ACT Essay Format and Templates You Can Use

ACT Essay Format and Templates You Can Use SAT/ACT Prep Online Guides and Tips The vast majority of the ACT is totally various decision. All you need to stress over while responding to the inquiries is that you’re filling in the right answer bubble! Yet, at that point there’s that (discretionary) Writing area, which expects you to offer your response in words. How are you expected to compose a powerful article in a short time? What organization should your paper have? Is there an ACT exposition layout that can promise you a high score? We'll respond to these inquiries in this article. highlight picture credit: schoolwork custom by woodleywonderworks, utilized under CC BY 2.0/Cropped from unique. What Does Your ACT Essay Need? 5 Key Elements So as to excel on ACT Writing, your paper should have the accompanying five components (not really in a specific order): 1. An Introduction The primary thing the grader will see is your initial passage, so you should establish a decent connection. Don't simply hop directly into the meat of your exposition - present your viewpoint (your postulation articulation) and how it identifies with different points of view given by the paper brief. You don't really need to begin by composing your presentation (you can generally leave a couple of lines clear at the highest point of your article and return to it after you've composed your model passages), however you MUST incorporate it. 2. Your Thesis Statement (ought to be in your presentation) You should take a point of view on the issue introduced in the brief section and state it obviously. I inform utilizing one regarding the three points of view the ACT gives you as your position/viewpoint; you can think of your own point of view, yet then you have more work to do in the article (which isn't perfect with a period limitation). Your proposal articulation (the announcement of your viewpoint) ought to go in the presentation of your paper. 3. A Discussion of All Three Perspectives In your paper, you should talk about each of the three points of view the ACT gives you. Try to examine stars just as cons for the points of view you don’t concur with to show you comprehend the complexities of the issue. 4. Models or Reasoning to Support Each Point To help your contentions for and against every viewpoint, you have to draw on thinking or explicit models. This thinking ought to be in a similar passage as the contentions. For example, if your contention is about how globalization prompts more noteworthy proficiency, you ought to remember your help for this contention for a similar passage. Furthermore, it's insufficient to simply say â€Å"Because freedom† or â€Å"Because Stalin† or something to that effect as your help and leave it at that. You have to really clarify how your thinking or models bolster your point. 5. Clear Organization Abstain from examining different focuses in one passage. Rather, our prescribed technique is to examine one point of view for every section. This association won't just make it simpler for you to remain on target, however will likewise make it simpler for your exposition's scorers to follow your thinking (consistently something to be thankful for). Ketty by Elena Gurzhiy, utilized under CC BY 2.0/Cropped from unique. Ace tip: To pick up inspiration to make your article simpler to follow, envision your exposition graders with tragic little dog eyes. ACT Essay Outline The 5-section structure may appear to be exhausting, however it is a decent method to keep your focuses composed when composing an article. For the ACT exposition, you'll need a presentation, three body sections (one passage for every point of view), and an end. You should express your proposition in your presentation and end (utilizing various words in your decision with the goal that you're not rehashing yourself precisely). So how would you write in this five section structure on the ACT? I'll tell you the best way to place the arrangement enthusiastically with an exposition format that can be utilized for any ACT paper question. To begin with, here's the brief I'll be utilizing: General Health and Individual Freedom The vast majority need to be sound, and a great many people need however much opportunity as could be expected to do the things they need. Shockingly, these two wants here and there struggle. For instance, smoking is precluded from most open spots, which confines the opportunity of certain people for the wellbeing of others. Similarly, vehicle emanations are controlled in numerous territories so as to diminish contamination and its wellbeing dangers to other people, which thusly confines some people’s opportunity to drive the vehicles they need. In a general public that qualities both wellbeing and opportunity, how would we best adjust the two? By what method would it be a good idea for us to think about clashes between general wellbeing and individual opportunity? Peruse and cautiously think about these points of view. Each recommends a specific perspective about the contention between general wellbeing and individual opportunity. Point of view One Point of view Two Point of view Three Our general public ought to endeavor to accomplish the best useful for the best number of individuals. At the point when the opportunity of the individual meddles with that rule, opportunity must be limited. Nothing in the public arena is more important than opportunity. Maybe physical wellbeing is some of the time improved by limiting opportunity, yet the expense to the strength of our free society is awfully extraordinary to legitimize it. The option to keep away from wellbeing dangers is an opportunity, as well. At the point when we permit singular conduct to jeopardize others, we’ve harmed both opportunity and wellbeing. Compose a bound together, intelligible article in which you assess various points of view on the contention between general wellbeing and individual opportunity. In your article, make certain to: investigate and assess the points of view given state and build up your own viewpoint on the issue clarify the connection between your viewpoint and those given Your viewpoint might be in full concurrence with any of the others, in halfway understanding, or entirely unique. Whatever the case, bolster your thoughts with sensible thinking and nitty gritty, powerful models. Next, I'll separate the ACT paper into its individual parts (presentation, body passages, and end) and give models for what each ought to resemble. Since I'm writing in light of a particular brief, a portion of the data may not make an interpretation of precisely from article to paper; rather, center around the structure of the sections. I've bolded key auxiliary words and expressions for you to concentrate on. Presentation (2-3 sentences) Start your presentation with a general articulation about the theme that attracts the peruser; ought to give some setting to what you’ll be examining in the paper. Can be discarded if you’re short on schedule (1-2 sentences). As society advances into the 21st century, there are a few intellectuals who make a bogus two-sided battle between singular freedom and complete reliance on the legislature. Next comes your proposition proclamation that remembers a reasonable situation for the issue. For most noteworthy score, you ought to likewise make reference to different points of view rather than the position you’ve picked (1 sentence). While singular opportunity is basic to society, I accept that the opportunity to evade wellbeing dangers overrides opportunity of the person when singular conduct jeopardizes others. Test ACT paper presentation: As society advances into the 21st century, there are a few intellectuals who make a bogus two-sided battle between singular freedom and complete reliance on the legislature. While singular opportunity is basic to society, I accept that the opportunity to keep away from wellbeing dangers supplants opportunity of the person when singular conduct jeopardizes others. Body section 1 (Opposing point of view) (5-7 sentences) Open with a change to one of the other two points of view (1 sentence). Point of view Two embraces the view that â€Å"[t]hose who provide up opportunity so as to pick up security merit neither.† Give a case of how this point of view is to some degree valid and clarify why (2-3 sentences). This point of view is consistent with some degree. For example, in the Civil Rights development, schools were coordinated at the expense of both the psychological prosperity of racists, who needed to manage the hit to their reality see, and the physical and enthusiastic prosperity of those being incorporated, who needed to manage the maltreatment flung upon them by said racists. The opportunity to go to any state funded school was esteemed more imperative to society than the brief mental, enthusiastic, and sometimes physical wellbeing dangers brought about by that opportunity. Give a case of how this point of view is for the most part bogus when contrasted with the viewpoint you concur with and clarify why (2-3 sentences). I don't accept, be that as it may, the Perspective Two is consistently a valuable method to consider the world, especially when life and demise is in question. During the Civil Rights development, guardians who were apprehensive their kids may cause physical or even deadly mischief from being compelled to coordinate despite everything had the opportunity to self-teach; the equivalent goes for guardians who were supremacist and didn't wish their youngsters to communicate with offspring of â€Å"lesser† races. While the legislature pushed the issue of opportunity surprisingly to go to every state funded school, it couldn't make it obligatory for each youngster to go to a government funded school (as opposed to being self-taught, or going to private or church school) and hazard physical injury or more awful. Test Body Paragraph (Opposing Perspective): Point of view Two upholds the view that â€Å"[t]hose who provide up opportunity so as to pick up security merit neither.† This viewpoint is consistent with some degree. For example, in the Civil Rights development, schools were coordinated at the expense of both the psychological prosperity of racists, who needed to manage the hit to their reality see, and the physical and passionate prosperity of those being incorporated, who needed to manage the maltreatment flung upon them by said racists. The opportunity to go to any state funded school was considered more essential to society than the transitory mental, passionate, and sometimes physical

Essay --

â€Å"As of 2012, roughly 400,000 individuals in the United States have been determined to have MS, with 10,000 new cases being analyzed every year. Around the world, MS influences somewhere in the range of 1.5 and 2.5 million people.† (Davidson, Fallon, Slomski and Cataldo, 2013, p. 2228). With measurements like this numerous individuals have experienced people with Multiple Sclerosis (MS). The motivation behind this report is to depict in detail this malady and how MRI is the methodology of decision to analyze. The Disease MS is an immune system illness. This implies the body’s insusceptible framework assaults typical tissue. Invulnerable cells assault and demolish the myelin sheath that encompasses neurons found in the mind and spinal string. Myelin is a significant part of neurons since it goes about as an encasing. Myelin sheaths help electric signs travel proficiently from the mind to zones of the body, and â€Å"speeds transmission and keeps electrical action in one cell from shortcircuiting to another cell† (Davidson et al., 2013, p. 2228). MS assaults these myelin sheaths and disturbs the productivity of that signal. It tends to be contrasted with a radio transmission. At the point when myelin is working appropriately, one can hear a reasonable communicate. In any case, when myelin is assaulted and decimated the transmission is not, at this point clear. It is jarbbled, thus, it modifies and upsets the message. At the point when myelin is pulverized it transforms into scar tissue ca lled a plaque. This plaque will show up as â€Å"small round zones of dark neurons without the white myelin covering† (Davidson et al., 2013, p. 2228). Causes There is no realized motivation to clarify why the body begins assaulting its own myelin sheaths. In spite of the fact that there has been a lot of research, specialists have not had the option to pinpoint a trigger. Be that as it may, through this resear... ...em, in light of the fact that cortical bone doesn't deliver a sign in MRI. This zone is frequently clouded on CT as a result of the shaft solidifying ancient rarity. The utilization of gadolinium better separates and expands affectability in distinguishing injuries. Dispersion weighted imaging likewise enables MRI to decide the period of sores or separate intense from ceaseless ischemic changes (Pierce and Dubose, 2012). All in all, MS is a malady influencing numerous people. It can abbreviate the individual’s life expectancy, yet numerous treatment alternatives are accessible to help adapt to the side effects. X-ray is a developing methodology as it was simply presented during the 1990s and numerous advances have been made in the recent years. X-ray is more touchy than CT in identifying changes in the white matter of the mind. That is the reason MRI is the methodology of decision to help analyze an instance of Multiple Sclerosis.

Should You Bring Your Car on Campus

Should You Bring Your Car on Campus One of the most common questions I am asked is whether students need to bring their car with them to school. And the honest truth is that, well, it depends on a few things. Parking Photo from Pexels.com Parking can be limited on campus, especially during event weekends such as homecoming, Dads weekend, Moms weekend, and graduation. Having an assigned parking space certainly eases the stress when guests come to visit. However, campus is full of metered parking, as well. Students can even purchase temporary parking through Champaign Public Parking for visiting guests. Pro-tip: Check to see if nearby apartment complexes/leasing companies offer non-resident parking near your dorm or apartment. Oftentimes, these companies will offer leased parking for students! Pricing Gif from Giphy.com There is no doubt about itâ€"bringing a car to college is pricey. Leasing a parking space can cost anywhere from $400-$1,300 a year. On top of that, theres gas, meter parking, and vehicle maintenance. The silver lining? Parking is competitive. Many apartment agencies will offer free parking promotions at signing or reduced rates at the end of a semester. Pro-tip: If you plan to lease parking, consider waiting until later in the summer or semester to sign. Many companies will offer deals in order to lease out the available spaces. The Convenience Factor Photo from City of Champaign The main reason students bring a car to campus? It makes just about everything more convenient: grocery shopping, heading downtown for dinner, and traveling to and from home. That being said, odds are at least one of your friends will have a car on campus. Carpooling can be a great way to make friends all while utilizing the pros of having a car. Pro-tip: Champaign has a great public transportation system that all University of Illinois students have access to! Bus routes run throughout town. Stops include grocery stores, the mall, and the campus area. Rachel Class of 2020 I am studying Middle Grades Education with concentrations in Social Sciences and Literacy in the College of Education. Although I now reside in Champaign, I am originally from Vernon Hills, a Northwest suburb of Chicago.

