Coperate Gorvernance Essay Example for Free

Coperate Gorvernance Essay Executive summary: Cadbury Report (1992) stated that â€Å"corporate governance is the process by which companies and directed and controlled† (cited in Tricker, 2009). In other words, it helps the corporate entities increase the value provided to the organisation’s various stakeholders. Therefore, appropriate corporate governance plays a very important role in development of organisations. This  review will define corporate governance and some of its concepts (through the paper). Following, the review will give a Memorandum or a general introduction about Nufarm, which is a publicly listed company and then consider the structure, process and effectiveness of its governance. Besides, the paper will mention about areas such as the composition and responsibilities of the Nufarm Board of Directors, and disclose policies, codes of conduct adopted by the company, which are relevant to the company’s governance scopes. Finally, from information and analyses, there are some recommendations for the Nufarm to achieve appropriate improvements. For example, the company’s governance should recognise and adhere to all relevant laws and regulations and meets high standards with respect to honesty and integrity. In addition, the company should have open and effective communications with its shareholders and the general investment community. Furthermore, the company should have effective methods to review drivers of governance, etc. Table of contents Contents I.Introduction3 II.What is corporate governance?3 III.General introduction about Nufarm, information of the company (Memorandum)3 IV.The Structure, process and effectiveness of the Nufarm’s governance4 The Scope of the company’s Corporate Governance influences the company’s codes:7 V.Recommendations8 VI.References10 I. Introduction Recently, the appearance of high-profile corporate failures, scandals and executive corruption arises the requirement for organisations to follow appropriate corporate governance structures, processes standards and practices. The aim of this paper is to investigate the structure, process and  effectiveness of the governance of Nufarm, a publicly listed company and give recommendations for it to achieve appropriate improvements. II. What is corporate governance? Cadbury report (1992) and OECD (1999) defined that ‘corporate governance is the process by which company are directed and controlled’.  Monks Minow (2001) suggested that ‘corporate governance is the relationship among various participants in determining the direction and performance of corporations. The primary participants are the shareholders, the management and the board of directors’. OECD (2001) supposed that ‘corporate governance refers to the private and public institutions, including laws, regulations and accepted business practices, which together govern the relationship, in a market economy, between corporate managers and entrepreneurs, on the one hand, and those who invest resources in corporations, on the other III. General introduction about Nufarm, information of the company (Memorandum) Nufarm Limited is a publicly listed company, one of the world’s leading crop protection companies (Nufarm’s website, 2012). The company manufactures products to help farmers protect their crops against damage caused by weeds, pests and disease. Its manufacturing and marketing spread throughout Australia, New Zealand, Asia, The Americas and Europe and sells products in more than 100 countries around the world. According to the Nufarm’s website (2012), the company employs more than 2,600 people around the places having its manufacturing and marketing operations, all of whom make a vital contribution to the companys reputation for quality products, innovation and first class marketing and technical support. Proudly based in Australia, Nufarm is listed on the Australian Stock Exchange (with symbol NUF). Its head office is located at Laverton in Melbourne, Australia. Table1: the information contained in the company details table (ASX website, 2012) IV. The Structure, process and effectiveness of the Nufarm’s governance The company’s board structure contains Chairman (Donald Gordon McGauchie), Managing Director/CEO (Doug Rathbone), and five Non Executive Directors who are Anne Bernadette Brennan, Gordon Richard Davis, Bruce Goodfellow, Gary Hounsell, Peter Margin (Nufarm’s website, 2012). According to the company’s website (2012), the Board is the governing body of the Company. The Board is responsible for the oversight of the Company. It is responsible to ensure that the business of the Company is carried out in the best interests of all shareholders and with proper regard to the interests of all other stakeholders. Specifically, the Board has responsibility to protect and enhance the value of the assets of the Company, set strategies and directions and monitor and review those strategic objectives, review and ratify internal controls, codes of conduct and legal compliance, review the Company’s accounts, approve and review the one year operating budget and five year strategic plan for the