Monday, September 30, 2019

Bus 557 Assignment Essay

Ethics behavioral aspect of accounting is a special area of accounting that is developed to address such aspect of human information processing behavior, judgment quality, accounting problems created by users and providers of accounting information as well as their decision making skills. Secondly, paper will describe the organization, the accounting ethical breach and the impact to the organization related to ethical breach. Thirdly, this paper will determine how the organizational ethical issue was detected and how management failed to create an ethical environment. In some cases, some company pledged its own stock to ensure that partnerships would be able to borrow money. And when Enron stock started plummeting, the whole thing fell apart. Fourthly, this paper will analyze the accounts impacted and or accounting guidelines violated and the resulting impact to the business operation. They operated as the masterminds behind the system to defraud investors. The banks, by offering fake, illegal and not approved by regulators deals, played a significant role in helping Enron falsify company financial statements and mislead investors. Finally, the paper will discuss as a CFO which measures could have been taken to prevent this ethical breach and how each measure should be implemented in the future. First of all, there should be analysis of culture within the organization including norms of behavior, standards of conduct, values, perspective of attitudes, perceptions, there seems to be pressure to commit misconduct, communications, risks and vulnerabilities Review of Accounting Ethics Page 3 Given the corporate ethical breaches in recent times, assess whether or not you believe that the current business and regulatory environment is more conducive to ethical behavior. Provide support for your answer. Ethics behavioral aspect of accounting is a special area of accounting that is developed to address such aspect of human information processing behavior, judgment quality, accounting problems created by users and providers of accounting information as well as their decision making skills (Ponema, 2009). Existing businesses and regulatory environment is more conductive behavior because some companies and managers feel as though they can get away with it. The unpredictable increase and collapse of the Enron Company set off a long-burning fire under the American social conscience. From every crevasse and corner, voices rose demanding increased accountability, demanding tighter regulation, and demanding that the unethical be brought to justice. Clearly, in such estimation, those at fault should have been punished business. Many transformations in the business environment have taken place, including immoral conducts and the tendency for corruption. Unethical accounting behavior is also included as a consequence. (Sims, 1992). So the government has been forced to increase regulations and inspect actions taken in business, most especially after the Enron, Tyco, WorldCom and other unethical accounting scandals. As a result of the mentioned scandals, the government then passed the Sarbanes-Oxley Act in 2002 providing regulatory requirements for better precision in business action, accountability and assurance of ethical accounting behavior by publicly held companies and accounting firms. According to White (2000), the total number of boards of directors who set ethical codes of conduct within organizations has increased from 41 percent in 1991 to 78 percent. Review of Accounting Ethics Page 4 According to the Wall Street Journal about 79 percent of youth in the United States do not believe in the presence of moral principles in business. There should be a business foundation, especially in accounting which should provide society with adequate information about companies and industry. Accounting is more and more involved in consulting, so it requires high ethical standards to built trust between clients and companies (White, 2000). Even if society does not believe in the honesty in any business, I think that ethics and ethical behavior are very high priorities for companies today and this is proofed by the increasing number of companies currently applying ethical codes of conducts. Codes of ethics are arrangements that are frequently used as a force to promote ethical behavior. There are many ways that a business could operate ethically. They can impose legal actions and fines. This could then remove destruction to any firm’s reputation, and protect and / or increase the capital of any shareholder. Paying special attention to Shareholder value, cost control, creating a competitive advantage and avoiding internal corruption would also be a help. A firm’s unethical behavior could also contribute to the organization’s productivity level being lower over time. Because of all these aspects I believe that the current business and regulatory environment is more conducive to ethical behavior. Based on your research, describe the organization, the accounting ethical breach and the impact to the organization related to ethical breach. Enron Corp. was an energy company born from a mildly innovative 1985 deal that combined two boring businesses: an Omaha-based natural-gas-pipeline company named InterNorth and a similar Texas company called Houston Natural Gas. Instead of just delivering gas to customers at a modest profit, Enron decided to use newly deregulated pipelines to match other buyers and Review of Accounting Ethics Page 5 sellers in the energy industry. Enron became a gas trader, which would be much more exciting than just building pipes and transporting gas. Moreover, Enron was managing its own employee pension funds. This should not happen because it allowed the company to use these funds for the advantage of the company only, without taking care of their employees. Besides, Enron should have a code of ethics that prohibits managers and executives from being involved in another business entity that does business with their own company. Usually, codes of ethics are voluntary, but the board of directors should set them up as the important restriction of company. According to the Markkula Center for Applied Ethics (2002), legal and regulatory structures would trigger Enron’s bankruptcy. Initially, Arthur Andersen LLP would provide consulting and the audited reporting services noting the financial results of their consulting activities. This occurred because it was allowed by current law and regulations imposed by the Securities Exchange Commission (SEC). I see this as fault of within the legal structure and an evident conflict of interest. Additionally, another conflict of interest occurred in Enron by hiring and paying its own auditors. It is understandable that the auditors did not issue an adverse report on the company that was paying them. The conclusion coming from this situation is that private companies should not be allowed to pay for their own auditors.. Moreover, Enron would also expand into other business areas, including water, fiber optics, newsprint, and telecommunications (Halbert T & Ingulli, E. (2009). Legal structure permits managers to enter these arrangements, which constitute a conflict of interest. The managers and executives should take care of the best interest of the company and its shareholders because the law leaves them with freedom, to choose what it is the best interest of the company. There are no doubts that Enron’s officers did not act within the scope of their Review of Accounting Ethics Page 6 authorities. A few days before the outstanding loss of Enron was made public, workers who audited the company books for Arthur Andersen had been given an extraordinary directive to damage all audit material, except for the most basic â€Å"work papers. † Even if, there are no rules for how long company should keep its documents, it was illegal. (Halbert T. & Ingulli, E. (2009). Determine how the organizational ethical issue was detected and how management failed to create an ethical environment. Enron Corporation is a classic example of organizational-level corruption. Halbert T & Ingulli E. (2009). Enron debacle is not just the story of a company that failed; it is the story of a system that failed. And the system didn’t fail through carelessness or laziness; it was corrupted. â€Å" According to Report of Investigation by the Special Investigative Committee of the Board of Directors of Enron Corp (2002), Enron employees involved in the partnerships were enriched, in the aggregate, by tens of millions of dollars they should never have received–Farrow by at least $30 million, Hooper by at least $10 million, two others by $1 million each. Any of these employees, except Farrow, did not obtain the permission required by Enron’s Code of Conduct of Business Affairs to own interest in the partnerships. Moreover, many Enron transactions were designed to accomplish favorable financial statement results. These examples show that Enron’s officers put their own interest ahead of their obligations to Enron. The company allowed chief financial officer Farrow to set up partnerships that enabled Enron to report pretty much whatever numbers it needed to keep Wall Street happy. In some cases, the company pledged its own stock to ensure that partnerships would be able to borrow money. And when Enron stock started plummeting, the whole thing fell apart. (Farrow made off with millions of dollars for himself, but his depredations played no significant role in Enron’s fall. ) . When Review of Accounting Ethics Page 7 forensic accountants finally got a look at Enron’s books in late 2001, they discovered that the company had been reporting incorrect numbers for at least five years. Analyze the accounts impacted and / or accounting guidelines violated and the resulting impact to the business operation. Perhaps Enron could have been somewhat successful by branching out into the commodities business creating an international, privatized water market. Enron’s leaders in 1998 set up a subsidiary called Azurix with a major water concession in England, but British regulators cut the firm’s rates-and Enron’s style was significantly cramped. Azurix’s expansion into Brazil also worked out badly due to local politics. Enron hid the mounting debts in an off-the-balance-sheet partnership. This became a common Enron technique and led to the kind of debt load that became unsustainable when investors lost confidence in Enron’s numbers (Snider, 2006), according to Snider (2006), Farrow, the former Enron chief financial officer, said that Enron’s banks played important role in the corporation fraud. They operated as the masterminds behind the system to defraud investors. The banks, by offering fake, illegal and not approved by regulators deals, played a significant role in helping Enron falsify company financial statements and mislead investors. It was the banks that instructed Enron how to deal with the company’s significant financial challenges. If stated, dividend targets could not be met by Enron, and the company would have had to generate more cash flow to maintain its credit ratings. The banks assisted to design the fake and deceptive deals. The banks helped Enron to hide the debt which was not showing up on the books by replacing bad assets through creation shell companies. These shell companies, run by Enron executives who profited richly from them, allowed Enron to keep hundreds of millions of dollars in debt off its books. Also, loan transactions were reported as cash flow instead of debt. These finances were not shown in the financial statements. Review of Accounting Ethics Page 8 This action would lead the company’s stock and hurt most of investors across the country (Halbert T. & Ingulli, E. (2009). As a CFO, recommend which measures could have been taken to prevent this ethical breach and how each measure should be implemented in the future. Enron was liable for the action of its agents and employees, because most taken actions, which lead Enron into bankruptcy, were taken inside the corporation. Enron officers and managers repaid the banks by access to special deals; premium payments and insider access to future beneficial transactions (Maximizing Business Performance, 2007). In order to avoid situation that took place in Enron Corp. there are some actions that should be taken within an organization. First of all, there should be analysis of culture within the organization including norms of behavior, standards of conduct, values, perspective of attitudes, perceptions, pressures to commit misconduct, communications, risks and vulnerabilities. The Code of Ethics should be complied by Board Members and Senior Executives as well as by all employees. Measures they recommend should include staff training, evaluations of compliance systems, appropriate funding and staffing of the corporate ethics office. An organization has to make sure that consulting and auditing are separated while financing auditing has its independence with integrity. Moreover, managing proper communication regarding expectations, requirements, goals and roles at all levels is significant to constitute ethical behavior within an organization. Establishing an Ethics Committee helps to focus on ethical conduct and empower employees to make decisions according to organization’s values. Enron and other corporations need better financial disclosure mechanisms. The Financial Accounting Standards Board, responsible for rule making in the area, has to create regulations and standards that are more Review of Accounting Ethics Page 9 forth right and understandable to ordinary people. In addition, corporations need more responsible public servants, instead of creating more laws. We need to teach people to be responsible for what they have done, just as we have held the business people to accountability. Conclusion Since the objective of accounting is to provide relevant, timely information for user decision making, therefore, Accountants must behave in an ethical manner so that the information they provide will be trustworthy and, thus, useful for decision making. The purpose of ethics in accounting is to direct accountants to abide by the code of conduct that facilitates and encourage public confidence in their services. Ethics are moral principles that guide the conduct of individuals but unfortunately, some accountants sometimes behave in an unethical manner. These ethical violations led to fines, firings, and lawsuits. In some cases, accountants were criminally prosecuted, convicted, and sent to prison. References Snider, D. (2006, September 26). University of California, San Francisco. UC Says Farrow Implicated Banks in Enron Fraud. Retrieved April 27, 2013 from http://ucsf. edu/ stories/uc-says-farrow-implicated-banks-in-enron-fraud Halbert T & Ingulli, E. (2009). Law & Ethics in the Business Environment: 2010 custom edition (6th ed. ). Mason, OH: South-Western Cengage Learning White J. (2000). Ethics in Business. Retrieved April 27, 2013, from http://www. pro2net. com Sims, R. R. (1992). Journal of Business Ethics, 11: 651–662. Committee of the Board of Directors of Enron Corp. Retrieved April 27, 2013, from http://fl1. findlaw. com/news. findlaw. com/wp/docs/enron/specinv020102rpt1. pdf

