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

Civil V Criminal Law

English law is made up primarily of Civil and Criminal Law. Civil Law is concerned with the the Laws of Tort and Contract. Civil law can be defined as that area of law which is concerned with private disputes that occur between individuals or between individuals and organisations and where a proceedings in court is initiated by the aforementioned. In contrast, criminal law seeks to punish those that has done wrongs against the community. For example, a person who decides to take the life of someone else commits murder. The community by way of its government has a duty to protect itself from being murdered. The result is Criminal Law which is enforceable by the State and initiated by the Police. Therefore criminal law is said to protect the community and punishes those that breaks the law with a fine, imprisonment or community sentences. Whereas, civil law seeks to compensate party who has suffered wrong. Civil law covers many areas of everyday daily life, most notable are domestic relations law like divorces and child custody law, probate like wills and estates, employment like agency and working hours laws, and personal injury law. Under pining those laws are Tort and Contract Law. A high level definition of tort law is that it deals with wrongs or injuries inflicted on one party by another and usually the parties involved are unknown to each other until something occurs which results in the tort action. Contracts on the other hand deals with the roles, relationships and obligations of parties that are engaged in a formal agreement. Under civil law an example of tort is acts of carelessness, or failure to act which result in injury or loss to another person. An example is a driver who fails to drive properly and as a result of that failure injures a pedestrian. This incident can give rise to negligence which is the failure to take reasonable care to avoid injury or loss to another person. However in order to prove a negligent claim, it must be proved that there existed a duty of care on the driver to not cause harm to others. The test of this duty of care is that the court will need to determine that a reasonable person would expect that a certain result might follow from an action. Therefore, by not driving properly the driver mounts the pavement and hits the pedestrian, if the result is foreseeable for a reasonable person, then liability may be imposed for the action. In comparison, contract law is an agreement between two persons where one binds himself, with respect to the other, to give something or to render some service. As such, a contract is said to be binding with obligations, and if not met, may lead to an action in civil court. For example a plumber hired to undertake the repair of a leaky facet has entered into a contract to repair the leaking facet in exchange for payment, if he fails to repair the facet within the terms of the agreement, there might not be any obligation to pay him as the terms of the contract has not met. To conclude, civil law covers several area of laws and is primarily concerned with private individuals or companies. The use of the term civil law as a blanket term to cover tort and contract is not confusing as the actions undertaken by the individuals will be indicative of the area of the law that is applicable. The principles are distinguishable, tort usually involves persons who have not entered into a contract or a formal relationship whereas contracts are legally binding agreements established by two or more persons. Where there might be a blurring of the distinctions is where there arises a case of tort while undertaking a contract. Such as an accident in the workplace where there exist a contract of employment. Bibliographies â€Å"Civil Law† Directgov http://www. direct. gov. uk/en/CrimeJusticeAndTheLaw/Thejudicialsystem/DG_4003097 â€Å"Criminal Law† Directgov http://www. direct. gov. uk/en/CrimeJusticeAndTheLaw/Thejudicialsystem/DG_4003097 â€Å"Tort† Stanford University http://plato. stanford. edu/entries/tort-theories/

The Code Of The Honor Code - 1303 Words

Rules and regulations have always been necessities within the society, especially in the educational system; however, similar to the way we enforce rules to improve the students’ actions, we must provide standards that ethically better the students. By forming our own perspective on the honor code, acknowledging that the efficiency of the honor code relies on the student bodies’ compliance to the expectations, and relating the honor code to free will, we have come to the conclusion that the present honor code in our school, Robert Vela High School, needs to be revised. The solution is quite simple, separate the rules and create a new honor code that comprises of expectations excluding severe repercussions. Humans possess a nature of†¦show more content†¦It is true that many students may not do what is right in every situation, but everyone has a conscience and will know that they failed someone in the process of their wrong doings. In the same way that American citizens say the Pledge of Allegiance to honor the United States, schools should too â€Å"...