Jysk Porter 5 Forces Essay Example

Jysk Porter 5 Forces Paper For the external analysis I will do a Porter 5-Force analysis on the Micro environment of JYSK on the Chinese market. First I want to have a look at the Industry competitors, so the rivalry. If we take a look on the Chinese market, we can see that there is already a fierce competition going on the market. Domestic and foreign retailers like IKEA or Wal-Mart have already successful penetrated the market. The number will increase constantly, because everybody wants a piece of the cake. If we look at the entry market for JYSK, that would be Shanghai, so there is already a large furniture center. There is no concept like JYSK so far, but most of the segments they serve are already covered, like mattresses. The Chinese market suffers from plagiarism; there is no uniqueness due to that. Next I want to have a look at the potential entrants. In general there are no big entry barriers; it’s easy to penetrate the market. Costs are quiet low. The sorts of concepts you can offer are limited, there is no franchise retail chain on the market yet. We will write a custom essay sample on Jysk Porter 5 Forces specifically for you for only $16.38 $13.9/page Order now We will write a custom essay sample on Jysk Porter 5 Forces specifically for you FOR ONLY $16.38 $13.9/page Hire Writer We will write a custom essay sample on Jysk Porter 5 Forces specifically for you FOR ONLY $16.38 $13.9/page Hire Writer IKEA is similar, but different because it’s a self-service shop. The advantage of being a famous European chain is no advantage in china any more, Chinese are brand fixed, but they don’t know European brands on the market that much. For the potential entrants there is to mention, that almost the whole world wants to join the Chinese market and there is and there will be even more beginners. Next I want to have a look at the substitutes. Substitutes do not exist due to the uniqueness of the product-level. It’s almost impossible to substitute a mattress, of course you can use an air mattress, but the possible substitutes are not worth to be mentioned. The big problem is the Chinese patent system, because there is none, the market suffers from plagiarism. Next I want to have a look at the buyers and there Power. The bargaining power of furniture buyers in china is pretty low. Furniture creates less significance for buying ambitions. Most of the time Chinese don’t even buy it by themselves due to a lack of time. If we think about switching costs in that segment, they are low. It’s hard to tie the customer, because the products JYSK sales are exchangeable without any switching costs and the possibilities will be even more in the future. As a result of that the bargaining power growths. Chinese are very open and well informed though very brand fixed, it is easier to tie them with a brand than a product. The consumers are very price sensitive, they want more for less. It’s important to consider national special features, ike not using some colors (yellow) because of their special meaning. Buyers want hard mattresses and because of the fast changing generations the trend of bed-linen and duvets will be change as well. Next I want to have a look at the suppliers. There is already a fierce competition going on at the local supplier market, mass production of less quality is floating the market. Way cheaper than JYSK products. The large number of manufacturers pushed the bargaining po wer of the Chinese furniture industry suppliers. Conclusion: Porter’s 5 Forces has shown that the Chinese furniture market is developing quite fast and changing all the time and due to this suffers from different circumstances (e. g. changing customer needs/ less raw materials). Focusing the micro-level it must be stated that the market is defined by intensive competition due to rivalry in conquering market shares. While entering the market is nothing in the way, companies must be rather careful to prevent plagiarism and stuck to what they are good at. Keep their focus on the brand and less at the variety of the products because the Chinese market offers every product already way cheaper.

The Advantages Of Stupidity Essays - Intelligence, Stupidity

The Advantages Of Stupidity Essays - Intelligence, Stupidity The Advantages of Stupidity Most people say being stupid will lead no where. They claim that it is the worst possible condition in which to spend one's life, and if possible, it should be completely avoided. They would even suggest if the symptoms of stupidity are caught in the early stages, it could easily be treated by a surgeon. The most effective method used to do this is the chainsaw technique, later described in volume two. Yet, perhaps if people took a closer look at some of the advantages stupidity had to offer, they wouldn't have such a negative attitude toward it. After reading this paper, one will underezd the advantages of stupidity. Admittedly, stupidity has certain disadvantages. Life isn't a bowl of cherries. And being stupid doesn't make it any fruitier. Being stupid can annoy even the most sensitive people. If one acts stupid, and does it in the wrong crowd, like a group of adults, it will seem more immature than funny. If one is forced to act stupid while dealing with lower life forms, for example, high school teachers, one may encounter barriers such as cruelty and insensitivity, with the utterance of statements like, "Think with your head straight!" or, "You have a brain, use it." Yet these are all true, there are still many advantages to stupidity. The first advantage is very easy to underezd. Stupid people are never asked to do a lot. Many have noticed that people tend to steer away from someone they feel may be stupid. This is for a very good reason. The stupidity which they posses makes a name for themselves, a name which can be very difficult to shake. Possibly, it is a word which describes the working habits of the person, such as "crappy". Yet, this creates a positive situation for the stupid person. They will have a lot of free time on their hands for more of lifes truly meaningful pleasures. Some of these activities are combing facial hair, and counting the pixels on a Sony TV. Now, there has been a rumour going around that suggests that stupid people have low expectations. This is true. They are so stupid that they don't realize great from O.K. They could have a Sanyo cordless phone, but would probably choose instead a Pierre Cardin alarm clock telephone, because it comes free with their sensamatic folding bed. And someone with the "advantage" of stupidity might have a hard time doing certain tasks, or setting things up. Yet this isn't all bad. For example, if a stupid person leaves the chore, and comes back to it later, no one will be able to underezd it. Would they get fired from their job? No. For the very simple reason that no one would underezd their work except for them. The job would have to be given back to the stupid person, perhaps with a higher salary, or someone would do it for them, leaving them with even more free time! Free time is great for brainstorming (Admittedly this seems to be a bad choice of words!). Yet the ideas stupid people create tend to be original. For example, when was the last time someone stupid said something, and made one think about it? It seems that people are always talking about someone elses dumb idea. An example of such an idea would be, "How many stories will that english teacher drop before having a stroke?" This would suggest that stupid people may have the upper hand when it comes to thinking up original ideas. In fact, the next time someone wants an original idea for something, they should try talking to their local, community stupid person. The reason for this is that while a stupid person thinks with his head, he does not do so an organized manner. This is why they have so much creativity. By thinking in this fashion, their ideas have a natural tendency to flow more easily, without the interruptions which occur from the editing of thoughts that logical people would have normally. Thus if someone else should say to one, "That was a stupid idea!" one should merely look that person straight in the eye, and say, "Thank-you!" This also means that the claim, "Stupid

Global marketing management Essay Example | Topics and Well Written Essays - 3000 words

Global marketing management - Essay Example The researcher states that in the era of globalization, a company with a good financial and non-financial base will certainly think about the expansion of the company overseas. If they can expand their customer base, it would be more profitable for them, when the long run of the business is concerned. The companies have to design efficient strategies to ensure that their new venture in overseas country is generate a good return for them in a long-term basis. Hilton food group Plc is in the retail meat packing business in Europe. They are the supplier of the major food retailers of Europe who have global presence. The group has presence in the United Kingdom, Ireland, Netherlands, Central Europe, Sweden and Denmark. The group wants to expand its business in more countries and subsequently wants to broaden their customer base. Internationalization mainly occurs when a firm decides to expand its R&D, selling production and other related business activities in the international markets. A company expands the operation globally if the management feel it is viable for them financially or non-financially. If the management finds opportunity in a country then they opt for expanding its business there. At first, they identify the customer needs in the new country. If the company has the ability to meet the customer needs then they take the decision to expand their operations in that country. If they identify that, the labour cost is less in the new country is lower than the country where they are currently operating then they would like to expand their business in the country. ... If they identify that, the labour cost is less in the new country is lower than the country where they are currently operating then they would like to expand their business in the country (Tan and Mahoney, 2002, pp.20-24). When a company is trying to moving towards to some lower development country, then there is the chance to expand the product life cycle. The company will also get the chance to expand the customer base and as a result, the economies of scale of the company will improve. The vision of Hilton food group plc is continuing their global expansion as it is their strategic goal. They have done the expansion in the recent years also. In the year 2010, they have expanded their operations in Estonia (Hilton Group Food Plc, 2010, p.5). The company has subsidiaries in Ireland, Holland (Financial Analysis Made Easy-1, 2012). The idea of international expansion is as per the vision of the company. Their purpose of going global is increasing the customer base of the company so th at they can gain the economies of scale. Market Opportunities For analyzing their market opportunities, the researcher has to go through their products, which they offer. They are the suppliers of packaged foods to the retailers of Europe. The clients of Hilton food group includes Tesco Plc, Albert Hejin, Ahold etc (Hilton Food Group Plc, 2012), who are among the top players of the retail sector. They are specialist in non-vegetarian foods like meat products, fish products including the provisions of freezer (Financial Analysis Made Easy-2, 2012). They have no branded product, which means that they manufacture the products when they have not any recognition to the retail customers. It is concluded by the researcher that the clients of the