Welfare Is Not Solving Poverty - 923 Words

Ronald Reagan said, â€Å"Welfare’s purpose should be to eliminate, as far as possible, the need for its own existence.† Welfare is not solving Poverty in America. Before I start this argument I need to assert that I do not think that welfare is a matter of solving poverty anymore. I agree with Ban Ki-Moon when he says, â€Å"True security is based on people’s welfare.† Welfare has become a way of keeping the impoverished people from becoming desperate enough to commit crimes, but within this system, that was originally meant to improve the poverty situation, there is evidence that it is causing more people to fall below the poverty line and become dependent on it. I think the US government should consider a welfare reform while thinking about what they really need welfare to accomplish. I think that a welfare program is necessary and I think that a program to help people who are in poverty is needed, but right now I do not think these two programs c oincide as they are supposed to. Thus, welfare is hindering impoverished people from ever getting above the poverty line, and the government needs to reform the program. Over the past several years, Welfare reform has been a hot topic in politics in the United States. A lot of research has been done on the effectiveness of welfare and most research states that welfare is hindering rather than helping people get out of poverty. When talking about the role played by anti-poverty programs in America, David T. Ellwood and Lawrence H.Show MoreRelatedRace, Gender, And Social Class991 Words   |  4 Pagessocial class has several implications in the United States and how it shapes policy and perceptions of those who live in poverty. Current welfare systems are not perfect, and capitalistic policies do not work as intended to solve income inequalities. Given this, we will discuss social inequalities and capitalism, the welfare system, and propose two policies that solves welfare, and so cial and income inequalities. The first key idea from the materials is that social inequities and capitalism areRead MoreWhy Does Poverty Still Exist Among Black Americans? Essay1359 Words   |  6 Pages Why does poverty still exist among Black Americans? 2016 FA.Soc.220.02 Social Problems Kesha Hicks â€Æ' â€Å"The United States has the highest poverty rate of any advance industrial nation† (Elizabetha, 2013). For many years, black people have considered to be the poorest race in the United states. There have been many government programs put in place to help poverty among black Americans. Such as welfare, unemployment, and Medicaid just to name a few. The question is, with so many government programsRead MoreThe U.S. Welfare System Essay848 Words   |  4 PagesThe welfare system first came into action during the Great Depression of the 1930s. Unemployed citizens needed federal assistance to escape the reality of severe poverty. The welfare system supplies families with services such as: food stamps, medicaid, and housing among others. The welfare system has played a vital role in the US, in controlling the amount of poverty to a certain level. Sadly, the system has been abused and taken for granted by citizens across the country. The welfare systemRead MoreThe Issue of Hunger in the United States1348 Words   |  5 Pages After the Great recession, hunger has become a more prevalent problem but not much has been done about it. Solving the issue of hunger has lagged behind other issues like education. This has to do with our tradition of classical liberalism. Classical liberalism places emphasis on individualism and less government intervention. In addition, the divided political nature of the United States keeps its populations split as to whether or not government should get involved and spend money to help theRead MoreHuman Behavior And Social Systems Development : Case Management, Direct Practice And Advocacy For Policy Development1610 Words   |  7 PagesSocial workers are professionals who promote social change through problem solving in human relationships. To ensure the wellbeing of clients they promote empowerment strategies and liberation tools. Social workers apply theories of human behavior and social systems development to support people’s positive interactions with the environment. Social workers play three major roles in working with children and their families. These three roles are key in the following practice arenas: case managementRead MoreThe Minimum Wage Policy And Function862 Words   |  4 PagesSocial Welfare Function Distribution and redistribution of basic income has always been a subject of debate in the United States. Devising a method of distributing and redistributing national resources among poor has always been a challenge among the scholars. The minimum wage policy and function has attempted to address the income inequity among the citizens of the United States. The work of Aboudi et al (2014), attempted to address this issue by proposing a model to be used for designing a basicRead MoreAntrhopologys Importance to Poverty Alleviation914 Words   |  4 Pageshuman societies are constructed and the composition of its social role relationships. This could include studies of political, family, and economic structure – and how these interactions influence each other. This is particularly important for poverty alleviation efforts because, as Paul Farmer points out in Anthropology of Structural Violence, economic, social, and political systems of oppression and inequality reinforce ea ch other. As a result, mitigating only one aspect of inequality or sufferingRead MoreIs Our Government Family Friendly? The United States Welfare System1654 Words   |  7 PagesThe Welfare system in the United States began around the 1930s to help those in need. It was created for the unemployed and underemployed to use in helping out with the needs of their families. This original program lasted until 1996, when the federal government stopped the federal aid to all poor and cut welfare to poor women with children. In 1996 the New Deal was created, and it created health and nutrition programs, minimum wage, subsidized housing, Aid to families with dependent childrenRead MoreA Brief Note On The Canadian And Philippine Social Work Practice925 Words   |  4 Pagesprofession. In the Philippines, Republic Act 4373 laid the basis for professionalization social work. The organized social work practice in the Philippines was introduced during the American rule (1898-1946) to gradually extend public coordination of welfare services. (Aspalter, 2014). In Canada, although there is no law creating the profession, the Canadian Association of Social Workers was established to establish standards of social work practice. Each province established its own Colleges to governRead MoreEffects Of Welfare On The American City By Matthew Desmond1009 Words   |  5 PagesThe book titled Evicted: Poverty and Profit in the American City by Matthew Desmond talked about the crisis that low-income families face in find ing and maintaining affordable housing. Desmond explains the situation like rising housing cost, a shortfall of federal housing assistance, and falling incomes among the poor. Mostly, African-American poor single parent with children face a high risk of eviction. The poor living is something that no one will like to leave, but the conditions of your environment

The Cold War And The World War II - 872 Words

During the World War II through the present, the Cold War and the Globalization impacted a lot both positive and negative sides for the national world. The Cold War was a remarkable time for not only Germany and Globalization was a big shift for the world. From that, people defined Cold War as a division and Globalization as integration. So why do people define two events like that? The Cold War was simile as a division, especially when it came to Germany. As we all know, Germany was divided into four occupation zones postwar: Berlin itself, the USSR divided E. Germany into more four small zones. USSR, US, Britain and France controlled their own zones. The most highlighted event that made Cold Was as a division was Berlin Wall. The Berlin Wall erected in 1961 in order to divide West and East Berlin permanently. According to the article John F. Kenedy â€Å"Ich bin ein Berliner†, the wall was twelve-foot-high and stretched for a hundred miles. It prevented anyone from crossing into West Berlin and thus to freedom. The article also showed the umber of people would be killed trying to pass over or dig under the Berlin Wall: two hundred people. It was a huge number. Under that time, there were a lot of families being separated like husband worked in the East and the rest of his family lived in the West. That was one of many reasons why people try to pass over the wall because they just want to be with their families and their beloved people. In the speech of John F. Kenedy, heShow MoreRelatedWorld War II And The Cold War902 Words   |  4 Pagesinfluenced by some form of ideas and ideologies, or the desire for power, wealth, and land. The events that lead up to and occurred during World War II and the Cold War have been affected by both influences. Throughout both events, the strongest influence both events faced was the desire for land, power and wealth. World War II was a major conflict that affected the world, leaving behind several casualties, broken cities, and death. Under Adolf Hitler’s control, Nazi Germany sought to conquer and controlRead MoreWorld War II : The Cold War978 Words   |  4 PagesAfter World War II came to a stop in the mid-20th century, a new rivalry began known as the Cold War. This battle sorrowed the world’s two great powers the democratic, capitalist United States and the communist Soviet Union against each other. Beginning in the late 1950s, space would become another tense stage for this competition, as each side wanted to prove the superiority of its technology, its military firepower and by extension its political-economic system. There were a lot that led up priorRead MoreThe World War II And The Cold War1199 Words   |  5 Pagesfollow the end of World War II. The imperialism they discussed was one of political and commercial influence as a way to control territories, instead of the colonial method. The colonial empires remained devastated following the events of World War II and, the dawn of Stalin and Churchill’s new imperialism would spark the Cold War between the economically powerful United States and the politically frightening Soviet Union. This post World War II Imperialism divided the world into three positionsRead MoreThe Cold War On World War II1264 Words   |  6 PagesFrom numerous points of view, the Cold War started even before the weapons fell quiet in Germany and in the Pacific in 1945. Suspicion and doubt had characterized U.S. - Soviet relations for a considerable length of time and reemerged when the cooperation against Adolf Hitler who was chancellor of Germany during World Wa r 2, was no more. The belief system and dreams of the after war world anticipated U.S. president Harry S Truman and Soviet Dictator Joseph Stalin from cooperating. Stalin expectedRead MoreWorld War II : The Cold War1087 Words   |  5 PagesWorld War II was devastating to all powers involved, but especially to the countries of Europe who had a war raging in their backyard. After the war ended, the world was a disaster, with economic and political policies destroyed. However, the tension that encompassed the world did not pass with the ending of the war; instead, it grew under the surface, strengthening animosity between countries with differing views, particularly the Union of Soviet Socialist Republics (USSR) and the United StatesRead MoreWorld War II And The Cold War916 Words   |  4 PagesOn a cold March morning on the 5th of 1953 Stalin lay in his bed surrounded by his personal doctors the great uncle Joe Stalin had been laid to rest euthanized by his doctors. He had grown up a member of the communist party more so a member as a means to power then a true believer in the doctrine. He would soon see this position put him in charge of th e entirety of the newly named USSR (United Soviet Socialts Republic). He would steer the country through the horrors of World War II and he would consolidateRead MoreThe World War II And The Cold War1247 Words   |  5 Pagesof providing for the nation while at war. Although war’s affect may touch upon many aspects of life not only in America but any nation at war, blurred lines take the place of division between the civilian and military and economics. Private and public economics blend together, partly due to the massive spending dedicated to weapons and warfare, biological and traditional. The groundwork for this blended infrastructure was laid before World War II and the Cold War; conversely, there are more roadblocksRead MoreWorld War II : The Cold War962 Words   |  4 PagesSoon after World War II ended in the mid-20th century, a new rivalry started known as the Cold War. This battle aroused enmity between the world’s two great powers the democratic, capitalis t United States and the communist Soviet Union. In the late 1950s, space became center stage for this competition, as each side left no stone unturned to prove the superiority of its technology, military firepower and political-economic system. There was a lot that led up to the space race. The United States cameRead MoreThe World War II : The Cold War2518 Words   |  11 Pagesmostly due to World War II. America and the Soviets were both excellent examples of terrible relationships. They both started in World War II fighting alongside together. This entire time the Communism presented by the Soviets frightened America. America’s worries were mainly because of the tyrannical leadership by Joseph Stalin. Finally, the Cold War began after Soviet continued to expand and the US became more worried. There were very high tensions leading up to the Cold War and during. ThereRead MoreWorld War II : The Cold War882 Words   |  4 PagesAs a result of World War II, Germany was divided between the four most triumphant allies. The United States, France, and Britain shared West Germany. On the other hand, East Germany was occupied by the communist Soviet Union. In the center of the Soviet side, these four countries sp lit the city of Berlin as well. The French, British, and Americans contained the west zone of Berlin, while the Soviets contained the east of Berlin, in the same manner that they had split the entire country. As soon

