In the late 1990s, board reforms started to flourish because of scandals of well-known corporations and takeover-activities. The increasing competition, the firm performance and the shareholder protection as well as many other factors called for changes. However, studies provide evidence of the inefficiency of board reforms considering the board’s multiple functions such as strategy setting, management monitoring, crisis management and regulatory compliance. Furthermore, reforms make mistakes such as short-term rebuilding confidence of investors or calming down shareholders’ anger to next elections. So, reforms are rumoured to have one-size-fits-all consequences that tend to trace instead of causing changes in boards and are caused due to market forces and regulations. The consequences of board reforms are obvious: (1) new rules were implemented in large listed industrialized jurisdictions, but also in small and non-listed companies in emergingmarkets with the consequence of being an inflexible ‘costly one-size-fits-all product’, (2) too detailed regulatory implications result in trade-offs and (3) interest groups started to avoid reforms that would significantly endanger their private benefits.
He has been Antioquia Province’s Finance Secretary, Antioquia Acting Governor, Proexport Foreign Investment Director in Canada, and Board of Directors member at various State entities. Leader in significant credit business transactions, debt restructuring, mergers and acquisitions, assets sales and attraction of foreign investment to Colombia.
We have audited the annual financial statements of Gjensidige NOR Forsikring as of 31 December 2002, showing a loss of NOK 264.5 mil- lion for the parent company and a loss NOK 264.5 million for the group. We have also audited the information in the directors' report concerning the financial statements, the going concern assumption, and the proposal for the coverage of the loss. The financial statements comprise the balance sheet, the statements of income and cash flows, the accompanying notes and the group accounts. These financial statements are the responsibility of the Board of Directors and the President & CEO. Our responsibility is to express an opinion on these financial statements and on other information according to the requirements of the Norwegian Act on Auditing and Auditors.
Pedro Álvaro de Brito Gomes Doutel is a Board member of Martifer SGPS, SA since 2008. Between 2006 and 2008 he worked as an Advisor of the Board of Directors of Martifer SGPS, SA. Previously, he held the positions of Senior Auditor at the Bank Division of Arthur Andersen & Co., SC (1993-1996), has a Subdirector of the Department of Corporate Finance of BNP Paribas (1996-2000) and Director of the Department of Corporate Finance at EFISA Bank (2000-2006). He has a degree in Management and Business Administration completed at the Portuguese Catholic University (Lisbon). He is the direct holder of 2,230 shares of Martifer.
in The Boston Globe (January 6, 2007): "Despite his failure to increase the value of Home Depot’s stock, chief executive o¢cer Robert Nardelli left the company this week with a $210 million farewell package, the result of an agreement he negotiated with the board of directors in 2000. Across America, a culture of collusion between board members and prospective CEOs in‡ates executive pay and needs to be checked by greater shareholder involvement." Those "collusive" directors (some of them referred to as the "Bernie’s Boys" for Worldcom) vote in favor of the CEO’s propositions and allow her to get among others things generous bonuses, severance packages and golden retirement pensions. In many of those cases of "bad governance," one of the main issues was an explicit or implicit collusion between Directors of the Board and the CEO.
Presently, the Company has 10 directors that consist of 4 executive directors, representing 40.0 per cent of all directors; 2 non-executive directors, representing 20.0 per cent of all directors; and 4 independent directors, representing 40.0 per cent of all directors. In such a way, it complies with the minimum requirement of the regulations of the Securities and Exchange Commission, Thailand (SEC) and the Stock Exchange of Thailand (SET). In addition, the Board has appointed sub-committees; 1) The audit committee comprised of 3 independent directors, has the duration for position for each 2 years (names as mentioned under çManagement Structureé) and 2) The Management Committee comprised of 6 executive directors (names as mentioned under çManagement Structureé), in order to handle specific tasks and propose to the Board of Directors for consideration and acknowledgement. Each sub-committee has its rights and duties prescribed in the scope and responsibilities of each. The Company has segregation of roles, duties and responsibilities between the Board and top executives clearly. The Board has their duties for setting the Companyûs policies and monitoring implementation by top executives in policy level, while top executives have their duties regarding the management in compliance with the Companyûs policies. Therefore, the Chairman of the Board is not the same person as the Chief Executive Officer, and has the scope of duties clearly to prevent one of directors to have unlimited power. Both positions must be selected by the Board of Directors for the most appropriate persons.
