Corporate Governance †Role of Board of Directors Free Essays

CORPORATE GOVERNANCE – ROLE OF BOARD OF DIRECTORS People often question whether corporate boards matter because their day-today impact is difficult to observe. But, when things go wrong, they can become the center of attention. Certainly this was true of the Enron, Worldcom, and Parmalat scandals. We will write a custom essay sample on Corporate Governance – Role of Board of Directors or any similar topic only for you Order Now The directors of Enron and Worldcom, in particular, were held liable for the fraud that occurred: Enron directors had to pay $168 million to investor plaintiffs, of which $13 million was out of pocket (not covered by insurance); and Worldcom directors had to pay $36 million, of which $18 million was out of pocket. As a consequence of these scandals and ongoing concerns about corporate governance, boards have been at the center of the policy debate concerning governance reform and the focus of considerable academic research. Because of this renewed interest in boardsmuch of the research on boards ultimately touches on the question â€Å"what is the role of the board? † Possible answers range from boards’ being simply legal necessities, something akin to the wearing of wigs in English courts, to their playing an active part in the overall management and control of the corporation. No doubt the truth lies somewhere between these extremes; indeed, there are probably multiple truths when this question is asked of different firms, in different countries, or in different periods. So what is a Board of Director (BoD) and what do Directors actually do? â€Å"A Board of Directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. Other names include board of governors, board of managers, board of regents, board of trustees, and board of visitors. It is often simply referred to as ‘the board’ †. A board’s activities are determined by the powers, duties, and responsibilities delegated to it or conferred on it by an authority outside itself. These matters are typically detailed in the country’s company law, organization’s bylaws and/or the Article of Association (AoA). The bylaws commonly also specify the number of members of the board, how they are to be chosen, and when they are to meet. To better understand corporate boards, one should begin with the question of what do directors do’? Over the years there has been several indepth studies conducted and research literature published by some of the most brilliant academics only to answer this very question e. g. Mace, 1971, Whisler, 1984, Lorsch and MacIver, 1989, Demb and Neubauer, 1992, and Bowen, 1994 and their conclusions are presented breifly: The principal conclusions of Mace were that â€Å"directors serve as a source of adv ice and counsel, serve as some sort of discipline, and act in crisis situations†. The nature of their â€Å"advice and counsel† is unclear but Mace suggests that a board serves largely as a sounding board for the CEO and top management, occasionally providing expertise when a firm faces an issue about which one or more board members are expert. Yet Demb and Neubauer’s survey results find that approximately two-thirds of directors agreed that â€Å"setting the strategic direction of the company† was one of the jobs they did. 80% of the directors also agreed that they were â€Å"involved in setting strategy for the company†. 5% of respondents to another of Demb and Neubauer’s questionnaires report that they â€Å"set strategy, corporate policies, overall direction, mission, vision†. Indeed far more respondents agreed with that description of their job than agreed with the statements that their job entailed â€Å"oversee[ing], monitor[ing] top management, CEO† (45%); â€Å"succession, hiring/firing CEO and top managem ent† (26%); or serving as a â€Å"watchdog for shareholders, dividends† (23%). According to Epstein and Roy (2006), a high performance board must achieve three core objectives; in other words Epstein and Roy nail the core responsibilities of the board: . Provide superior strategic guidance to ensure the company’s growth and prosperity by Setting of Strategy: 2. Ensure accountability of the company to its stakeholders, including shareholders, employees, customers, suppliers, regulators and community; 3. Ensure that a highly qualified executive team is managing the company by The Hiring, Firing and Assessment of Management. Apart from what has been stated above one very significant and active role played by the board is in terms of â€Å"the hiring, firing, and assessment of management†. This is one role that is typically ascribed to directors is control of the process by which top executives are hired, promoted, assessed, and, if necessary, dismissed. Assessment can be seen as having two components, one is monitoring of what top management does and the other is determining the intrinsic ability of top management. The monitoring of managerial actions can, in part, be seen as part of a board’s obligation to be vigilant against managerial malfeasance. It is essential that the role, duties and responsibilities of directors are clearly defined. The Combined Code (2006) states that â€Å"the board’s role is to provide entrepreneurial leadership of the company