Sunday, September 29, 2019

Market plan

The company has planned to start Its business In the urban areas In and around Tamil Nadia and has its own retail outlets in few major cities like Achaean, Benedictory, Cuddlier, Upstream, Salem, Bangor and in other similar cities. We believe that the growing need of the market for quality and safe herbal products will help the company to succeed. Intelligent decision, sincere efforts and skilful execution will propel the company to reach greater heights People have once again started practicing our traditional method of using deadline herbs to treat Injuries, health and personal care problems.These products are very effective, don't cause side effects, and are a cheaper when compared to the costly chemical products available in the market. These herbal products used in India are broadly classified into herbal health products and herbal beauty products. Before starting the business Tony Herbs conducted a research about the market condition for natural and herbal products in India. It collected useful information that will help the company to reach the target market in a better and a faster way.Customer Information Tony Herbs targets both the Individual customer market and the commercial market Industries). Individual customers: We are concentrating mainly on the urban population of Tamil Nadia constituting 46 the state The urban population is about 31. 74 million. Conscious about their health and are very particular about the products they use Commercial market: It includes the following industries: 1 . Arrived drug industry 2. Homeopathic drug industry 3. Cosmetic and hair industry 4. Food supplements industry 5. Soap industry Market NeedThe basic market need is high quality and safe herbal products. People are looking for products that are 100% chemical free even without added preservatives and emulsifying agents. They also look for products with long shelf life. Market forecast In India the market for herbal products is growing every year. The market for her bal products is not crowded as there are only few players in this business. So there is an ample chance for succeeding in this business right now. SOOT ANALYSIS Strengths: The products are of high quality 100% pure- chemical free Offers competitive price Excellent packagingGood distribution channel Weaknesses: It's a start up business and so a huge amount must be spent for creating awareness Also the budget for marketing is limited Opportunities: The market is not crowded with herbal products Not many competitors in this business As few herbs can be grown only in India there is large scope for exporting the products to the nearby countries Threats: Erratic weather conditions can lower the field yields There a few competitors for this business: The products from the super markets: The problem with these products is that the packaging is not very good and so the reduces will not have a long shelf life.Products from Private companies: It includes companies like Forest Essentials, Bouti que, Himalaya, Dabber and Lotus. They are big players but the disadvantage is that the products are not 100% pure (they use preservatives and emulsifying agents) and are quite expensive. Products from local shops: The products of the local shops are of poor quality. Our mission is to delight the customers with our high quality and safe herbal products and build a long term customer loyalty.Our initial objective is to create customer awareness about the range of products offered by us To develop a customer base To build long term customer loyalty Thereby achieving greater profitability Segmentation, Targeting & Positioning Since the company is based in Tamil Nadia, it plans to concentrate on the market in and around Tamil Nadia. It segments the market into rural and urban. It focuses only on the urban market under which it targets both the individual customers and other commercial businesses (industries).It plans to position the product as High quality 100% chemical free Safe to use Long shelf life Competitive price Tony herbs offers variety of products in the form of powder, capsules, essential oils and extracts without any added preservatives and emulsifying agents. The products are in their purest form and are of high quality. Tony herbs takes all measures to ensure that packing & sealing processes are never compromised which in turn ensure long shelf life.To offer consistent customer satisfaction with high quality products Tony Herbs follows strict quality control measures, right from procurement, till packing and dispatching of the entire consignment. PRICE It will offer competitive price for individual customers. This is done in order to create awareness and to stay ahead of the competitors. Offering low price will eventually For other industries it will initially offer products for lower prices and when once it has established a position in the market it will offer its products at reasonable price to them.Tony Herbs plans to promote its products through the following methods: Advertisements through television channels Advertisements through newspapers and radio Sample packets with magazines and newspapers Selling the products in local exhibition and fair Gifting the products to celebrities in reality shows Networking through managers and owners of other businesses For the individual customers, along with the products the company provides instruction manual on how to use the products for different purposes.This will, in a way help the individual customers to get rid of their fear of using the products. Also the company offers certain accessories like bowl and applying brush for free. FEED BACK Tony Herbs plans to get feedback from its customers periodically. This will help it to improve its products according to the suggestions given by the customers. By doing so, Tony Herbs can prove that it can do anything for the customer satisfaction even at the expense of short term profits as this investment would pay off with long term custom er loyalty. Market plan The company should start exploring. Ideas about the product are sought through consumer requests, competitive products in the market which may make the product not to be sold in the market due to competition, conducting market research which helps managers to collect and interpret facts that help in putting the product more efficiently into the hands of customers. It also evaluates distribution channels best suited for the product to the market and consumers acceptance of the product in the market. Diversification which effects growth through development of new areas that are clearly distinct from the current business. It may be through   conglomerate diversification which takes place when an organization diversify into areas they are not currently operating or concentric diversification which occurs when organization diversify to areas related to but distinct from current operations e.g. the company may diversify to women or men’s clothing depending which field they were currently operating. The company should also do screening of ideas. This is a preliminary evaluation which is carried out to determine whether the ideas has possibilities and whether shall be further developed or dropped. The bad ideas should be discarded and good ideas taken into consideration. It should also contain situation analysis which includes information on costs, sales the market competitors and various processes in the macro-environment. Market segmentation by subdividing the market of consumers of a product in order to capture more sales effectively and efficiently. It may lead to increase in marketing opportunities because when markets come close to group of customers, they respond to changes in the markets and can develop or modify the products. t also contains a SWOT analysis of the firm. This is a method of assessing organization and environmental factors which contribute to an organization’s competitiveness. It also enables managers to develop a strategic profile of the organization based on the information they have collected It also assumes an   organization will achieve strategic success by maximizing strengths and opportunities while minimizing weaknesses and threats. Strengths are internal conditions that provide the organization with an advantage relative to competitor’s e.g. good financial resources, better manufacturing capability, changes with new technology. Weaknesses are negative internal conditions that can lead to a lowering of organization performance e.g. absence of necessary resources, poor product image, managers with inadequate strategy skills. Opportunities are current or future conditions in the environment that is favorable to an organization’s current or potential outputs e.g. growing number of customers, introduction of new technologies that an organization can easily exploit diversification of the clothing. Threats are current or future conditions in the environment that is unfavorable to an organization’s current and potential outputs e.g. entry into the market of low cost competitor, rising sales of substitute products. Specification: The ideas are expanded to a realistic recommendation where a further research is conducted or carried out on features and competitors probable actions. This is where the idea is examined and it helps to know how the competitors react to that idea in this case the clothing brand juicy couture. Marketing mix which is a combination of different marketing decision variables being used by affirm to market its goods and services e.g. product mix which includes the shape, design etc and promotion mix which includes methods of communicating to customers and sales promotion. Development of idea is the next step. This involves building of prototypes to be shown and inseminated or distributed. The prototypes are models of the real thing or a sample of how the final product will look like. When it has been developed, it is taken to customers for them to see any products they may involve or their goodness. Based on the results from customers the product is then restructured so as to take into consideration the customers desires. The process continues until good quality products are produced as per customer’s specifications. Then, judgment about feasibility of the products are proved or disapproved. Samples are tested in the market and analyzed. From there the exact specification is then chosen which will attract the majority of customers. After all that, then there is commercialization step whereby it involves full-scale production of the product and extensive advertising and selling in the market. Branding is the use of a name, term, symbol, or design or a combination of these to identify a product. It includes the use of brand names, trademarks, and practically all other means of product identification. A brand name is a word, letter, or a group of words or letters. According to Adcock, marketing principles and practices (2001), â€Å"A brand is not a product that just happens to have high awareness, nor is it just a recognizable name or logo, although both these are often present. It is so much more; it is a powerful stimulus that conjures up a complex impasse and level of expectation about itself and what it can do for a consumer†. In branding, the company should analyze the situation and come up with a list of problems facing the brand as well as opportunities for new and improved products. The results of analysis of situation should picture the current position of the business and likely environmental changes. It should also highlight a number of problems and opportunities. It should be done for the product the firm is considering to enter. An important of the way customers perceive an offering is the recognition of that offering as a brand. A brand can either be an asset or a liability depending on the attitude of the customer towards it. Brand names are adopted by customers as a short-hand identification of the product, and taken as an assurance of the general quality and characteristics of the product. The following strategies and techniques might be used by the company to successfully brand itself. They should employ concentration strategy whereby it focuses on effecting the growth of the product. Can be done through market development. This is gaining a larger share in the current market or expanding to new markets. It may also focus on product development which is improving the existing product. Individual brand names: This is a technique used when a company wishes to separate its products and does not think there are any benefits from joint associations. Multiple product brands: Juicy Couture Company may use one standard name, often the company name for all its products it’s producing. This can offer marketing economies where a strong favorable brand name carries across the whole assortment, to the benefit of otherwise weaker products, and assisting the acceptance of new products by consumers and intermediaries alike. Multi-branding: This is where a manufacturer for this case Juicy Couture Company may use umbrella brand together with a different sub-brand name for various product offering. It may design their products in a way which is unique from other products in the market. This makes customers to be aware of unique products in the market and they will start asking for that product in order to purchase it. Therefore branding of products contributes to the acceptance of the product in the market. If products have bad brands, they will end up not being recognized by customers in the market and if brand names are good which attracts the attention of customers it will end up being purchased in large quantities in the market hence good sales. REFERENCE: 1. Product planning management by William L. Moore and Edgar A. Pessemier (1993) 2. Brand positioning: Strategies for competitive advantage by Sengupta, Subroto (1990) 3. Brand strategy by Murphy, John M. (1990) 4. Marketing management: B2B by Michael D. Hutt and Thomas W. Speh (2007) 5. Marketing principles and practices by Denis Adcock, Al Halborg and Caroline Ross (2001)         