Risk Assessment Free Essays

2. 1 Legislation The need for an employer to carry out risk assessment has been a requirement of health safety legislation for many years. A summary of the risk assessment requirements is as follows: a) The Health Safety at Work etc Act 1974 Sec 2 – Requires an employer to ensure the health, safety and welfare of his employees so far as is reasonably practicable. We will write a custom essay sample on Risk Assessment or any similar topic only for you Order Now The process of risk assessment has therefore to be applied to determine what is â€Å"reasonably practicable† action in controlling any particular hazard. ) Control of Asbestos at Work Regulations 1987 Reg 5 – Requires an employer to carry out an adequate assessment of the exposure of employees to working with asbestos. c) The Control of Substances Hazardous to Health Regulations 1988 1994 Reg 6 – Requires an employer not to carry out any work liable to expose any employee to any hazardous substance unless a suitable and sufficient assessment of the risks created by that work has been undertaken and appropriate control measures are identified and implemented. ) The Noise at Work Regulations 1989 Reg 4 – Requires an employer to ensure that a competent person carries out a noise assessment when employees are exposed to noise levels above the action levels prescribed. Suitable control measures should be identified and implemented to reduce the risk of heari ng damage. e) The Personal Protective Equipment at Work Regulations 1992 – Require an employer to ensure that personal protective equipment (PPE) is suitable for its purpose (regulation 4), which implies that a risk assessment should be carried out to match the level of protection provided with the hazard present. How to cite Risk Assessment, Papers

Advertising Subtopic Review free essay sample

The major goal of the alcohol beverage industry is to sell alcohol, through advertising. In 2008 the alcohol beverage spent $1. 63 billion on their advertisement budget which is less than half of what one thinks’ of as advertising which the means are TV, magazines, newspapers, and outdoor billboards. Other forms of advertisements are termed â€Å"promotions† which include but not limited to: sponsorship of cultural, musical and sporting events, internet advertising, displays for retail stores, and product placements in movies and TV shows. The total promotion and advertising budget is over $4. billion which is virtually equivalent to what is spent on advertising other beverages from milk to fruit juice. The alcohol beverage industry especially targets the youth by using animation characters, product placement, and social media. The alcohol beverage industry uses animation characters such as the Budweiser frogs, new beverages for example wine coolers that were appealing to the younger people in the 1980’s. We will write a custom essay sample on Advertising Subtopic Review or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page Product placement is carefully considered. Magazines and television shows reveals detailed information regarding viewers and readers that allows advertisers to target very specific populations. In response to lobbyists and the fear of government action, in 2003 the liquor and beer trade organizations joined the wine industry in adopting a â€Å"30% threshold† to guide the placement of beverage ads. This means they would not advertise where the underage audience exceeds 30%. The magazine ads decreased as the television ads increased. Also the 20 major brewers did not adopt this 30% policy. Since the social media is so popular among the under age drinkers, the alcohol beverage company has many advertisements and promotion on Facebook. The alcohol beverage industries have been encouraged to use free features on Facebook such as Facebook applications, events and pages. In the summer of 2009, there were 93 Facebook pages, with more than a million fans for the top-selling beer brands. The top ten selling liquor brands had three times that. One alcohol beverage company has created a special corporate position devoted to using Twitter and other social media to promote and another has decided to devote its entire advertising budget for one of its brands to digital sources. A report in 2003 reported that underage drinking represents 19. 2% of alcohol consumption out of the total 50. 52 billion drinks then consumed annually. One area of concern in the substance abuse field is the constant creation of beverages that appeal to younger people. Women, minority and developing countries are also a target for the alcohol beverage. The advertisements that include women are seen to be sexist and they portray men in the stereotypes of male behavior that contribute to sexual harassment. The alcohol beverage industry is also trying to maintain profits by increasing foreign sales even brewing companies are starting to brew overseas which raises an ethical question. It may seem to be a sort of a counterbalance of the alcohol industry’s efforts to have its product appear on television by promoting responsible drinking, but a young person would have to watch 22 ads for an alcoholic beverage before seeing a commercial promoting responsible drinking. (Jean Kinney 18-25) What inspired you to choose this topic? I was inspired to choose the topic of alcohol advertising because it is everywhere. There is not a day that goes by that I don’t see some type of alcohol advertisement from a billboard, a grocery store display of alcohol, or a television ad. I am amazed by the efforts of how the alcohol industry spends their money to attract new customers. When I look at some new alcoholic beverage that is introduced, I may say to myself,†Wow, that looks good, I wonder what that would taste like. † I don’t consider trying it because I am a recovering addict. It shows that there needs to be more regulation of the advertisements of alcoholic beverages. Also being a professional in the field of drugs and alcohol, the ways of coping with alcohol advertisement being everywhere needs to be addressed in a client/patient’s treatment plan. How will you apply this information when developing a treatment plan? I will apply all this information when developing a treatment plan by discussing and processing with my client how to cope with the environmental cues that may cause a trigger to pick up a drink. Since advertisement of alcohol is everywhere, my patient/or client needs to learn how to live a sober life without feeling they missed out on some new beverage that is being introduced. Also I may process and discuss with my client that if there is a particular place that they have bought their alcohol to avoid and shop elsewhere for their groceries. There is no way to escape the advertisement of alcohol unless one lives an isolated, sheltered life. I cannot expect any patient of mine to live like that, so they must learn to cope in the world without being triggered to drink by the clever promotional campaigns that the alcohol industry promotes there beverages to entice new drinkers or even for people to switch from their loyal brands or to encourage underage drinking.

Plastics Essays - Plastics, Thermoplastics, Dielectrics,

Plastics The Recycling of Thermoset Materials into Thermoplastic Composites Abstract Thermoset process scrap costs companies millions of dollars annually. Specific thermoplastics could benefit from the addition of recycled thermoset material. The incorporation of thermoset regrind into thermoplastic material would provide a viable alternative for the thermoset scrap that is currently sent to the landfills. Theory and Background When a thermoset part has been cross-linked, that material either has to be used in the application it was intended for, or thrown out. In process scrap, generally shear sand/saw grindings and other waste, is shipped to the landfill for disposal. The lack of recycling in the thermoset industry results in higher final prices for the consumer. Developing a practical method to recycle thermoset materials would create a commercially feasible composite material. The addition of the regrind would reduce the requirement for expensive virgin material, decreasing the composite materials price. This would provide the thermoset and thermoplastic industries with substantial savings. Thermoset regrind, from Haysite Re-Inforced plastics, polypropylene co-polymer from ExxonMobil, and Silane Q1-6106 from Dow Corning were used to create the new composite. At Haysite, the regrind is a by-product of the sanding of large laminate sheets of fiberglass-reinforced polyester. Each sheet is sanded to final size, with the waste dust being sent to the landfill. The dust used in this study was taken from Haysite's EMD product line. This regrind consists of approximately 30% glass fibers, 31.5% calcium carbonate filler, 20% polyester resins, and the final 18.5% of the mixture is comprised of organic catalysts, pigments, and trace amounts of highly concentrated chemicals. The silane acts as a coupling agent between the polypropylene and the regrind on a molecular level. The silicon and oxygen molecules, present in the silane, form strong ionic bonds between the glass particles in the regrind. This part of the silane-coupling agent also forms secondary force bonds with the chains of the propylene polymer. Van der wal forces may create bond strength between the glass fibers and the polypropylene as well. The polyester resin portion of the reground material also utilizes van der wal forces. These forces weakly bond the resin molecules to the virgin propylene. The resin and glass fiber portion of the regrind is best if bonded to the polypropylene directly. The silane does not provide any bonding forces between the calcium carbonate and propylene molecules. Calcium carbonate is also hygroscopic which may necessitate material drying if properties are affected by the water absorption. Dow Corning's Silane Q1-6106 is a high viscosity liquid, and compares best to a waxy gel. The addition of the silane provide significant wetting between the materials, which causes clumping. Multiple, less expensive materials can reproduce the wetting characteristic of the silane, however, the molecular bonding benefits are not duplicable with these other materials. Experimental Mixing Originally, it was proposed that the material be compounded through extrusion and palletizing with subsequent injection molding. A regrind level of 20% and 30% was selected to ensure the financial benefits would outweigh the costs associated with silane and the compounding of the composite material. Also, a less expensive alternative was desirable as the costs of the overall process would rise and detract from the cost savings provided by the use of the thermoset regrind. When it became evident that the material could be directly injection molded, this alternative was selected over the extrusion operation. Overall, the procedure followed was clean, efficient, and could be used to produce large quantities of the composite material in a short period of time. Mixing was preformed to the following guidelines. A five-gallon bucket was lined with two garbage bags, and filled with 4.35 kilograms of the virgin polypropylene. Next, the resin was wetted with 0.17 kilograms of silane. The mixture was then tumbled to avoid clumping in a specific area and to prevent poor distribution of the silane. The second wetting also consisted of the 0.17 kg of silane and a second tumbling. The regrind was then integrated into this mixture by splitting the amount in half, and adding the regrind in two batches of 0.99 kg each. After each addition of regrind the material was tumbled. To produce the 20% loaded parts, half of the 30% regrind loaded parts were reground into normal pellet size and mixed with

The Moonstone essays

The Moonstone essays Thomas Collins in The Moonstone begins his novel with the traditional portrayal of India; a place filled with adventure, booty, mysticism, savageness, and treachery. There seems to be a pervasive fear through out the British folk through out his novel; a fear of mixing of races, of moral corruption, of a savages disregard for human life, and a fear of them lurking in the shadows. However this not what Collins wishes this to be the final impression of India for his audience. What Collin instead creates a noble portrait of India filled with piety, ancient duty, and of sacrifice through his effective portrayal of the good Ezra Jennings, subtle description of the final resting place of the Moonstone, the revelation of the true nature of Godfrey Ablewhite, and the subtle hypocrisy of all the British prejudices towards the Indians. In the beginning of the novel we get an account of the history of the Moonstone up till John Herncastle becomes in possession of it. It is told by a reliable and trusted family member, the cousin of John Herncastle, who has no interest in relating this tale in a falsely negative light for it reflects badly upon everyone in his family. Although it is never explicitly written that John Herncastle murdered the sacred priests for this jewel; it is meant for us to infer this. We hear the dying words of the Indian Brahmin in his native tongue as his blood drips of dagger held in Herncastles hand: The Moonstone will have its vengeance yet on you and yours! (58). However despite this damning evidence the dying utterance of an Indian is not enough to even utter an accusation against a British officer. We can see his true feelings towards the guilt of his cousin John Herncastle. After watching the Indian die he questions Herncastle for an explanation of this shocking bloody scene. He w ithholds the knowledge that he understood the dying Indians last words because his first instinc...

