the electric car manufacturer at $2 billion. It was the first time a U.S. automobile company went public since Ford Motor in 1956. The evolution of Tesla—first incorporated in 2003 by engineers Martin Eberhard and Marc Tarpenning—in some ways has been unique, given the nature of its business. Unlike many venturebacked companies, Tesla requires significant physical capital and plant and equipment for growth. Almost all aspects of its operations—from concept design and development to mass production—are capital intensive. As a result, Tesla has had to seek multiple rounds of external financing since its inception. In addition, the company’s operations are highly complex. The development of an electric car requires expertise in battery technology, automobile design, manufacturing design, and supply chain management. Overseeing this level of complexity places significant demands on company leadership. Finally, the company is attempting to disrupt an established industry in which its competitors have considerable advantages in terms of size and position. And yet like most companies, both private and public, Tesla has also faced its share of organizational ...
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...where a company puts a process in place, charismatic CEOs tend to be domineering in their choice of a successor. In other cases, charismatic CEOs die on the job, thereby making the transition shaky. Although this article delves into the open literature for insights, it also uses a case study to drive home the point that charismatic CEOs’ approach to succession planning is flawed. The challenges of succession planning are truer today than ever. Indeed, the abrupt departures of two important charismatic CEOs – Charles Prince of Citygroup and Stanley O’Neal of Merrill Lynch – in the aftermath of the 2008 financial crisis, which fetched these firms colossal losses have made scholars to beam their searchlight on this neglected aspect of corporate governance. The nonchalance with the way some CEOs handle the process of succession planning not only puts their companies in jeopardy, but also signposts a major criterion on which outgoing CEOs and their executive board members will be evaluated. Before we proceed, we will issue a caveat: the practice of succession planning runs ahead of the theoretical understanding of the process. In fact, in the course of this research, we did not come across a single work on charismatic leaders. However, we did come across pockets of literature on CEOs and succession planning. It is from these literature and articles from reputable magazines like the Economist, Forbes and the Wall Street Journal that we extrapolated our...
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...September 31, 2014 Introduction Every year or so we hear about big corporate accounting scandals, most of which originate in the United States. “Corporate malfeasance has earned a place among the defining themes of the last decade-and-a-half, helping give birth to the present global recession and the Occupy Wall Street Movement”. Based on the amount of money stolen and on how unethical and illegal its ground was, Tyco Scandal, happened in 2002, is definitely the most notorious (The 10 Worst Corporate Accounting Scandals). The Precursor Arthur J. Rosenberg founded Tyco Incorporated in 1960, in Waltham, Massachusetts. In 1982 Tyco was divided into three business segments: fire protection, electronics and packaging. In the 1990s Tyco was reorganized and comprised “electrical and electronic components, health-care and specialty products, fire and security services, and flow control. By 2000, Tyco Inc. had acquired more than three major companies such as ADT, the CIT Group, and Raychem” (Unethical Issues). Leo Dennis Kozlowski became the CEO in 1992, after being the company’s CFO. He “became the personification of the acquisition mania of the 1990s, and assumed the qualities necessary for the task—brutishness, aggressiveness, and a commitment to the accumulation of his own personal wealth, above all else. He was one of the best-paid CEO’s of the decade” (Kay, 2002). Kozlowski composed Tyco’s “corporate governance system” by picking his own crony for the board of directors. During...
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...Year up to 250cc CONTENTS Management Team ............................................................................................................................................... 3 Chairman’s Letter ................................................................................................................................................... 4 Management Discussion and Analysis .......................................................................................................... 7 Corporate Governance ......................................................................................................................................15 General Shareholder Information .................................................................................................................21 Directors’ Report ..................................................................................................................................................25 Report on Corporate Social Responsibility...
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...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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...-the relationship of the leader to the board has a tremendous impact on the organization’s ability to fulfill its mission. -they work with to create the most effective, strong, and healthy boards possible to serve the organizations that they lead. -The chapters provide a brief overview of the best practice and its relationship to board development. -Join this journey of exploring the best practices of strong and effective boards. guiding the reader from a solid starting point of development by establishing role, purpose and function of the board to knowing and communicating the organization’s mission, vision and values. -Board members intentionally and routinely engage in mutual accountability, communication, evaluations and board development while taking the necessary time to process decisions eliminating unnecessary surprises. Boards unite and resolve to work together through change and transitions for the good of the Kingdom, the advance of the Gospel, and the prosperity of the organization. -to exhibit generosity as board members and to be outstanding examples of giving regularly and sacrificially to the church, college or organizations they serve in order to establishment a culture of board development that embraces the principle of “passing it on,” by developing new board participants that will lead to a strong and healthy future for the organization. - as a board member or as leader of an organization can take your present board environment and develop it into...