Saturday, September 28, 2019


WRITE A PLAN HOW YOU WOULD POSITION YOURSELF FOR VICE PRESIDENT HUMAN RESOURCE - Essay Example The Human Resources Department is tasked with specific functions to carry out its objectives. In order to perform these functions well, its personnel should possess the necessary qualifications, most especially, the person leading them – the vice president for human resources. It is in this regard that this essay is written to present a plan for the position of vice president for human resources in a particular organization. The plan would entail presenting the general scope of responsibilities and further detailing the specific roles and responsibilities of a vice president for human resources. In addition, the mission and vision of the department would be identified to present the focus or objective of the department and identify the department’s strategy to attain organizational goals. According to Wytenburg, â€Å"the Vice President of Human Resources/HR Director is responsible for establishing the company’s personnel base (employed and otherwise) and ensuring this base is adequate and appropriate to its strategic and operational needs. This role will often involve such things as career coaching and organizational development, leadership planning and development, and the planning and delivery of training and education.† As the Vice President for Human Resources, the scope of the responsibilities encompasses five functions: job organization and information, acquisition or recruitment of personnel, maintenance, development and research on human resources. The vice president is tasked to supervise, control, and direct the overall implementation of personnel policies while his or her managers and staff takes care of specialized personnel functions. The specific and technical duties of a vice president are complex and multifarious in terms of performing general management functions in relation to top management and to the human resources department personnel. The detailed responsibilities of the position require

Friday, September 27, 2019

How Evil Has Evolved from the Early Witch Craze to Contemporary Ideas Essay

How Evil Has Evolved from the Early Witch Craze to Contemporary Ideas on Evil - Essay Example Exactly where did Satan evolve? The first appearance of Satan or the concept of Satan began following the Babylonian captivity of Judah in the 4th and 5th centuries. â€Å"Shatan† became known as the evil one to the Persians, as they became fearful of the Israelites. The Israelite faith adapted to the figure God, and he became the creator of good and Satan became the evil one. In ancient times good and evil pagans were formed as early cultures began to change from hunters of food to gradual farming societies. Gods and Goddesses of the Harvest were formed, as a way of giving thanks to what was harvested. Eastern and Western Europe were the first to see magical practices and witchcraft through all cultures shortly after. However, witchcraft, was not given the name witchcraft until the 13th century when the Anglo-Saxons formed covens. Dracula also has a history of being one from the dark side. Oblivious to some in our society, the name Dracula evolved from a Vlad Dracul who actua lly lived in Romania in the 14th century. Vlad Tepes was born on December 1431 in Sighisoara, Romania and his father was the governor of Transylvania. He was inducted into the Order of Dragon, which was a military/religious society, one year before. The primary goal of the society was a crusade for good, and war against the Turks. The Boyars of Romania felt that the Order of Dragon was evil, and associated it with the Devil They dubbed Vlad’s father â€Å"Dracul†, which in Romanian means Devil. Thus, Dracula evolved from the name, which means â€Å"the son of the devil.† The 15th century brought about the Witch Trials, which began in 1490, and these times have been called â€Å"the burning times.† England established the first and second Witchcraft Act, which made it illegal to organize covens in the 16th century. From this time forward, the covens were forced to go underground and become secret. A new and stricter law was passed in the early 16th century and was able to stay in place until the early 17th century; however, hysteria broke out in England, and tricked to the American colonies. The Salem Witch Trails began in Massachusetts during the late 1600s. Evil at its highest point expanded to include hangings, drowning and burnings at the stake. By the 18th century, England gained some stability, and the 16th century Witchcraft Act was repealed by King George II. By the 19th century, some of the secret covens began stepping into the public eye, and many books and publications on the subject were written in England. By the 20th Century the last Witchcraft Act of England was reformed, and the Craft was no longer illegal by 1951. Wicca was formed in 1951, which combines beliefs from folklore and mythology and was seen as a woman’s religion. In the 21st century or the â€Å"New Age,† native American beliefs become popular through TV and movies. This brings pagan beliefs to the surface as an acceptable and open religion. In 2007 the Veterans Administration approves the Pentagram’s use as a symbol acceptable on headstones in military cemeteries. From ancient times to our modern present times, good and evil have always been a part of our lives. If there is a good, then in retrospect there has to be an evil; is this true? There are natural evil occurrences in our society, floods and earthquakes, being struck by lightning and terminal illnesses. These all bring devastation, death and despair. But there is also humanistic evil, which most psychologist would call abnormal human traits. This is a question of moral evil and how our society views good and evil. As the timeline indicates we have drastically relaxed our values to allow evil a comfortable place in our society. This is not to say that good is better or evil is