[pledge]...never to lie, cheat or steal† in order to allow the students to feel as if they are trying to keep a promise rather than simply following a guideline (Source D). Overall, the honor code should be seen as a moral expectation and not an ordinary combination of directives. The most crucial part of establishing an effective honor code is to acknowledge that the students are the ones who determine the level of its efficiency. Within the school system, there are always rules that must be followed; however, a portion of the student population will not obey them. The honor code needs to be separated from the rules in order to establish a set of standards that are a necessity to build the â€Å"...type of environment [we] want to live in†(Source B). The culture of the students is the enabler for the success of the honor code. Fundamentally, the honor code should be the expectations that establish the setting of the school. Within schools today, there are many situations in which a student is required to do an assignment in order to receive a passing grade. To many this would urge them to complete the task, but to othersShow MoreRelatedThe Honor Code1348 Words   |  6 Pagescosmopolitanism which can be applied more broadly to societies than to in dividuals. In his book, The Honor Code, Appiah offers various examples about the connected roles which shame and honor have respectively in guiding the morality of different cultures, and how these influences change over time through external forces which evaluate and judge the practices of that particular society. The reason he gives for honor having enough weight to influence behavior to such an extent is â€Å"our deep and persistent concernRead MoreThe Code Of The Honor Code System790 Words   |  4 PagesThe honor code is a set of rules used by high schools and colleges to prevent the students from cheating, stealing and plagiarizing. The honor code puts the responsibility of maintaining academic integrity on the student’s shoulders instead of those of the faculty. Ideally, this code works well because the students are trusted, monitored and held accountable by their peers. Unfortunately, in reality the honor code is not successful and actually allows for more cheating . Rockhurst High school is betterRead MoreThe Code Of Honor Violation967 Words   |  4 PagesCode of Honor Violation On October 17th, 2015, during my regular chemistry lecture I made a mistake of violating the University of Texas at Arlington’s Integrity Code of Honor through taking an impulsive step of submitting another student quiz during his absence in the class. In this reflective essay I will answer all the question asked by the Office of Student conduct in each paragraphs respectively. This includes: the factors and the consequences of my inappropriate behavior, self-realization duringRead MoreHonors Honor Code And Academic Integrity1084 Words   |  5 PagesSara Frank Honor Council Practicum 21 November 2016 Princeton Honor Code and Academic Integrity Overview: Princeton University, a private Ivy League institution in New Jersey, consists of approximately 5,400 undergraduate students and 2,700 graduate students. Princeton’s Honor Code was created in 1893 and functions to uphold academic integrity at the university. They abide by an Honor Code Constitution that has been revised throughout the years. Students can access their rights in a document entitledRead MoreEssay about The honor code514 Words   |  3 Pages How will the honor code impact my academic and campus life? nbsp;nbsp;nbsp;nbsp;nbsp;Throughout my years at Xavier and beyond I intend to follow the Xavier Honor Code so I can become a cooperative and responsible person. By being a student at Xavier I notice I will have to take responsibility of my actions and faults. In order for Xavier to trust me and to allow me to continue attending their school, I will have to follow their rules and be respectful. Not only should I do these things, butRead MoreThe Heroic Code Of Honor For A Hero1228 Words   |  5 Pageswere considered heroes by following the Heroic Code of excellence. They achieved this by acquiring a kleos; establishing fame, glory and a positive reputation. It was not an easy task to become a Grecian hero. Building and maintaining kleos meant that a warrior must be brave and strong, be â€Å"a speaker of words and a doer of deeds.† The solider had to protect his friends and harm his enemies, respect the gods and his elders, and most of all value his honor over his life. To die in battle, and be spokenRead MoreThe Code Of Honor In The Iliad And The Odyssey1684 Words   |  7 Pagesthe code which administers the conduct of the Homeric heroes is a straightforward idea. The aim of every hero is to achieve honor. Throughout the Iliad and the Odyssey, different characters take on the role of a hero. Honor is essential to the Homeric heroes, so much that life would be meaningless without it. Thus, honor is more important than life itself. Throughout the Iliad, heroic characters make decisions based on a specific set of principles, which are referred to as the â€Å"code of honor.