Evaluation of a groups work Essay

I will be evaluating two groups’ still images, on the subject of fame. The first group I have chosen is Matt, Sally, Elena and Naomi’s group. I liked there still images as I thought they used a good range of levels and had good spatial awareness. For their first still image they had a celebrity in the centre, two people trying to reach over and get autographs, and another person on the floor on her knees, taking pictures of the celebrity. I think this was a good image as it showed the after fame pictures. I liked the fact that Elena playing the celebrity, was in the centre and was the one standing up right, as two people were leant over, trying to get autographs, and the other person was on the floor taking a picture. This showed levels and status, it showed that she was the centre of attention, and the person getting all the attention, whilst the others were at a lower status and have a much lower status in society. We can tell this as they are at lower levels than the person in the middle. The second image displayed good spatial awareness, as each individual thing that was represented had its own space, and it was very clear and easy to see what the meaning of it was. It represented a lifestyle of sex, drugs and fame. In one corner there was two people hugging, in the centre there was a person laying on the floor, and to the other side and slightly to the back was a person reading a newspaper story, of the things going on around her. I think the people were positioned carefully and the levels were also varied. However I think this still image could have been improved slighty, by bringing the person reading the story forwards, so that what she is reading is going on behind her. This would make it clearer that she is reading these things about sex and drugs. The second group I have chosen is Lucy, Laura, Beth and Bens’ group. I liked their still images, as they were both a negative one and a positive one. Their first still image their was one person in the middle, surrounded by paparazzi. This also shows status, as all the paparazzi were bent over at different levels trying to get a picture, it shows that the person in the middle has the most attention, and has the highest status. However the person doesn’t want to be photographed, and is trying to turn away from the cameras. This is an after fame still image, and in my opinion shows that the celebrity, is maybe not ready for fame and is very new in this society. The second still image shows a pro fame image. There is 4 girls in a row striking a pose, it seems like this is a photo from just before they become famous. These two images show contrast, as the first image shows someone who is in the lime light but maybe is not to keen to be, and the second image is the complete opposite with a girl band posing for the camera lapping up all the limelight and absorbing their first few seconds of fame, thinking that they are going to get all the fame and glory.