Thursday, September 26, 2019

TQM and Its Value-adding Constructs in the Marketing Function Essay

TQM and Its Value-adding Constructs in the Marketing Function - Essay Example As the discussion stresses through the utilisation of quantitative and qualitative research and measurement tools, processes are improved with emphasis on enhancing leadership capability, ensuring costs are controlled, increasing organisational responsiveness, and generally improving a firm’s competitive position in its established market. Common tools in total quality management include benchmarking, statistical process controls, histograms, Pareto charts, cause and effect diagrams and flow charts. This paper outlines that having offered a definition of total quality management, determining how this system provides value for the organisation can be illustrated in the marketing function, one of the most fundamental methods of achieving competitive advantage. However, what is value? Value is defined as the benefits which a firm is able to create for customers related to the customer’s value chain. This composition explores TQM as an influence and construct of marketing, sustaining an emphasis on TQM’s ability to create value for a firm in its relationship to improving marketing competency and focus. Quality, from a marketing perspective, is defined as being a match between customer expectations and perceptions and the legitimate experiences provided by the firm. Hence, a customer-centric organisation that is reliant on establishing relationships with profitable customer segments must be focused on ensuring that quality systems and quality outputs are aligned with customer perceptions of what actually constitutes quality.  

Wednesday, September 25, 2019

IT Research Paper Example | Topics and Well Written Essays - 1000 words

IT - Research Paper Example This serves as the main difference between quantitative and qualitative research. This is because the former does not embrace transitional social aspects in terms of interpretation (Cooper & Hedges, 1994). Cooper, H. & Hedges, L. V. (1994). The Handbook of Research Synthesis. New York: Russell Sage Foundation Q2. The aspect of rigidity is cited as one of the major weaknesses of survey data. Most researchers miss out on important information that may come from interviewees predominantly because of lack of space. This emanates from a rigid design that does not allow for unforeseen information from the masses. Therefore, it becomes difficult for the individual to collect additional and new information about a product being researched. The solution to the problem lies in designing a broader research procedure that is quite flexible. This entails a hectic and tiresome process, but the results are usually worthy. Q3. Most researchers rely on the mechanical method in a bid to handle and org anizing huge numbers of data. Here, computers are largely used to their efficiency and speed that cannot be handled by the human brain. It is important to note that computers basically rely on tallying or counting words, phrases, and all sorts of coincidences that can be spotted within the data. One advantage of computers is the leverage it possesses over human beings in terms of speed and efficiency. Computers can also work efficiently in specified cases where certain positive comments about a given product are mentioned in the data (Patton, 2002). This type of data can be assessed using the so-called "red flags" and "green flags." It becomes easier to organize and handle data in this case even though it does not apply to all researches. This point also serves as its biggest weakness. Similarly, the method portrays some weakness in terms of failing to incorporate the human element in the organization of data. In other words, human interpretation and guidance is omitted from the equ ation. Patton, M. Q. (2002). Qualitative research & evaluation methods (3rd ed.). Thousand Oaks, CA: Sage Publications Question 4 __________ enable(s) organizations to see how potential employees will behave on the job and how they will adapt to the corporate culture. Answer Internships Networking Personal job applications Employee referrals 5 points Question 5 What type of informative presentation addresses "why" questions? Answer demonstration explanation description instructional 5 points Question 6 What type of informative presentation format simply gives an account of the status quo? Answer explanation briefing training session report 5 points Question 7 Which of the following is NOT one of the general purposes mentioned in the text? Answer to inform to persuade to motivate to critique 5 points Question 8 According to the text, the three functions of an introduction are Answer to entertain, preview purpose, and motivate. to orient, motivate, and build rapport. to build credibil ity, review main points, and provide a closing thought. to motivate, entertain, and celebrate. 5 points Question 9 The interviewee designs the resume and the cover letter based on the __________ and the research done on the company. Answer organizational structure business purpose personal biography work experience 5 points Question 10 An effective closing has three parts. Which of the following describes part two? Answer allowing the candidate to ask any final questions about the position allowing the cand

Tuesday, September 24, 2019

Is resurrection a more plausible view of the afterlife than Essay

Is resurrection a more plausible view of the afterlife than reincarnation Why or why not - Essay Example and Vaughn, p. 305). In my opinion, resurrection is a more plausible way of afterlife because it does not contain internal contradictions in its system. Although the advocates of reincarnation promote moral behavior, they primarily rely on different practices such as meditation rather than making morality the integral part of one’s behavior. Moreover, it seems that people are encouraged on behaving morally in order to be able to enjoy reincarnation in the future. Thus, their motivation is primarily utilitarian that contradicts the fundamental religion principles. The traditional Christian worldview and the idea of resurrection do not contain such contradictions. This position also stresses that resurrection may occur only in relation to human body. It seems correct and logical as all human beings have reason and can act rationally selecting the most appropriate means for attaining their ends. In contrast, animals and plants do not have reason and cannot objectively analyze the external environment. Therefore, the system of reincarnation presupposes the movement to lower stages of development (from humans to animals, plants, e tc.), and it cannot be considered being natural or logical. Thus, the idea of resurrection is a plausible religious option while reincarnation is an element of mysticism that neglects the main aspects of

Monday, September 23, 2019

American history Essay Example | Topics and Well Written Essays - 1000 words - 5

American history - Essay Example The American civil War has also been known to be the earliest industrial battles due to the extensive use of railroads, steamships, mass-produced weapons and the telegraph. The mobilization of mines, food supplies, transportation and shipyards all predicted Word War 1. The civil war is known to be the deadliest battle in the United States’ history (Brinkley). During the civil war, the Northern region had many advantages as compared to the South. They had more people than the South. There were 23 Northern states and, in those states, there were more than 21 million inhabitants. On the other hand, the South only had nine million people and, among those people, there were 3.5 million slaves. However, the size of the Southern army during commence of the war was almost equivalent to that of the Northern army. Another advantage of the North is that it had a large industrial advantage. When the war started, the South was said to have a ninth the industrial capacity of the North. However, the statistics is not true. In 1860, the North went ahead and manufactured 97% of the countries firearms. It also had 96% of railway locomotives, 94% of its pig iron and 94% of its cloth. As a result, the North had two times the density of railroads than the South. The North suppressed the South such that, the entire South did not have even a single rifle works. Therefore, the South had to import all the main ingredients of gunpowder. The North also had another advantage, having control over the navy. This meant that the Northerners had all the control over the seas. As a result of the suppression by the North, the South resulted to creating ammunition by the melting-down of church bells and bells from town squares. On the other hand, the South also had some advantages. The South had food resources and also a large nucleus of trained soldiers. This is because the south had seven among the

Sunday, September 22, 2019

How Southwest Airlines Soars Case Study Example | Topics and Well Written Essays - 250 words - 17

How Southwest Airlines Soars - Case Study Example The second one is the participative theory, which suggests that leaders should encourage contributions and participation from members and make them feel relevant in the organization. During the Halloween, Kelleher encouraged the employees to get loose by decorating gates, wearing wacky costumes and munching on treat snacks, by this, he encourages the employees to participate on keeping the airline's spirit alive. Kelleher is both a manager and a leader. The view as a manager is portrayed by implementing tactical actions when the airline set off in 1971; he put up measures of cutting cost by avoiding extra expenses. When the fuel prices rose, he initiated cutting cost by asking each employee to find a way of saving $5 per day (Case Study). He is seen as a leader by inspiring, empowering and creating new opportunities. As the airline expands, he creates new job opportunities by personality testing and maintains the culture of the airway by choosing individuals who are able to make decisions, good communicators, optimistic and team-oriented.