Mr. Payne joined the ManpowerGroup board of directors in 2007 and is a member of the Audit Committee. In his current role as president and managing member of Addison-Clifton, LLC, a leader in providing global trade compliance advisory services, Payne helps companies find solutions for the increasingly complex challenges facing global importers, exporters and supply-chain service providers. From 1998-2002 he was a partner in the Milwaukee office of the law firm Foley & Lardner, where he served as chair of the firm's International Business Team where he represented global and domestic companies in cross-border transactions. Prior to that he served as Managing Partner of the firm's Milwaukee office. Payne holds a doctorate degree in law and a bachelor's degree in business administration from Marquette University. He also serves on the boards of Northwestern Mutual, Wisconsin Energy Corporation and Badger Meter, Inc.
Our responsibility is to express an opinion on the financial statements and the Report of the Board of Directors based on our audit. The Auditing Act requires that we comply with the principles of professional ethics. We per- formed this audit in accordance with good au- diting practice in Finland. Good auditing prac- tices require us to plan and perform the audit in order to obtain reasonable certainty as to whether the financial statements or Report of the Board of Directors contain any mate- rial misstatements and whether the mem- bers of the Supervisory Board and the Board of Directors or the CEO are guilty of an act or of negligence that may make the compa- ny liable for damages or whether they have violated the Limited Liability Companies Act, the Insurance Companies Act or the articles of association.
Tara is currently one of the Best & Brightest Interns serving as Assistant City Managers in local governments around the state. In addition to her role in the City Manager’s office, Tara also serves the City of Trinidad as the Chairman of the Corazon de Trinidad Creative District, she heads up Trinidad’s Main Street Program and is in charge of the City’s Certified Local Government and Urban Renewal Authority activities. Tara is also the Director of the Colorado Welcome Center in Trinidad and works closely with the Colorado Tourism Office. She is facilitating over $2.5 million in grant funding and is the City’s liaison to many community groups throughout the Southern Colorado region. She recently served two years as the President of the Board of Directors of the Trinidad and Las Animas County Chamber of Commerce and spent the past three years on the Board of the Southern Colorado Repertory Theatre. Tara is one of the newest members of the Downtown Colorado Inc. Board and believes strongly in DCI’s role in supporting small rural communities such as Trinidad. Tara will finish her Master’s Degree from CU Denver this year in Public Policy and Local Government.
The Board of Directors also confirmed that it will propose to the Shareholders’ Meeting to approve the payment of a total dividend of € 1.13 gross per share, of which € 0.93 was already paid in December 2013. The Annual Financial Report is available on Governance Statement and the Remuneration Report. The latter will be submitted for approval of shareholders at the Shareholders’ meeting of May, 14 th 2014.
After some consideration, the Board of Directors decided not to establish a special Audit Committee, but rather to ad- dress these issues in the Board as a whole. In line with this, the Board of Directors regularly reviewed the financial position of the Company and the Group during the year. The forms for the purchasing and choice of auditing services for the coming four-year period were thus defined by the Board of Directors. Ongoing purchases, however, were delegated to the Chairman, who conducted purchasing together with the CFO with contin- uous reporting to the Board of Directors.
The Board of Directors is made up of 14 members, who in accordance with industry practice do not exercise an executive function within the Bank. Notwith standing this, some of them do exercise managerial duties within the Group, or did so in the past.
The Board shall establish the overall policies for the Corporation, monitor and evaluate the Corporation's strategic direction, and retain plenary power for those functions not specifically delegated by it to its Committees or to management. Accordingly, in addition to the duties of directors of a Canadian corporation as prescribed by applicable laws, the Board shall supervise the management of the business and affairs of the
Typical Committee Functions
1. Provide transparency of process and recommendations. 2. Study and evaluate existing programs of the LSC.
3. Create and develop new programs for the LSC or for recommendation to another committee, to the division head, Board of Directors.
On 3 November 2006, Fiat S.p.A.’s Board of Directors approved an eight-year plan consisting of 20 million stock options, authorised by Shareholders on 5 April 2007, which grants certain Group managers and the Chief Executive Officer of Fiat S.p.A. the right to acquire a determined number of Fiat S.p.A. ordinary shares at the price of €13.37 per share. More specifically, 10,000,000 options were granted to employees and 5,000,000 options were granted to Mr. Marchionne, to be vested over 4 years with one-quarter of the total being vested each year, subject to the achievement of profitability targets for the reference period. Options which vested for those years in which the profitability targets were achieved will be exercisable from the date of the approval of the 2010 financial statements. The remaining 5,000,000 options granted to the Chief Executive Officer of Fiat S.p.A. also have a vesting period of four years with a quarter of the number vesting each year and may be exercised from November 2010. In addition, the ability to exercise the options is additionally subject to specific restrictions regarding the duration of the employment relationship or the continuation of the position held. The Board exercised its powers under Article 2443 of the Civil Code to issue new shares, in service of these incentive plans, to employees of the Company and/or its subsidiaries up to 1% of share capital or a maximum of €50,000,000 (fifty million euros) in the form of 10,000,000 (ten million) ordinary shares having a par value of €5.00 (five euros) each, representing 0.78% of total share capital or 0.92% of ordinary share capital, at a price of €13.37 each. Execution of the capital increase is subject to the conditions of the Plan being satisfied.