Clever Marketing for Luxury Goods in the Fashion Industry Essay

Clever Marketing for Luxury Goods in the Fashion Industry - Essay Example The essay "Clever Marketing for Luxury Goods in the Fashion Industry" concerns the clever fashion marketing. It first looked into the number of years that the number of years by which the latter are working as members of the marketing industry within the luxury fashion industry. Seven respondents (11.7%) reported to have been in the luxury fashion industry for less than five years. Meanwhile, twenty two (36.7%) said that they have been employed by the said industry for five to six years. In the same manner, fifteen (25.0%) noted to have been working in such for seven to ten years. Finally, sixteen (26.7%) said that they are within the luxury fashion industry for more than ten years. Aside from determining the number of years that the respondents have stayed within the luxury fashion industry, the researcher also determined which among of the three groups being studied are they a member of. Since this research is aimed towards ensuring the proper representation of the three groups, tw enty respondents (33.3%) were obtained from each. These results are graphically presented in Table 2. As established in the previous chapters of this study, the era wherein fashion was characterized as super exclusive and could only be afforded by the elite has ended (Agins, 2000). In fact, designers are now taking their cues from consumers from the mainstream and creativity has been channeled to the mass-marketing clothes. As a result, members of the industry were seen to have joined financial groups.

Kantian and Utilitarian Theories and the Nestle Moral Issue Term Paper

Kantian and Utilitarian Theories and the Nestle Moral Issue - Term Paper Example o new mothers, free or low cost products, improper labels) allegedly designed for the adoption of bottle-feeding instead of breast-feeding by mothers. Outrage against Nestle came to a high point when a Caribbean Food and Nutrition Institute attested that millions of infants suffered ailments or death due to bottle-feeding. The institute, however, did not clarify whether the cause was the infant formula or improper sterilization-and-storage of baby bottles and feed. Heightened indignation against Nestle resulted in a campaign led by the Infant Formula Action Coalition (INFACT) to boycott Nestle products globally. Subsequently, the World Health Organization (WHO) imposed a Code of Marketing of Breastmilk Substitutes to prohibit advertising which discourages breastfeeding. After years in which Nestle seemed to comply with the Code, the Action for Corporate Accountability charged Nestle with non-compliance. Boycott of Nestle was again instigated, bolstered by the United Methodist Churchà ¢â‚¬â„¢s study that Nestle’s advertising practices (free supplies to hospitals, stepped up donation to counter Ivory Coast government’s promotion of breastfeeding) were designed solely to increase sales, thus violating the WHO code. KANTIAN AND UTILITARIAN THEORIES 3 Today, the issue is unresolved due to data issued by UNICEF that 1.5 million infants, who are not breast-fed, die each year. This study was used by the International Baby Food Action Network and its affiliates by accusing Nestle and other infant-formula companies of violating the WHO marketing code. The situation aggravated when a 2003 British Medical Journal reported that 90 percent of health providers were ignorant of the WHO code, while two-thirds of mothers using infant-feed formula were not advised on the benefits of... Kantian and Utilitarian Ethics have similarities in their common aim to provide guidance on moral conduct amid 18th century modernizing times in which nationalism and industrialization were emerging. Both theories need not be seen simply as speculative principles since the Kantian categorical imperative will have an impact after his death on the subsequent 19th century German idealism in which: â€Å"The state had a will, a consciousness and a moral end of its own, on a higher level than that of any individual. Neither internally nor externally was the state limited by moral laws, since it was itself the fount of such laws†. On the other hand, utilitarianism will be the foundation of the American principle of American capitalism and free enterprise, expressed by Adam Smiths’ insight â€Å"in which a free market system could combine the freedom of individuals to pursue their own objectives†. The Utilitarian philosophy is also well entrenched in the Declaration of Independence as drafted by Thomas Jefferson: â€Å"We hold these truths to be self-evident, that all men are created equal, that they are endowed by their Creator with certain unalienable Rights that among these are Life, Liberty, and the pursuit of Happiness†.