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...The role of ethics and compliance in Starbucks is set in place to ensure that all of Starbuck’s staff from the baristas working the front counter to the corporate staff are all abiding by federal laws and regulations. Ethics in financial practices are sometimes hard to believe. The agency problem is the result of conflict of interest between stockholders and the managers of a firm (Titman & Keown, p. 15, 2011). “A conflict of interest is a situation in which a person has a private or personal interest sufficient to appear to influence the objective exercise of his or her official duties (“Business Ethics”, n.d.). An example of a conflict of interest would be if the CFO attempted to acquire a property or investment from a friend or family member without acting in the best interest of Starbucks and it’s shareholders. Corporate advisors, in this case a CEO or CFO are legally required to make fair and ethical financial decisions. The Sarbanes-Oxley Act or SOX, passed by Congress in 2002 holds corporate advisors that have access to influence company decisions legally accountable for any instances of misconduct (Titman & Keown, p. 11, 2011). The SOX act is in effect in order to protect corporate shareholders against financial misconduct and accounting fraud. According to Starbuck’s Code of Ethics for CEO and Finance Leaders are required to follow the following seven duties: act with honesty and integreity, avoiding actual or apparent conflicts of interest, provide internal...
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...acknowledgement to all who have contributed to this work in some form: writing this thesis would have otherwise been like swimming through mud. To my supervisor, Professor Andreas van Wyk, thank you for your leadership, patience, and academic skill in guiding me through the research process. To Adéle Mulder and Charl Marais, thank you for your continuous insight and perspectives, both academic and otherwise. And finally to Hilda and Gerrie Steyn, who have been absolutely crucial throughout all my years of study, thank you for your indispensable support, in all its forms. iv SUMMARY The worldwide increase of corporate failures on the scale of Enron and WorldCom has sparked a renewed international trend of corporate governance review. With the external company auditor blamed at least in part for many corporate failures, corporate governance reform also necessitates a review of the statutory regulation of the company auditor. In particular, the lack of auditor independence when auditing clients has been under the legislator’s spotlight. The problems associated with unregulated or poorly regulated auditors are well...
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...Corporate Compliance Plan Introduction Having a good corporate compliance plan is essential to all businesses. Without an effective plan a business will have no clear direction. With no direction a business will surely be in legal turmoil. Once in legal turmoil, a business will fail. Business Overview Riordan Manufacturing is a global plastics manufacturer employing 550 people with projected annual earnings of $46 million. The company is wholly owned by Riordan Industries, a Fortune 1000 enterprise with revenues in excess of $1 billion. Its products include plastic beverage containers produced at its plant in Albany, Georgia, custom plastic parts produced at its plant in Pontiac, Michigan, and plastic fan parts produced at its facilities in Hangzhou, China. The company's research and development is done at the corporate headquarters in San Jose. Riordan's major customers are automotive parts manufacturers, aircraft manufacturers, the Department of Defense, beverage makers and bottlers, and appliance manufacturers. Legal Liability of Administration Riordan Manufacturing’s Corporate Compliance plan is for all employees. Compliance with the program starts with the officers and directors of Riordan. All employees of Riordan are expected to follow the set standards. The administration of Riordan is no exception to the set standards. The Corporate Compliance Plan will focus on the liability of the officers and directors of Riordan Manufacturing. Legal Options When legal...
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...different divisions. There is very less resource sharing between different divisions in terms of materials, infrastructure and knowledge. They are connected to each other by the ‘Tyco’ name and the budget allocation and people policies. All the six divisions are controlled financially. The objective of this system to increase entrepreneurial behavior among the executives and different managers. Tyco in the past had grown by acquisitions of companies of different fields. So, controlling all divisions financially has led to growth of the company in systematic manner. So, Tyco International should not divided into six different companies. Being one company, Tyco gets synergies in terms of financial control of all six divisions and governance structure. The compensation structure defined by centre facilitate the culture for achieving highest growth rate in each division and does not restrict only to achieve bare target. The freedom given to look for companies to be acquired to operational managers increases the entrepreneurial behavior among managers. The managers can themselves judge which company’s acquisition will help the growth of the division to 15 % year to year or more. 2. Is Tyco’s strategy...
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...COMPANY PROFILE Dell Inc. REFERENCE CODE: 8E2C53C7-29AC-4848-9511-9B752758E3B4 PUBLICATION DATE: 24 Sep 2012 www.marketline.com COPYRIGHT MARKETLINE. THIS CONTENT IS A LICENSED PRODUCT AND IS NOT TO BE PHOTOCOPIED OR DISTRIBUTED. Dell Inc. TABLE OF CONTENTS TABLE OF CONTENTS Company Overview..............................................................................................3 Key Facts...............................................................................................................3 Business Description...........................................................................................4 History...................................................................................................................6 Key Employees...................................................................................................11 Key Employee Biographies................................................................................12 Major Products and Services............................................................................20 Revenue Analysis...............................................................................................21 SWOT Analysis...................................................................................................22 Top Competitors.................................................................................................28 Company View........................................................