Literary Criticism of Atonement from Psychological Trauma View

In seventeen century, â€Å"† was a Greek word which means â€Å"wound†. Later, Sigmund Freud in the late nineteenth and early twentieth centuries used it to describe a kind of mental damage that occurs as a result of distressing and disturbing events or experiences. When a person is facing such highly stressful events analyzing and coping with it is not an easy process. In this paper we consider the topic of psychological trauma in Atonement by Ian McEwan, defining first of all the concept and then studying its processes of formation and effects on the main character, Briony Tallis. According to Pearlman and Saakvitne, psychological trauma is an event which is a special experience of a person that needs to be confronted. As a matter of fact, â€Å"The individual's ability to integrate his/her emotional experience is overwhelmed, or the individual's experiences (subjectively) a threat to life, bodily integrity, or sanity† (p.60). Also, Jon Allen, a psychologist, in his A Guide to Self-Understanding (1995) said that: â€Å"It is the subjective experience of the objective events that constitutes the trauma†¦The more you believe you are endangered, the more traumatized you will be. [†¦] Psychologically, the bottom line of trauma is overwhelming emotion and a feeling of utter helplessness. There may or may not be bodily injury, but psychological trauma is coupled with physiological upheaval that plays a leading role in the long-range effects† (p.14). Psychologists categorized trauma into two groups: physical trauma based on serious physical damages or shocks to the body from war, physical injury, sexual abuse, illness, torture, rape, and genocide; emotional or psychological trauma is based on the inability to recover the full mental capacities of an individual, either in his personal or social life or any emotional shock or injury that cause a sentimental damage to spirit health. It can range from depression, anxiety, different kinds of phobias to post traumatic stress disorder. Therefore, trauma is among those things that happen in everyday life which a person can experience by itself or witness of serious injuries, violence even death, putting the individual into a terrible situation followed by fear, helplessness or horror. In fact, trauma is not the event itself but the effect that has on the person like, Brioney's belief about the event that happen in fountain. Atonement is a metafiction novel written by Ian Russell McEwan in 2001. Its events occurred in three different periods of time: firstly, in 1935 in England at Tallis family's building, secondly during World War II in England and France, thirdly nowadays in England. The story tells about a huge mistake that an upper-class girl committed as a teenager that led to destroy lives. This thirteen years' girl had a big imagination as a young writer. As an adult she always wanted to confess that event but this process did not happen until she completed her novel as an aged author, at last, in England. That mistake influenced on her life and also her style of writing until her novel ended with a kind of imaginary situation that gave her a chance to make up for her mistake. Ian McEwan was born in 1948 in England. His father was an alcohol addict and had spousal abuse toward his mother and the most interesting things about his life, is that Ian's mother suffered from vascular dementia, the same disease that Brioney Tallis – the heroine of Atonement – also suffered from. To start with the novel â€Å"Atonement†, events began with a kind of misunderstanding that occurred for Brioney. Her sister, Cecilia, came to fountain while Robbie, their servant's boy, was watching her almost bare body. Her sister looks ashamed and wear her clothes in front of him. Brioney was in her puberty age and didn't know about sexual relationship as well, so she thought that if he is watching Cecilia in that situation, there must be something wrong about his behavior. She could not cope with this event and her mind was busy with it during that day. On the other hand, somewhere Brioney was telling her memory about his love experience to her friend. We could realize that she loved Robbie as a child while she did not know about sexual relationship and her love was pure. She threw herself into a deep river to see Robbie's reaction and measure his feeling toward herself. It is almost clear that she was jealous of Cecilia and when she understands that Robbie tends to her sister, this makes her idea stronger about Robbie and his sexual problem. Brioney was under a pressure of event in the fountain which another event happened. Robbie gives Brioney a letter to render her sister which was containing sexual words about Cecilia's body. She reads that letter without permission before give it to her sister and it causes to be sure about her belief. She could not cope with it and talks about it with her cousin, Lola, they found Robbie as a sex maniac and decides to protect Cecilia against him. At night, Brioney saw Cecilia and Robbie in the library in the middle of their sexual affair that made a great shock for her. She thought that they committed a huge mistake that she never could realize it so her behavior against Robbie changed, became aggressive, and started to hate him. During dinner the family realized that the twin cousins are gone so all of them went to the woods to find them. In the woods, Brioney saw a rape against Lola under a flashlight in her hands. For the second time she experienced a huge shock in one night and these stressful and disturbing chain of events made her nervous and caused that she connected all of her experiences with each other without thinking and saw Robbie as a sex offender. It was obvious that Brioney did not experience a rape and were just a witness but this subject caused a great fear and shock for a teenager in her age of puberty so she could not have recognized and distinguished true situations. This psychological trauma was a reason which she could not able to think carefully about what she saw and her mind automatically omitted a part of her observation. She professed that Robbie was the person who act that rape and caused his detection. By continuing the novel, it become clear that as Brioney grows up, her mind is busy about past events and doubt her witness. She becomes a nurse during the war to reduces her sense of sin and when suddenly see a news about the engagement between Lola and Paul Marshal, who came to their house with her brother in the year that those events happened, her mind becomes active and she tries to remember the exact things which occurred those days. At last, after passing about five years from her fearful experience, she could recall her memories in peaceful situation and remembers the face of person who act rape, it was Paul Marshal. She wants to make up her mistake and withdraw her testimony but it was too late for Robbie and Cecilia because both died in the war so she uses her talent in writing a novel as a means of confessing. Brioney experienced a psychological trauma during her young ages of her life that made an irreparable mental damages for her whole life. Therefore by seeing the effects of psychological trauma in the all aspect of main character's life, can be concluded that trauma can puts serious effects on individual's mental and physical health that accompanies an individual for his/her entire life.Citation:McEwan, Ian. Atonement. Random House, 2005.Ellam, Julie. Ian McEwan's Atonement. Bloomsbury Publishing, 2009.Pitt, Daniela. The representation of trauma in Ian McEwan's novels† Atonement† and† Saturday†. Diss. 2010.†What Is Psychological Trauma?† Sidran.org, www.sidran.org/resources/for-survivors-and-loved-ones/what-is-psychological-trauma/. â€Å"what is trauma?† https://us.sagepub.com/sites/default/files/upm-binaries/11559_Chapter_1.pdf†Emotional and Psychological Trauma.† Emotional and Psychological Trauma: Healing from Trauma and Moving On, www.helpguide.org/articles/ptsd-trauma/coping-with-emotional-and-psychological-trauma.htm.