Company, appoint the Managing Director, evaluate performance and determine the remuneration of the Managing Director and senior executives, ensure the significant risks facing the Company have been identified and adequate control monitoring and reporting mechanisms are in place, approve transactions relating to acquisitions, divestments and capital expenditure above authority limits delegated to management, approve financial and dividend policy, appoint the Company Secretary, ratify the appointment of the Chief Financial Officer (Nufarm’s website, 2012). The managing Director is delegated to be responsible for the day-to-day leadership and management of the Company. To assist the Board to discharge its responsibilities and duties, the Board has delegated to the Managing Director specific authorities which are subject to appropriate reporting and monitoring procedures. For example: * Shareholder values / corporate strategy: the Managing Director formulates and brings to the Board for review and approval, an appropriate long term strategy for the Nufarm Group  and appropriate financial standards and policies. The strategy is reviewed by the Board at its annual strategic planning review and any changes in financial standards are reviewed by the Audit Committee. * Organisation Planning: the Managing Director formulates an appropriate human resources policy which is reviewed by the Board annually. * Capital Allocation: The Managing Director approves capital expenditure within limits set by the Board. All approvals made by the Managing Director are reported and reviewed at every Board Meeting. * Company Financial Performance: the Managing Director reports to the Board at each Board Meeting on the financial results of the Company. * Compliance: The Managing Director is responsible for ensuring compliance with all relevant legislation. In brief, the Board has delegated to the Managing Director all powers required to manage the business of the Company and the Managing Director reports on a monthly basis on all material matters affecting the Nufarm Group to the Board. Besides, The Board has three committees: the Audit Committee, the Nomination Committee and the Remuneration Committee. These Board Committees review and analyse policies and strategies within their specific terms of reference. The Board Committees examine proposals and, where appropriate, make recommendations to the Board. The Board Committees do not take direct action or make decisions on behalf of the Board unless specifically mandated by prior Board authority (Nufarm’s website). The Nomination Committee consists of three non-executive Directors and is comprised of a majority of independent Directors. The Committee’s purpose is to develop criteria for Board membership and identify specific individuals for nomination; and establish processes for the review of the performance of individual Directors and the Board as a whole. The duties of this committee is facilitating a Board performance assessment, develop criteria for Board membership, identify suitably skilled, qualified and experienced individuals for nomination and to establish processes for the review of the performance of Directors. According to Tricker (2012, p.283), ‘the essential and original role of the audit committee is to act as a bridge between the independent external auditors and the board, avoiding the possibility of powerful executive directors’ and over the years the role and responsibilities of the committee have expanded. Nufarm company’s Audit Committee’s primary function is to assist the Board in fulfilling its corporate governance responsibilities in regard to financial reporting, audit and risk management, including: oversight of the preparation of Nufarm Limited’s (the Group) financial reporting; compliance with legal and regulatory obligations; oversight of the effectiveness of the Group’s enterprise-wide risk management and internal control framework; and oversight of the relationship with the external and internal auditors. The specific duties and responsibilities of the company’s audit committee in meeting will be: report Committee actions to the Board with such recommendations as the Committee may deem appropriate (e.g. The Committee will report to the Board immediately if it becomes aware of any material misstatement in financial information provided by management to the Board or of any material breakdown in internal controls), continuously monitor a framework and processes for compliance with laws, regulations, standards, best practice guidelines and the Group’s code of conduct, maintain suitable interaction with the Health Safety Environment Committee and the Nomination Governance Committee, perform such other functions assigned by law, the Companys Constitution, or the Board. The Remuneration Committee’s purpose is to recommend to the Board policies and practices which enable Nufarm to attract, develop, retain and motivate high caliber Directors and executives. The Committee will review and make recommendations on policies for remuneration, development, retention and termination of Directors and Key Management Personnel (KMP). The Committee’s