† TheRead MoreThe Atomic Bomb : A Code Of Honor1373 Words   |  6 Pagesbomb. The atomic bomb was created to try and stop the World War Two. The people of the United States greatly did not want to use the bomb to end the war. The American citizens, and their government, did not know the rule of Bushido. Bushido is a code of honor in the culture of the Japanese. It bans all possible situations to dishonor one s self or the family of the same person. The person who wrote the document is Henry Dewolf Smyth. He talks about their need of plutonium and the development of theRead MoreCheating: Academic Dishonesty and Honor Code974 Words   |  4 Pagesinclude creating an honor code, forms of punishment, and possibly a computer-integrated classroom. The terms by which an honor code are defined as are (taken from the article titled A Questio n of Honor), something that defines ethical academic conduct with the expectation that students will monitor their peers, report violations, and mete out penalties. An honor code needs to be created by the student body in order to be carried out successfully. By enforcing an honor code, there is a creationRead MoreThe Honor Code System : Is It Only A Void?944 Words   |  4 PagesWhere Honor Should Be, in Rockhurst There is Only a Void. The honor code is a set of rules used by high schools and colleges to prevent the students from cheating, stealing and plagiarizing. The honor code puts the responsibility of maintaining academic integrity on the student’s shoulders instead of those of the faculty. Ideally, this code works well because the students are trusted, monitored and held accountable by their peers. Unfortunately, in reality the honor code is not successful and can

Why Are Tariffs Preferable to Quotas

Why are tariffs preferred to quantitative restrictions as a means of controlling imports? Tariffs and quantitative restrictions (commonly known as import quotas) both serve the purpose of controlling the number of foreign products that can enter the domestic market. There are a few reasons why tariffs are a more attractive option than import quotas. Tariff Generate Revenue Tariffs generate revenue for the government. If the U.S. government puts a 20 percent tariffs on imported Indian cricket bats, they will collect $10 million dollars if $50 million worth of Indian cricket bats is imported in a year. That may sound like small change for a government, but given the millions of different goods which are imported into a country, the numbers start to add up. In 2011, for instance, the U.S. government collected $28.6 billion in tariff revenue. This is revenue that would be lost to the government unless their import quota system charged a licensing fee on importers. Quotas Can Encourage Corruption Import quotas can lead to administrative corruption. Suppose that there is currently no restriction on importing Indian cricket bats and 30,000 are sold in the U.S. each year. For some reason, the United States decides that they only want 5,000 Indian cricket bats sold per year. They could set an import quota at 5,000 to achieve this objective. The problem is—how do they decide which 5,000 bats get in and which 25,000 do not? The government now has to tell some importer that their cricket bats will be let into the country and tell some other importer than he will not be. This gives the customs officials a lot of power, as they can now give access to favored corporations and deny access to those who are not favored. This can cause a serious corruption problem in countries with import quotas, as the importers chosen to meet the quota are the ones who can provide the most favors to the customs officers. A tariff system can achieve the same objective without the possibility of corruption. The tariff is set at a level which causes the price of the cricket bats to rise just enough so that the demand for cricket bats falls to 5,000 per year. Although tariffs control the price of a good, they indirectly control the quantity sold of that good due to the interaction of supply and demand. Quotas More Likely to Encourage Smuggling Import quotas are more likely to cause smuggling. Both tariffs and import quotas will cause smuggling if they are set at unreasonable levels. If the tariff on cricket bats is set at 95 percent, then its likely that people will try to sneak the bats into the country illegally, just as they would if the import quota is only a small fraction of the demand for the product. So governments have to set the tariff or the import quota at a reasonable level. But what if the demand changes? Suppose cricket becomes a big fad in the United States and everybody and their neighbor want to buy an Indian cricket bat? An import quota of 5,000 might be reasonable if the demand for the product would otherwise be 6,000. Overnight, though, suppose the demand has now jumped to 60,000. With an import quota, there will be massive shortages and smuggling in ​cricket bats will become quite profitable. A tariff does not have these problems. A tariff does not provide a firm limit on the number of products that enter. So if the demand goes up, the number of bats sold will go up, and the government will collect more revenue. Of course, this can also be used as an argument against tariffs, as the government cannot ensure that the number of imports will stay below a certain level. The Tariff vs. Quota Bottom Line For these reasons, tariffs are generally considered to be preferable to import quotas. However, some economists believe that the best solution to the problem of tariffs and quotas is to get rid of them both. This isnt the view of most Americans or, apparently, of a majority of members of Congress, but it is one held by some free-market economists.