Describing people Assignment Example | Topics and Well Written Essays - 1000 words

Describing people - Assignment Example Be sure to describe for each one their physical appearance, demeanor and positive or negative image. The New Wife: Marc’s new wife Alice is described as dark-skinned and plump, an earthy blue eyed blond, fragile with wavy hair. She is over-indulgent and exuberant, pleased and happy with her husband and his caring attitude. She is naturally curious about her husband’s ex-wife and asks him about the reasons for the breakup, as anyone would naturally want to know. She is positive but nevertheless curious to know what the ex-wife found lacking in Marc. The Ex-Wife: Marc’s ex-wife is described as the woman in white, with dark smooth, lustrous hair and blue eyes. She appears to be a sophisticate and is hard to please, as Marc has told Alice. Alice might have found her superior for a while but can rest content in the knowledge that she is the one with Marc now, while his ex-wife dines alone. 2. Write an essay describing which of the following statements you think best d escribes the character of Alice, the second wife. Provide the number of your choice and briefly defend it. Use at least one example from the selection to support your ideas: 1. She is a thoughtful person beginning to question the wisdom of her decision. 2. She is a shallow person easily swayed by the opinions of others. 3. She is a happily married person exhibiting natural curiosity. 4. Other - Describe Alice in your own words and then defend your statement. In my opinion, (3) Alice is a happily married person exhibiting natural curiosity. She is quite respectful of her husband and a part of the story has her looking him over and wondering what made his first wife leave him†¦ â€Å"She was looking with furtive attention at her husband's face, with its good color and regular shape, at his thick hair with its occasional thread of white silk, at his small, well-cared-for hands. She felt dubious for the first time, and asked herself: "What more did she want, then?" (Colette, 1) an d â€Å"She showed overwhelming gratitude to her husband. She was immodest without knowing it and her entire person revealed over-conspicuous signs of extreme happiness.†(Colette,1). It is human nature to be curious about her spouse’s ex-wife and why they divorced and following her husband’s explanation, this makes Alice wonder why the ex-wife- ‘the woman in white’ -was so hard to please. Nevertheless, Alice would have been pleased to see that she was dining alone, as it would validate her husband’s statement. 3. List three experiences that Sasaki relates in her anecdote. After each experience, describe her reactions to the experience. Then, describe the point you think Sasaki is trying to make by relating this anecdote. One experience that Sasaki relates in ‘Another Writer’s Beginnings’ is that her sister was not as overly concerned with outward appearances as she was. In contrast, Sasaki considered herself an ugly specim en of humanity right from the very beginning. She measures her beauty according to her suitability to being a Mousketeer at age five, while her sister who is three years older than her was realistic enough to know that it is hard for a Japanese to look like a Mouseketeer anyway (Sasaki,1). Secondly, Sasaki is hugely disappointed by her school picture taken at 5 years old and even her mother who was normally a positivist let out a sigh of disdain after viewing the picture. Even she could not find any words of encouragement (Sasaki, 1). Thirdly, at times Sasaki even wished that she could be like her friend Marilyn who was cute and looked as good as Shirley Temple in pictures. She thought at least that would comfort her parents and spare them the embarrassment of having such an

Social Media Channels and Websites Essay Example | Topics and Well Written Essays - 1000 words