duties are to review and make recommendations to the Board in relation to Nufarm’s Board and executive remuneration strategy, structure and practice with regard to: Nufarm strategic objectives; corporate governance principles; and competitive practice. The specific matters the Committee may consider include the review of: executive management and Directors’  remuneration, including the link between Company and individual performance; current industry best practice; the outcome of the annual vote on the adoption of the Remuneration Report; different methods for remunerating senior management and Directors including superannuation arrangements; 2/4 existing or proposed incentive schemes; retirement and termination benefits and payments for senior management; professional indemnity and liability insurance policies. The Committee is responsible for seeking and approving remuneration advisers that will provide independent remuneration advice, as appropriate, on Board, CEO and other KMP remuneration strategy, structure practice and disclosure. However, according to the company website (2012), the Committee does not have executive powers to commit the Board or management to its recommendations except where authorised by a resolution of the Board nor become involved in day to day management activities or decision making. The Scope of the company’s Corporate Governance influences the company’s codes: According to Tricker (2012), the structure, the membership and the process of the governing body are central to corporate governance. However, the relations with shareholders, contractual stakeholders, legal institutions, etc also influence the structure and operation of Nufarm’s corporate governance. Therefore, the company’s corporate governance refers to the private and public institutions, including laws, regulations and public institutions, which together govern the relationship between corporate managers and entrepreneurs, on the one hand, and those who invest resources in corporations on the other (Tricker, 2012). For example, the company’s code of conduct is governed by and contrasted in accordance with the laws in the State of Victoria, Australia. Besides, Nufarm has ensured to be compliance with the ASX Listing Rules, and ensured that Key Management Personnel and their associates are aware of the legal restrictions in dealing in Nufarm’s shares, options or other securities while such a person is in possession of unpublished price sensitive information concerning Nufarm. V. Recommendations There are some recommendations in order for Nufarm to make appropriate  improvements for its corporate governance are: Firstly, Nufarm should conduct its business in a manner which recognises and adheres to all relevant laws and regulations and meets high standards with respect to honesty and integrity. In order to meet this commitment, we require all Nufarm directors, employees, contractors and consultants to be familiar with and uphold the company’s code of conduct in all business dealings. Besides, according to Tricker (2012), the Board, which determines whether the company’s governance is good, is the major driving force in a company. However, there are other drivers of good governance in the company such as shareholders. Therefore, the company should have open and effective communications with its shareholders and the general investment community. For example, with shareholders, the company should adopt a shareholder communications policy in order to: * Ensure that shareholders and the financial markets are provided with full and timely information about its activities; * Comply with continuous disclosure obligations contained in applicable Listing Rules and the Corporations Act in Australia as well as industry guidelines such as the Australasian Investor Relations Associations’, Best Practice Guidelines for Communication between Listed Entities and the Investment Community; and Ensure equality of access to briefings, presentations and meetings for shareholders, analysts and media. * Encourage attendance and voting at shareholder meetings; The company’s Remuneration Committee should review induction and development arrangements for the Board to ensure Board members gain and maintain a suitable level of knowledge about Nufarm. Audit Committee should usually review and make recommendations to the Board on the Nufarm Diversity Policy ensuring the Policy is in line with applicable legislation and governance principles. Self-assess whether the Committees comply with its membership requirements at least once every year. Critically review the Remuneration Committee Charter at least once per year to ensure its relevance and compliance with overall governance legislative requirements and best practice. VI. References Monks, B., Nell, M. 2007, Corporate Governance, 4th edn, Chichester, UK:Wiley. Tricker, B. 2009, Corporate Governance: Principles, Policies, and Practices, Oxford University Press. Nufarm website 2012, http://www.nufarm.com/Home, viewed 15 July, 2012. ASX website 2012, Nufarm Limited (NUF), http://www.asx.com.au/asx/research/companyInfo.do?by=asxCodeasxCode=NUF, viewed 15 July, 2012.