within a framework of prudent and effective controls which enables risk to be assessed and managed†. According to UK Law, the directors should act in good faith in the interest of the company, and exercise care and skill in carrying out their duties. The Company Law Reform Bill (2005) defines, in section 154-161, the directors’ duties as follows: †¢ a duty to act within powers, that is, to act in accordance with the company’s constitution and only exercise powers for the purpose for which they are conferred; a duty to promote the success of the company, so a director must act in the way he considers, in good faith, would be most likely to promote success of the company for the benefit of its members as a whole; †¢ a duty to exercise independent judgment; †¢ a duty to exercise reasonable care, skill and diligence; †¢ a duty to avoid conflicts of interest; †¢ a duty not to accept benefits from third party †¢ a duty to declare an interest on proposed transactions or arrangements. But that does not quite answer our cardinal question as to ‘how the role the board plays is related to the overall corporate governance of the organization’. Nevertheless one thing is certain thus far is that the BoD lead and control a company and hence an effective board is fundamental to the success of the company. The board is the link between managers and the investors, and is essential to good corporate governance and investor relations. Since corporate governance represents the value framework, the ethical framework and the moral framework under which business decisions are taken; it therefore calls for three factors: 1. Transparency in decision-making; 2. Accountability which follows from transparency because responsibilities could be fixed easily for actions taken or not taken, and; . The accountability is for the safeguarding the interests of the stakeholders and the investors in the organization. Decisions relating to board composition and structure will be of fundamental importance in determining whether, and to what extent, the board is effective and successful in achieving these objectives. A board will typically be composed of a Chairman, Chief Executive Officer, Executive Directors, Non- Executive Director, Independent Director, Company Secretary and then there are committees made from among the board for specific purposes with a view to increased corporate governance and hence accountability. It is important that the board has a balanced composition both in terms of executive and non executive directors and also in terms of experience, qualities and skills that individuals bring to the table. The Institute of Directors (IoD) has published some useful guidance in this area in 2006 which is shared below: †¢ Consider the ratio and number of executive and non executive directors. †¢ Consider the energy, experience, knowledge, skill and personal attributes of current and prospective directors in relation to the future needs of the board as a whole, and develop specifications and processes for new appointments, as necessary. Consider the cohesion, dynamic tension and diversity of the board and its leadership by the chairman. †¢ Make and review succession plans for directors and the company secretary. †¢ Where necessary, remove incompetent or unsuitable directors of the company secretary, taking relevant legal, contractual, ethical and commercial matter into account. †¢ Agree proper procedures for electing a chairman and appointing the managing director and other directors. †¢ Identify potential candidates of the board, make selection and agree terms of appointment and remuneration. New appointments should be agreed by every board member. †¢ Provide new board members with a comprehensive induction to board process, and policies, inclusion to the company and to their new role. †¢ Monitor and appraise each individual’s performance, behavior, knowledge, effectiveness and values rigorously and regularly. †¢ Identify development needs and training opportunities for existing and potential directors and the company secretary. Roles of the board members 1. Chief Executive Officer and Chairman The CEO has the executive responsibility for running of the company’s business; on the other hand, the Chairman has responsibility for the running of the board. The two roles should not therefore be combined and carried out by one person Conclusions Corporate governance, and in particular the role of boards of directors, has been the topic of much attention lately. Although this attention is particularly topical due to well-publicized governance failures and subsequent regulatory changes, corporate governance is an area of longstanding interest in economics (dating back to at least Adam Smith, 1776). Because of corporations’ enormous share of economic activity in modern economies, the extent to which corporations deviate from value-maximization is extremely important. Consequently, corporate governance and the role of boards of directors is an issue of fundamental importance in economics. Understanding the role of boards is vital both for our understanding of corporate behavior and with respect to setting policy to regulate corporate activities. How to cite Corporate Governance – Role of Board of Directors, Essay examples