Saturday, September 21, 2019

Qwertyui Essay Example for Free

Qwertyui Essay PROPERTIES OF LASER First, lets discuss the properties of laser light and then we will go into how is is created. Laser light is monochromatic, directional, and coherent. Monochromatic The light emitted from a laser is monochromatic, that is, it is of one wavelength (color). In contrast, ordinary white light is a combination of many different wavelengths (colors). Directional Lasers emit light that is highly directional. Laser light is emitted as a relatively narrow beam in a specific direction. Ordinary light, such as coming from the sun, a light bulb, or a candle, is emitted in many directions away from the source. Coherent The light from a laser is said to be coherent, which means the wavelengths of the laser light are in phase in space and time. These three properties of laser light are what make it more of a hazard than ordinary light. Laser light can deposit a great deal of energy within a very small area as James Bond nearly found out in Goldfinger! BENEFITS OF LASER Nuclear fusion Some of the worlds most powerful and complex arrangements of multiple lasers and optical amplifiers are used to produce extremely high intensity pulses of light of extremely short duration. These pulses are arranged such that they impact pellets of tritium-deuterium simultaneously from all directions, hoping that the squeezing effect of the impacts will induce atomic fusion in the pellets. This technique, known as inertial confinement fusion, so far has not been able to achieve breakeven, that is, so far the fusion reaction generates less power than is used to power the lasers, but research continues. Microscopy Confocal laser scanning microscopy and Two-photon excitation microscopy make use of lasers to obtain blur-free images of thick specimens at various depths. Laser capture microdissection use lasers to procure specific cell populations from a tissue section under microscopic visualization. Additional laser microscopy techniques include harmonic microscopy, four-wave mixing microscopy and interferometric microscopy. Military Military uses of lasers include applications such as target designation and ranging, defensive countermeasures, communications and directed energy weapons. Directly as an energy weapon Directed energy weapons are being developed, such as Boeing’s Airborne Laser which was constructed inside a Boeing 747. Designated the YAL-1, it is intended to kill short- and intermediate-range ballistic missiles in their boost phase. Defensive countermeasures Defensive countermeasure applications can range from compact, low power infrared countermeasures to high power, airborne laser systems. IR countermeasure systems use lasers to confuse the seeker heads on heat-seeking anti-aircraft missiles. High power boost-phase intercept laser systems use a complex system of lasers to find, track and destroy intercontinental ballistic missiles (ICBM). In this type of system a chemical laser, one in which the laser operation is powered by an energetic chemical reaction, is used as the main weapon beam (see Airborne Laser). The Mobile Tactical High-Energy Laser (MTHEL) is another defensive laser system under development; this is envisioned as a field-deployable weapon system able to track incoming artilleryprojectiles and cruise missiles by radar and destroy them with a powerful deuterium fluoride laser. Another example of direct use of a laser as a defensive weapon was researched for the Strategic Defense Initiative (SDI, nicknamed Star Wars), and i ts successor programs. This project would use ground-based or  space-based laser systems to destroy incoming intercontinental ballistic missiles (ICBMs). The practical problems of using and aiming these systems were many; particularly the problem of destroying ICBMs at the most opportune moment, the boost phase just after launch. This would involve directing a laser through a large distance in the atmosphere, which, due to optical scattering and refraction, would bend and distort the laser beam, complicating the aiming of the laser and reducing its efficiency. Another idea from the SDI project was the nuclear-pumped X-ray laser. This was essentially an orbiting atomic bomb, surrounded by laser media in the form of glass rods; when the bomb exploded, the rods would be bombarded with highly-energetic gamma-ray photons, causing spontaneous and stimulated emission of X-ray photons in the atoms making up the rods. This would lead to optical amplification of the X-ray photons, producing an X-ray laser beam tha t would be minimally affected by atmospheric distortion and capable of destroying ICBMs in flight. The X-ray laser would be a strictly one-shot device, destroying itself on activation. Some initial tests of this concept were performed with underground nuclear testing; however, the results were not encouraging. Research into this approach to missile defense was discontinued after the SDI program was cancelled. Disorientation Some weapons simply use a laser to disorient a person. One such weapon is the Thales Green Laser Optical Warner. Medical * Cosmetic surgery (removing tattoos, scars, stretch marks, sunspots, wrinkles, birthmarks, and hairs): see laser hair removal. Laser types used indermatology include ruby (694 nm), alexandrite (755 nm), pulsed diode array (810 nm), Nd:YAG (1064 nm), Ho:YAG (2090 nm), and Er:YAG (2940 nm). * Eye surgery and refractive surgery * Soft tissue surgery: CO2, Er:YAG laser * Laser scalpel (General surgery, gynecological, urology, laparoscopic) * Photobiomodulation (i.e. laser therapy) * No-Touch removal of tumors, especially of the brain and spinal cord. * In dentistry for caries removal, endodontic/periodontic procedures, tooth whitening, and oral surgery