Analysis of OECD Principles of Corporate Governance

Analysis of OECD Principles of Corporate Governance Foreword The OECD Principles of Corporate Governance were endorsed by OECD Ministers in 1999 and have since become an international benchmark for policy makers, investors, corporations and other stakeholders worldwide. They have advanced the corporate governance agenda and provided specific guidance for legislative and regulatory initiatives in both OECD and non OECD countries. The Financial Stability Forum has designated the Principles as one of the 12 key standards for sound financial systems. The Principles also provide the basis for an extensive programme of cooperation between OECD and non-OECD countries and underpin the corporate governance component of World Bank/IMF Reports on the Observance of Standards and Codes (ROSC). The Principles have now been thoroughly reviewed to take account of recent developments and experiences in OECD member and non-member countries. Policy makers are now more aware of the contribution good corporate governance makes to financial market stability, invest ment and economic growth. Companies better understand how good corporate governance contributes to their competitiveness. Investors especially collective investment institutions and pension funds acting in a fiduciary capacity realise they have a role to play in ensuring good corporate governance practices, thereby underpinning the value of their investments. In todays economies, interest in corporate governance goes beyond that of shareholders in the performance of individual companies. As companies play a pivotal role in our economies and we rely increasingly on private sector institutions to manage personal savings and secure retirement incomes, good corporate governance is important to broad and growing segments of the population. The review of the Principles was undertaken by the OECD Steering Group on Corporate Governance under a mandate from OECD Ministers in 2002. The review was supported by a comprehensive survey of how member countries addressed the different corporate governance challenges they faced. It also drew on experiences in economies outside the OECD area where the OECD, in co-operation with the World Bank and other sponsors, organises Regional Corporate Governance Roundtables to support regional reform efforts. The review process benefited from contributions from many parties. Key international institutions participated and extensive consultations were held with the private sector, labour, civil society and representatives from non-OECD countries. The process also benefited greatly from the insights of internationally recognised experts who participated in two high level informal gatherings I convened. Finally, many constructive suggestions were received when a draft of the Principles was made available for public comment on the internet. The Principles are a living instrument offering non-binding standards and good practices as well as guidance on implementation, which can be adapted to the specific circumstances of individual countries and regions. The OECD offers a forum for ongoing dialogue and exchange of experiences among member and non-member countries. To stay abreast of constantly changing circumstances, the OECD will closely follow developments in corporate governance, identifying trends and seeking remedies to new challenges. These Revised Principles will further reinforce OECDs contribution and commitment to collective efforts to strengthen the fabric of corporate governance around the world in the years ahead. This work will not eradicate criminal activity, but such activity will be made more difficult as rules and regulations are adopted in accordance with the Principles. Importantly, our efforts will also help develop a culture of values for professional an d ethical behaviour on which well functioning markets depend. Trust and integrity play an essential role in economic life and for the sake of business and future prosperity we have to make sure that they are properly rewarded. OECD Principles of Corporate Governance The OECD Principles of Corporate Governance were originally developed in response to a call by the OECD Council Meeting at Ministerial level on 27-28 April 1998, to develop, in conjunction with national governments, other relevant international organisations and the private sector, a set of corporate governance standards and guidelines. Since the Principles were agreed in 1999, they have formed the basis for corporate governance initiatives in both OECD and non-OECD countries alike. Moreover, they have been adopted as one of the Twelve Key Standards for Sound Financial Systems by the Financial Stability Forum. Accordingly, they form the basis of the corporate governance component of the World Bank/IMF Reports on the Observance of Standards and Codes (ROSC). The OECD Council Meeting at Ministerial Level in 2002 agreed to survey developments in OECD countries and to assess the Principles in light of developments in corporate governance. This task was entrusted to the OECD Steering Group on Corporate Governance, which comprises representatives from OECD countries. In addition, the World Bank, the Bank for International Settlements (BIS) and the International Monetary Fund (IMF) were observers to the Group. For the assessment, the Steering Group also invited the Financial Stability Forum, the Basel Committee, and the International Organization of Securities Commissions (IOSCO) as ad hoc observers. In its review of the Principles, the Steering Group has undertaken comprehensive consultations and has prepared with the assistance of members the Survey of Developments in OECD Countries. The consultations have included experts from a large number of countries which have participated in the Regional Corporate Governance Roundtables that the OECD organises in Russia, Asia, South East Europe, Latin America and Eurasia with the support of the Global Corporate Governance Forum and others, and in co-operation with the World Bank and other non-OECD countries as well. Moreover, the Steering Group has consulted a wide range of interested parties such as the business sector, investors, professional groups at national and international levels, trade unions, civil society organisations and international standard setting bodies. A draft version of the Principles was put on the OECD website for public comment and resulted in a large number of responses. These have been made public on the OECD we b site. On the basis of the discussions in the Steering Group, the Survey and the comments received during the wide ranging consultations, it was concluded that the 1999 Principles should be revised to take into account new developments and concerns. It was agreed that the revision should be pursued with a view to maintaining a non-binding principles-based approach, which recognises the need to adapt implementation to varying legal economic and cultural circumstances. The revised Principles contained in this document thus build upon a wide range of experience not only in the OECD area but also in non-OECD countries. Preamble The Principles are intended to assist OECD and non-OECD governments in their efforts to evaluate and improve the legal, institutional and regulatory framework for corporate governance in their countries, and to provide guidance and suggestions for stock exchanges, investors, corporations, and other parties that have a role in the process of developing good corporate governance. The Principles focus on publicly traded companies, both financial and non-financial. However, to the extent they are deemed applicable, they might also be a useful tool to improve corporate governance in non-traded companies, for example, privately held and stateowned enterprises. The Principles represent a common basis that OECD member countries consider essential for the development of good governance practices. They are intended to be concise, understandable and accessible to the international community. They are not intended to substitute for government, semi-government or private sector initiatives to dev elop more detailed best practice in corporate governance. Increasingly, the OECD and its member governments have recognized the synergy between macroeconomic and structural policies in achieving fundamental policy goals. Corporate governance is one key element in improving economic efficiency and growth as well as enhancing investor confidence. Corporate governance involves a set of relationships between a companys management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined. Good corporate governance should provide proper incentives for the board and management to pursue objectives that are in the interests of the company and its shareholders and should facilitate effective monitoring. The presence of an effective corporate governance system, within an individual company and across an economy as a whole, helps to provide a degree of confidence that is necessary for the proper functioning of a market economy. As a result, the cost of capital is lower and firms are encouraged to use resources more efficiently, thereby underpinning growth. Corporate governance is only part of the larger economic context in which firms operate that includes, for example, macroeconomic policies and the degree of competition in product and factor markets. The corporate governance framework also depends on the legal, regulatory, and institutional environment. In addition, factors such as business ethics and corporate awareness of the environmental and societal interests of the communities in which a company operates can also have an impact on its reputation and its long-term success. While a multiplicity of factors affect the governance and decisionmaking processes of firms, and are important to their long-term success, the Principles focus on governance problems that result from the separation of ownership and control. However, this is not simply an issue of the relationship between shareholders and management, although that is indeed the central element. In some jurisdictions, governance issues also arise from the power of certain controlling shareholders over minority shareholders. In other countries, employees have important legal rights irrespective of their ownership rights. The Principles therefore have to be complementary to a broader approach to the operation of checks and balances. Some of the other issues relevant to a companys decision-making processes, such as environmental, anti-corruption or ethical concerns, are taken into account but are treated more explicitly in a number of other OECD instruments (including the Guidelines for Multinational Ente rprises and the Convention on Combating Bribery of Foreign Public Officials in International Transactions) and the instruments of other international organisations. Corporate governance is affected by the relationships among participants in the governance system. Controlling shareholders, which may be individuals, family holdings, bloc alliances, or other corporations acting through a holding company or cross shareholdings, can significantly influence corporate behaviour. As owners of equity, institutional investors are increasingly demanding a voice in corporate governance in some markets. Individual shareholders usually do not seek to exercise governance rights but may be highly concerned about obtaining fair treatment from controlling shareholders and management. Creditors play an important role in a number of governance systems and can serve as external monitors over corporate performance. Employees and other stakeholders play an important role in contributing to the long-term success and performance of the corporation, while governments establish the overall institutional and legal framework for corporate governance. The role of each of the se participants and their interactions vary widely among OECD countries and among non- OECD countries as well. These relationships are subject, in part, to law and regulation and, in part, to voluntary adaptation and, most importantly, to market forces. The degree to which corporations observe basic principles of good corporate governance is an increasingly important factor for investment decisions. Of particular relevance is the relation between corporate governance practices and the increasingly international character of investment. International flows of capital enable companies to access financing from a much larger pool of investors. If countries are to reap the full benefits of the global capital market, and if they are to attract long-term patient capital, corporate governance arrangements must be credible, well understood across borders and adhere to internationally accepted principles. Even if corporations do not rely primarily on foreign sources of capital, adherence to good corporate governance practices will help improve the confidence of domestic investors, reduce the cost of capital, underpin the good functioning of financial markets, and ultimately induce more stable sources of financing. There is no single model of good corporate governance. However, work carried out in both OECD and non-OECD countries and within the Organisation has identified some common elements that underlie good corporate governance. The Principles build on these common elements and are formulated to embrace the different models that exist. For example, they do not advocate any particular board structure and the term board as used in this document is meant to embrace the different national models of board structures found in OECD and non-OECD countries. In the typical two tier system, found in some countries, board as used in the Principles refers to the supervisory board while key executives refers to the management board. In systems where the unitary board is overseen by an internal auditors body, the principles applicable to the board are also, mutatis mutandis, applicable. The terms corporation and company are used interchangeably in the text. The Principles are non-binding and do not aim at detailed prescriptions for national legislation. Rather, they seek to identify objectives and suggest various means for achieving them. Their purpose is to serve as a reference point. They can be used by policy makers as they examine and develop the legal and regulatory frameworks for corporate governance that reflect their own economic, social, legal and cultural circumstances, and by market participants as they develop their own practices. The Principles are evolutionary in nature and should be reviewed in light of significant changes in circumstances. To remain competitive in a changing world, corporations must innovate and adapt their corporate governance practices so that they can meet new demands and grasp new opportunities. Similarly, governments have an important responsibility for shaping an effective regulatory framework that provides for sufficient flexibility to allow markets to function effectively and to respond to expectations of shareholders and other stakeholders. It is up to governments and market participants to decide how to apply these Principles in developing their own frameworks for corporate governance, taking into account the costs and benefits of regulation. The following document is divided into two parts. The Principles presented in the first part of the document cover the following areas: I) Ensuring the basis for an effective corporate governance framework; II) The rights of shareholders and key ownership functions; III) The equitable treatment of shareholders; IV) The role of stakeholders; V) Disclosure and transparency; and VI) The responsibilities of the board. Each of the sections is headed by a single Principle that appears in bold italics and is followed by a number of supporting sub-principles. In the second part of the document, the Principles are supplemented by annotations that contain commentary on the Principles and are intended to help readers understand their rationale. The annotations may also contain descriptions of dominant trends and offer alternative implementation methods and examples that may be useful in making the Principles operational. Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. Shareholders should have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations. Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. Ensuring the Basis for an Effective Corporate Governance Framework The corporate governance framework should promote transparent and efficient markets, be consistent with the rule of law and clearly articulate the division of responsibilities among different supervisory, regulatory and enforcement authorities. To ensure an effective corporate governance framework, it is necessary that an appropriate and effective legal, regulatory and institutional foundation is established upon which all market participants can rely in establishing their private contractual relations. This corporate governance framework typically comprises elements of legislation, regulation, selfregulatory arrangements, voluntary commitments and business practices that are the result of a countrys specific circumstances, history and tradition. The desirable mix between legislation, regulation, self-regulation, voluntary standards, etc. in this area will therefore vary from country to country. As new experiences accrue and business circumstances change, the content and structure of this framework might need to be adjusted. Countries seeking to implement the Principles should monitor their corporate governance framework, including regulatory and listing requirements and business practices, with the objective of maintaining and strengthening its contribution to market integrity and economic performance. As part of this, it is important to take into account the interactions and complementarity between different elements of the corporate governance framework and its overall ability to promote ethical, responsible and transparent corporate governance practices. Such analysis should be viewed as an important tool in the process of developing an effective corporate governance framework. To this end, effective and continuous consultation with the public is an essential element that is widely regarded as good practice. Moreover, in developing a corporate governance framework in each jurisdiction, national legislators and regulators should duly consider the need for, and the results from, effective international dialogue and cooperation. If these conditions are met, the governance system is more likely to avoid over-regulation, support the exercise of entrepreneurship and limit the risks of damaging conflicts of interest in both the private sector and in public institutions. The corporate governance framework should be developed with a view to its impact on overall economic performance, market integrity and the incentives it creates for market participants and the promotion of transparent and efficient markets. The corporate form of organisation of economic activity is a powerful force for growth. The regulatory and legal environment within which corporations operate is therefore of key importance to overall economic outcomes. Policy makers have a responsibility to put in place a framework that is flexible enough to meet the needs of corporations operating in widely different circumstances, facilitating their development of new opportunities to create value and to determine the most efficient deployment of resources. To achieve this goal, policy makers should remain focussed on ultimate economic outcomes and when considering policy options, they will need to undertake an analysis of the impact on key variables that affect the functioning of markets, such as incentive structures, the efficiency of self-regulatory systems and dealing with systemic conflicts of interest. Transparent and efficient markets serve to discipline market participants and to promote accountability. The legal and regulatory requirements that affect corporate governance practices in a jurisdiction should be consistent with the rule of law, transparent and enforceable. If new laws and regulations are needed, such as to deal with clear cases of market imperfections, they should be designed in a way that makes them possible to implement and enforce in an efficient and even handed manner covering all parties. Consultation by government and other regulatory authorities with corporations, their representative organisations and other stakeholders, is an effective way of doing this. Mechanisms should also be established for parties to protect their rights. In order to avoid over-regulation, unenforceable laws, and unintended consequences that may impede or distort business dynamics, policy measures should be designed with a view to their overall costs and benefits. Such assessments should take into account the need for effective enforcement, including the ability of authorities to deter dishonest behaviour and to impose effective sanctions for violations. Corporate governance objectives are also formulated in voluntary codes and standards that do not have the status of law or regulation. While such codes play an important role in improving corporate governance arrangements, they might leave shareholders and other stakeholders with uncertainty concerning their status and implementation. When codes and principles are used as a national standard or as an explicit substitute for legal or regulatory provisions, market credibility requires that their status in terms of coverage, implementation, compliance and sanctions is clearly specified. The division of responsibilities among different authorities in a jurisdiction should be clearly articulated and ensure that the public interest is served. Corporate governance requirements and practices are typically influenced by an array of legal domains, such as company law, securities regulation, accounting and auditing standards, insolvency law, contract law, labour law and tax law. Under these circumstances, there is a risk that the variety of legal influences may cause unintentional overlaps and even conflicts, which may frustrate the ability to pursue key corporate governance objectives. It is important that policy-makers are aware of this risk and take measures to limit it. Effective enforcement also requires that the allocation of responsibilities for supervision, implementation and enforcement among different authorities is clearly defined so that the competencies of complementary bodies and agencies are respected and used most effectively. Overlapping and perhaps contradictory regulations between national jurisdictions is also an issue that should be monitored so that no regulatory vacuum is allowed to develop (i.e. issues slipping through in which no authority has explicit responsibility) and to minimise the cost of compliance with multiple systems by corporations. When regulatory responsibilities or oversight are delegated to non-public bodies, it is desirable to explicitly assess why, and under what circumstances, such delegation is desirable. It is also essential that the governance structure of any such delegated institution be transparent and encompass the public interest. Supervisory, regulatory and enforcement authorities should have the authority, integrity and resources to fulfil their duties in a professional and objective manner. Moreover, their rulings should be timely, transparent and fully explained. Regulatory responsibilities should be vested with bodies that can pursue their functions without conflicts of interest and that are subject to judicial review. As the number of public companies, corporate events and the volume of disclosures increase, the resources of supervisory, regulatory and enforcement authorities may come under strain. As a result, in order to follow developments, they will have a significant demand for fully qualified staff to provide effective oversight and investigative capacity which will need to be appropriately funded. The ability to attract staff on competitive terms will enhance the quality and independence of supervision and enforcement. The Rights of Shareholders and Key Ownership Functions The corporate governance framework should protect and facilitate the exercise of shareholders rights. Equity investors have certain property rights. For example, an equity share in a publicly traded company can be bought, sold, or transferred. An equity share also entitles the investor to participate in the profits of the corporation, with liability limited to the amount of the investment. In addition, ownership of an equity share provides a right to information about the corporation and a right to influence the corporation, primarily by participation in general shareholder meetings and by voting. As a practical matter, however, the corporation cannot be managed by shareholder referendum. The shareholding body is made up of individuals and institutions whose interests, goals, investment horizons and capabilities vary. Moreover, the corporations management must be able to take business decisions rapidly. In light of these realities and the complexity of managing the corporations affairs in fast moving and ever changing markets, shareholders are not expected to assume responsibility fo r managing corporate activities. The responsibility for corporate strategy and operations is typically placed in the hands of the board and a management team that is selected, motivated and, when necessary, replaced by the board. Shareholders rights to influence the corporation centre on certain fundamental issues, such as the election of board members, or other means of influencing the composition of the board, amendments to the companys organic documents, approval of extraordinary transactions, and other basic issues as specified in company law and internal company statutes. This Section can be seen as a statement of the most basic rights of shareholders, which are recognised by law in virtually all OECD countries. Additional rights such as the approval or election of auditors, direct nomination of board members, the ability to pledge shares, the approval of distributions of profits, etc., can be found in various jurisdictions. Basic shareholder rights should include the right to: 1) secure methods of ownership registration; 2) convey or transfer shares; 3) obtain relevant and material information on the corporation on a timely and regular basis; 4) participate and vote in general shareholder meetings; 5) elect and remove members of the board; and 6) share in the profits of the corporation. Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: 1) amendments to the statutes, or articles of incorporation or similar governing documents of the company; 2) the authorisation of additional shares; and 3) extraordinary transactions, including the transfer of all or substantially all assets, that in effect result in the sale of the company. The ability of companies to form partnerships and related companies and to transfer operational assets, cash flow rights and other rights and obligations to them is important for business flexibility and for delegating accountability in complex organisations. It also allows a company to divest itself of operational assets and to become only a holding company. However, without appropriate checks and balances such possibilities may also be abused. Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings: Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. Shareholders should have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose esolutions, subject to reasonable limitations. In order to encourage shareholder participation in general meetings, some companies have improved the ability of shareholders to place items on the agenda by simplifying the process of filing amendments and resolutions.Improvements have also been made in order to make it easier for shareholders to submit questions in advance of the general meeting and to obtain replies from management and board members. Shareholders should also be able to ask questions relating to the external audit report. Companies are justified in assuring that abuses of such opportunities do not occur. It is reasonable, for example, to require that in order for shareholder resolutions to be placed on the agenda, they need to be supported by shareholders holding a specified market value or percentage of shares or voting rights. This threshold should be determined taking into account the degree of ownership concentration, in order to ensure that minority shareholders are not effectively prevented from putting any i tems on the agenda. Shareholder resolutions that are approved and fall within the competence of the shareholders meeting should be addressed by the board. Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. To elect the members of the board is a basic shareholder right. For the election process to be effective, shareholders should be able to participate in the nomination of board members and vote on individual nominees or on different lists of them. To this end, shareholders have access in a number of countries to the companys proxy materials which are sent to shareholders, although sometimes subject to conditions to prevent abuse. With respect to nomination of candidates, boards in many companies have established nomination committees to ensure proper compliance with established nomination procedures and to facilitate and coordinate the search for a balanced and qualified board. It is increasingly regarded as good practice in many countries for independent board members to have a key role on this committee. To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate. The Principles call for the disclosure of remuneration policy by the board. In particular, it is important for shareholders to know the specific link between remuneration and company performance when they assess the capability of the board and the qualities they should seek in nominees for the board. Although board and executive contracts are not an appropriate subject for approval by the general meeting of shareholders, there should be a means by which they can express their views. Several countries have introd Analysis of OECD Principles of Corporate Governance Analysis of OECD Principles of Corporate Governance Foreword The OECD Principles of Corporate Governance were endorsed by OECD Ministers in 1999 and have since become an international benchmark for policy makers, investors, corporations and other stakeholders worldwide. They have advanced the corporate governance agenda and provided specific guidance for legislative and regulatory initiatives in both OECD and non OECD countries. The Financial Stability Forum has designated the Principles as one of the 12 key standards for sound financial systems. The Principles also provide the basis for an extensive programme of cooperation between OECD and non-OECD countries and underpin the corporate governance component of World Bank/IMF Reports on the Observance of Standards and Codes (ROSC). The Principles have now been thoroughly reviewed to take account of recent developments and experiences in OECD member and non-member countries. Policy makers are now more aware of the contribution good corporate governance makes to financial market stability, invest ment and economic growth. Companies better understand how good corporate governance contributes to their competitiveness. Investors especially collective investment institutions and pension funds acting in a fiduciary capacity realise they have a role to play in ensuring good corporate governance practices, thereby underpinning the value of their investments. In todays economies, interest in corporate governance goes beyond that of shareholders in the performance of individual companies. As companies play a pivotal role in our economies and we rely increasingly on private sector institutions to manage personal savings and secure retirement incomes, good corporate governance is important to broad and growing segments of the population. The review of the Principles was undertaken by the OECD Steering Group on Corporate Governance under a mandate from OECD Ministers in 2002. The review was supported by a comprehensive survey of how member countries addressed the different corporate governance challenges they faced. It also drew on experiences in economies outside the OECD area where the OECD, in co-operation with the World Bank and other sponsors, organises Regional Corporate Governance Roundtables to support regional reform efforts. The review process benefited from contributions from many parties. Key international institutions participated and extensive consultations were held with the private sector, labour, civil society and representatives from non-OECD countries. The process also benefited greatly from the insights of internationally recognised experts who participated in two high level informal gatherings I convened. Finally, many constructive suggestions were received when a draft of the Principles was made available for public comment on the internet. The Principles are a living instrument offering non-binding standards and good practices as well as guidance on implementation, which can be adapted to the specific circumstances of individual countries and regions. The OECD offers a forum for ongoing dialogue and exchange of experiences among member and non-member countries. To stay abreast of constantly changing circumstances, the OECD will closely follow developments in corporate governance, identifying trends and seeking remedies to new challenges. These Revised Principles will further reinforce OECDs contribution and commitment to collective efforts to strengthen the fabric of corporate governance around the world in the years ahead. This work will not eradicate criminal activity, but such activity will be made more difficult as rules and regulations are adopted in accordance with the Principles. Importantly, our efforts will also help develop a culture of values for professional an d ethical behaviour on which well functioning markets depend. Trust and integrity play an essential role in economic life and for the sake of business and future prosperity we have to make sure that they are properly rewarded. OECD Principles of Corporate Governance The OECD Principles of Corporate Governance were originally developed in response to a call by the OECD Council Meeting at Ministerial level on 27-28 April 1998, to develop, in conjunction with national governments, other relevant international organisations and the private sector, a set of corporate governance standards and guidelines. Since the Principles were agreed in 1999, they have formed the basis for corporate governance initiatives in both OECD and non-OECD countries alike. Moreover, they have been adopted as one of the Twelve Key Standards for Sound Financial Systems by the Financial Stability Forum. Accordingly, they form the basis of the corporate governance component of the World Bank/IMF Reports on the Observance of Standards and Codes (ROSC). The OECD Council Meeting at Ministerial Level in 2002 agreed to survey developments in OECD countries and to assess the Principles in light of developments in corporate governance. This task was entrusted to the OECD Steering Group on Corporate Governance, which comprises representatives from OECD countries. In addition, the World Bank, the Bank for International Settlements (BIS) and the International Monetary Fund (IMF) were observers to the Group. For the assessment, the Steering Group also invited the Financial Stability Forum, the Basel Committee, and the International Organization of Securities Commissions (IOSCO) as ad hoc observers. In its review of the Principles, the Steering Group has undertaken comprehensive consultations and has prepared with the assistance of members the Survey of Developments in OECD Countries. The consultations have included experts from a large number of countries which have participated in the Regional Corporate Governance Roundtables that the OECD organises in Russia, Asia, South East Europe, Latin America and Eurasia with the support of the Global Corporate Governance Forum and others, and in co-operation with the World Bank and other non-OECD countries as well. Moreover, the Steering Group has consulted a wide range of interested parties such as the business sector, investors, professional groups at national and international levels, trade unions, civil society organisations and international standard setting bodies. A draft version of the Principles was put on the OECD website for public comment and resulted in a large number of responses. These have been made public on the OECD we b site. On the basis of the discussions in the Steering Group, the Survey and the comments received during the wide ranging consultations, it was concluded that the 1999 Principles should be revised to take into account new developments and concerns. It was agreed that the revision should be pursued with a view to maintaining a non-binding principles-based approach, which recognises the need to adapt implementation to varying legal economic and cultural circumstances. The revised Principles contained in this document thus build upon a wide range of experience not only in the OECD area but also in non-OECD countries. Preamble The Principles are intended to assist OECD and non-OECD governments in their efforts to evaluate and improve the legal, institutional and regulatory framework for corporate governance in their countries, and to provide guidance and suggestions for stock exchanges, investors, corporations, and other parties that have a role in the process of developing good corporate governance. The Principles focus on publicly traded companies, both financial and non-financial. However, to the extent they are deemed applicable, they might also be a useful tool to improve corporate governance in non-traded companies, for example, privately held and stateowned enterprises. The Principles represent a common basis that OECD member countries consider essential for the development of good governance practices. They are intended to be concise, understandable and accessible to the international community. They are not intended to substitute for government, semi-government or private sector initiatives to dev elop more detailed best practice in corporate governance. Increasingly, the OECD and its member governments have recognized the synergy between macroeconomic and structural policies in achieving fundamental policy goals. Corporate governance is one key element in improving economic efficiency and growth as well as enhancing investor confidence. Corporate governance involves a set of relationships between a companys management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined. Good corporate governance should provide proper incentives for the board and management to pursue objectives that are in the interests of the company and its shareholders and should facilitate effective monitoring. The presence of an effective corporate governance system, within an individual company and across an economy as a whole, helps to provide a degree of confidence that is necessary for the proper functioning of a market economy. As a result, the cost of capital is lower and firms are encouraged to use resources more efficiently, thereby underpinning growth. Corporate governance is only part of the larger economic context in which firms operate that includes, for example, macroeconomic policies and the degree of competition in product and factor markets. The corporate governance framework also depends on the legal, regulatory, and institutional environment. In addition, factors such as business ethics and corporate awareness of the environmental and societal interests of the communities in which a company operates can also have an impact on its reputation and its long-term success. While a multiplicity of factors affect the governance and decisionmaking processes of firms, and are important to their long-term success, the Principles focus on governance problems that result from the separation of ownership and control. However, this is not simply an issue of the relationship between shareholders and management, although that is indeed the central element. In some jurisdictions, governance issues also arise from the power of certain controlling shareholders over minority shareholders. In other countries, employees have important legal rights irrespective of their ownership rights. The Principles therefore have to be complementary to a broader approach to the operation of checks and balances. Some of the other issues relevant to a companys decision-making processes, such as environmental, anti-corruption or ethical concerns, are taken into account but are treated more explicitly in a number of other OECD instruments (including the Guidelines for Multinational Ente rprises and the Convention on Combating Bribery of Foreign Public Officials in International Transactions) and the instruments of other international organisations. Corporate governance is affected by the relationships among participants in the governance system. Controlling shareholders, which may be individuals, family holdings, bloc alliances, or other corporations acting through a holding company or cross shareholdings, can significantly influence corporate behaviour. As owners of equity, institutional investors are increasingly demanding a voice in corporate governance in some markets. Individual shareholders usually do not seek to exercise governance rights but may be highly concerned about obtaining fair treatment from controlling shareholders and management. Creditors play an important role in a number of governance systems and can serve as external monitors over corporate performance. Employees and other stakeholders play an important role in contributing to the long-term success and performance of the corporation, while governments establish the overall institutional and legal framework for corporate governance. The role of each of the se participants and their interactions vary widely among OECD countries and among non- OECD countries as well. These relationships are subject, in part, to law and regulation and, in part, to voluntary adaptation and, most importantly, to market forces. The degree to which corporations observe basic principles of good corporate governance is an increasingly important factor for investment decisions. Of particular relevance is the relation between corporate governance practices and the increasingly international character of investment. International flows of capital enable companies to access financing from a much larger pool of investors. If countries are to reap the full benefits of the global capital market, and if they are to attract long-term patient capital, corporate governance arrangements must be credible, well understood across borders and adhere to internationally accepted principles. Even if corporations do not rely primarily on foreign sources of capital, adherence to good corporate governance practices will help improve the confidence of domestic investors, reduce the cost of capital, underpin the good functioning of financial markets, and ultimately induce more stable sources of financing. There is no single model of good corporate governance. However, work carried out in both OECD and non-OECD countries and within the Organisation has identified some common elements that underlie good corporate governance. The Principles build on these common elements and are formulated to embrace the different models that exist. For example, they do not advocate any particular board structure and the term board as used in this document is meant to embrace the different national models of board structures found in OECD and non-OECD countries. In the typical two tier system, found in some countries, board as used in the Principles refers to the supervisory board while key executives refers to the management board. In systems where the unitary board is overseen by an internal auditors body, the principles applicable to the board are also, mutatis mutandis, applicable. The terms corporation and company are used interchangeably in the text. The Principles are non-binding and do not aim at detailed prescriptions for national legislation. Rather, they seek to identify objectives and suggest various means for achieving them. Their purpose is to serve as a reference point. They can be used by policy makers as they examine and develop the legal and regulatory frameworks for corporate governance that reflect their own economic, social, legal and cultural circumstances, and by market participants as they develop their own practices. The Principles are evolutionary in nature and should be reviewed in light of significant changes in circumstances. To remain competitive in a changing world, corporations must innovate and adapt their corporate governance practices so that they can meet new demands and grasp new opportunities. Similarly, governments have an important responsibility for shaping an effective regulatory framework that provides for sufficient flexibility to allow markets to function effectively and to respond to expectations of shareholders and other stakeholders. It is up to governments and market participants to decide how to apply these Principles in developing their own frameworks for corporate governance, taking into account the costs and benefits of regulation. The following document is divided into two parts. The Principles presented in the first part of the document cover the following areas: I) Ensuring the basis for an effective corporate governance framework; II) The rights of shareholders and key ownership functions; III) The equitable treatment of shareholders; IV) The role of stakeholders; V) Disclosure and transparency; and VI) The responsibilities of the board. Each of the sections is headed by a single Principle that appears in bold italics and is followed by a number of supporting sub-principles. In the second part of the document, the Principles are supplemented by annotations that contain commentary on the Principles and are intended to help readers understand their rationale. The annotations may also contain descriptions of dominant trends and offer alternative implementation methods and examples that may be useful in making the Principles operational. Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. Shareholders should have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations. Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. Ensuring the Basis for an Effective Corporate Governance Framework The corporate governance framework should promote transparent and efficient markets, be consistent with the rule of law and clearly articulate the division of responsibilities among different supervisory, regulatory and enforcement authorities. To ensure an effective corporate governance framework, it is necessary that an appropriate and effective legal, regulatory and institutional foundation is established upon which all market participants can rely in establishing their private contractual relations. This corporate governance framework typically comprises elements of legislation, regulation, selfregulatory arrangements, voluntary commitments and business practices that are the result of a countrys specific circumstances, history and tradition. The desirable mix between legislation, regulation, self-regulation, voluntary standards, etc. in this area will therefore vary from country to country. As new experiences accrue and business circumstances change, the content and structure of this framework might need to be adjusted. Countries seeking to implement the Principles should monitor their corporate governance framework, including regulatory and listing requirements and business practices, with the objective of maintaining and strengthening its contribution to market integrity and economic performance. As part of this, it is important to take into account the interactions and complementarity between different elements of the corporate governance framework and its overall ability to promote ethical, responsible and transparent corporate governance practices. Such analysis should be viewed as an important tool in the process of developing an effective corporate governance framework. To this end, effective and continuous consultation with the public is an essential element that is widely regarded as good practice. Moreover, in developing a corporate governance framework in each jurisdiction, national legislators and regulators should duly consider the need for, and the results from, effective international dialogue and cooperation. If these conditions are met, the governance system is more likely to avoid over-regulation, support the exercise of entrepreneurship and limit the risks of damaging conflicts of interest in both the private sector and in public institutions. The corporate governance framework should be developed with a view to its impact on overall economic performance, market integrity and the incentives it creates for market participants and the promotion of transparent and efficient markets. The corporate form of organisation of economic activity is a powerful force for growth. The regulatory and legal environment within which corporations operate is therefore of key importance to overall economic outcomes. Policy makers have a responsibility to put in place a framework that is flexible enough to meet the needs of corporations operating in widely different circumstances, facilitating their development of new opportunities to create value and to determine the most efficient deployment of resources. To achieve this goal, policy makers should remain focussed on ultimate economic outcomes and when considering policy options, they will need to undertake an analysis of the impact on key variables that affect the functioning of markets, such as incentive structures, the efficiency of self-regulatory systems and dealing with systemic conflicts of interest. Transparent and efficient markets serve to discipline market participants and to promote accountability. The legal and regulatory requirements that affect corporate governance practices in a jurisdiction should be consistent with the rule of law, transparent and enforceable. If new laws and regulations are needed, such as to deal with clear cases of market imperfections, they should be designed in a way that makes them possible to implement and enforce in an efficient and even handed manner covering all parties. Consultation by government and other regulatory authorities with corporations, their representative organisations and other stakeholders, is an effective way of doing this. Mechanisms should also be established for parties to protect their rights. In order to avoid over-regulation, unenforceable laws, and unintended consequences that may impede or distort business dynamics, policy measures should be designed with a view to their overall costs and benefits. Such assessments should take into account the need for effective enforcement, including the ability of authorities to deter dishonest behaviour and to impose effective sanctions for violations. Corporate governance objectives are also formulated in voluntary codes and standards that do not have the status of law or regulation. While such codes play an important role in improving corporate governance arrangements, they might leave shareholders and other stakeholders with uncertainty concerning their status and implementation. When codes and principles are used as a national standard or as an explicit substitute for legal or regulatory provisions, market credibility requires that their status in terms of coverage, implementation, compliance and sanctions is clearly specified. The division of responsibilities among different authorities in a jurisdiction should be clearly articulated and ensure that the public interest is served. Corporate governance requirements and practices are typically influenced by an array of legal domains, such as company law, securities regulation, accounting and auditing standards, insolvency law, contract law, labour law and tax law. Under these circumstances, there is a risk that the variety of legal influences may cause unintentional overlaps and even conflicts, which may frustrate the ability to pursue key corporate governance objectives. It is important that policy-makers are aware of this risk and take measures to limit it. Effective enforcement also requires that the allocation of responsibilities for supervision, implementation and enforcement among different authorities is clearly defined so that the competencies of complementary bodies and agencies are respected and used most effectively. Overlapping and perhaps contradictory regulations between national jurisdictions is also an issue that should be monitored so that no regulatory vacuum is allowed to develop (i.e. issues slipping through in which no authority has explicit responsibility) and to minimise the cost of compliance with multiple systems by corporations. When regulatory responsibilities or oversight are delegated to non-public bodies, it is desirable to explicitly assess why, and under what circumstances, such delegation is desirable. It is also essential that the governance structure of any such delegated institution be transparent and encompass the public interest. Supervisory, regulatory and enforcement authorities should have the authority, integrity and resources to fulfil their duties in a professional and objective manner. Moreover, their rulings should be timely, transparent and fully explained. Regulatory responsibilities should be vested with bodies that can pursue their functions without conflicts of interest and that are subject to judicial review. As the number of public companies, corporate events and the volume of disclosures increase, the resources of supervisory, regulatory and enforcement authorities may come under strain. As a result, in order to follow developments, they will have a significant demand for fully qualified staff to provide effective oversight and investigative capacity which will need to be appropriately funded. The ability to attract staff on competitive terms will enhance the quality and independence of supervision and enforcement. The Rights of Shareholders and Key Ownership Functions The corporate governance framework should protect and facilitate the exercise of shareholders rights. Equity investors have certain property rights. For example, an equity share in a publicly traded company can be bought, sold, or transferred. An equity share also entitles the investor to participate in the profits of the corporation, with liability limited to the amount of the investment. In addition, ownership of an equity share provides a right to information about the corporation and a right to influence the corporation, primarily by participation in general shareholder meetings and by voting. As a practical matter, however, the corporation cannot be managed by shareholder referendum. The shareholding body is made up of individuals and institutions whose interests, goals, investment horizons and capabilities vary. Moreover, the corporations management must be able to take business decisions rapidly. In light of these realities and the complexity of managing the corporations affairs in fast moving and ever changing markets, shareholders are not expected to assume responsibility fo r managing corporate activities. The responsibility for corporate strategy and operations is typically placed in the hands of the board and a management team that is selected, motivated and, when necessary, replaced by the board. Shareholders rights to influence the corporation centre on certain fundamental issues, such as the election of board members, or other means of influencing the composition of the board, amendments to the companys organic documents, approval of extraordinary transactions, and other basic issues as specified in company law and internal company statutes. This Section can be seen as a statement of the most basic rights of shareholders, which are recognised by law in virtually all OECD countries. Additional rights such as the approval or election of auditors, direct nomination of board members, the ability to pledge shares, the approval of distributions of profits, etc., can be found in various jurisdictions. Basic shareholder rights should include the right to: 1) secure methods of ownership registration; 2) convey or transfer shares; 3) obtain relevant and material information on the corporation on a timely and regular basis; 4) participate and vote in general shareholder meetings; 5) elect and remove members of the board; and 6) share in the profits of the corporation. Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: 1) amendments to the statutes, or articles of incorporation or similar governing documents of the company; 2) the authorisation of additional shares; and 3) extraordinary transactions, including the transfer of all or substantially all assets, that in effect result in the sale of the company. The ability of companies to form partnerships and related companies and to transfer operational assets, cash flow rights and other rights and obligations to them is important for business flexibility and for delegating accountability in complex organisations. It also allows a company to divest itself of operational assets and to become only a holding company. However, without appropriate checks and balances such possibilities may also be abused. Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings: Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. Shareholders should have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose esolutions, subject to reasonable limitations. In order to encourage shareholder participation in general meetings, some companies have improved the ability of shareholders to place items on the agenda by simplifying the process of filing amendments and resolutions.Improvements have also been made in order to make it easier for shareholders to submit questions in advance of the general meeting and to obtain replies from management and board members. Shareholders should also be able to ask questions relating to the external audit report. Companies are justified in assuring that abuses of such opportunities do not occur. It is reasonable, for example, to require that in order for shareholder resolutions to be placed on the agenda, they need to be supported by shareholders holding a specified market value or percentage of shares or voting rights. This threshold should be determined taking into account the degree of ownership concentration, in order to ensure that minority shareholders are not effectively prevented from putting any i tems on the agenda. Shareholder resolutions that are approved and fall within the competence of the shareholders meeting should be addressed by the board. Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. To elect the members of the board is a basic shareholder right. For the election process to be effective, shareholders should be able to participate in the nomination of board members and vote on individual nominees or on different lists of them. To this end, shareholders have access in a number of countries to the companys proxy materials which are sent to shareholders, although sometimes subject to conditions to prevent abuse. With respect to nomination of candidates, boards in many companies have established nomination committees to ensure proper compliance with established nomination procedures and to facilitate and coordinate the search for a balanced and qualified board. It is increasingly regarded as good practice in many countries for independent board members to have a key role on this committee. To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate. The Principles call for the disclosure of remuneration policy by the board. In particular, it is important for shareholders to know the specific link between remuneration and company performance when they assess the capability of the board and the qualities they should seek in nominees for the board. Although board and executive contracts are not an appropriate subject for approval by the general meeting of shareholders, there should be a means by which they can express their views. Several countries have introd