Social Media Channels and Websites - Essay Example In recent summers, Netflix increased their prices without taking on board the customer’s preferences and their consent and took that decision on unilateral basis. The customers of Netflix recorded their protest on the Social Media Channels and actively showed their anger against such move of Netflix. Blockbuster, the competitor of Netflix was as if in search of this kind of opportunity to prove its presence in the market and actively started off offering its discounted services on the pages of those Social Media Channels. This move of Blockbuster substantially snatched a larger customer base of Netflix and increased its market share. So in this age, where Social Media Channels can play such role of defining new market trends, the companies also need to take very good care of their strategies and their potential impacts upon their customers. Topic 4 With the invent of new health applications in the mobile phones devices especially in the smartphones, the chances of a new market to come in front for the mobile phone manufacturers have become quite bright. These new developments both in the healthcare sector as well as in the smartphones industry can redefine the smartphones markets in the next three years. The biggest motivation that these smartphones manufacturers have obtained is the clearance provided by Food and Drug Administration (FDA). FDA has allowed these companies to provide some of the healthcare applications in the smartphones which include blood-pressure detector, CT scan, MRI and other disease detection and monitoring applications. Currently, FDA is taking fair amount of time in making new rules and regulations for the use of these healthcare applications in samrtphones as well as for their manufacturers. The analysts forecast that around 30% of the smartphone users would be utilizing these healthcare applications by the end of 2015. With these bright outlooks of these new inventions, there are some limitations and challenges that the smartph ones manufacturers might have to face which may affect the future strategies of those companies. There are uncertainties such as the nature of the regulations as how would they impact upon the companies’ strategies, how much time would FDA take to formulate those regulations etc. As long as these new regulations are not promulgated, the smartphones manufacturers will have to adopt the policy of wait and see for the commercial production of those new healthcare application based smartphones. Till that time, they have to undertake more extensive researches to produce better healthcare applications which are compatible as well as consistent and accurate in terms of their use. Topic 5 The eHealth programs have shown some real beneficial prospects with the computerization of the health activities. The emergence of computerization in health industry has played a key role in developing the care delivery process. This new eHealth programs in the province has got some ethical as well as social issues which have also been highlighted by the concerned authorities. While implanting this system, the most common ethical issues involve the security and privacy of the patients’ data as it is the moral responsibility of health ministry to

E-commerce of on Supply Chain and Logistics Essay

E-commerce of on Supply Chain and Logistics - Essay Example According to Berger, a study conducted by Momentum Research Group found that US organizations involved in internet business solutions realized cumulative cost savings of US $ 155 billion in a three year period starting in 1998. Johnson and Whang stated that the key aspect of supply chain management has been management of information flow, with the transfer of information between companies their suppliers and customers through internet the importance of information management has created an effective supply chain. E-business is defined as a "marriage between the internet and supply chain integration." This marriage has led to transformation of many processes within a supply chain from procurement to product design and customer management. Various forms of e-business applications can be categorized into e-commerce, e-procurement and e-collaboration (2002). According to Berger "e-commerce can be defined as the conduct of business communication and transactions over networks and through computers or as the buying and selling of goods and services, and the transfer of funds, through digital communications. It can include all inter-company and intra-company functions (such as marketing, finance, manufacturing, selling and negotiation) that enable commerce." E-commerce communicates through e-mail, EDI, file transfer, facsimile, videoconferencing, workflow or interaction with remote computer. E- commerce has also associated with portals, e-marketplaces, e-auctions or virtual inventory. E-commerce impacts upon the three major factors of supply chain namely Physical, Financial and Informational flows. Impact of E-Commerce According to Berger e-commerce essentially gives the companies an access to markets and customers without moving the products and inventory physically, thus the physical movements can be avoided and product information made available through internet. With e-commerce solutions and information access being made available '24x7x365', product tracking and tracing information are made simple thus eliminating traditional paper based approach. Hence information flow also gets affected by e-commerce. Similarly financial flows too get affected by faster payments and settlement at every stage of the supply chain by e-commerce solutions. On further analysis it is observed that e-commerce impacts on supply chain for five principle reasons, which are as follows: 1. Major companies cannot afford to sit silent for underperformance, thus "the performance gap can no longer be hidden." 2. The Y2K problem compelled most of the companies to implement newer technologies and software. The e-commerce revolution has lead to the adoption of ERP systems, which manage operations not only internally but also with customers and suppliers. But some companies are in the initial stages of implementation of above steps and thus are unable to enjoy the benefits of these investments. 3. Last few years has seen an unprecedented investment by technology companies leading to "an acceleration of development of new software technology to support supply chain management." 4. Change of supply chain is a tough task and thus most of the companies have been avoiding some areas of supply chain. "The supply chain is one of the last major areas of business benefit." 5. The development of internet technologies have made world smaller and supply

The Role of the United Nations in Conflict Management During the Cold Research Proposal