Friday, September 20, 2019

Impact of Seismicity on Performance of RC Shear Wall

Impact of Seismicity on Performance of RC Shear Wall Impact of Seismicity on Performance and Cost of RC Shear Wall Buildings in Dubai, UAE Mohammad AlHamaydeh, P.E., M.ASCE [1]; Nader Aly, S.M.ASCE [2]; and Khaled Galal, P.Eng., M.ASCE [3] ABSTRACT Unfortunately, available probabilistic seismic hazard studies are reporting significantly varying estimates for Dubai seismicity. Given Dubais rapid economic growth, it is crucial to assess the impact of the diverse estimates on performance and cost of buildings. This research investigates and quantifies the impact of the high and moderate seismicity estimates of Dubai on the seismic performance, construction and repair costs of buildings with 6, 9 and 12 stories. The reference buildings are made up of reinforced concrete with special shear walls as their seismic force resisting system. The seismic performance is investigated using nonlinear static and incremental dynamic analyses. Construction and repair costs associated with earthquake damages are evaluated to quantify the impacts. Results showed that designing for higher seismicity yields significant enhancement in overall structural performance. In addition, the higher seismicity estimate resulted in slight increase in initial co nstruction cost. However, the increase in initial investment is outweighed by significant enhancements in seismic performance and reduction in earthquake damages. This resulted in overall cost savings when reduction in repair and downtime costs are considered. Keywords: Seismic Hazard, RC Shear Walls, Seismic Vulnerability, Seismic Performance, Earthquake Losses. Introduction and Background The economy of UAE and specifically Dubai has been rapidly growing over the past few decades. Significant investments are taking place in the various sectors, especially in the real estate sector. In addition, in November 2014, Dubai was announced to be the hosting city of the coming EXPO 2020. As a result, substantial growth is taking place in the real estate sector. Several residential, commercial and hotel buildings are going to be designed and constructed to accommodate the increase in population size. This region suffers from considerable uncertainty in its seismicity level and the design guidelines that should be followed (AlHamaydeh et al., 2012). The seismicity level of UAE and Dubai has been the matter of several research studies, such as Abdalla and Al-homoud (2004), Aldama-Bustos et al. (2009) and Khan et al. (2013). Nevertheless, unfortunately there is not much consensus in these research studies about the seismicity levels that should be designed for in UAE. This could b e attributed to the lack of in-depth seismological data and historical recordings of ground motions in this region. Such data would have been useful in providing comprehensive and sound seismic design guidelines (AlHamaydeh et al., 2013). The minimum seismic design requirements set by the local authorities in Dubai are based on the 1997 Uniform Building Code (UBC97). However, the municipality has been proactive in adapting to tremors that were felt and measured in UAE in April, 2013. They sent a circular to consulting offices in May, 2013 raising the minimum requirement to zone 2B for buildings higher than nine stories and zone 2A for buildings between four to nine stories. Therefore, the unprecedented growth in the number of buildings in Dubai combined with the lack of consensus on seismic design criteria complicate the vulnerability to earthquakes. It is generally believed that the UAE has low seismicity. Nevertheless, over the past few years, a significant number of regional seis mic activities, originating from faults surrounding the UAE, has been recorded by Dubai Seismic Network (DSN). Additionally, DSN has recorded some local seismic activities over the period from 2006 to 2014. UAE seismicity is affected by earthquakes originating from near-fault and far-field seismic sources (Mwafy, 2011). The most recent seismic hazard study for UAE, available to the authors, was published in 2013 by Khan et al. (2013). The study provided a comprehensive probabilistic seismic hazard assessment and spectral accelerations for the entire UAE. Furthermore, it implemented a standardized earthquakes catalogue for UAE compiled from United States Geological Survey (USGS), National Geosciences of Iran (2015) and the National Center of Meteorology and Seismology of UAE (NCMS) (2015) that dates back to 110 years. Furthermore, Khan et al. (2013) have used seven different ground motion prediction equations incorporating three next generation attenuation equations due to the lack of specific equations for UAE. They attributed UAE seismicity to the seismic source zones shown in Figure 1. In addition, the seismic hazard study by Shama in 2011 highlighted several local crustal faults in U AE that might affect its seismicity level. These faults are Dibba, Wadi El Fay, Wadi Ham, Wadi-Shimal, Oman and West Coast fault (Shama, 2011). Unfortunately, the level of seismicity is not clearly set since there is no strong consensus among researchers about the exact seismic level of UAE or Dubai. On the other hand, reviewing the available probabilistic seismic hazard studies conducted for UAE and Dubai clearly shows that there are significant variations in the estimated seismicity levels. In fact, results vary from no seismic hazard to very high seismicity. Table 1 shows a summary of Peak Ground Accelerations (PGA) from several probabilistic seismic hazard studies. The reported PGAs vary from less than 0.05g to 0.32g. This is attributed to the differences in the used source zonation, recurrence parameters, earthquake catalogues and ground motion prediction equations. The differences are mainly due to the lack of detailed seismological measurement and data in this region and such data is required to provide a comprehensive and sound seismic hazard study (AlHamaydeh et al., 2013). The variation in seismicity was a driving factor for many research studies related to the impact on design of buildings in Dubai, such as (AlHamaydeh et al., 2010; AlHamaydeh et al., 2011; and AlHamaydeh and Al-Shamsi, 2013). The objective of this paper is to investigate the impact of the seismicity hazard level on the performance, construction, repair and downtime costs of reinforced concrete (RC) shear wall buildings in Dubai. In this regard, six RC shear wall buildings are designed and detailed following the 2012 International Building Code (IBC12) standards. The reference buildings are 6-story, 9-story and 12-story. They are chosen to target the main sectors of buildings inventory in Dubai, UAE. These buildings are designed for two different seismic hazard levels that represent high and moderate seismicity estimates of Dubai. The different designs are compared based on their seismic performance, construction and repair costs in order to investigate and quantify the impact of the seismic design level. The seismic performance is evaluated following the methodology outlined in FEMA P695, which is a technical publication aiming to establish standard procedures for quantifying the seismic performance facto rs of buildings (Federal Emergency Management Agency (FEMA), 2009). The assessment methodology is based on nonlinear pseudo-static and dynamic analyses. The nonlinear response history analyses are performed using a set of ground motion records selected and scaled to represent the highest possible seismic activity in Dubai. As such, this would highlight the implications on design, seismic performance, construction and repair costs of RC shear wall buildings designed for different seismic hazard levels in Dubai, if the high seismicity estimate turns to be the most realistic. In addition, total construction cost is estimated considering structural and non-structural components. Finally, the repair cost is evaluated based on the structural and non-structural damage percentages adapted from SEAOC blue book (Structural Engineers Association of California, 1999). Details of the Reference Buildings The six reference buildings considered in this paper are intended to represent typical office buildings located in Dubai, UAE. The buildings have number of floors ranging from 6 to 12 stories to represent the majority of common buildings in Dubai. They are made up of RC and have a typical floor plan as shown in Figure 2. The plan consists of five 6m (20ft) bays and total dimensions of 30mx30m (100ftx100ft). Furthermore, the overall structural height varies between 24m to 48m (78ft to 156ft); with a typical floor height of 4m (13ft). The lateral force resisting system consists of special RC shear wall placed along the perimeter of the building. This arrangement ensures that center of mass is close to center of rigidity, hence it avoids inherent torsional effects. In addition, placing the walls along the perimeter boosts the building torsional resistance and reduces the shear demands on walls due to accidental torsion effects. The gravity system consists of RC square columns, while the floor system comprises of cast-in-situ flat plate. However, the gravity system is not designed to be part of the lateral force resisting system. It is only designed to support vertical loads and to satisfy the deformation compatibility requirement. For design purposes, concrete compressive strength () is assumed to be 28MPa (4.0ksi) for columns and slabs, and 38MPa (5.0ksi) for shear walls. Additionally, the yield strength (fy) of reinforcement is assumed to be 420MPa (60ksi). Super Imposed Dead Load (SDL) is 3.6kPa (75psf), excluding the self-weight of the concrete slabs. This SDL value is a conservative estimate commonly used for office buildings in Dubai. The breakdown of this estimate is as follows: 2 kPa (for 100mm of leveling screed and flooring tiles), 1 kPa for partitions (usually movable partitions) and 0.6 kPa allowance for mechanical, electrical and plumping overhanging services. Curtain wall (cladding) load on th e perimeter of each floor is 0.72kPa (15psf). Moreover, for office buildings the typical floors live load is 2.4kPa (50psf) and the roof live load is 1kPa (20psf) as per ASCE7-10. The six reference buildings are designed and detailed according to IBC12 requirements for two different seismic hazard levels representing high and moderate seismicity estimates in Dubai. The selection of the two seismic design levels is driven by the existing uncertainty in seismic loading and the substantial variability in reported seismic hazard levels for UAE and Dubai. Therefore, it is deemed a reasonable choice for the objective of this paper to consider the highest and moderate seismicity levels. This would allow investigating the consequences of the possible alternative seismic loading levels available to designers. The highest seismicity level represents the upper bound, and it is obtained from USGS (2015). The USGS seismic hazard level for Dubai estimate is selected in this study (i.e. Ss = 1.65g and S1 = 0.65g). Moreover, the moderate seismic design level represents Abu Dhabi International Building Code 2011 (ADIBC11) estimate for Dubai. The elastic design response spectra for the two considered seismicity levels along with the ASCE7-10 estimated fundamental periods of the studied six buildings are presented in Figure 3. As shown, at each seismic design level, three buildings with 6-stories, 9-stories and 12-stories are designed with special RC shear walls. Summary of all buildings details including response modification factors (R and Cd), design spectral accelerations and elastic fundamental time periods, and approximate periods upper limit are given in Table 2. It is worth mentioning that the ground motion input parameters (Ss and S1) of the two seismicity levels (high and moderate) result in Seismic Design Category (SDC) D for the six considered buildings. Consequently, ordinary RC shear walls are not permitted by the design code (i.e. ASCE7-10). Thus, all buildings are required to have special RC walls. Furthermore, choosing special detailing for both seismicity levels would allow investigating the direct impact of the seismic design level on th e cost and performance of walls with same level of detailing requirements. The buildings are given a legend showing its ID (i.e. Building1 to Building6), number of stories (i.e. 6Story, 9Story or 12Story), seismic design level (i.e. High or Moderate) and shear wall type (i.e. Special or Ordinary). A site class D is assumed for the six reference buildings. This assumption complies with IBC12 recommendations. Design Summary The buildings are designed and detailed in accordance to IBC12 standards which refers to ASCE7-10 for minimum design loads and ACI318-11for structural concrete requirements. The designs implement the state of the art practices in design and construction followed in Dubai, UAE. For the design purposes, elastic analysis is done using 3D models on CSI ETABS commercial package (ETABS, 2015). To determine the majority of the seismic mass, the gravity system is designed first and fixed for the three buildings. The gravity system is designed to resist axial forces from all vertical loads in addition to the moments and shears induced from deformation compatibility requirements. In order to ensure the structural stability of gravity columns, they are designed to resist the induced actions (bending moments and shear forces) from the deformations that will be imposed by earthquake excitations on the building. The bending moments and shear forces are estimated based on the maximum allowable inter-story drift by IBC12 which is 2%. The stiffness of the columns is estimated using ETABS by applying a force at the top and bottom of the considered story and by getting the corresponding displacement. The shear forces are then calculated by multiplying the maximum allowable displacement by the stiffness of each column. Then from the shear force, the moment is calculated as shown in Equations (1) and (2). (1) (2) Where V is shear force, d is displacement (calculated using ETABS), M is bending moment and L is column height. It should be noted that concrete shear capacity is found sufficient to resist the shear forces due to imposed deformations by applied seismic forces. Therefore, minimum lateral reinforcement (i.e. column ties) is provided in columns with reference to clause 7.10 in ACI318-11. The gravity system components (i.e. flat plates and columns) are designed in accordance to ACI318-11 provisions using in-house design spreadsheets. For an optimized design, following common design trends in UAE, columns cross sections and reinforcement are grouped and changed every three floors. The gravity system is common between buildings with the same number of floors. The gravity columns design details for the six reference buildings are summarized in Figure 4. Figure 4 (a), (b) and (c) show the dimensions and reinforcement details of the 6- , 9- and 12-story buildings, respectively. On the left s ide of each Figure, the columns cross section dimensions are provided over each group of floors. The right side shows the vertical and horizontal reinforcement of the different columns (i.e. columns around the opening and remaining columns) in each group of floors. The minimum required slab thickness is calculated such that it satisfies ACI318-11 Table 9.5(c) minimum requirements. For the longest clear span of 5.3m, the minimum required thickness is 177mm. This figure is rounded up and 200mm thick flat plates are used. The flat plates are reinforced with T16 reinforcement bars spaced at 125mm, top and bottom in both directions. Additional T20 reinforcement