Sartre and the Rationalization of Human Sexuality Essay -- Philosophy

Sartre and the Rationalization of Human Sexuality ABSTRACT: Sartre rationalizes sexuality much like Plato. Rationalization here refers to the way Sartre tries to facilitate explanation by changing the terms of the discussion from sexual to nonsexual concepts. As a philosophy which, above all, highlights those features of human existence which seem most resistant to explanation, one would expect existentialism to highlight sexuality as a category that is crucial for considering human existence. Descartes comes immediately to mind when one focuses on Sartre's major categories. In Sartre's case however, it is not mind and matter but consciousness and its opposite: "nothingness" and "being." This irreducible dualism is the key to the trouble human beings have with existence. Humans try to deal with the tensions implied by this dualism by trying to pretend people are not subjects but objects. Sartre calls this "bad faith." He begins by attempting to take human sexuality seriously as a fundamental category, but ends by abandoning the effo rt in favor of other substitutes. Akin to Plato in his rationalization of sexuality is Jean-Paul Sartre. Sartre is probably the end of existentialist philosophy in two senses: in the first place in the sense of extending existentialist premises as far as they can be taken, and in the second place in the sense of serving as the canonical example of existentialist thought. Since existentialism is the philosophy above all other philosophies which takes seriously the concrete existence of a human in all of its facticity, anxiety, temporality, and fleshliness, and will place this existence before all decisions about essence, it would seem that above all others we can expect from Sartre a philosop... ...y important in sexuality. This is "bad faith" in reverse, the treating of objectivities as though subjective. On the other hand, the For-itself is too much bound or confined to abstract categories. Is sexuality really a dialectic of subject and object? It is this, but is it only this? These broad categories cover all cosmic relationships. Sex disappears into an abstraction. Wherein lies the distinguishing difference of sexuality and what difference does this make? These considerations are nowhere in Sartre. This is Sartre's sexuality, a bloodless and a passionless dance of the categories. Notes (1) Translated and with an introduction by Hazel E. Barnes and published by Philosophical Library, New York, 1956. Page numbers placed in parentheses in the text refer to this edition. (2) Sartre illustrates "bad faith" with a sexual illustration. See pages 55-56.

The Movie Patriot A Piece Of History Film Studies Essay

The first thing I would state about the film is that about everyone watches the film. Peoples watch all types of film including action films, escapade films, comedy films, and many other classs, but when it comes to the history films, people do non believe if the narrative of the history film is a genuinely based on our existent history or it is merely filled with clump of fiction. Peoples normally guestimate that every history film is a portion of a existent history but the world is that about every individual history film contains at least small spot of fiction in it to do it great narrative and to maintain the audience ‘s attending. Traveling on to the chief point, to turn out it incorrect that non every history film is genuinely a portion of the existent history, I watched the film called the Patriot and in this paper I will compare the narrative of the Patriot with existent history to calculate out if the film contains a true narrative of history or is merely a filled with fiction. Let me get down my giving brief sum-up of the film Patriot. This film is about Benjamin Martin who was male parent of seven kids and he declines an offer to contend for the Continental ground forces. However, as shortly the conflict land reaches his front pace and accordingly plenty his 15 old ages old boy named Thomas is killed by Colonel Tavington who was the chief opposition. In consequence of this, Benjamin joins the ground forces and creates his private ground forces of shred ticket husbandmans and farmworkers. His ground forces ‘s chief end was to maintain General Cornwallis in the province of South Carolina by strategically cutting down his supply and ground forces. Their advancement were effectual nevertheless, subsequently in the narrative Martin ‘s another boy named Gabriel became victim to the same colonel that killed his oldest boy Thomas. This causes a last conflict in the film between Martin and Tavington. And at the terminal of this conflict, Martin kills T avington which besides helps led the Continental ground forces to triumph. ( prezi.com ) In the film, during the scene of the last conflict it shows that soldiers were keeping up the several American flags but in world, the huge bulk of the flags used by the Continental ground forces represented where their reserves is from. Another scene in which Benjamin is giving a shop clerk a money in which you can see that he is giving five dollar note with Abraham Lincoln on it and this can non be true because this film took topographic point more than eighty old ages before he was elected as a president. Besides that during the clip of American Revolution work forces normally saluted by taking their chapeau off and take downing their chapeau to the side, so they would set it back on. While