Contrasting American and European Horror Movies Essay -- Movie Film Es

Contrasting American and European Horror Movies A common complaint about many film critics is that they tend to fall over themselves in praising anything with subtitles, regardless of quality. For most critics it seems there is a simple equation in analyzing foreign pictures: subtitles=great moviemaking that is not exploitative. When the borderline hardcore French film Romance (1999) was released critics were effusive with their lauding of a film that deals (arguably) with sex in a realistic manner. Even respected guys like Roger Ebert confessed to "not really enjoy[ing] it, and yet I recommend it." Apparently Ebert was not aware of the fact the movie uses filmmaking techniques similar to hardcore porno (the editors cleverly cut away from scenes before the "money shot" can occur) and follows the trajectory of many pornographic films in which a nubile young lass goes from man to man in an effort to find orgasm. The same pattern also applies to foreign horror. Foreign horror is "moody" and "atmospheric" while American horror is "cheap" and "exploitative." What many fail to notice is that both foreign and American horror use many of the same images and devices. In the distinct universe that is the horror film both the higher end pictures (in this case the foreign horror movies) find themselves amongst the so-called exploitative low-end (American horror). Frequently in film analysis it is, as Joan Hawkins writes, "overlooked or repressed...to the degree to which high culture trades on the same images, tropes, and themes which characterize low culture." A fine example of the separation of foreign and American horror can be found in a comparison between Dario Argento's Suspiria and Sean S. Cunningham's Friday the 13th (1980)... ... equally gory and equally exploitative Suspiria is Friday the 13th's emphasis on physical violation. Suspiria also works toward creating fear through physical torment, but it is set in what could be best termed a "dream world," whereas Friday is set in a more realistic (to American audiences at any rate), non-dreamlike setting. Therefore the physical violation in Friday is made more urgent, it hits closer to home, than much of the surreal killing in Argento's piece. In watching Suspiria the audience is permitted to know that the filmmakers know that all they are doing is playing a head game, while in Friday the 13th the audience is stuck in their chairs watching killing after killing occur without benefit of a psychological explanation. There is a lack of what Williams terms "aesthetic distance...viewers feel too directly, too viscerally, manipulated by the text."

Compare and contrast the poet’s attitude to and appreciation of the natural world in at least two poems you have studied

The simple beauty of nature is an aspect many of us take for granted in our everyday lives – the endearing sounds of birds welcoming another day and the powerful gush of a waterfall being some examples of these. But there are those individuals who have endeavoured to fully comprehend the marvellous complexity of the world around us. Such findings are present in the work of many poets – namely Gerard Manley Hopkins (1844 – 1889) and Henry Wadsworth Longfellow (1808 – 1882). Hopkins and Longfellow were two contemporary poets from the nineteenth century from different cultures, English and American respectively who relished in the gift of nature with all her attributes. Both of their work is characterised by a deep and personal sense of appreciation of the beauty of the natural world – work that when studied makes us truly delight in the wonder that is nature. The two poems that I feel effectively communicate Hopkins' and Longfellows' ideas are respectively â€Å"Pied Beauty† and â€Å"Snowflakes†. Although they are similar in their content concerning their love for the natural world, the poems do differ in the way in which each poet relates his ideas. Hopkins' poem â€Å"Pied Beauty† is one of the most famous, characteristic and linguistically accessible pieces combining the elements of nature and religion. In it the poet praises the creator for the infinite range and scope within creation. His appreciation of the natural world ranges in scale from a rainbow trout to an entire landscape. Even from its title alone we know that this curtal sonnet is effectively a song of praise for all things ‘pied' that is bi-coloured, streaked or patched. The poem â€Å"Snowflakes† by Longfellow is also an expression of the poet's attitude to and appreciation of the natural world. In it Longfellow describes in minute detail the subtle beauty of a single snowflake and makes us more aware not only of snow, but of the other small things surrounding us, making us realise their importance. Both poems acknowledge existence and power of a creator. In â€Å"Pied Beauty† a song of praise is presented in the first line of the poem's triumphant, alliterative opening stanza, as â€Å"Glory be to God†¦Ã¢â‚¬  immediately places Hopkins' appreciation of the beauty of the natural world in a religious context. Also as the poem concludes with the exhortation â€Å"Praise him† it is clear that the piece is deliberately framed as a Christian hymn of thanksgiving for the infinite variety in nature. The opening line also introduces the poem's theme: â€Å"dappled things† and this is the first of many adjectives describing parti-coloured natural elements. â€Å"Snowflakes† on the other hand opens with an altogether more maternal aspect of nature although the acknowledgement of a powerful creator is still present: â€Å"Out of the bosom of the Air Out of the cloud-folds of her garments shaken† This personification of the female form creates a ‘Mother Earth' type figure that I feel Longfellow used to successfully communicate his love and understanding of all things natural to a wide audience as a mother figure is something most of us could relate to. In this particular instance it is this ‘Mother Earth' entity that produces and generates the countless millions of snowflakes. We can directly contrast this to Hopkins' â€Å"Pied Beauty† where a masculine creator is presumed and praised â€Å"Praise him.† Both poems perceive and praise a religious dimension to the beauty of the supernatural world. The religious theme in â€Å"Pied Beauty† is continued as appropriately the poet's eyes seem to gaze up at heaven as he appreciates the beauty of â€Å"skies of couple – colour† implying that the sky's beauty was the work of God. This image also lends a sweeping panoramic aspect to his poetic attention as I imagine the vast immeasurable skies above. Then foreshadowing a technique used later in the poem, Hopkins immediately narrows his broader focus down to refer to the streaked markings on one â€Å"brinded cow†. In â€Å"Snowflakes† this religious theme is expressed in describing the shape of the snowflake as â€Å"some divine expression† indicating a superior eternal contribution to the formation of the snowflakes. As we know the two poems are about beauty that is all around us, but I noticed that both poems focus on tiny and large natural entities. In â€Å"Pied Beauty† Hopkins comments on â€Å"rose-moles† on trout and â€Å"finches-wings†. It seems that no aspect or detail of nature is too tiny or insignificant to escape the poets' attention. But on the contrary he also refers to â€Å"skies† and â€Å"landscape† showing the range in which nature is present. In â€Å"Snowflakes† Longfellow is concentrating more on the actual snowflake rather than an overview of all things ‘beautiful'. Yet in contrast he also comments on the â€Å"woodland† and â€Å"harvest fields† in which the seemingly harmless snowflake had somehow devoured. Both poems also use alliteration to achieve their impact in places. In â€Å"Snowflakes† he describes the woodland as being â€Å"brown and bare† and the movement of the snow as â€Å"Silent, and soft, and slow†. This repeated initial consonant sound is used to set the scene that the poet is trying to convey. This is also present in â€Å"Pied Beauty† when the sky is described as being of â€Å"couple-colour† to convey the varying shades and tones present in the sky above. Also by describing the chestnuts as â€Å"Fresh-firecoal† the poet is helping us to envisage fully the sight of the dual coloured chestnuts falling from a tree. In â€Å"Pied Beauty† Hopkins uses a wide range of vocabulary to describe the many parti-coloured aspects of nature, † dappled, couple-colour, and freckled† being examples of these. But it is the use of the word â€Å"fickle† that I found rather striking, as one would normally use the word to refer to a person with mood swings almost like personality changes. But here it is used to emphasise the speed and acceptance of change in the landscape and environment. I also noticed that the opening of â€Å"Snowflakes† featured many examples of ‘O' assonance: â€Å"Out†¦bosom†¦cloud-folds†¦Over†¦woodlands brown†¦soft†¦slow and snow.† It is almost as if the poet is purposely repeatedly using words that contain the letter ‘O' (physically circular in shape) to bombard the page, reminding us of a multitude of snowflakes as they completely cover the ground. The poet continues to acknowledge the over – powering nature that the snow possesses in † Over the woodlands brown and bare, Over the harvest fields forsaken† The use of the word ‘forsaken' reiterates Longfellow's notion that the snow can capture anything in its path. As well as imagery the poet also used such poetic devices as onomatopoeia and sibilance to relate the descent of snow to the ground, â€Å"Silent and soft and slow† which I feel he does and to great affect. Even from the title of Hopkins' poem we know his focus is on the infinite variety of all ‘dappled things', uniting in the single, uniform reality of God's creating power. â€Å"Snowflakes† on the other hand focuses on the one phenomenon of snow, something that blankets over and makes uniform the entire and varied landscape. I also noticed that in â€Å"Pied Beauty† the subject of the poem is introduced in the first line â€Å"Glory be to God for dappled things†. This plainly states that the poem shall be a song of thanks to God for everything in nature of a ‘pied' quality. â€Å"Snowflakes† on the other hand describes a journey made by the subject and where it originated from rather than stating plainly what it is. The actual subject of snow is not explicitly mentioned until the end of the first stanza (although it may be argued that the title of the poem is an obvious indication of the subject matter). From reading the poems it is easy to notice the different attitudes of the narrators of the poems. The tone in â€Å"Pied Beauty† is one of joyous exuberance by use of language such as â€Å"Glory be† and â€Å"Praise†. On the contrary â€Å"Snowflakes† takes a more mellow, introspective almost restless approach in describing its subject â€Å"troubled heart† and â€Å"secret of despair† are some examples of this. Also in â€Å"Pied |Beauty† the poem is celebratory and is about beauty. â€Å"Snowflakes† on the other hand is simple and complex and is beauty. After studying both poems in depth I feel that through the work of Longfellow I now would see and appreciate the complexity in the simplicity of snowflakes. But overall I prefer the work of Hopkins. His exploitation of the verbal subtleties and music of English, of the use of alliteration, repetition and a highly compressed syntax were all in the interest of projecting deep personal experiences, including his sense of God's mystery, grandeur and mercy in â€Å"all things counter†. He called the energising prosodic element of his verse ‘sprung rhythm' in which each foot may consist of one stressed syllable instead of the regular number of syllables used in traditional rhythm. The result is a muscular verse, intense and vibrant that combines accuracy of observation, daring imagination, deep feeling and intellectual depth. All in all a wonderful piece that for me as of yet shall remain one of the most touching I have read.