spaced at 125mm (2m long) are added on top of columns in both directions. The lateral system is designed to resist the seismic lateral loads determined according to IBC12 Static Equivalent Lateral Force (SELF) method. The SELF method is permitted for all the six reference buildings. This is because the total height for all buildings does not exceed 48m (160ft), the SDC is D and no structural irregularities exist according to ASCE7-10, Table 12.6-1. Linear static analysis is performed using ETABS to evaluate the induced forces and displacements from seismic forces. Then, shear walls are designed to satisfy strength and drift requirements. Inter-story drift ratios are controlled within code, IBC12, limits (2%) by varying the shear wall stiffness through changing its in-plan length. Strength requirements are satisfied by designing the shear walls for the induced bending moments and shear forces by the seismic actions using Quickwall software (Quick Concrete Wall, 2015). Shear walls thickness and reinforcement are changed every three floors to optimize the des ign and to match common design practices in Dubai. However, walls in-plane length is kept constant throughout the buildings height to avoid any vertical structural irregularities. The need for specially detailed boundary elements is checked every three floors using the displacement-based approach. The use of displacement based approach for checking the boundary elements vertical extent is preferred over the use of stress-based approach. This is because the latter approach was proven to provide highly conservative requirements for the special detailing (Wallace and Moehle, 1992) and (Thomsen IV and Wallace, 2004). For practical constructability, boundary elements are designed to have the same wall thickness. Additionally, to comply with ACI318-11 minimum thickness requirements and conform to typical design practices in the UAE, an aspect ratio of at least 25.4mm: 304.8mm (1in: 12in) is maintained between wall thickness and length. The walls minimum thickness depends on the unsupporte d height and length. Therefore, as the walls unsupported heights across the different buildings are constant (i.e. limited by the typical story height), it is necessary to impose a practical criterion on the walls thickness as we change the length from building to building. This approach guarantees that the different designs are subjected to the same guidelines, especially for sizing the walls cross sections. This would result in a fair response comparison among all designs as they follow similar basis that imitates typical design practices in the UAE. During initial dynamic analyses of the 12-story buildings, B5-12S-H-S and B6-12S-M-S, it was observed that the critical section was not at the walls base. This is contradicting the code assumption of having a single critical section at the base of cantilevered shear walls. The critical section resulting in the dynamic analysis was actually shifted from the wall base to the bottom of the lowest floor in upper quarter of the building (1 0th floor). The initiated failure mechanism was governed by higher modes effects and the formation of plastic hinges at upper floors. The optimization done initially to the design by reducing dimensions and reinforcement for upper floors magnified the impact of higher modes effects. As a result, it triggered the failure and plastic hinge formation to be initiated at the reduced cross section. Therefore, the critical section became located at the weak spot at higher levels, which resulted in an unfavorable premature collapse mechanism. This observation has been highlighted by previous researchers, such as Tremblay et al. (2001), Bachmann and Linde (1995), and Panneton et al. (2006). It was also experimentally proven by shake table and cyclic loading tests (El-Sokkary et al., 2013). As an example, the modal analysis of the 12-story building, B5-12S-H-S, is shown in Table 3. It can be seen that there are clear separations between the individual modes characteristics (periods and modal masses). This is generally expected in a flexural cantilever structural type (i.e. shear walls). The first mode effective mass is usually ranging from 50% to 70% and the second mode period is approximately one sixth of the first mode. This is consistent with many research studies which investigated the effects of higher modes on response of cantilever shear walls (e.g. Humar and Mahgoub, 2003 and Tremblay et al., 2001). Furthermore, it is clear that relative modal weights (%) and modal participation factors are relatively high at 7th, 8th and 12th vibration modes which highlights the impact of higher modes. As a result, the design was revised by keeping the cross section and reinforcement constant for the upper half of the 12-story (B5-12S-H-S and B6-12S-M-S) and 9-story buildings (B3-9S-H-S and B4-9S-M-S). For 6-story buildings (B1-6S-H-S and B2-6S-M-S), a single cross-section was used for all floors with terminating boundary element at third floor. This conforms to the state-of-ar t design and construction practices in Dubai, UAE. It also matches the design philosophy adopted in other 12-story and 9-story buildings by keeping the same cross section and reinforcement for upper six floors. Summary of the shear walls design details is shown in Figure 5. Nonlinear Modeling The six reference buildings are modeled using lumped plasticity formulations on IDARC-2D (Reinhorn et al., 2009). Since the buildings are symmetric, mass participation of torsional modes of vibration are low. Therefore, torsional effects are negligible and a two-dimensional model is sufficient to simulate the buildings response. The shear walls are idealized using macro-models by representing the structural members with equivalent elements possessing all nonlinear characteristics. The members nonlinear characteristics depend on distribution of plasticity and yield penetration. A lumped plasticity model consisting of two nonlinear rotational springs located at the ends and an elastic member is used for the shear walls. The nonlinearity is concentrated at the locations of the nonlinear rotational springs. The flexural and shear deformations of the shear walls are modelled using the tri-linear (three parameter) hysteretic model developed by Park et al. (1987). The tri-linear hysteretic models allow controlling the stiffness degradation and strength deterioration due to ductility and energy. In addition, the axial deformations of the shear walls are considered by a linear-elastic spring. For the shear walls, the moment-curvature and shear-distortion are calculated using the fiber elements procedure of IDARC2D. The wall cross section is divided into number of fibers and then subjected to increments of curvatures. From strain compatibility and equilibrium, the strains are calculated and used to compute the resulting axial forces and bending moments in the section (Reinhorn et al., 2009). Results and Discussion The buildings seismic performance is evaluated following FEMA P695 methodology (2009). FEMA P695 approach is based on nonlinear pseudo static (pushover) analysis, Incremental Dynamic Analysis (IDA) and fragility analysis. Pushover analysis is used to validate the nonlinear model and estimate the period based ductility of the buildings. Then, IDA analysis is performed using a suite of far-field ground motion records to estimate the median collapse intensity and collapse margin ratio. The far-field ground motion records are scaled to match the MCE response spectrum of the highest seismicity estimate in UAE. This seismicity hazard level is as estimated by USGS (2015) for Dubai (Ss = 1.65 g and S1 = 0.65 g). The selected scaling level simulates the worst, yet possible seismic hazard scenario from distant sources (e.g. Zagros thrust or Makran subduction zone) as highlighted by Sigbjornsson and Elnashai (2006). Thus, it allows assessing the consequences of the selected seismic design level (i.e. high or moderate) on the seismic performance, construction and repair costs of RC shear wall buildings in Dubai. The calculated collapse margin ratios from the IDA are adjusted to account for uncertainties in design basis, test data, nonlinear modeling and to consider the spectral shape of the ground motion records. The spectral content is accounted for based on the calculated period based ductility. Adjusted IDA results are finally used to calculate exceedance probabilities for ASCE-41 (2013) performance levels, Collapse Prevention (CP), Life Safety (LS) and Immediate Occupancy (IO). Nonlinear Pseudo-Static (Pushover) Analysis Pushover analysis is performed using an inverted triangle displacement profile as a pushing function for all buildings. The intensity is increased monotonically until the ultimate base shear degrades by 20%. The results are used to construct capacity curves (back-bone) for the reference buildings in the form of roof drift ratio versus base shear coefficient (i.e. base shear normalized by seismic weight). Pushover capacity curves are used to assess the buildings deformation and strength capacities. The capacity curves of the three buildings designed for the high seismicity estimate (i.e. B1-6S-H-S, B3-9S-H-S and B5-12S-H-S) are shown in Figure 6. Normalized base shear capacities are 0.57, 0.5 and 0.46 for B1-6S-H-S, B3-9S-H-S and B5-12S-H-S, respectively. As expected, base shear capacity is higher for the shorter building (6-story). This is attributed to the higher design forces which resulted from the relatively higher initial stiffness of squat shear walls compared to their slender counterpart. B1-6S-H-S reached a maximum roof drift ratio, prior collapse, of 6.5%, while B3-9S-H-S reached 6% and B5-12S-H-S reached 7.25%. The three buildings have period-based ductility calculated as recommended by FEMA P695 greater than 8. It can also be observed that in the three high seismicity designs, the capacity curves do not experience severe degradation in strength or deterioration in stiffness. This matches the expected behavior of well detailed special RC shear walls with confined bou ndary elements. It is noticed from the final damage states of the buildings, at 20% strength degradation, that static pushover analysis resulted in a failure mode at the base of the shear walls conforming to the design code assumed critical section. The overall structural damage index reported by IDARC-2D is 0.359, 0.426 and 0.618 for B1-6S-H-S, B3-9S-H-S and B5-12S-H-S. It is worth mentioning that these damages are concentrated at first floor shear walls. Established capacity curves for buildings designed for moderate seismicity (B2-6S-M-S, B4-9S-M-S and B6-12S-M-S) are presented in Figure 6. From shown capacity curves, normalized base shear capacities are 0.31, 0.26 and 0.24 for buildings B2-6S-M-S, B4-9S-M-S and B6-12S-M-S, respectively. Similar to the high seismicity design, the 6-story building has the highest normalized base shear capacity. This is due to its lateral system (shear walls) relatively higher stiffness which resulted in higher demands. Maximum drift ratios, prior collapse achieved by B2-6S-M-S, B4-9S-M-S and B6-12S-M-S are 9.25%, 8% and 3.5%, respectively. The three designs have period-based ductility greater than 8 calculated as recommended by FEMA P695. The overall structural damage index reported by IDARC-2D is 0.371 for B2-6S-M-S, 0.455 for B4-9S-M-S and 0.359 for B6-12S-M-S. These damages are triggered at the first floor shear walls only. Therefore, similar to high seismicity designs, the pseudo static pushover analysis results of moderate seismicity designs suggests a single critical section at the wall base. This conclusion matches with design code recommendation for regular buildings permitted to be designed following the static method (SELF) by ASCE7-10. Nonlinear Incremental Dynamic Analysis (IDA) The seismic performance of the reference buildings is investigated under the random nature of earthquakes. Standard nonlinear pseudo-static analysis does not inherently fully capture the higher modes effects which usually govern the response of tall and irregular buildings. Consequently, the use of nonlinear dynamic analysis is more appropriate in such cases. IDA provides better insight of the expected structural response from the linear range through the nonlinear response and until it losses stability and collapse (Vamvatsikos and Cornell, 2004). The IDA in this case is performed using a very fine increment of 0.1g for the spectral accelerations. The increments are increased until all ground motion records caused the buildings to collapse or exceed the CP maximum drift ratio limit of 2% as specified by ASCE-41. However, the maximum spectral acceleration for all the records is not increased more than 2.5g. The total number of dynamic analysis runs performed for each reference buildi ng is around 1100 (22 records x 2 components x 25 scale factors). Figure 7 presents the resulting IDA curves for high seismicity designs, B1-6S-H-S, B3-9S-H-S and B5-12S-H-S. The structural response derived from IDA curves can depend to some extent on the characteristics of the particular accelerograms used. Thus, the performance is judged based on a suit of ground motion records to segregate this effect. On average, at low drift ratios (approximately up to 1%), the three designs (B1-6S-H-S, B3-9S-H-S and B5-12S-H-S) exhibit a linear behavior. The same linear behavior is resulting from some of the ground motion records up to the MCE spectral acceleration. At higher spectral accelerations, the structural response starts to vary showing several patterns of nonlinearities, such as softening, hardening and weaving. For only few records, the structure seems to soften and move to large drifts rapidly until it reaches collapse. Collapse in these curves, whether resulting from convergence issues, numerical instabilities, or very large drift ratio, is repre sented using a drift ratio of 10% and a flat line in IDA curves. Majority of the earthquake records caused severe hardening and weaving around the elastic response. The weaving observation conforms to the common equal displacement rule stating that inelastic and elastic displacements are equal for structures with relatively moderate time periods (Vamvatsikos and Cornell, 2002). In addition, for some records, the hardening phenomenon in which the structure seems to perform better at higher intensities is somewhat against the common expectation (Vamvatsikos and Cornell, 2002). This is because generally the time and pattern of the time-history governs the response more than just the intensity. Moreover, the upward scaling done to the records makes the less responsive cycles at the beginning of the time-history strong enough to cause damage and yielding of the structural elements. Therefore, some strong ground motion records at some intensity might cause early yielding of a specific flo or, usually a low floor. This floor acts as a sacrificial fuse which reduces the response of higher floors (Vamvatsikos and Cornell, 2002). Another very interesting observation that is clearly seen in IDA curves shown in Figure 7 is what is called Structural Resurrection. This phenomenon has been observed by Vamvatsikos and Cornell (2002) and is defined as a severe hardening behavior. In structural resurrection, the building moves all the way to complete collapse (numerical instability or convergence issues) at some intensity. Then at higher intensities it shows a lower or higher response, but without collapsing. This happens because the time and pattern of the ground motion record at a particular intensity might be more damaging than at higher intensities. In other words, this particular intensity causes the stru