What Factors During The Colonial Period Essay - 1636 Words

ESSAY QUESTION: What factors during the colonial period led to American colonists declaring independence from the British Empire? Be sure to discuss the economic, political, and cultural aspects of the American Revolution. PROVISIONAL HYPOTHESIS: The structure of America revolution to address a various issue, which has great impact on America It, was the procedure where the thirteen colonies of North America became independent of Great Britain also then formed a new integrated government. The major reasons of America revolution are cultural, economic and political. Subset section SUB-SECTIONS: The Americans fought beside the British for a figure of reasons, but the mainly important reason was economic in nature. The American Revolution was fought for diverse ideas that were significant in those times. The economy in America was not the greatest, and people had to sustain all the instructions from Great Britain as this was their home country. Consequently, the British prohibited the economy of North America. Several Americans thought that the British were building injustices through the American economy and this was the major reason for the revolution. The American Revolution had their standard figures in the moderate people, who thought that Great Britain was doing prejudices within the colonies. One of the liberal citizen’s major points was never supposed that everybody should be the same economically (McKay 692). The difference connecting rich as well as poor in esteemShow MoreRelatedApush Chapter 5 Guided Reading Essay1209 Words   |  5 PagesCHAPTER 5: COLONIA L SOCIETY ON THE EVE OF REVOLUTION: 1700-1775 Conquest by the Cradle Know: Thirteen Original Colonies 1. What was the significance of the tremendous growth of population in Britains North American colonies? Britain had an advantage over America with their population in 1700. If Americans wanted to revolt, Britain would outnumber them 25 to 1. However, in 1775, with the population increase (and continuing to increase), Britain’s advantage was weakening. There were now onlyRead MoreThe Rise of the Anti-Slavery Movement in the US Essay867 Words   |  4 Pageswhite and black Americans is by the far the most complex and long standing issue. Beginning with first contact between white Europeans and Africans during the English colonial period, Africans were immediately labeled with terms including savage and heathen. During the Antebellum period, institution of chattel slavery in America certain ideas of what the black man’s role in society became widely known and accepted. Stereotype such as the Sambo, the Zip Coon, the Buck, and the Mammy, became very commonRead MoreThe Gap Between Development And Underdevelopment1361 Words   |  6 PagesUnderdevelopment is what happens when the wealthier countries, for their own benefit, exploit poorer nations. Typically what happens is the underdeveloped nation is exporting their goods at a very low cost and having to then buy the finished goods at a high cost from the countries that exploit them. According to Rodney there are many factors that keep African nation states underdeveloped, the evangelism of the Christian church and faith, acceptance of the language of their colonial masters, politicalRead MoreThe Conventional Narrative Accounting For The Demographic Diversity Of The Caribbean1567 Words   |  7 Pagesthroughout the Caribbean, nor does it recognize the degree of cultural and demographic continuity from the pre-Columbian era. This paper will consider the various factors leading to the ethnic diversity evident throughout the region. In so doing, this paper will stress non-European agency’s significance in relation to four predominant factors: The African slave trade, indentured servitude, Indigenous populations, and European settler migration. 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This essay will examine the effects of decolonisation by drawing an outline of the causes that led to the decline of European Imperialism in Africa. The assessment will be focusing on the continuations and disparities following the period of Long Depression at the end of the nineteenth century, whichRead MoreThe Colonial Era Of North America1475 Words   |  6 PagesFew topics of the colonial era of North America generate as much debate as the conversion of labor in 17th century Virginia from English indentured servitude to one based primarily on African sla ves. Historians have attempted to ascertain why Virginia tobacco planters determined that an economic system based on African slave labor was advantageous to the traditional servant system used up to that point, and why that change increased rapidly beginning in the 1670s. 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In our primary text, it describes around the late 17th century the British Government established a board to govern the trade of the kingdom. Its purpose was to manage the colonies andRead MoreThe Survival Of Indigenous Visual Cultures1379 Words   |  6 Pagescultures. Each essay provided for analysis interprets the conquest of the Americas differently and connects it to Colonial Mexico artistic production at various degrees. Each essay also advocates for its own term that can be used to represent the process of Spanish and Indigenous art forms coming together in a complex cultural context. Kubler advocates for the term, folk art to describe colonial art because it is art production that is devoid of its past meaning. His views on conquest explicitly claim