Google free essay sample

1.) An API user is given an account but is not able to view that account through the interface. The reason being: c. APIuserhasâ€Å"APIOnly†access 2.) API allows developers to use applications that: d. InteractdirectlywiththeAdWordsserver 3.) Bud would like to test new logic that uses API without modifying his live campaigns. Which tools would allow him to do this? b. AdWordsAPISandbox 4.) Which of the following allows advertisers to automate AdWords reporting and campaign management? a. UseofanAPIwebservice 5.) What is the benefit of the API? a. Advertisers can make dynamic changes to their AdWords accounts at scale. 6.) If someone wants to make frequent, specific changes to bids based on criteria for more than 100k keywords, what tool is most efficient? b. AdWordsAPI 7.) A user clicks on an ad for sneakers. He isn’t directed to a page with sneakers. He also receives : c. Linktoarelevantpageandremovethepop-up 8.) A good landing page for spring dresses would display? a. Severalcolorsofspringdresses 9.) A benefit of including a keyword within an ad text is that the keyword will: d. Itwillappearboldwithinthead 10.) To differentiate ads from competitors advertisers should: c. Includeprice,promotionsandacall-to-action 11.) How can advertisers determine the most profitable keywords within a company? b. Comparethecostincurredbyeachkeywordwiththeconversiondataforthatkeyword. 12.) You search keywords that should trigger your ad but your ad doesn’t appear. Why is this? a. Yourcampaigns are targeting a location outside where you are physically located. 13.) You want to increase the position of an ad but don’t want to raise the bid. How can you increase ad rank? c. Makechangestoimprovethequalityscoreofthead’skeywords. 14.) A high quality score can: b. Improveanad’sposition 15.) What is the most appropriate action to take if your keywords are below the â€Å"first page bid estimate?† a. Considerincreasingthebidoreditingthekeywordtoimprovequalityscore. 16.) You make edits to an ad and the position decreases. What was the cause? d. Theeditedversionislessrelevanttothekeywordswithintheadgroup. 17.) You have the same keyword in two different ad groups. The one to win within an auction will be the one with: b. Thebestqualityscore 18.) To improve the performance of an ad group on a search network, advertisers should create ad groups by creating: b. Keywordsthatarealsoincludedintheadtext 19.) In an AdWords account, which statistic is viewable for each ad group? c. Averagecostperclick 20.) Which of the following is the recommended action for new mobile ad campaigns? a. Useamobile-optimizedlandingpage 21.) An advertiser selling computer monitors is writing new ad text. Which line of ad text fits AdWords policy? d. 20-70%offLCDmonitors 22.) To achieve the best performance of text ads, which is a best practice? c. Includewordslikefindandsearchintheadtext 23.) What type of keywords tend to perform better with mobile ads? d. Shortgeneralkeywords 24.) A campaign that is targeting desktops is only performing well with text and image ads. The advertisers want to reach mobile devices. They should: b. Createaseparateadgroupformobileadswithintheexistingcampaign. 25.) If the query â€Å"Seattle Plumbers† is entered, Google will use the location term that is part of the query to show ads: a. TargetedtoSeattleregardlessoftheuser’sphysicallocation 26.) You are running a campaign that targets only France. However, you see clicks from users in Switzerland. Why might this happen? a. UsersinSwitzerlandaresearchingonGoogle’sFrenchdomain 27.) What is the quickest way to add a long list of locations to target in an AdWords campaign? d. Usethebulklinkinthecustomtaboflocationsettings 28.) Why would an advertiser use the bundles option when choosing location targeting? b. Toquicklyselectagroupofcountriesorterritoriestotarget 29.) Which tool allows you to test different combinations of website content for the purpose of improving conversion? c. Websiteoptimizer 30.) It is important to identify specific goals of an AdWords campaign so you can: c. Makestrategicchangestotheaccounttoimproveperformance 31.) A florist is advertising for five types of flowers, including red roses. When users type the phrase â€Å"red roses† Google shows the ad. What landing is more likely to result in a sale? a. Apageonthesitethatdisplaysonlyroses. 32.) Which of the following are key elements when optimizing a landing page for AdWords? b. Relevantandoriginalcontentthatclearlyrepresentsthebusiness. 33.) What report helps you identify which pages on your site should be optimized? d. Toplandingpages 34.) A user conducts a â€Å"laptop computers† search and clicks on an ad. Which landing page could be most relevant? d. Categorypagecontainingavarietyoflaptopcomputers. 35.) An advertiser can provide physical address location info about their business through Google places account. Ads that include this type of info are eligible to show on: a. Anynetworksselectedinthecampaign’ssettings 36.) Which feature distinguishes location extension from regional and customized campaign targeting? b. Customizedcampaigntargetingisrequiredinordertoenablelocationextensions. 37.) Business listings in Google places can be:

A Yellow Raft in Blue Water free essay sample

Freche Mr. Ontiveros World Literature – 2nd period December 5, 2010 Friends Forever! â€Å"Trust is like a vase†¦ once it’s broken, though you can fix the vase, it’ll never be the same again† – Author unknown. Almost every person has had at least one person who he or she can confide their secrets. Over time one can learn whether or not he or she can trust or believe another will hold that confidence. If that certitude is shattered, it takes time again to reconcile and to earn it back. In Michael Dorris’s novel, A Yellow Raft in Blue Water, Ida is a girl who entrusts in her young Aunt Clara with secrets from school to boys. When Clara reveals Ida’s hope about Willard Pretty Dog, the trust is broken; despite this, Ida still helps Clara and also creates herself a new certitude through Clara’s daughter, Christine. Clara comes to live with Ida and her family to take care of Mama and instantly Ida becomes infatuated with her. We will write a custom essay sample on A Yellow Raft in Blue Water or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page Clara is the opposite of Ida: pretty, little, and neat. Ida acts very friendly and giving towards Clara. After a while she admits that she â€Å"confided my secrets and sought her advice† (Dorris, 303). Ida even felt â€Å"encouraged by her sureness† (304) with what she has told her; especially when Ida tells Clara about her crush and hope of Willard Pretty Dog. Clara makes Ida feel good about herself with the advice she gives her. Ida feels as if she has a friend that she can trust and a person who can be a role model. Ida has created her certitude through Clara. Clara has brought shame to the family and is pregnant with Ida’s father’s child. In order to hide this shame Clara came up with the idea of Ida pretending to be with child. Clara mentioning this hurts Ida but what hurts Ida even more is the reason behind the story that makes it more plausible to Mama and Papa. Clara tells them that â€Å"No one would be surprised. Everyone’s aware she’s after Willard Pretty Dog† (309). Ida is shocked at Clara’s betrayal of revealing her hopes. Clara’s remark does not only break Ida’s certitude in her, but also shows the low inclination Clara has on Ida.

Treading Water In Great Expect essays

Treading Water In Great Expect essays Ones desire to control another is often a desperate attempt to control ones own life. One who feels helpless, uses her power to shape and dictate another, seemingly unimportant life. However, to go through life confident, only to discover that ones life is being dictated by another is both depressing and empowering. In Charles Dickens, Great Expectations, the female characters of Miss Havisham, Estella and Biddy, display enormous power over the male characters and through the development of these characters the reader sees a clear picture as to why this occurs. Pain, caused by social injustice and heartbreak motivates change and show clear-cut divisions of the society at the time. Also, the reader sees that although power and wealth can buy many things, the capacity to love and forgive is much more beneficial. The influence of Miss Havisham, Estella and Biddy on the tragic hero, Pip, is both admirable and hurtful. Dickens shows that although one may struggle to maintain power and aut hority over others, this leads one to a life of great unhappiness and a failure to possess the position in society one desires. Miss Havishams influence and hurtful actions prove to pay a vital role in the development of young Pip. Her obsession with her failed marriage and her intense hatred towards men, show the reader how bitterness and isolation from society plaque the mind. Despite these bad qualities, critic Julian Maynaham has described Miss Havisham as a false fairy-godmother, as she shows great power over Pip and teaches him many life lessons. In raising Estella, she manufactures the young temptress to break Pips heart. A.L. French agrees in saying that Miss Havisham trains Estella to hurt men as men had hurt her and trains Pip to be to Estella as she was to Compeyson (51). Her desire to control the life of another is motivated by the fact that she feels that she had no control of her own. In stopping th...

Do the requirements of IFRS 8 Operating Segments enhance the quality Assignment

Do the requirements of IFRS 8 Operating Segments enhance the quality of information available to financial statement users - Assignment Example IFRS 8 states that an operating segment is a component of any organization that engages in business activities that earn revenue. The entity’s operating results must also be regularly reviewed by the chief operating decision maker. In addition, the entity must have discrete financial information. In business, an operating segment is that an independent unit that produces discriminated revenue thus necessitating preparation of separate books of transactions. It helps companies to track their performance in different areas of the market (IFRS 8 website). The paper discusses the reasons why the provision of segmental information is useful, current requirements of IFRS 8 and how they differ with other past and present accounting standards. It also presents the evidence as to whether the current requirements increase the quality of information available to users of financial statements. A good number of market participants and stakeholders are usually interested in the disclosures of information regarding the operating segments of the company. The provision of segmental information ensures that users of financial statements access information relating to the firm’s past performance, their risks and returns so as to be able to make informed decision or judgment about the entity in entirety (Christian & LüDenbach, 2013, p. 451). It ensures that users of information easily access the information regarding performance and prospects of the particular part of the entity that which they are interested. The stakeholders need to consider separate prospects and performance of each sector so as to be able to estimate the performance of the entire enterprise fully. Provision of segmental information ensures transparency. Transparency is the cornerstone of any corporate financial reporting because analysts and other stakeholders require complete and accurate information to assess the growth and