US COIN Campaigns in Philippines and Vietnam Research Paper

US COIN Campaigns in Philippines and Vietnam - Research Paper Example Finally, this paper will strive to highlight the lessons that US learnt from its past COIN campaigns in the form of two consecutive successes; one achieved in Iraq and the other in Afghanistan. Introduction Counterinsurgencies (COIN) are described as a common war tactic. Foe groups engaged in wars often use this particular tactic to identify and overcome insurgencies prior to their occurrence. The authoritative governmental military groups since time immemorial have organized COIN campaigns. However, its rudimental intention remains the same. COIN campaigns were majorly covered in H100 when the US Army used many tactics and strategies in Vietnam and the Philippines. Governmental forces took a considerable amount of time to frame winning strategies in the COIN campaigns in both cases. The focus on these COIN campaigns was to make devastating offensive operations to defeat the insurgency disclosed, develop cultural understandings with the foes and to apply competent intelligence in mit igating chances for future insurgency attacks. Nonetheless, the results obtained in both the COIN campaigns proved drastically different. Even though the COIN campaign against Filipino insurgencies was a success, the US Army failed to defeat Vietnamese insurgencies in H100 (Gentile, 2009). Certainly, there are certain aspects essential for framing COIN strategies and thus ensuring their overall success. For instance, a COIN strategy must include an in-depth understanding of the motives and the objectives of insurgencies along with cultural and religious aspects of both insurgents and local populace in a differentiated manner. It is vital that the COIN strategy complies with the legal aspects of performing a counterinsurgency. Correspondingly, governmental policies to...However, its rudimental intention remains the same. COIN campaigns were majorly covered in H100 when the US Army used many tactics and strategies in Vietnam and the Philippines. Governmental forces took a considerable amount of time to frame winning strategies in the COIN campaigns in both cases. The focus on these COIN campaigns was to make devastating offensive operations to defeat the insurgency disclosed, develop cultural understandings with the foes and to apply competent intelligence in mitigating chances for future insurgency attacks. Nonetheless, the results obtained in both the COIN campaigns proved drastically different. Even though the COIN campaign against Filipino insurgencies was a success, the US Army failed to defeat Vietnamese insurgencies in H100 (Gentile, 2009). Certainly, there are certain aspects essential for framing COIN strategies and thus ensuring their overall success. For instance, a COIN strategy must include an in-depth understanding of the motives and the objectives of insurgencies along with cultural and religious aspects of both insurgents and local populace in a differentiated manner. It is vital that the COIN strategy complies with the legal aspects of performing a counterinsurgency. Correspondingly, governmental policies to combat insurgencies with effective COIN campaigns also play an essential role (Corum, 2007).

Managing international Business Essay Example | Topics and Well Written Essays - 2250 words

Managing international Business - Essay Example Understanding consumer behavior, the right marketing mix, managing cultural diversity, sourcing and investment decisions have to be considered as well. While new technologies and liberalizations have helped big companies to increase their efficiency and reach, these very forces pose a challenge from the smaller firms. The smaller firms are a threat to the big corporations as they too capture the market and are in the race for the same products and services. This report highlights the issues that arise in managing international business. Improvements in transport and telecommunications sector have reduced the impact of distance allowing firms to enter foreign markets. At the same time, new technologies and deregulation of capital markets allow small firms to compete with multinational corporations. As competition increases, the interest of share holders and the customers become important in corporate decision-making. This new form of corporate governance has to be accepted otherwise they run the risk of losing finance and customers to competitors (Savitsky & Burky, 2004). Governments must support this transition to a more accountable, transparent, and efficient form of corporate governance within their economies. Economies of all shapes and sizes – including China, Germany, France and the Asian Tigers – are confronting this challenge. The clash of traditional business practices is most acute in Japan, resulting in opening up of the economy to mergers and acquisitions, including those by foreign investo rs. Recent studies indicate that it is now the microeconomic factors like management of the firm which determine success rather than the macroeconomic reasons. This is because of the increasing role of international trade, improved managerial techniques, and supply chain management. When firms adopt the strategy of mergers and acquisitions in developing countries, they face resistance. Acquisition of existing facilities is accompanied by payroll cuts.

Motivation And Group Team Working Business Essay

Motivation And Group Team Working Business Essay Molander Winterton (1994, p.3) states that Anyone who has spent time in a number of work organizations will have noticed how the climate differs, the different ways in which things are done, differing levels of energy and individual freedom, and of course, different kinds of people. And The complex mixture of assumptions, behaviors, stories, myths, metaphors (symbols) and other ideas that fit together to define what it means to be a member of a particular society, this view has been supported in the work of Stoner and Freeman (1999, p.181.). Culture is derived from notional context, clearly linked to strategy and determines how strategy can be implemented. In successful organization, there is a strong culture. In 2006, Haier is the worlds 4th largest whitewoods manufacturer and one of China top 100 IT company. In addition, Haier branches in technology research, manufacture industry, trading and financial services with 240 subsidiary companies and 30 design centers, plants and trade companies and more than 50,000 employees around the world. The global revenue was approximately 10,000 million pounds. Nevertheless 20 years ago, Haier was a small state owned company in Qingdao, China and it was losing $178,000 on annual revenues of $421,000. (Haier, 2010) During that period, it had built up its own sales network around world, export more than 160 countries. Meanwhile, Haier just product refrigerators originally, now its product range cover dozens of categories in the domestic electrical appliance market with thousands of individual products. What makes Haier from a small unsuccessful company, which is nearly shut down to an international large-scale enterprise? It is the Zhangs hammer. Zhang Ruimin the CEO of Haier Corporation, he drives and transforms Haier to a global player. Haiers culture, style and operational approach reflect its Chinese traditions and its successes are identified with its key leaders. Haier president Yang Mianmian states her strategy of one low (price), three high (value, growth and quality) it is also cited as a key for Haiers continuing success. A story of Zhang Ruimin that took in a day in 1985, Zhang took a sledgehammer to a row of 76 faulty Haier fridges to the whole workforce who were lined up to watch ( a fridge cost about two years wages in that year). Zhang said: If we do not destroy these refrigerators, what is be shattered by the market in the future will be this enterprise. This hammer is a symbol of Zhangs complete rejection of the previous company attitude that defective products could be tolerated and knocked out at a discount. This story signifies that Haier Corporation is with a strong and distinctive culture. The international strategy of Haier seeks to offer a fast delivery and good service to local market and customers by make maximum use of local labour resources and capital. It is always changing products for the local preferences and habits (as with the wine fridge), a practice that could become costly in terms of complexity and logistics. Haiers global branding strategy aims at standing as a local brand in different market. With the strong Haier culture, Zhang has decided to go for the difficult markets first on the basis that success in these markets would require the company to improve faster than seeking to dominate less fiercely contested markets. Haier has dominated the Chinese market, though Zhang has sought to expand the network through alliances, such as the 2002 agreement with Sanyo, this agreement helps Haier force into Japan market. Haiers strong culture can be seen most clearly in its internal relationships even exporting to other country. Haier built and opened a factory in South Carolina to serve the American market. At first, its methods were strange to the new employees from local labour market. However, according to a report in the Chinese Peoples Daily: à ¢Ã¢â€š ¬Ã‚ ¦both sides have harmonious exchanges, the difference of cultural background, instead of causing estrangement between the Chinese and American workers in their work, has increased their interest in mutual understanding. Initially, the American workers were against to volunteer for overtime to complete the days target work, but the Haier culture motivated them accept the strange work system from China and even prepare for the next days work at Independent Day. Haier seems spread its culture to America. Nowadays, Haier represent as a super brand from China manage to establish and consolidate its position as global brand. As CEO Zhang said: Another challenge unique to China is we have started our brand development late. So we have to catch up in a very short period of time. I will give you an analogy: Its like constructing a 10 story building. Our foreign competitors have already finished all the way up to the ninth floor. The Chinese market is their tenth floor. Once they have moved successfully into the China market, they will be finished with building this high-rise. But in China, we have only built the first floor. There are still nine floors to go. The story recently carried out in the Essentials of organizational behavior by Mullins (2008 cited in Lecture note University of Birmingham Organizational behavior course, 2009). Haier makes culture as a tool of upgrade and powerful company. The aspects of culture can be national, organizational, or interest group, relatively enduring values, beliefs, customs, traditions, and practices commonly shared by a discrete group-defines boundaries between organizations. It also can be transmitted from one generation to the next-conveys a sense of stability and identity. Culture is something larger than individual self-interest, provides standards and control mechanisms. Innovation and risk, attention to detail, outcome orientation, people orientation, team orientation and stability perceived as organization culture separate the high strength employee and low strength employee. The countrys origin effect appears on most global companies that rooted in national business system of their home co untry. Hofstedes analysis has brought up cultural differences in such areas as power distance and uncertainty avoidance, such nationalities as American, British, German/European and Japanese emphasis different approaches to business. Cultures interact with such elements as national business systems, corporate control, management development and human resources management such as COKE, TOYOTA, and UBS. The Business organisation and management lecture given by Dr Peter Foss in November 2009 has shown the definition of motivation is The willingness to exert high levels of effort toward organisational goals, conditioned by the efforts ability to satisfy some individual need. Many factors can influence motivation for example, needs or expectations, behaviour or action, desired