Organizational Change and Development for Tourism - MyAssignmenthelp

Question: Discuss about theOrganizational Change and Development for Tourism. Answer: Introduction Organizational Change and Development Organisational change and development is the study of introducing changes and interventions in the workplace in order to improve work processes and operations. By introducing changes in the workplace, the subject aims at enhancing workplace performance to achieve a higher competitive position in the market (Martins Zedeck, 2011). The evolution of global market and globalisation has made the business world highly complex and competitive. Business organisations are now operating competing with each other on a global scale. Business organisations have become vulnerable to multiple internal and external environment factors that can change within real time. As a result, business organisations are facing a critical market situation and are required to undergo changes to cope up with the changing market factors and competitors. Company Background The Last Resort is a 4-5-star integrated hospitality and tourism resort that is located in regional Tasmania. The hotel was initially a wildlife part and slowly made progress from its initial stage and now offer luxury accommodation and a range of tourist activities to its guests, such as walking tours, game fishing and a golf course. The Hotel has around 25 5 star rooms, 15 4 start chalet styled units and 80 4 star units. The amenities included in the hotel premises are conference halls, 3 restaurants, bars, gyms, pool, spa, golf shop, small marina and wild life tours. The hotel experienced a diverse range of guests who stay in the hotel for different purposes. The hotel is becoming highly popular amongst the residents of North-Asia and India and the management is also planning to become a premier tourist destination within the next 5-7 years. The hotel has also been experiencing certain issues related with the management of its human resources and the responsibility that it has towards the stakeholders. The Hotel has recently received some negative views on one of the leading travel websites and has been criticised for its recruitment processes. The hotel is also facing a steep decline in the number of customers who make a return visit and even the location is losing its credibility as a tourist attraction. To improve the services of the hotel, the management is also deciding to construct a helipad and a landing strip, which is also being opposed by the authorities. Further, the Hotel is also experiencing some internal issues as the employee turnover ratio is increasing the the level of cooperation between departments is reducing. There ar e a number of opportunities coming up in the near future for the hotel and the general manager of the hotel is eager to start expanding the hotel business. As a result, the general manager of the hotel has asked the human resource manager to design an action plan that will help in implementing changes in the workplace. Threats, Opportunities and Change Management Models There are a number of threats and opportunities that the hotel is facing as of now. If the hotel management is able to make use of those opportunities and deal with the threats, it is highly possible that the hotel will achieve its objective of becoming a premier tourist destination. The issues and opportunities that the hotel is facing and can make use of them by implementing a change program are discussed below; Opportunities: First of all, there is a great opportunity for the hotel to establish itself as a honeymoon destination and attract tourists from North-Asia and India. Secondly, the hotel has become a major destination for hosting wedding events for the localities and the management can develop on this opportunity to increase its competencies. Threats: To some extent, the threats to The Last Resort are far greater than the opportunities. Firstly, there are new market entrants who are offering new and unique services, which is grabbing the market share of The Last Resort. Secondly, the Hotel is facing a major challenge in training and developing its staff so that they could provide exceptional services to the guests. Thirdly, the hotel has received some negative reviews on one of the leading trip advisor websites. Fourthly, the hotel is facing a legal issue as it is not offering employment to the localities and is rather hiring employees from outside the city. Lastly, the workplace environment of the Hotel is suffering too. The turnover rates are increasing and the competition between departments is