in the film, Gabriel merely salutes by seting his manus on his chapeau. In the film all the Continental soldiers seem to hold same outfits and the British are firing down a church which is full of people. While in the world everyone in the Continental ground forces had really different vesture and there has ne'er been found a historical record which showed that British burned the church. ( prezi.com ) In the film there are many factual mistakes. For illustration, in the beginning of the narrative, during the town hall meeting Burwell was stating that we killed 700 of enemy at the Bunker Hill and they were merely kept coming, but in world they killed 226 of them. Besides harmonizing to the book Down and Out in Early America, it was highly impossible in the 1776 that a southern plantation proprietor could easy run a successful plantation which run by free work forces who worked by rewards. It would be about impossible to compare this plantation proprietor which person who used slaved as the work force. Besides that Benjamin Martin seems to be a rules adult male in the film but in world he killed Indians merely for merriment and was known for knaping his slaves. Therefore, I would state that all of these things did non look or they changed it merely to do Benjamin Martin good character in the film respect less of world. In one scene Benjamin Martin shoots a British troop who was on t he traveling Equus caballus utilizing a firelock gun at the scope of about 100 paces. It clearly seems bogus because slug from pulverization gun would non go this much of distance besides that going of this much distance and hitting traveling mark would be really hard with modern guns. ( sbroome ) In the film, Lord Cornwallis is portrayed as really old adult male, which is wrong because during the clip frame of this film in 1780, General Charles Lord Cornwallis was in his mid-fortiess. To be more descriptive, based on my research I found that Cornwallis was born in London on December 31, 1738 and harmonizing to that twelvemonth he would be six old ages younger than George Washington. Traveling to the following point, in the scene where auntie Charlotte takes in the kids after their household place was burned and destroyed, her hair was down. My point is that during the clip frame of the film, adult females merely wore hair down merely during illness or bedtime. Women ever pinned up their hair during the twenty-four hours and eventide, while they were out in the universe therefore, I would state that they this is clear fiction. ( About.com ) In the conflict scene where Benjamin is watching through the farmhouse ‘ window and we can see that Redcoats bayonet charge the Rebels. The soldiers ran across several hundred paces of unfastened land while Redcoat ground forces was good trained ground forces. During that clip military personnels were really of import therefore it was non good thought that parts of the military personnels would merely running about across the battleground. In world, they would hold charged Bayonets and travel towards the enemy. When they are about 50 paces away they would hold marched rapidly and decelerate sufficiency to stay a line. This would treat would do possible to hold control over way in the instance where needed to alter or to call off the order. And when the military personnels reach really near so military personnels could prosecute the enemy. ( sbroome ) In another scene in which Gabriel returns to the Martin plantation with blade lesion from Battle of the Waxhaws, he said that Gates ordered them to process heterosexual at the lobsterbacks. In world, Gates was non present nor the commanding officer at the conflict of Waxhaws. Furthermore, they were processing off when the British attacked. ( sbroome ) In this film, I would state that they tried to flim-flam us, when the British housebreaking to the Charlotte ‘s plantation, Tavington was seeking for the kid that was concealing under the tabular array and when Tavington looks beneath the tabular array to look into if anyone is concealing under or non and at the same clip, Nathan moved out from the underneath the tabular array on the right side and Tavington did non see him. The tablecloth on the table bents several inches from the floor so when Tavington tried to look child under the tabular array he should hold seen the Nathan from the spread that was between the tabular array fabric and floor but he did non saw the kid. Based on this point, it is clear that in this film they tried to flim-flam audience. ( sbroome ) The concluding conflict in the film is the conflict of Cowpens and it seems really large conflict while in world, merely 12 American died and was largely cavalry matter and it was all over in less than an hr. During this conflict there was scene in which cannon ball comes from enemy side and it rolls on the land and cuts the leg off of a figure of soldiers in its way, in which we can clearly see that one of the soldier ‘s leg falls apart good before the ball even touch his leg. Besides in this conflict Tavington and Martin seems contending where Martin foremost attack Tavington with a indicating tool on the terminal of the musket. And he besides attacks into Tavington ‘s pharynx right after first onslaught and we can see that Tavington was falling on the land but in the following onslaught we can see him still standing. The last scene was really confounding so it was difficult to do sense. ( sbroome ) During the American Revolution British were the Masterss