goal, frustration or fulfilment and feedback. These make a cycle system, the need or expectations leads to behaviour or action then a desired goal will be set, during the process the blockage will result in frustration, on the contrary get through the blockage will contribute to fulfilment, finally some feedback to needs or expectation. Two differing perspectives are the content theories and process theories. The content theories emphasis what and process theories accentuate how. The content theories identify our needs and strengths; provide the elements of motivation (Spicer, 2010). The Maslow Hierarchy of needs construct by 5 stages, from lowest to highest each stage has its own expectation after reach it, then will move to the next stage. We satisfy needs in the order given: physiological, safety, social, esteem and self-actualisation. After turn to next unsatisfied need, the satisfied need will not be a motivator any more. Meanwhile, lacks of satisfaction will effects physical and mental health. The innate desire to scale hierarchy and self-actualisation stimulates the desire for more. The Hongwu Emperor is one example to interpret this theory. Hongwu Emperor named Zhu Yuanzhang found Ming Dynasty in China, who is an outstanding military scientist and politician. He was born in Pei County in 1328 and he was the youngest of four brothers. His family was difficult to supply basic needs for them and in 1344, the broken dam of Huang River destroyed this poor family, only Zhu Yuanzhang survived. In order to dispense the terrible life condition, Zhu Yuanzhang joined a local rebel group to fight Mongol army. With a strong survivable desire, physical talent and natural leadership ability, Zhu Yuanzhang became a leader in one branch of Red Turban. The Red Turban was mixed brief by Buddhism and Zoroastrianism, the major force against Yuan Dynasty. In the 1356 Zhu Yuanzhang took control of a major city of China, Yingtian (now called Nanjing), he started operate his own policy and built his power prepared for separate from Red Turban in the future. Benefited by Zhu Yuanzhangs splendid talent, he won the largest naval battle, after won and from now on, Zhu Yuanzhang started collecting treasure and jewellery from the people under his rule and built his own palace in Yingtian. He took the rest of China and destroyed Yuan Dynasty in 1366. In the year 1368, Zhu Yuanzhang proclaimed himself Hongwu Emperor. (Buzzle, 2010) From this story, Zhu Yuanzhang followed Maslow Hierarchy of Needs, transfer from physiological to safety when he joined the rebel group, after took control of Yingtian, and he sought for affiliation. When Zhu Yuanzhang proclaimed himself Hongwu Emperor the stage from esteem to self-actualisation. However, the Maslow Hierarchy of Needs theory limited by live condition and level of knowledge. According to the Maslow Hierarchy of Needs Pyramid, the Physiological is the most common need and Self-actualiation is the smallest. It is not suitable for the modern world any more, with the upgrade level of human civilization. Self-actualization cannot stay at the top of Maslow Hierarchy of Needs Pyramid any more, physiological does not the basic need for most people. Theory X Type Theory Y Type People dislike work and want to avoid it Work is interesting, need it for growth Force is needed to get the right effort People will direct themselves to goal People are mostly motivated by money Desire to fulfill ones potential is motivating Most people have little creativity Creativity is available, but widely under used Source: Foss, 2009 The McGregors Theory X and Theory Y show two opposite views of individual. Managers would more support Theory Y, the mental motivators are more effective than substance motivators. The employee with Theory Y mostly will be the top of their own territory, but Theory X cannot. David McClelland learned that employee motivated by the six basic human needs: achievement, power, affiliation, independence, self-esteem and security. (Bratton, Sawchuk, Forshaw, Callinan, Corbett, 2010) The Process theories of motivation focus on the choice of motivator that effect in the period of work. How much effort the worker paid in the specific work depends on the motivator. The three process theories of motivation are equity theory, expectancy theory and goal-setting theory. ( Bratton, Sawchuk, Forshaw, Callinan, Corbett, 2010) Equity Self : Outcomes(100) Inputs(100) Other: Outcomes(100) Inputs(100) Inequity (under-rewarded) Outcomes(100) Inputs(100) Outcomes(150) Inputs(100) Inequity (over-rewarded) Outcomes(150) Inputs(100) Outcomes(100) Input(100) The Equity Theory is defined by ratio of an individuals inputs and outcomes to explain how people utilize the resources and energy to distribute fairness. The balance or imbalance direct influence the satisfaction and motivation of employees. Inequitable reward leads to dissatisfaction, lower output and departure. Equitable reward contributes to continue same level of output. More than Equitable Reward conduces to harder work, discounted reward, higher motivation. Conspicuously, the best way to manage the motivation of employees is a positive reward system. (Bratton, Sawchuk, Forshaw, Callinan, Corbett, 2010) Expectancy theory based on the expectation for the output of employees. Moreover, satisfy the equation: Force of motivation (F) = V (direction) ÃÆ'- I (probability) ÃÆ'- E (expectation), motivation is the product of direction, probability and expectation. The effort affect the performance, performance influence reward, finally the reward decide how much output and expectation. The satisfactions of personal goal approach contribute to a higher passion of employee to the work or research. (Bratton, Sawchuk, Forshaw, Callinan, Corbett, 2010) Goal-Setting theory is the process of motivate employees using goal setting method. A challenging goals lead to higher level of performance, but this hinge on the workers ability, otherwise, will damage the motivation and confidence if the goals cannot be reached. Specific goals conduce to higher value of work than oversimplified goals. An energetic employee in goal setting can improve performance by increasing commitment. Individuals belief of being capable of performing a task assisted by setting goals increases performance. (Bratton, Sawchuk, Forshaw, Callinan, Corbett, 2010) The next topic I chose is Group and Team Working. Group and team are two different conceptions. The Group is two or more people work together, face to face communication and have a common target. Nevertheless, the Team is a group of two or more people who influence and care each other, are acting as one people for common objectives and perceive themselves as a responsible entity with an organisation. (Bratton, Sawchuk, Forshaw, Callinan, Corbett, 2010) Developing from Groups into Teams is one of the managers of organization need to think over. The Team had always better than the Group that is why a group of the world best football players cannot 100% defeats a professional team with unknown players. The task and process approach of transfer group into team have a great deal of aspects: different culture if the members of the group have different nationality or culture background, choose a leader from the group, environment, motivation, resources and power or ability. There may also have plenty of uncertain and complex difficulties. Affiliation and achievement of individual needs of group members, the communicate channels, openness to each other and decision making are foundations of a team. Nowadays, team working is competitiveness, with a high competitive market race, organization required to upgrade its efficiency of work and emphasize the importance of the spirit of team working. Especially when face a large-scale project, the individual cannot finish it by itself, at this point, the age of individualism was end, an outstanding team seems be the main stream of world development. The performance of a team depends on the classification of work team, lower-level teams just make things like self-managed work team similar with a single group, middle-level teams monitor thing like project team but not perfect, the senior-level teams plans and runs things, they drive the project to be real by their steps. (Bratton, Sawchuk, Forshaw, Callinan, Corbett, 2010) To be a high performing team required a common purpose, clear defined goals, psychological, role clarity, mature communication, productive conflict resolution and accountable interdependence. Establish sense of urgency, select members for skill and skill potential, pay attention to first meetings and actions, set clear rules for each member, challenge group frequently, set and seize on a few quick performance oriented tasks, spend lots of time together and use positive feedback. The other important rule is insure psychological safety: equal voice, contribution; everyone participates; attack issues not people; privacy in team discussion. (Foss, 2009) The leader is the core of a team who manage the direction of team approach with an overall consideration. The leader should familiar with the ability and virtue of each member and makes them act best in the suitable position, stimulates the potential of them, strengthens the communication between the team and makes the members feel their importance in the team. The members of team are indispensible for the team, should have the consciousness of team working. Finishing the job of themselves is the responsibility in a team, in additional, the members of team should trust each other. The barriers to team effectiveness like social loafing, risky shift, decision-making, groupthink and common knowledge. A pernicious conflict in the team, especially between the leader and co-leader, this will dissociate the team. In the team, the 1+1 probably not larger than 2. In the 2004 NBA final, the Laker has Shaquille ONeal, Kobe Bryant, Karl Malone, Gary Payton and the coach Phil Jackson versus the Pistons. Everyone believed the NBA most powerful team in the last 20 years would defeat the team without one superstar easily. However, the result was the Pistons defeat the Lakers with score 4 to 1. Actually, Shaquille, Kobe, Karl and Gary they are great basketball players no matter in the league or history, but they are not a team, just a famous group. Kobe and Shaquille not get along well for the team leader, Karl and Gary desire for a champion ring, a team with domestic trouble and foreign invasion cannot call a team. The three topics are from the module organizational behaviour and sociology of work. An abundant knowledge of organizational behaviour helps handle the relationship between employees and managers in the organization and have the positive function to the company development. The first topic is organizational culture, and the first part is the definition about organizational culture. Next using the Haier cooperation as the application organizational example, during the application part connects with the theory of organizational culture. The final part is described the key theory and principles, in addition, the criticisms of the theory and principles in this part either. The second topic is motivation. The first part is explain what motivation is and provides The Maslow Hierarchy of needs theory as the main theory. Using the Hongwu Emperor as the example to explain the maslow hierarchy of needs theory. The following is the criticisms and personal opinion against the maslow hierarchy of needs theory. Finally part is the other key principles and theory. The last topic is group and team working. The first part is same with the other two parts explain the definition of group and team working. Next depict the differences between group and team. The Laker from NBA is the organization to show how to manage a team and the barriers to team effectiveness. The Organizational culture, Motivation and Group and team working are important aspects to an organization. The knowledge of organizational behaviour is art of human relationship in the organization, it is the mental spirit of an organization. A successful management of organizational behaviour not only build a concordant relationship during the employees and managers but also clear the barriers to organization upgrade and performance.