decreasing. There is unrest in the workplace because of rumours. From the above information, it is clear that the hotel management needs to quickly create an urgency and introduce changes because the threats to its business are more than the opportunities. A major area where the management needs to introduce change is the management of its human resources. The management needs to start designing and implementing training and development programs, along with a performance management system to minimise the impact of threats and to increase the chances of opportunities. To implement this change, the management of the hotel can choose between two highly decorated change management models i.e. Kurt Lewins 3-stage model of change or Kotters change management theory (Anastasia, 2015). Change Strategy The change models identified above are two of the most widely used change management programs throughout the world and have great reliability and validity. A justification of the change management models chosen for this particular case is given below: Kurt Lewins Change model Kurt Lewin, one of the pioneers of the subject, proposed a very efficient theory of implementing change in an organisation. In Kurt Lewins theory, there are three different stages i.e. unfreeze, change and refreeze. As the issues that the Last Resort is facing are merely related with the management of the human resources, the model proposed by Kurt Lewin will help in addressing all the issues in the best possible way. In the first stage or in the unfreeze stage, the management of the hotel will be able to establish an urgency in the workplace and communicate with the employees that a change in the operations or some practices is required. In the initial stage, there will always be greater unrest and confusion. The management can share important information with the employees that will help in clearing their doubts, such as reasons for change, benefits of change, drivers of change, change objectives, etc. Using this model, it will become easier for the management to communicate with the employees and involve them in the change program right from the beginning (Cummings Worley, 2014). Once the management feels that it has established an effective communication channel, it can then move on to the second stage or the unfreeze stage. By dealing with most of the initial resistance in the first stage, proceeding to the second stage will act as a planned approach as the employees will then be ready to accept changes. In this stage, the management will be able to foster changes by making a transition from old work practices to new work practices (Morrison, 2014). In the last stage or the refreeze stage, the management will be able to foster positive behaviour amongst the employees who have accepted the change by recognizing and rewarding them. Recognizing and awarding the employees who have accepted the change will help in motivating them as well as the others and it would become easier to implement the change (SMITH, 2013). The model proposed by Kurt Lewin is one of the simplest model for management of a change program and can greatly increase the chances of success. It will help the hotel management in dealing with resistance that the employees might offer and preparing them for future changes too (Hussain, et al., 2016). Kotters change management theory Kotters change management theory is another popular and widely used change management theory throughout the world. The developer of the theory, John P. Kotter, was a professor at the Harvard Business School and proposed eight stages in his theory that can be used to manage a change program (Burnes Cooke, 2012). The eight stages in his theory are listed below: Increase urgency Build a guiding team Form a strategic vision Communicate Deal with the barriers Focus on short term goals Sustain acceleration Incorporate change (Kotter International, n.d.) Many experts believe that the two models i.e. the model given by Kotter and the model given by Kurt Lewin, are similar to each other to a certain extent. Kotter divided his change management plan whereas Kurt Lewin proposed three stages for managing change. The model proposed by Kotter is yet another model that will greatly help the hotel management in implementing the changes that it wants. Using this model, it will become easier for the Hotel to prepare the workforce for a change and to engage them in the change management plan. Further, the hotel management will also be able to create teams and change agents to increase the chances of success and to propagate the change effectively (Velopi, 2015). The model also focuses on the important of celebrating short term achievements which can greatly help in motivating the employees (Riche, n.d.). Barriers to Change Management A change management plan can be a night mare for any business organisation, no matter how competent its human resource managers are. Change management plans often fail because of a number of issues but one of the greatest issues resulting in the failure is the resistance to change offered by the employees