Georgia Okeffee essays

Georgia Okeffee essays Georgia Totto O'Keeffe was born in the year on November 15, 1887. She was one of seven children. O'Keeffe's aunt was mostly responsible for raising her. O'Keeffe did not care much for her aunt though; she once referred to her as, "the headache of my life." She did, however, have some respect for her aunt's strict and self disciplined character. O'Keeffe was given her own room and less responsibility. The younger sisters had to do more chores and share close living conditions. A younger sister stated that O'Keeffe always wanted things her way, and if she didn't get them her way, "she'd raise the devil." It was found through family and friends that O'Keeffe was like this throughout much of her life. O'Keeffe began her training early with private art lessons at home. The foundation of her future as an artist was made. When O'Keeffe was in the eighth grade she asked a daughter of a farm employee what she was going to do when she grew up. The girl said she didn't know. O'Keeffe replied very definitely, "...I am going to be an artist!""I don't really know where I got my artist idea...I only know that by that time it was definitely settled in my mind." She entered the Sacred Heart Academy, an art school in Madison, Wisconsin, in 1901. At school she discovered her blooming talent for artwork. Her art seemed to be the only stable element in O'Keeffe's younger life. In 1902 her parents moved to Virginia and were joined by the children in 1903. By the age of 16, O'Keeffe had 5 years of private art lessons at various schools in Wisconsin and Virginia. One particular teacher, Elizabeth Willis, encouraged her to work at her own pace and granted her opportunities that the other students felt were unfair. At times she would work intensely, and at other times she would not work for days. When it was brought to the attention of the principal, she would reply..."When the spirit moves Georgia, she can do more in a day than you can d...

The Case of White River Health System †Alternatives of Management Essays

The Case of White River Health System – Alternatives of Management Essays The Case of White River Health System – Alternatives of Management Paper The Case of White River Health System – Alternatives of Management Paper Hospital management is faced by multitude of jigsaws that requires critical analysis, appropriate planning, accurate implementation, and adequate evaluation criteria. Such conditions are needed in order to ensure the stand of the hospital in various fields of importance. Healthcare depends on the managerial systems that interact with its subordinating members and wide scale contributing factors. Management of such firm is absolutely different from business proposals or legal confinements such that, hospitals deal with real life care management and critical health care supervision. However, the factors of business and legal protocols are also part of hospital founding, which interacts with essential qualifications that are required as well in hospital managing. Financial matters, relationship managements, and interaction with community itself are the fundamental requirements of hospital funding since, this firm ought to serve community itself hence, the data of funding needs to be assessed through this channels (Haux, Brigil Winter, 2004 p.12). In the course of the case study, the strategically reopening of the Eastern Ozarks Regional Health System (EORHS) under the management of Executive Officer, Gary Bebow, of White River Health System (WRHS) is elaborated and analyzed under principles of management.   There are a total of five alternative management approaches that are presented to Gary Bebow in aid of hospital management. The factors included in the case are scrutinized and categorized according to characteristics and functions. The main issue involves the opening of EORHS and its best placement in the society in order to function under maximum effectiveness in response to the people living in the community and nearby areas. Scope and Limitation The case shall revolve under the issue of EORHS opening under the leadership of Gary Bebow of WRHS together with the support systems and community citizens. We shall focus on detailed and objective approach in analyzing data and sequence of the problem. In the end of our case study, we shall determine five best possible management schemes for the reopening of the said hospital. As the goal for this paper is the achievement of the best possible managerial approach for the management of the reopened hospital through the use of critical analysis. The following objectives should be attained by the end of the paper: a.  Ã‚  Ã‚   To be able to present, define and evaluate five alternatives or strategies of management for the opening of EORHS hospital under WRHS b.  Ã‚  Ã‚   To be able to provide analysis and justifications for the strengths and weaknesses including the political and economic issues involved in these alternatives proposed c.  Ã‚  Ã‚   To be able to present one final recommended alternative accompanied by short-term and long-term financial impact on WRHS The whole course of study shall move under assessments of data gathered and planning phases only; since, implementation and evaluation are to be done after an organized actual proceedings. Note as well that the whole problem analysis and interpretations shall only revolve under these objectives and goal imposed. Moreover, the case shall provide hypothetical alternatives supported by basis from the case itself. II. Assessment Essentially, the initial phase of the case discussion is the assessment of data gathered and cues involved. It is important to determine this data in order to formulate the appropriate planning of the sets of alternatives. Data cues that have been gathered are sorted according to their categories, namely support systems, community needs, financial database, and patient projections (Geisler, Krabbendam Schuring, 2003 p.157). Various categories involve the appropriate information that serves as the basis of presented alternatives.