Company Secretarial Practice

Corporate Secretarial Practice Sample paper Suggested answers Important notice When reading these answers, please note that they are not intended to be viewed as a definitive „model? answer, as in many instances there are several possible answers/approaches to a question. These answers indicate a range of appropriate content that could have been provided in answer to the questions. They may be a different length or format to the answers expected from candidates in the examination. Case study Trymore plc You have just joined Trymore plc („Trymore? , a company listed on the London Stock Exchange, as company secretary. This is the first time that a company secretary has been appointed as a separate role in Trymore, as the position had previously always been held by the finance director. Trymore manufactures and sells luxury jewellery and the business has suffered as a result of an economic downturn. Several issues have arisen with certain stakeholders of the company, includi ng unions, shareholders, auditors and the media. The board of directors is very worried about these problems and has convened a special board meeting to discuss what to do.The chairman believes that some of the issues will require input from the company secretary, as a senior member of the company? s management team. You hold a series of meetings with your senior colleagues to find out more about the problems. The matters set out below are discussed with you. Firstly, you hold a meeting with Ms People, the director of human resources. Ms People provides you with an update on a number of matters, including staffing numbers, future wage proposals and relationships between staff, management and the Employees?Union („the Union? ). She also tells you that the Union is concerned about some of the decisions and actions taken recently by the directors and the effectiveness of the board generally. In particular, the Union: ? ? Has accused several directors of planning to â€Å"help th emselves† to the company? s assets, rather than investing the company? s funds into protecting jobs. Is not convinced that many of the decisions taken by the directors recently have benefited the company, particularly in the short-term.Ms People tells you that the company is keen to preserve good relations with the Union, so it will be important to fully address these issues in any dealing with them.  © ICSA, 2010 Page 1 of 16 Several hundred staff were recently made redundant, mainly at the head office, and many of the remaining staff are fearful that they will lose their jobs. The redundancies have even spread to the company secretarial department, where 25% of the staff have been made redundant as part of cost-cutting measures.This has made the workload of the company secretarial department very heavy. You have already explained to Ms People that your staff have complained that they are finding it very difficult to cope and that you fear more staff will resign unless staf fing numbers increase. Ms People tells you that morale within the company seems particularly low. In order to expand the business, the Union understands that the company has recently acquired several overseas companies which have poor human rights records.Staff in the overseas countries are not part of the Union and are cheaper to employ, and the Union is worried that there will be further job losses among their members as a result. The Union is also concerned with the behaviour of Big Holdings plc („Big Holdings? ), the company? s largest shareholder – Trymore is not a subsidiary of Big Holdings. The Union claims that Big Holdings has excessive influence over Trymore, and that Big Holdings? strategy is very similar to Trymore? s regarding the investment into overseas companies.However, Ms People tells you that this approach is the most effective way to reduce the cost of employment. Your second meeting is with Mrs Gain, the finance director and your predecessor as comp any secretary. She summarises the company? s current financial position to you and outlines the key financial priorities for the rest of the year. She also tells you that she is worried that many of the company? s shareholders will be concerned with the company? s external auditors, following an alleged scandal in the press regarding several senior partners of the audit firm.Many clients of the audit firm have announced that they will no longer use them. The company is keen to preserve its reputation and is monitoring developments on this closely. Mrs Gain shows you a copy of the recently received audit letter which refers to a number of company secretarial issues. These centre on the fact that due to the redundancies, and the resulting disorganisation in the company secretarial department, Trymore? s statutory records have not been kept up-to-date, with minutes not being prepared and some statutory filings missed.She is particularly worried that there may be some consequences if th e requirements for statutory filings have not been fulfilled. Nevertheless, she also tells you that she has to balance the need to control costs in the company with the need to ensure that the company adheres to its statutory requirements, and that she will need some input from you and Ms People to help her decide the best way to address this. Your next meeting is with Mr Spin, the director of corporate communications. Mr Spin tells you that Trymore has received a lot of negative media attention recently.This includes a negative article in a newspaper which suggested that Trymore, along with other companies in its sector, was overcharging its customers. The article also attacked Trymore? s environmental record. Relationships with shareholders have also become strained recently. Due to the business suffering, the press has speculated that the company is due to make a loss for the first time. Several of the large institutional shareholders based in the City of London have told the cha irman that the performance of the company needs to improve.The business will also need to communicate to stakeholders further ways to save on costs and/or raise extra funds. In particular, Trymore has a large number of shareholders with small shareholdings and Mr Spin is keen to address their concerns. Shareholders have complained that the company has not done enough to modernise the services it provides to them. Mr Spin has been monitoring internet chat rooms and sees that several shareholders with small holdings are proposing to set up a shareholder action group which will demand improvements in performance and services.Mr Spin is keen to improve relations with shareholders, particularly during this difficult time.  © ICSA, 2010 Page 2 of 16 Questions 1. A meeting has been planned with the chairman of Trymore and the general director of the Union. The Union is expected to make several allegations and the chairman wishes to be well prepared for the meeting. Required Prepare a bri efing note for the chairman, analysing the following: (a) (i) What are the implications of being a shadow director and what steps in general should be taken to avoid any shadow directorships arising? 6 marks) Why might the Union consider Big Holdings to be a shadow director? Assuming Big Holdings is a shadow director, are there any exemptions which may apply? (4 marks) Assuming Big Holdings is a shadow director, what steps need to be taken by Trymore, particularly if Big Holdings is going to continue its level of involvement with Trymore? (4 marks) (ii) (iii) Suggested answer (i) The implications for shadow directors can be onerous. They are liable as every other director and must comply with the provisions of the Companies Act 2006 (CA 2006). Taking into account Trymore? financial difficulties, in the event of an insolvent liquidation the liquidator may claim that Big Holdings was a shadow director of the company. S214 Insolvency Act 1986 deals with wrongful trading of directors in certain circumstances where directors knew or ought to have known that there was no reasonable prospect of a company avoiding insolvency. If the liquidator is able to successfully apply to the court for a declaration that directors contribute to the company? s assets, this would mean that Big Holdings could be joined with the other directors if there is any claim against the directors as part of insolvency proceedings.Shadow directors are also amongst the class of directors that may be disqualified from being concerned in the management or direction of a company, if a finding is made under the Company Directors Disqualification Act 1986 that their conduct in relation to the company? s affairs makes them unfit to be concerned in the management of a limited company. A court of summary jurisdiction may impose a disqualification order for a maximum of five years, or in the case of superior courts, 15 years. The application to the court will be made by theSecretary of State based on a r eport by the liquidator or the Official Receiver into the conduct of the directors of the company. Some practical steps which can be taken to avoid potential shadow directorships arising are: ? ? ? Professional advisers should have a letter of engagement setting out their terms of reference and expressly stating that they are not to be treated as directors of the company. It is good practice to ensure that third parties are made aware that professional advisors are not acting as directors of the company.For Trymore, this could be done by appropriate disclosure in their Annual Report. It would not be appropriate for a representative of Big Holdings to attend board meetings. Page 3 of 16  © ICSA, 2010 (ii) A shadow director can be described as a person in accordance with whose directions or instructions the directors of the company are accustomed to act. A key question will therefore be whether the board of Trymore is independent or whether it has been acting in accordance with Big Holdings? directions.There are some limited exceptions as to who will not be classed as a shadow director but this is generally restricted to professional advisers as their advice is usually limited to a particular part of the business. If Big Holdings has been advising Trymore in this respect of certain investment strategies only then it may well qualify as an exception. However, this seems unlikely. As a good point of governance and disclosure, if Trymore had been reliant on Big Holdings in a way which appears to be material to the company? s strategy, it may have been appropriate to disclose the relationship, for example, in Trymore? Annual Report. (iii) There is no requirement under the CA 2006 to register a shadow directorship at Companies House (CA 2006, s162) and under the 8th Companies Act 2006 Commencement Order, details of shadow directors should be removed from the register of directors interest of companies in existence of 1 October 2009. However, a shadow directorship i s an undesirable position, particularly for a listed company. If Big Holdings is indeed a shadow director and will continue its level of involvement the most appropriate course of action would be to regularise the position.This would include the following: ? ? Disclosing any interests in contracts and so on. Requesting Big Holdings to formalise documentation which appoints a representative to attend board meetings (ensuring appropriate induction arrangements are made if necessary for the company? s representative). (b) On what grounds might the Union allege that the directors of Trymore have breached their statutory duties? What statutory considerations would the directors have against such allegations? How should the chairman ensure that directors are aware of their statutory duties? (11 marks)Suggested answer There are several statutory duties of directors under the CA 2006. Given the Union? s concerns, the most likely allegations which may be raised are the following: ? Breach of duty to exercise reasonable care, skill and diligence (s174 CA 2006) – The Union may claim that some of the decisions made by the directors have not shown the required level of care, skill and diligence in accordance with S174. This is tested in two ways: an objective test of the general knowledge, skill and experience expected of a director, and also a subjective test of the actual general knowledge, skill and experience held by that director.Directors would, therefore, be required to demonstrate that decisions they have taken have met the standards required by s174. Breach of duty to promote the success of the company (s172 CA 2006) – A director is required to act in a way he or she considers in good faith and shall promote the success of the company for the benefit of its members as a whole. CA 2006 provides a nonexhaustive list of factors which directors should take into account when considering this duty. Directors would, therefore, need to show that they have ta ken one or more of the stipulated factors into account or any other relevant factor. One key consideration here on which the directors may rely is the likely consequences of decisions over the long-term. It may be the case that the impact of decisions are detrimental over the short-term (such as redundancies) but are designed to be of benefit for the long-term. A further consideration is that there may be „competing? factors which the directors need to take into account when considering which particular action or actions will promote the success of the company.  © ICSA, 2010 Page 4 of 16The best way to ensure that the directors are aware of their duties is through a process of induction and ongoing education. The newly appointed company secretary will have a pivotal role in this. As a newly appointed company secretary, through discussion with the chairman, a â€Å"sense check† should be taken as to the directors? awareness of their duties. The Combined Code recommends that the company secretary, in conjunction with the chairman, takes responsibility for ensuring the appropriate induction of a director.Before a director accepts an appointment, the secretary should ensure that he or she is fully aware of their responsibilities, duties and potential liabilities. This includes, in particular, their statutory duties as required by the CA 2006. The company secretary usually decides, in conjunction with the newly appointed director on the best way to deliver the induction, which may take the form of presentations, attendance at seminars or providing guidance books. Following induction, the company secretary should take responsibility for the ongoing briefing and refresher training of directors at appropriate intervals. . You have serious concerns about the issues regarding the statutory registers, statutory filings and auditors: (a) (i) You discover that no action has been taken in respect of the following: ? ? ? The Annual Return date for Trymore was two weeks ago. Your appointment as company secretary was three weeks ago. A shareholder requested minutes of the last Annual General Meeting (which was held two months ago) but no minutes have yet been prepared. Explain if there are any statutory or regulatory implications in respect of the above and any required timescales. 10 marks) (ii) Explain, in a memorandum to the finance director, why it is important for the company to promptly file all required returns with the Registrar of Companies and the implications of failing to do so. (4 marks) (b) The directors would like to know what the liability of the auditors to the company is, in relation to their auditing of the company? s accounts. The directors are concerned that the auditors may seek to limit their liability and wish to know whether it is permitted under company law and what procedures would be involved for this.The directors expect shareholders to be concerned about the alleged scandal regarding the auditors and have aske d you if there are any provisions of the Companies Act 2006 which enable shareholders to take action in this regard. The directors also ask you if there are any disclosure issues which the company would need to take into account regarding the position of the auditor. (11 marks) Required Prepare an appropriate briefing note for the directors in respect of (a) and (b) above. (Total: 25 marks)  © ICSA, 2010 Page 5 of 16Suggested answer (a) (i) ? Statutory filings and registers Annual Return date – The Annual Return must be submitted to Companies House within 28 days of the Annual Return date, together with the associated filing fee. Trymore is not, therefore, overdue and has two weeks to file the return. Appointment of company secretary – Public companies are required by s275 CA 2006 to maintain a register of secretaries and by s276 to notify the Registrar within 14 days upon the occurrence of any change in the particulars contained in the register.It is, therefore, goo d practice to update the register of secretaries without delay and a statutory requirement to notify the Registrar of Companies within 14 days of such an event. Trymore is, therefore, one week overdue. Pursuant to s276, if default is made in complying with this section, an offence is committed by every officer of the company who is in default. Furthermore, as a listed company, there is a regulatory requirement to issue an announcement via a Regulatory Information Service in respect of the appointment.This should have been done, at the latest, without delay following the appointment and is, hence, considerably overdue. AGM minutes – As a core function of the company secretary, it is good practice to prepare minutes promptly following a meeting. Moreover, s355 requires every company to keep minutes of all proceedings of general meetings. If the minutes have not been prepared, it is likely that any resolutions which need to be filed at Companies House have not been filed either. Such resolutions must be filed within 15 days of the meeting and, hence, are overdue.In addition, s358 entitles any member to request (subject to any applicable fee) a copy of the minutes of general meetings and such copies must be provided within 14 days of receiving the request. ? ? The situation must, therefore, be addressed without delay in respect of writing the minutes, sending the minutes to the shareholder and making any necessary filings with the Registrar of Companies. In general, if a company fails to comply with the above requirements, an offence is committed by every officer of the company who is in default. (ii) Filing returns with the Registrar of CompaniesIt is important for the company to promptly file all required returns with the Registrar of Companies for a number of reasons. Firstly, the CA 2006 makes directors of the company liable for failing to file required documents. This could damage the reputation of both the director and the company and, in extreme case s, persistent failures to file could lead to the disqualification of one or more directors. Secondly, part of the assessment of a company by stakeholders (such as credit reference agencies, suppliers and prospective customers) will include a review of documents lodged at Companies House.If it is clear that the company is not adhering to its statutory requirements, this may discourage third parties from doing business with the company. Lastly, a failure by a company to file accounts, annual returns or respond to a communication from Companies House could result in strike-off action by Companies House. The directors would, therefore, be strongly advised to ensure that the company secretarial function is appropriately resourced to ensure that the company is able to comply with its statutory obligations.  © ICSA, 2010 Page 6 of 16 (b) Liabilities of the auditor and shareholder concernsAuditors are required to act honestly and with reasonable care and skill in discharging their duties. An auditor is liable to the company for any loss resulting from negligence or default in the performance of his or her duties. As an auditor? s liability is unlimited, this has led to concerns in recent years that an audit firm could go out of business were it to be found liable in a court. The CA 2006, ss534-538, introduces the possibility that the liability of auditors may be limited. However, this is not a unilateral decision by the auditor and would need to be agreed with the company.Any such attempt to limit liability would be in relation to the specific financial year and would need the approval of the company? s shareholders by ordinary resolution, following approval by the board. The details of the limitation would be set out in a formal liability limitation agreement, which can reduce the extent of liability to no less than such an amount or proportion which is fair and reasonable, taking into account the auditor? s responsibilities and contractual obligations and the prof essional standards expected of them.In respect of likely shareholder concerns, as Trymore is a public company, it is required to propose a resolution at each Annual General Meeting (AGM) in respect of the re-appointment of the auditor. If shareholders are concerned about the suitability of the auditor, the most obvious action would be for shareholders to vote against the resolution. The appointment of the auditor would, therefore, come to an end at the end of their term. CA 2006 s527 also gives shareholders of a quoted company the right to have a statement placed on the company? website ahead of a general meeting at which the accounts are to be considered. However, the statement must only be in relation to the audit of the accounts or any issue surrounding an auditor who has ceased to hold office. In order for the statement to be placed on the company? s website, it must be requisitioned by members representing at least 5% of the total voting rights or by 100 members holding paid up shares on average sum per member of not less than ? 100. As a listed company, the directors should be alert to any likely problems which could damage the company? s reputation and should have a plan to deal with it.The company should, therefore, create a prepared response on the company? s position in relation to the auditors which could be released if required. In addition, the Listing regime requires all circulars to shareholders to carry the necessary information to enable shareholders to make an informed choice if a voting action is required. The notice of AGM must, therefore, have a clear recommendation as to whether the directors support all of the resolutions, including the resolution on the re-appointment of the auditors.  © ICSA, 2010 Page 7 of 16 3. You learn of some new developments with regard to the company? relationship with its shareholders: (a) The directors inform you that press speculation is indeed correct and that, due to a sudden change in trading, the compan y is expected to make a loss for the first time. They ask you what disclosure issues arise, why such issues arise and what actions should be taken. They also ask you to explain the process by which listed companies must disclose information. (12 marks) Mr Spin notes that the company does not send Summary Financial Statements (SFSs) to its shareholders and that this could be one way in which the company modernises its shareholder services.Mr Spin asks you to prepare a note for the board explaining the following: (i) What SFSs are and why companies might wish to send them to shareholders. (4 marks) What statutory process and procedures a company must follow prior to issuing SFSs to shareholders. (3 marks) What key information must, at a minimum, be included in SFSs and how the SFSs should be approved. (6 marks) (b) (ii) (iii) Required Prepare a briefing note for the directors in respect of (a) and a note for the board in respect of (b), above. (Total: 25 marks) Suggested answer (a) Di sclosure issues regarding trading conditionsListed companies must observe various continuing obligations, as set out in Listing Rules and in the Disclosure and Transparency Rules (DTR). Continuing obligations are designed to ensure a fair market, with equal access to information by all parties and help to reinforce the importance of a properly regulated market and thus help to increase investor confidence. A cornerstone of this is the prompt release of material information to the market. Any change in the company? s expected performance which is materially different from the expectation of the market must be promptly disclosed.This includes a profit warning that the company does not expect to achieve the level of profit it had previously achieved in a given financial period. Time is of the essence, as the Financial Services Authority (FSA) are likely to investigate the time period between the directors becoming aware of the expected change in trading expectation and the release of a n announcement about it. Any unwarranted delay in releasing the information is likely to lead to the creation of a false market which is contrary to the Listing Principles and, in extreme cases, could lead to accusations of market abuse.The directors would, therefore, be strongly advised to convene a board meeting without delay and to consult with its advisors on the preparation and the urgent release of an appropriate announcement to the market. The DTRs provide guidance on the release of information to the public. Companies must submit announcements to a Regulatory Information Service (RIS), which is a primary information provider (PIP) service approved by the FSA, to disseminate regulatory information to the market. Information which needs to be notified to a RIS must be given to them before being released  © ICSA, 2010 Page 8 of 16 lsewhere to ensure that no one person or section of the population receives the information ahead of any other. If a RIS is closed and a company ha s information to disclose, the company must distribute it to at least two national newspapers and to two newswire services to ensure that there is adequate coverage. A RIS should also be informed so that it can release the news as soon as the market reopens. The underlying principle in the DTRs is that important information must be released to the market as promptly as possible and, in any event, usually by the end of the following business day.The DTRs further require that once an announcement has been released to a RIS it must also be posted on the company? s internet site by the close of the business day following the day of announcement and must be kept there for at least one year. (b) (i) Summary Financial Statements SFSs are, as the name suggests, a summary version of the full accounts of a company. All companies may choose to issue SFSs to shareholders instead of the full accounts (CA 2006, s426). In addition to sending SFSs in hard copy, SFSs may be made available electronic ally, for example, on a website or sent by email to those who have requested it.This would meet some of the concerns of shareholders that the company has not modernised its services to them. SFSs are a useful tool in promoting effective shareholder relations. SFSs avoid overwhelming private investors with detailed and complex annual accounts. It also saves companies with large shareholder bases substantial costs in printing and posting annual accounts. This is useful as Trymore is looking for ways in which to save costs. (ii) Before a company may send SFSs to its shareholders, it must ascertain the wishes of members regarding the receipt of full accounts.The company must have ascertained that the shareholder does not want to receive the full accounts. This may be accomplished by sending the shareholder a reply-paid card which requests the shareholder to opt-in to receive the full accounts. If the shareholder fails to reply, it is assumed that the shareholder is willing to receive th e SFSs. (iii) ? The SFS to be prepared for the financial year for Trymore must include the following (as stipulated in the CA 2006, ss427-428 and regulations made under those sections): a summary profit and loss account (including earnings per share information); ?A summary balance sheet (statement of financial position). ? A summary directors? report. ? Paid or proposed dividends. ? A report by the auditors. ? A report on directors? remuneration. The SFS must also contain a statement that it is only a summary of the full accounts and that the summary accounts do not contain sufficient information to allow a full understanding of the company. It must also provide shareholders with details of where the full accounts may be obtained (free of charge). In addition, to provide additional comfort for shareholders, the SFS must contain a statement by the company? auditors of their opinion that the SFS is consistent with the full accounts and complies with the CA 2006. As with the full acco unts, for good governance, the SFS must be approved by the board. The SFS is signed on the board? s behalf by a director whose name must be stated on the copies issued to shareholders. In seeking the board? s approval, the board will need to confirm that the SFS is indeed a true summary of the full accounts.  © ICSA, 2010 Page 9 of 16 4. The directors strenuously deny that they are planning to â€Å"help themselves† to the company? s funds.The following transactions are intended to take place between the directors and the company: (a) The company plans to provide loans and credit transactions to two directors. Firstly, Mrs Gain, the finance director, will receive a loan of ? 8,000 for the purposes of buying a new car and separately will receive a loan of ? 18,000 (repayable next year) so she can buy jewellery from the company at market price. Secondly, Mr Sell, the marketing director, will receive a loan of ? 40,000 which he will use to clear personal debts as he was in sev ere financial difficulty. 12 marks) The company also has plans to participate in property transactions with the directors. The company intends to purchase Mrs Gain? s old car for ? 4,000. Mrs Gain has pointed out that the car is registered in her husband? s name, and he is not a director of the company. The company also plans to purchase, for development, a plot of land owned by Mr Sell in exchange for ? 115,000, plus the allotment of 20,000 shares in the company. Each transaction is intended to be at market value. (13 marks) (b)The chairman has asked you to provide advice as to whether each of the above transactions are permitted under the Companies Act 2006 and, if so, what approvals, procedures and disclosures need to be made. The chairman has also asked you if Mr Sell? s financial difficulties raise any issues under statute or the company? s Articles of Association. Required Prepare the responses required in (a) and (b) above. (Total: 25 marks) Suggested answer (a) Loans and cre dit transactions Under the CA 2006, companies may make loans or credit transactions to directors.This is provided there has been prior approval by ordinary resolution of the members. In order for approval to be given in general meeting, there needs to be full disclosure in advance by including the following information in a memorandum: ? ? ? The purpose of the loan or transaction. The amount of the loan or value of the transaction. The liability to which the company may be exposed under the loan or transaction. Where the resolution is to be passed in a general meeting, the memorandum must be available for inspection at the registered office for at least 15 days ending with the date of the meeting.It must also be available for inspection at the place of the general meeting. Shareholder approval is not required where loans or transactions are in respect of small amounts. The relevant exceptions where shareholder approval is not required are: ? ? ? Loans or quasi-loans up to ? 10,000. Up to ? 15,000 for credit transactions under which the director acquires goods from the company on deferred payment terms. To enable a director to meet expenditure incurred for the purpose of the company? s business to enable him to perform his duties.The aggregate amounts outstanding must not exceed ? 50,000. Page 10 of 16  © ICSA, 2010 Taking the above into account, the loan to Mrs Gain does not require approval by shareholders, approval by the board is sufficient. Mrs Gain should declare an interest and should be excluded from the quorum and the voting in respect of the board? s approval of the loan. However, the ? 18,000 loan to Mrs Gain and the loan to Mr Sell require shareholder approval before they can be made. This is because the ? 18,000 loan is a credit transaction above ? 15,000 in exchange for goods by the company and the ? 0,000 loan is above the exemption allowed under the CA 2006. If the directors concerned also hold shares they should refrain from voting in a gener al meeting on any approval as each is a conflicted related party. (b) Property transactions and Mr Sell? s financial difficulties The CA 2006, ss190-196, sets out the provisions in respect of substantial property transactions between a company and a director. The term â€Å"director†, for the purposes of substantial property transactions, includes connected persons to the director and this would include Mrs Gain? husband. Hence, the transaction in respect of the car needs to be considered. Generally, a company may not transfer to a director, or a director to a company, a non-cash asset (for example, property) if its value exceeds 10% of the company? s net assets and is more than ? 5,000, or if the value exceeds ? 100,000, unless approved by the company in general meeting. No shareholder approval is required if the value is less than ? 5,000. Taking the above into account, the purchase of the car is a property transaction as it is with a connected person to the director.Howeve r, as is it for less than ? 5,000, no shareholder approval is required. As with the loan for ? 8,000, board approval is all that is required and Mrs Gain should declare an interest and should be excluded from the quorum and the voting in respect of the transaction. However, the purchase of land does require shareholder approval as the value exceeds ? 