due to multiple reasons. Even in the case of the Last Resort, the chances of resistance to change management are high and there can be certain barriers to change management too. First of all, the ability of the human resource management of the hotel to design efficient human resource management functions is one of the biggest barriers to the change program. It is important for the management to design human resource practices, such as a new performance management system, training and development programs and recruitment and selection programs in such a way that they can foster a positivity in the workplace. A failure of the management to design efficient human resource management practice can act as a barrier to the change management program. Secondly, a failure of the management to involve the employees in the change management program will act as another barrier to the change management program. It is important for the management to engage the employees using various strategies so that they can also make some contributions in the change management program and can help in strengthening the change ideas. In case the management fails to involve them, they will feel left out and will create panic in the mind of the others too. The feeling of being left out and panic will grow into resistance and will act as a barrier to the change management program (Smith, 2015). Thirdly, improper communication will also act as a barrier to the change management program. Establishing a strong communication channel and keeping the employees informed about the details of the change program helps in building trust and preventing the employees from becoming insecure. If the communication is not proper, the employees can start to feel insecure and there can be origination of rumours in the workplace, which will ultimately lead to resistance and will act as a solid barrier to the change management program. Lastly, the organisation also needs to ensure that it does not ends up complicating the change management program. As such, the workforce is not prepared for a change and the organisation should take its time to prepare the workforce. The management should introduce workplace changes in a systematic manner rather than introducing all of them at once. In case all the change programs are implemented at once, the management might end up complicating the situation and the complexity of the change management program will act as a barrier to the change management program (Mar, 2013). Ethical Issues in Strategic Change Implementation The external and internal factors that are forcing the business organisations in introducing changes to such an extent that the management of business organisations can sometimes forget the ethical role and the corporate social responsibility that they have to play towards the stakeholders. There are certain ethical issues that can emerge during the implementation of a change program. These issues are discussed below: First of all, it is important for the management to fulfil an ethical obligation towards the employees while designing and implementing a change program. As a business, it is important for the management to ensure job security and economic well-being for the employees while planning and implementing change programs so that their personal lives are not affected by the change (Lewis, n.d.). The Hotel will have to ensure that it provides adequate employment opportunities to the localities as its an important part of its corporate social responsibility and also deal with the redundant workforce in the best possible manner. Secondly, another major ethical issue that the hotel management might have to encounter while planning and implementing its change program is its decision related with the construction of a helipad and an airstrip. Airstrip and helipad will require a lot of land to be deforested as the hotel is setup in a wildlife area. Clearing forest land will be one of the most unethical decisions from a business point of view and will not just harm the reputation of the Hotel but can also get the hotel into legal troubles. Conclusion The increasing competition in the market and the inefficiencies in the internal operations and management practices of the hotel is posing a great threat to its market position. The hotel might not be able to continue on its path of success and achieve its objective of becoming a premier tourist destination if the situation is not carefully dealt with. As a result, the management of the hotel should start designing a change management program using one of the change management model discussed above. To increase the chances of success of the change management program, the management should try to deal with the root causes of barriers to the change implementation and should also make sure that it acts ethically while designing and implementing its change program. 