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...The Japanese corporate governance system differs vastly from the US system. Discuss corporate governance issues that may arise under the Japanese Keiretsu system from the perspective of a).financiers, b). Owners, c). Suppliers, d). Employees. Corporate Governance System in Japan (1) Definition of Corporate Governance Corporate governance deals with the agency problem: the separation of management and finance. This basic agency problem suggests a possible definition of corporate governance as addressing both an adverse selection and a moral hazard problem. The traditional definition of corporate governance was such a narrow view as Shleifer and Vishny (1997) mentioned that the ways in which the suppliers of finance to corporations assure themselves of getting a return on their investment. Recent trend, however, express doubts on the definition that solely focuses on shareholder value. EPA (1998) shows the constituents of corporate governance as follows: Table 1: Constituents of corporate governance Stakeholders | Interest | Desired Management | Shareholders | Maximize profitsAsset protection | Profitable managementSound management | Investors | Efficient investment | Exploitation of profitable investment | Creditors | Protection of receivables | Sound management | Main bank | Corporate growth | Sound managementPursuit of productivity growth | Employees | Pay raiseSecure employment RelationshipPromotion | Profitable managementSound managementSustainable...
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...under Tyco International’s umbrella. Tyco is a vertical structure with levels of hierarchy. The board members and top management are responsible for governing its’ mission and goals while ensuring the organization’s five principles are enforced. Tyco expects each employee to strive for excellence and work as a team. Tyco’s leadership team directs employees to be innovative, openly communicate, and continue to improve their skills. The company focuses on equality and fair treatment for employees. Management and staff are accountable for their actions and work performance. Tyco promotes safety in the workplace. Tyco protects each location by the companies anti-violence, drug and alcohol free workplace policy. Tyco promotes individual and corporate integrity, each person including leaders are to uphold the organization’s standards of integrity with each other, customers, and other stakeholders (Tyco, Peoples & Values, 2010). Vertical structure is the most common business structure; however, many organizations are restructuring their organizations. The restructuring makes communication and innovation easier. At Global Crossing customers are most important and feedback is extremely important. The business structure allows customer service to communicate customers concerns and demands more effectively. Knowing the company cannot survive without customers, Global Crossing has a borderless communication line and allows easy communication without the chain of...
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...Content Page Directors' report 1 Compliance with Code of Corporate Governance 7 Directors' responsibility and approval 25 Auditors' report 26 Statement of significant accounting policies 28 Profit and loss accounts 36 Balance sheets 37 Cash flow statements 38 Notes to the financial statements 39 Statement of value added 73 Five-year financial summary 74 Financial risk analysis 78 DIAMOND BANK PLC Directors' Report For period ended 31 December 2011 The directors present their annual report on the affairs of Diamond Bank Plc (“the Bank”) and its subsidiaries ("the Group"), together with the financial statements and auditors' report for the period ended 31 December 2011. a. Legal Form The Bank was incorporated in Nigeria under the Companies and Allied Matters Act 1990 as a private limited liability company on 20 December 1990. It was granted license on the 15 March 1991 to carry on the business of commercial banking and commenced business on 21 March 1991. The Bank converted into a Public Limited Liability Company on 28 February 2005. The Bank’s shares were listed on the 27 May 2005 on the floor of the Nigerian Stock Exchange by way of introduction. b. Principal Activity and Business Review The principal activity of the Group continues to be the provision of banking and other financial services to corporate and individual customers. Such services include granting of loans and advances, corporate finance and money market activities. At the start of the period...
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...Andrea Carter Case Study “Tyco: I’m Sure That It’s a Really Nice Shower Curtain” Columbia Southern University The author discusses the financial situation of Tyco in regards to the top management misusing funds and falsifying financial documents. The authors’ overall viewpoint seems to be that Tyco’s CEO, CFO, and some of the accountants were constantly trying to evade paying taxes or stealing money from the company for personal use. The company was made out to look bad in the public eye from this article and almost as if they didn’t have a good judge of character when it came to hiring CEO’s, CFO’s, etc. This bad judgment of management picks put the company in a financial bind and caused significant decreases in the market capitalization. The investigation into all of this was time consuming but to many it seemed as if justice prevailed in the end. I think that Kozlowski’s motivation for avoiding sales taxes was that he was simply being greedy for money and trying not to let the company know that he was using their funds to purchase all of these personal items. He knew that on purchases that large, the sales tax would be just as costly and this was his way of scheming to not pay it. The text states that, ‘Business ethics can be defined as the collective values of a business organization that can be used to evaluate whether the behavior of the collective members of the organization are considered acceptable and appropriate” and it was very clear that Kozlowski did not...
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