Shoes leather business industry in South Korea Term Paper

Shoes leather business industry in South Korea - Term Paper Example Subsequently, it has also been learnt that government laws regarding the operations of the leather industry are also quite strict wherein rigid laws are imposed to control the production of leather products in an integrated and ethical manner. These aspects have certainly affected the overall industry operations of the leather producing sector to a large extent (PETA, 2013; UNIDO, n.d.). Focusing on this particular issue, this paper intends to analyze in detail the overall challenges faced by the tanning or leather industry of South Korea. The paper further emphasizes upon the issues that are being related with the leather industry of the world with special regard to South Korea taking the example of HAESUNG AIDA Co. Ltd. A Brief Overview of the Company HAESUNG AIDA Co. Ltd. is one of the largest and the most well known companies of South Korea. The company mainly focuses on manufacturing quality leather products. It has been observed that the company is considered as a world class t annery manufacturer, the quality of which is considered excellent by the branded companies playing in the global market. It is known that the company has acquired the reputation of a leading leather company of Korea. Undoubtedly, this acknowledgement has been gained through immense hard work and honesty in manufacturing its products for the people all over the world. It always intends to produce products that would be able to satisfy the current needs of the customers to the utmost level. It has been observed that through continuous development of technology and innovative production techniques, the company has managed to establish large size production units which are further operated through organized processes in Korea. This enables it to carry out bulk production and obtain a... The leather industry is one of the most rapidly developing industries of the world. It has been observed that the industry plays a major role in economic performance of the countries. It has been observed that effective performance of companies in this industry will be related with the several aspects or rather obstructions such as environmental factors related with the operations of the company, government regulations for this kind of industries and some other vital barriers. It can be further observed that the company has taken various steps in order to alleviate all the associated concerns of the leather industry. In this regard, the company provided training to its employees, arranged programs for customers and suppliers for environmental awareness and incorporated a lot of advanced technologies in the working process in order to enhance its environmental performance. The company also comes up with new strategies in order to operate efficiently in spite of the economic downturn. However, despite these steps the company has experienced certain financial breakdowns owing to the various problems associated with the leather industry. The financial position or performance of the company is effected by the cost it spends in enhancing its environmental performance, expenditure and losses of the company owing to the stern governmental regulations and the maintenance of its employees regardless of its negative performance due to recession.

E-Goverment Network Infrastructure for the State of Kuwait Term Paper

E-Goverment Network Infrastructure for the State of Kuwait - Term Paper Example Anonymous Computer Technologies is a Kuwait based company dealing with software development and maintenance, network design and deployment, hardware troubleshooting and a diverse range of outsourcing services. Its mission is to target high end business franchises in order to fulfill their computer solution requirements. Its vision is to become a leading IT solution company in Kuwait, a future point of reference and to trade on the Kuwait Stock Exchange. The company has a general objective of satisfying its customer's needs and separate objectives for the Kuwait project that include to design, develop and deploy a network infrastructure for Kuwait, to link every government ministry, department and legal body throughout the country via the network system and to facilitate adequate data exchange between the various government segments . The company has potential to grow given the promise in the multimillion dollar growing IT market in Kuwait. It has an upper hand to its competitors give n its work portfolio and a professional team to boot. In addition to this, the company is sufficiently marketed through advertisements in the internet, print media, various promotions through event sponsorship and pamphlets. Anonymous Computer Technologies has its main operations based on the services and products it offers of software development, networking and sales of computer accessories. To conduct these operations efficiently, the company utilizes various financial reports that include project Start-up Funding Reports, financial Indicators report and projected cash flow. The company hosts an assortment of products and services that are implemented by a professional team made up of 38 members and comprising of the Chief Executive Officer, his assistant, the Chief Information Officer, developers, database administrators, the company secretary, the financial controller, networkers, sales personnel and a marketing team of three. Introduction The business world has revolutionized from the physical market to the intangible internet market that is widely referred to as ecommerce. Ecommerce, an idea originating from Information Technology and the internet have ensured that the global market has been minimized to a click away and also ensured that business is conducted in a systematic manner. Kuwait is an Arab country that has not lagged behind in this wave of new age business conduct. Most Kuwait businesses are run by ecommerce and statistics gathered have proven beyond doubt that Kuwait is fast turning towards a near 100% to ecommerce. In 2008, it was reported that 72% of ecommerce users transacted credit card payments through ecommerce modes. In the same year, 15.5% of all cell phone users in the country with a cell phone penetration of over 80% used ecommerce. However, one significant aspect in the country is dragging the whole revolution: a traditional Kuwait government network structure (Business Monitor International, 13). Kuwait citizens including worker s within the government ministries, departments and other statutory bodies have had to suffer from an unreliable governmental network structure that denies them adequately