positive at the levels of 1% and 5%. Our findings suggest that outside directors sitting on the board enhance the value relevance of risk disclosure. Their interactions impact positively risk disclosure informativeness about future earnings for one year ahead. There is no evidence of such impact for t+2 and t+3 periods. Accordingly, a high number of non-executive directors provides investors with assurance over annual report narratives. They are believed to be more influential in terms of the board decision making and particularly in enhancing the quality of corporate voluntary disclosure. Risk reporting is considered hence as a credible source of information for investors to predict future earnings growth. These findings highlight that risk disclosure informativeness is somehow the outcome of the recent corporate governance reforms within the region despite the soft approaches to their enforcement. Our sample firms seem to comply with the existing codes which have been focusing on the promotion of a majority of non-executive directors’ structure in boards. This had favorable implications on the performance of boards and their willingness to issue informative risk disclosures voluntarily. It is noteworthy that our results are consistent with Wang and Hussainey (2013). They showed that higher proportions of non-executive directors are more likely to disclose relevant information related to future earnings, suggesting that greater financial reporting expertise exists on such boards.
Fr. Christopher Smith has served as a priest of the Roman Catholic Diocese of Orange for over 31 years. He holds a Masters in Divinity from St. John’s Seminary and a Masters in Religious Education from Fordham University. He has served in a number of capacities in the diocese, including Parochial Vicar, Director of the Office for Religious Education, Vicar for Religious Education, and 15 years as Pastor of St. Joseph Church in Santa Ana. He is a member of the Board of Directors of St. John’s Seminary, the Advisory Board of the Sisters of St. Joseph Education Network, the Advisory Board of the Vatican II Institute, the Board of Directors of Taller San Jose and is the Coordinator of Mission Education for Concern America. He is also the Chairperson of the Editorial Council of The Orange County Catholic. He currently serves as Episcopal Vicar for Priests and Director of the Ministry to Priests Office in the Diocese of Orange.
New Wave Dermatology multi-day conference will take place in Orlando, Florida at the Waldorf Astoria. The New Wave conference is unlike any other, offering a boutique experience that fosters interactions and builds relationships between industry, attendees, expert faculty, and the FSDPA’s Board of Directors. The attendance at New Wave Dermatology is capped at 225 so as to offer the boutique and intimate experience our attendees, faculty, and industry partners have grown to love. The FSDPA is a professional 501(c)(3) not-for-profit organization representing Physician Assistants (PAs) who specialize in dermatology and has the largest membership of any state PA specialty group, exceeding over 600 members. Our primary goal and mission is to promote superior, cutting-edge education and training of physician assistants specializing in dermatology and to foster the dermatologist – physician assistant team. This is key since the utilization and employment of PAs in dermatology is rapidly increasing.
or loss of directorships. Most current studies have explored directors’ career outcomes from the perspective of ex post settling up (Fama and Jensen 1983; Fama 1980), which holds that directors will be rewarded or penalized by market actors. Despite these insights, we know little about whether diligent monitoring is valued by nonmarket actors or not. This study provides a more comprehensive list of evaluators both in the market and nonmarket environments. Adopting signalling theory, this study explores how diligent monitoring is evaluated by stakeholders within the market environment (i.e. the focal firm and other listed firms) and in the nonmarket environment (i.e. the government). My empirical results reveal that directors’ dissent has a negative impact on the re-appointment of current directorship but a positive effect on new board seats in a three-year time window. However, for those politically connected independent directors, I use an exogenous policy regulation that required politically connected independent directors to resign their current directorship by the end of 2013. By using a propensity score matching method comparing those politically connected independent directors with at least one dissent (i.e. the treatment group) and those without any dissents (i.e. the control group), my results reveal that those dissenting politically connected independent directors are more likely to stay in the directorship market, indicating that their diligent monitoring in the form of dissents enhances their legitimacy in the eyes of the government and buffers them from unwanted government pressure.