of the sea. But in the film they had played with natural Torahs. During the scene of party where we can see that British ship was blown up in the seaport. But the Torahs of natural philosophies describe that behind each action there is an equal and the opposite reaction. When the ship was targeted and destroyed we see the large detonation with fire distributing all over the ship. However, although there was detonation on the ship, ship remains in its original place in the H2O therefore, it did non moved side to side or drop in the H2O it is impossible because based on natural philosophies jurisprudence ship should hold been moved or sunk in the H2O. As we can find that some of the scenes were non accurate hence, there is no drouth that narrative of this film would include fiction. ( Marts.com ) I besides figured geographical mistake in the film, in the scene in which Benjamin and his two of the younger boies were running and go throughing through the forests to disrupt the British who captured their older brother. They seem leaping and concealing around the stones to acquire in place. While in South Carolina it was ne'er glaciated in the portion of the country where this narrative took topographic point. In another scene where Tavington is looking for Martin ‘s kids at the Charlotte ‘s plantation, Susan seem to look out the window covered with Venetian blind. The Venetian blinds was non invented until the 1800s or approximately 100 twelvemonth after the timeframe of the film. To be more descriptive, the recorded innovation of blinds is holds by adult male from Chile named Hernando de Venuto and it was invented on May 20, 1857. ( sbroome ) About every knows that slaves did non like white people during the clip of revolution or any clip during the bondage hence, in the one scene after their place was destroyed, Benjamin Martin direct his household and his friend ‘s household to a slave settlement and they were welcomed at that place and had small jubilation at that place in the consequence of arriving of Benjamin Martin ‘s household. My point is that they should non hold been welcomed to their settlement because during that clip there were really few slaves settlements existed and ointments did non liked the white people. ( chccs.k12.nc.us ) In decision, I would state that even though the film Patriot include many fictional narrative in it but the manager of this film did many of the turn in the existent history to do it look more interesting to audiences and do narrative retrieve. This film besides gives audiences at least small spot of experiencing about American Revolution war. Although I found many mistakes in the film it contains really of import portion of our history and by watching this film, people can larn more about our history and seek to retrieve it as our yesteryear.

Sexism In Oedipus The King - 1395 Words

Sophocles’ Theban tragedy, Oedipus the King, is not sexist. The prominent play portrays both men and women justly. The events presented by Sophocles exemplifies a level of admiration and respect for women that was not ordinary in ancient Greece. This is predominantly achieved through the dialogue of Jocasta and Oedipus, illustrating a corresponding relationship. In addition, the behavior of Jocasta, analysis of other literature, as well as the bad fortune of the male characters reaffirm that the Oedipus the King is not sexist. In the play, the interactions between Jocasta and Oedipus depicts an egalitarian relationship. Throughout the play, Jocasta avoids many societal customs with her tendency to assert herself in the affairs of men.†¦show more content†¦In addition, during this period female babies were much more likely to be abandoned at birth. Contrary to this, Oedipus was abandoned as an infant by Jocasta. In addition to the love that Oedipus has for the women in his life, in a monumental scene at the end of the play Oedipus cries out to his daughters and blindly embraces them. In this scene, Oedipus helplessly wails about the hardships that his daughters will soon face without once mentioning the fate of his two sons. Moreover, during this time men were known for having extramarital affairs by fulfilling their sexual desires while women were expected to remain faithful. In the play, there are no mentions of another lover of Oedipus. Additionally, it was not normal for men to socialize with their wives. Despite this being the norm, Oedipus finds comfort in talking to Jocasta. Oedipus confides in Jocasta, showing vulnerability towards a woman. Pietro Pucci states in his book Oedipus and the Fabrication of the Father, â€Å"Oedipus tells Jocasta how he was shaken by the rumor that he was illegitimate and how he secretly ran to Delphi to seek Apollo’s reassurance that he was the legitimate child of his parents, Polybus and Merope† (16). Scenes from the play reaffirm that Oedipus is humbled by the presence of Jocasta. Oedipus state, â€Å"I’ll tell you everything I fear. No one has more right than you do, to know the risks to which I’m now exposed† (Sophocles 898-890). Even after Oedipus finds JocastaShow MoreRelatedTheme Of Irony In Oedipus The King827 Words   |  4 PagesThe presence of irony in â€Å"Myth† by Muriel Rukeyser, â€Å"My Oedipus Complex† by Frank O’Connor, and â€Å"Oedipus the King† by Sophocles link these three literary pieces together. However, each of the works utilize different forms of irony in different levels to specifically present their message. 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