100,000. If the director concerned also holds shares, he should refrain from voting in a general meeting on any approval as he is a conflicted related party.It is noted that the company intends to acquire the plot of land for cash and shares. The CA 2006, ss593-597, provides that a public company may not allot shares either fully or partly paid up for a payment other than cash, unless the consideration has been valued by an appointed valuer within the six months prior to the allotment, and a copy of the valuation sent to the proposed allottee. The valuation report must be made by an independent person who would be qualified to be an aud itor of the company. The valuer? s report must state: ? ? ? The nominal value of the shares being allotted for a consideration other than cash. The amount of any premium payable on the shares. The consideration which has been valued and the method used to value it. The amount of the nominal value of the shares and any premium treated as paid up for a consideration other than cash. A copy of the report should be sent to the Registrar of Companies when the return of allotments form SH01 is filed (CA 2006, s597) together with a formal contract for the transfer of the plot of land.As the transaction is with a director and requires shareholder approval, adequate disclosure must be made in the circular sent to shareholders and documents must be made available for inspection in a similar way as for the arrangements for loans, as described above. Mr Sell should also refrain from participating in any board approval on this matter. Questions need to be asked about Mr Sell? s personal financia l position as this may impact his ability to continue to serve as a director.Public company Model Article 22 provides that a director would cease to be a director as soon as a bankruptcy order is made against that person or if a composition is made with that person? s creditors generally in satisfaction of that person? s debts. In addition, if a director becomes bankrupt after appointment, section 11 of the Company Directors Disqualification Act 1986 provides that his position will be resigned unless the courts give permission for him to continue.  © ICSA, 2010 Page 11 of 16 5. You are a Chartered Secretary in private practice. John Smith is a shareholder in Pots plc („Pots? , a company listed on the London Stock Exchange. Mr Smith tells you that he and many other shareholders of Pots, who hold between them 7% of the issued share capital, are unhappy with the way the company is being run and wish to put forward some proposals of their own for consideration. Mr Smith asks you to prepare a report giving your professional advice on the following: (a) How can shareholders of a company: (i) assert their rights by requisitioning a general meeting; and (ii) add a resolution to the agenda of the next Annual General Meeting (AGM) of Pots?Mr Smith would like to know the applicable statutory procedures and timescales, what documents would need to be produced and in what format, any related costs, and what information would be circulated and disclosed. (16 marks) Once the general meeting/AGM has been held, how will Mr Smith and his associates know the result of their proposed resolution? What steps are available to Mr Smith and his associates if they are not satisfied with the way any vote at a general meeting/AGM has been conducted? 9 marks) (b) Required Prepare the report required in (a) and (b) above. (Total: 25 marks) Suggested answer Advice for Mr John Smith – Pots plc I refer to our recent discussion regarding Pots plc and I provide below the informat ion that you requested. (a) (i) Requisition of business at general meetings Requisition of a general meeting Under s303 of the CA 2006, members holding not less than 10% of the paid-up capital may requisition the directors to hold a general meeting.As you and your colleagues only hold 7% of the capital, you do not have sufficient shares to requisition a meeting. You must, therefore, either find further shareholders who are willing to support your requisition (holding at least 3% of the share capital) or you may wish to consider waiting until the next AGM and add a members? resolution at that time (see below). The requisition may be in hard copy or electronic form and must be authenticated by the persons requesting it.On receipt of the requisition, the directors of Pots plc must convene the meeting within 21 days, and the meeting must be held not more than 28 days after the date of the notice of the meeting (CA 2006, s304(1)). The cost of convening the general meeting is met by the c ompany. In practice, if convening a meeting, the directors would circulate the notice to the members with a letter explaining the circumstances in which the meeting was being called and state whether or not they supported the proposals to be considered.This is good practice generally for shareholder relations. Also, it is particularly relevant for listed companies as the Listing Rules require any circular sent to shareholders of a listed company to contain a clear and adequate explanation of its subject matter, including enough information for shareholders to be sufficiently informed when voting or taking other actions. As Pots plc is a listed company, it will be required to issue a regulatory announcement without delay disclosing that shareholders have  © ICSA, 2010 Page 12 of 16 requisitioned a general meeting.This is necessary as the public are potential investors and need to be informed of all material events affecting Pots plc. You should note that the directors of Pots plc c annot simply ignore the requisition. CA 2006 s305 provides that if the directors do not comply with the requisition, the requisitionists, or a group representing more than 50 per cent of the voting rights of all of them, may convene the meeting at any time within three months from the date of deposit of the requisition. As far as possible, the meeting should be convened in the same manner as would be done by the directors.This will also be at the expense of the company. (ii) Adding an item of business to the next AGM In addition to the ability of shareholders to requisition a general meeting, shareholders as owners of a company have the right to add their own items of business to the agenda of a forthcoming AGM. As you and your associates do not hold 10% of the share capital of Pots plc, this may provide an alternative route for you. CA 2006, s338 provides that one or more shareholders holding at least 5% of the fully paid up voting capital may requisition an item of business at the next AGM.Hence, you and your associates hold sufficient shares to take this course of action. However, you will have to wait until the time of the AGM. In respect of timescales, the requisition must be lodged not less than six weeks before the date set for the meeting, but if the meeting is subsequently set for sooner, the requisition is deemed as being validly served. The procedure is to deposit the signed requisition(s) (stating the object(s) or including any supporting statement) at the registered office. This may be in hard copy or electronic form.As with requisitioning a general meeting, the board is likely set out in the notice the circumstances in which the resolution has been added and whether or not they support the proposals. Timing is critical in this matter. In respect of costs, if the request is received before the end of the financial year preceding the meeting, the costs of circulation must be met by the company (CA 2006 s340(1)). If the request is received later, it must be accompanied by an amount to cover the expenses of circulation. If not, the directors are not obliged to circulate details of the resolution or any accompanying statement.CA 2006, s314 allows members to request circulation of a statement of up to 1,000 words which relates to a resolution to be proposed at any general meeting or to other business to be dealt with at the meeting. The number of members required is the same as for requesting a resolution to be put to an AGM. However, the request under this section need only be received one week before the meeting. (b) Voting results of a general meeting All shareholders will be able to find out the result of the resolutions passed at a general meeting.You should note that the Listing Rules provide that the result of any resolutions passed at general meetings must be released via a regulatory information service. In addition, the Combined Code (which is the corporate governance code which applies to listed companies) requires tha t where a resolution has been passed on a show of hands, the chairman of the meeting should inform the meeting of the proxy votes lodged, even if a poll vote has not been called and that the proxy votes lodged should be published on the company? s website.Shareholders have the right to ensure that any poll vote taken at a general meeting has been conducted appropriately. CA 2006, ss342-351 has provisions to allow shareholders to require an independent report on a poll vote taken at any general meeting. Members holding 5% of the voting rights may require the report, so the shares held by you and your associates will be sufficient to make this demand. The requisition must be received by the company no later than one week after the poll has been held. On receiving such a request, the directors have to appoint an independent assessor within one week.The assessor? s report must state whether, in his opinion: ?  © ICSA, 2010 The procedures for the poll were adequate. Page 13 of 16 ? ? ? The votes cast were fairly and accurately counted and recorded. The validity of proxy appointments was fairly assessed. The company complied with legal requirements regarding the appointment of proxies. Again, open disclosure is key and all shareholders will be able to find out the result of the independent assessor? s report. Under s351 CA 2006, the company must publish on its website the fact that an independent assessor has been appointed and who the assessor is.Once the report is produced, this must also be put on the website. 6. You are the board secretary to Westshire University („the university? ). Dr Smart informs you that the science department has produced an invention which has the potential to earn revenue for the university. You note that it is against University policy to operate public limited companies. Professor Witty has told you that an old student of the school has made a large donation and wishes this to be used for charitable purposes or to benefit the l ocal area through community enterprises.Both Dr Smart and Professor Witty are keen for these ideas to be carried out by companies which are separate entities from the university but they wish the university to retain some control. (a) Prepare a report for the next board meeting of the university, setting out the steps, procedures, documentation and other matters to consider which are required to incorporate a company. Professor Witty and Dr Smart? s considerations, as set out above, should be taken into account. 15 marks) Prepare a report for the next board meeting, setting out the reasons why both a company limited by guarantee or a community interest company may be suitable for Dr Smart and Professor Witty? s proposal. The report should include any additional relevant information on the formation, purpose, liability or winding up of each type of company and any board approvals which may be appropriate. (10 marks) (b) Required Prepare the responses required in (a) and (b) above. (T otal: 25 marks) Suggested answer Westshire University To: From: Re: The board The secretary Formation of new companiesI refer to the recent discussions with Dr Smart and Professor Witty and, as promised, I provide further advice below on the discussions. (a) Process for incorporating a company The CA 2006 provides the process by which a company may be formed. This will allow the ventures proposed by Dr Smart and Professor Witty to form a separate entity to that of the University. As such, it will also have its own obligations, for example, disclosure obligations and a requirement to comply with all applicable statutes.  © ICSA, 2010 Page 14 of 16In order to form a new company, there must be at least one person or company which agrees to its formation. This is known as the subscriber who agrees to take at least one share in the company or, for a company limited by guarantee, acts as the guarantor. For governance purposes, the board should, therefore, resolve that the new companies be formed. All companies are required to have a set of Articles of Association, which are rules to govern the internal affairs of the company. It is usual to adopt the Model Articles, which are default Articles which apply to the running of most companies.To the extent that these are suitable, we can make any specified modifications. Again, for good governance, the board should approve the Articles. Each company needs a unique name which is appropriate for the business. This can be done by checking the proposed name of the companies against the index of company names held by the Registrar of Companies. Any proposed company name which is the same as, or „too like? , the name of any existing company, or otherwise objectionable (see below), will be rejected by the Registrar of Companies. In addition, there are also some â€Å"sensitive† ords which, if included in a name, require approval to be obtained in advance before we are able to use it and this should be factored int o the timescale for forming the company. There are a number of forms which must be completed in order to complete the company formation. Completing these forms will also assist in determining what other steps and actions are required as part of the formation. Form IN01 is the main incorporation document required. It contains all the details to enable the incorporation of a company. Key considerations for the board to approve include the following: ?What will be the address of the registered office and respective jurisdiction (for example, England and Wales)? The registered office address must be within the respective jurisdiction. Who will be the first director(s) and secretary(ies)? The board will need to consider the most appropriate person given the required responsibilities of the directors. In addition, for good governance and to retain some control, the board may wish to appoint someone from the University to ensure good governance and a reporting line into the University. A c ompany secretary is not required.However, this may well be useful to ensure that statutory compliance is being fully observed. The board will need to decide to what extent the company will be capitalised and who will own the shares, if it is limited by shares. For example, the company could be a subsidiary of the University in order to retain some control of the company. The details of the initial shareholders must be disclosed as part of the formation process. Form IN01 contains a Memorandum of Association, which is the request by one or more person to form a company.Every subscriber to the Memorandum of Association must sign a statement of compliance which is contained within the form. The statement confirms that the subscriber has complied with the requirements of the CA 2006 in respect of registration. ? ? ? The registration documents must be accompanied by the applicable registration fee. If all is in order, the Registrar of Companies will issue a certificate of incorporation. This is effectively the „birth certificate? of a company. Details of the company are disclosed and made available to the public via the Registrar of Companies? website. b) Companies limited by guarantee and Community Interest Companies (CICs) In a company limited by guarantee, the liability of the members is limited to the amount that they undertake to contribute to the assets of the company if it is wound up. Companies limited by  © ICSA, 2010 Page 15 of 16 guarantee are usually low risk entities such as charitable or not-for-profit organisations and would, therefore, be appropriate for the separate entity required to administer donations from former students. In a company limited by guarantee, members are not required to provide funds on becoming a member.However, upon incorporation, it will be required to submit a statement of guarantee that it is to be limited by guarantee. The statement must contain such information as required so that the subscribers to the Memorandum of Association can be identified (CA 2006, s11). It must also state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute the specified amount towards the debts and liabilities of the company.The liability of the members in the event of insolvent liquidation is limited to the guarantee, usually fixed at some low nominal value, such as ? 1 per member. As there is little commercial risk to the business, a company limited by guarantee would, therefore, be an appropriate vehicle for the University. The Companies (Audit, Investigations and Community Enterprise) Act 2004 introduced the Community Interest Company (CIC). The purpose of a CIC is to encourage the provision of products and services which benefit the social and environmental regeneration of wide sections of local communities.Any profits generated from CICs must, therefore, be used for the public good. Companies wishing to qualify for CIC status are required to satisfy the community interest test that „a reasonable person might consider that its activities are being carried on for the benefit of the community?. The expectation is that the CIC will help to meet the need for a transparent, flexible model, clearly defined and easily recognised. The surplus assets of a CIC on transfer or winding up must be applied only to similar organisations or for charitable purposes. A CIC may be incorporated as a company limited by shares or limited by guarantee.In addition to the usual incorporation documents, directors are required to sign a statement which confirms that the CIC will only be used for public good purposes. Given that there will be some risk in forming any company, for good governance and to show acknowledgement of a required decision, the board should pass a formal resolution to approve the incorporation of either a company limited by guarantee of a CIC. The scenarios included here are entirely fictio nal. Any resemblance of the information in the scenarios to real persons or organisations, actual or perceived, is purely coincidental.  © ICSA, 2010 Page 16 of 16