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Kotter International, n.d. 8-STEP PROCESS. [Online] Available at: https://www.kotterinternational.com/8-steps-process-for-leading-change/[Accessed 21 May 2017]. Burnes, B. Cooke, B., 2012. Kurt Lewin's Field Theory: A Review and Re-evaluation. International Journal of Management Reviews, 5 September, 2017(May), p. 21. Velopi, 2015. Different Change Models. [Online] Available at: https://www.velopi.com/news/pmi-pmp-free-project-management-resource-Kotter [Accessed 21 May 2017]. Riche, R., n.d. USING KOTTERS 8-STEP ORGANISATIONAL CHANGE MODEL FOR SUCCESS. [Online] Available at: https://www.oneclearmessage.co.za/using-kotters-8-step-organisational-change-model/[Accessed 21 May 2017]. Smith, C., 2015. 5 Barriers to Change Management and How to Easily Overcome Them. [Online] Available at: https://www.linkedin.com/pulse/5-barriers-change-management-how-easily-overcome-them-smith[Accessed 21 May 2017]. Mar, A., 2013. 5 Barriers To Organizational Change. 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Pesticides And Their Harmful Affects Essays - Biocides,

Pesticides And Their Harmful Affects There are many important issues in the world regarding the environment and it's affects on the average person. Though, the one that hits closest to home, worldwide, is the trust that individuals have in the food that they consume. Yet pesticides are still found daily in foods all around the world. Pesticides are toxins that are used by produce growers universally to control pests that can destroy crops. These toxins are being ingested by humans in the forms of fruits and vegetables that have remaining toxins on them. How safe are these toxins to humans and what is being done to safeguard the environment as well as the health of individuals? Does the average person consume harmful amounts of poison at every meal? If the levels are unsafe, why is this problem continuing to get a blind eye from the people who are supposed to protect society? These questions when asked only lead to more questions. Until things are done to change the systems of pesticide usage universally, society can nev er be sure as to the long term effects on our environment and what they are eating or giving to the future of our world, the children. In some foreign countries pesticides are used more frequently with legislative control than in the United States. In Mexico and South America, for example, many of the pesticides that the United States and Europe have banned, wind up being used on a majority of their produce crops. The largest problem with this is that Europe and the United States import from South America for produce all of the time. What good does it do to ban harmful agricultural chemicals to be used on domestically grown crops if crops in other countries are grown with these same harmful chemicals, and are then allowed to be imported? Mexico and South America are the leading suppliers of produce for the earth's population because their climate is very conducive to year around crops. Unfortunately those countries are also known for their large amount of insects of all varieties. These insects are steadily becoming more and more immune to toxins that are sprayed on crops. More than five hundred insects, one hundred and fifty plant diseases and two hundred and seventy weeds are now resistant to pesticides. Results are that U.S. growers as well, are steadily forced to apply more and stronger toxins. As the amount and the strength of the toxin increases, the immunity of the targeted insects to these toxins also increases. Total U.S. crop losses from insect damage has nearly doubled since 1945. Insecticide use during this same time has increased tenfold. This war will go on being waged until the game plan is changed. The produce export trade in some cities and countries constitutes the majority of their economy and they will protect the resulting income at all costs. These places have very little legislation to control chemical usage, and follow up on almost none of i ts effects. Officials do not care how it affects consumers, being adults or children. Even their own agricultural worker's health is of no concern. These officials only care about producing crops and exporting them with as little overhead as possible. The bottom line is, always has been, and always will be money. In Villa Juarez, Mexico, many children who work in the produce fields are coming down with mysterious illnesses and some people in this region put the blame directly on those children's contact with the chemical acephate and other pesticides that are used in that area. The use of acephate is illegal in the United States, but is perfectly legal in Mexico. Doctors in Juarez are treating unusually high amounts of cancer and also fifty to eighty cases of chemical poisoning per week in their agricultural workers. This continues to happen because the government and the growers do not take these illnesses seriously; the workers are expendable. Growers in Culcan Valley, Mexico use chemicals to increase production of produce sold in the U.S. every winter. Unfortunately, studies that were preformed by the Government Accounting office in Mexico showed that at least six pesticides that are illegal in the U.S. were still on the produce when it was