Thursday, September 19, 2019

Comparing Equality in Henry James The Turn of the Screw and Edith Whar

The Theme of Equality in Henry James' The Turn of the Screw and Edith Wharton's The Lady's Maid's Bell Henry James' The Turn of the Screw and Edith Wharton's "The Lady's Maid's Bell" share a common theme: all people are equal. Both authors generate this theme by bridging class barriers with a generous master and mistress who have revolutionary ideas. Although circumstances differ in both stories, the common theme remains easily discernable with the words and actions of both Mrs. Brympton in "The Lady's Maid's Bell" and the young master, Miles in The Turn of the Screw. Through their friendship, trust, and eventual love for their servants, both the master and mistress prove their modern thoughts of equality between servants and higher classes. Mrs. Brympton establishes a relationship of friendship and equality with Miss Hartley from the beginning, and their friendship resembles that of Mrs. Brympton and her former maid, Emma, whom she dearly loved. Even Mrs. Railton, who mentions the job offer to Hartley, asserts that "[Mrs. Brympton] wants a maid that can be something of a companion" (Wharton 13). Upon employment, Hartley discovers for herself that "Mrs. Brympton [is] the kindest of ladies" (Wharton 15). Something about Mrs. Brympton's nature seems to insinuate an equality between her maid and herself from the beginning because the mistress shows natural compassion and humanity toward all of her servants. Mrs. Blinder, another servant, describes the loyal relationship between Mrs. Brympton and Emma, her previous handmaid: "My mistress loved her like a sister" (Wharton 17). This love between higher and lower classes remains extremely rare in the Victorian Era, and even the mistress, Mrs. Brympton, realizes this; consequent ... ...e master and the mistress stand by their convictions, and their relationships with servants reflect such an equality. Both Mrs. Brympton and young Miles even grow to love their servants and confide in them, which testifies that they are treated as more than equal peers. In Henry James' The Turn of the Screw and Edith Wharton's "The Lady's Maid's Bell" servants become equal citizens due to the nature of their master or mistress, and the theme rings clearly through both works, which becomes the concept that all classes of people are equal. Works Cited James, Henry. The Turn of the Screw. Boston: Bedford Books, 1995. Robbins, Bruce. "'They don't much count, do they?': The Unfinished History of The Turn of the Screw." The Turn of the Screw. Boston: Bedford Books, 1995. 268-96. Wharton, Edith. "The Lady's Maid's Bell." New York: Simon & Schuster, 1973. 12-35.

Wednesday, September 18, 2019

The Adventures of Huckleberry Finn :: essays research papers

The character I chose to do my essay on from the book, The Adventures of Huckleberry Finn; is Tom. If I had to pick three words of the top of my head that best describes him those words would be: fanciful, trickster, and adventurous.  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  The reason I chose fanciful is because; Tom reads a lot of fiction books and books about fantasy. Whatever he reads he tries to live out in real life. Since Tom reads fiction and fantasy books he lives by the laws of fantasy not reality. He also told Jim that he had to have a coat of arms before he gets out the shack. Tom said in all books the person escaping always left behind a coat of arms.   Ã‚  Ã‚  Ã‚  Ã‚  The reason that I chose trickster for my second choice is because he showed examples through out the whole book of being a trickster, like when he snuck out the house with Huck and looked into the window and saw Jim sleeping so Tom decided to go in the house and take of his hat and hang it on the tree outside. So Jim thought that witches did it. Also when Jim was locked in the cabin and Tom knew that he was free but he didn’t let Jim know and made Jim think he wasn’t free and somehow they were going to have to break him out.   Ã‚  Ã‚  Ã‚  Ã‚  The last word I chose was adventurous the reason I chose adventurous was because all Tom had to do was steal the key and get Jim out but he said it was to easy and to boring he wanted it to be harder. Also Tom was willing to dig Jim out with spoons even it took weeks and years. The last thing that showed me he loved adventures

Tuesday, September 17, 2019

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