The Role of the United Nations in Conflict Management During the Cold War Era - Research Proposal Example As the war progressed, it became reorganized and other countries joined resulting in a military that was made up of seventy million personnel who were drawn from different warring countries. Stevenson (2004) noted that this war was referred to as the first deadliest war in history and it resulted in the death of 9 million people. The second major World War to have occurred in the World’s history is the Second World War that took place between the periods of 1939 to 1945, and it involved two opposing alliances namely the Axis and the Allies, which comprised of over thirty different countries. This Second World War ended with the highest number of fatalities who were placed in the range of fifty to eighty-five million people and it was caused by more or less the same factors that also caused the Second World War. McMahon wrote that after the Second World War, there was great tension primarily between the Soviet Union and the United States, which lasted between the periods of 1947 to 1991. This war was characterized by high levels of tension between the two conflicting sides and there was also mutual suspicion among the two enemies. According to Friedman, the United States, and the Soviet Union, which at that time were regarded as the World’s superpowers were engaged in the Cold War mainly because of economic and political difference between the two countries, as the US was pro-democracy while the Soviet Union was pro-communism. This present research study will focus on the Cold War, which is referred to as â€Å"cold† because of the fact that there were no incidences of large-scale fighting. In particular, this research study will seek to investigate the role that the United Nations played in managing the conflict that was associated with the Cold War considering that it was simply formed after the Second World War on 24th October 1945 to foster international co-operation.

Swallowing Essay Example | Topics and Well Written Essays - 1500 words

Swallowing - Essay Example It is anticipated that this review will contribute to the self-learning of the author, as well as extending on insights and understandings of dsyphagia within the literature at this present time. The trigeminal nerve is the largest of the cranial nerves. It is very important in swallowing due to its afferent control of general sensation to the face, teeth, gum, muscles of mastication and the anterior two thirds of the tongue (Miller, 2006). Its efferent control is of the muscles for mastication. Innervating the tensor velar palatine, the trigeminal is partly responsible for the flattening and tensing of the soft palate. Innervations of the extrinsic laryngeal muscle results in the nerve's support for the upward and anterior movements of larynx. The facial nerve's main function is its motor portion; although, its afferent portion is involved in taste sensation from the anterior two thirds of the tongue (Miller, 2006). It provides motor innervations to the sublingual and submaxillary salivary glands. More specifically, it is involved in swallowing by regulating the lip sphincter and the buccal muscles, which allows food to be held inside the mouth and also assists in pulling the larynx up and back. The glossopharyngeal (GPN) is composed of the lingual branch of the GPN (GPN-li) and the GPN-ph. Its sensory portion transits inputs from the posterior third of the tongue, the velum and the pharynx, which includes the tonsils (Miller, 2006). The glossopharygeal nerve gathers sensation from the fauces, the palatine tonsil, upper pharynx, and the back third of the tongue. Sensory fibers carry taste information from the posterior one third of the tongue. Afferent input is received from receptors located in the larynx and these are carried primarily to the superior laryngeal nerve, also known as the cough center of the medulla. The motor portion communicates outputs to the middle pharyngeal constrictor muscle and also innervates the stylopharyngeal muscle, which, together with the palatopharyngeus muscle (X nerve), elevates the palate. The stylopharyngeus muscle dilates the pharynx laterally and contributes to the elevation of pharynx and larynx. Vagus (X)The vagus nerve (X) is the most dominant cranial nerve during the swallowing process. The vagus nerve is the major efferent for the pharyngeal constrictors and is the major afferent for the middle and inferior portions of pharynx (Miller, 2006). It supplies also main efferent innervations to the palatal muscles. Branches of the vagus nerve attach to muscles of the larynx and pharynx. It is also known as the nucleus ambiguous, and it innervates branchial arch muscles of the pharynx and larynx as well as the muscles of the upper esophagus and uvula. Branches also extend to the, glossopalantine, levator veli palatine and the palatoglossus muscles making it primarily responsible for palatal functioning. One of the motor nuclei transmits motor output to the pharyngeal constrictor muscles and in this way can completely control the intrinsic musculature of the larynx. Moreover, taste buds on the root of the tongue and on the epiglottis contribute special visceral afferent fibers t o the superior laryngeal branch. General visceral afferent fibers convey sensation from the lower pharynx, larynx, trachea, and esophagus. Together with the

Whether the rise of China is a threat to Asian stability Essay

Whether the rise of China is a threat to Asian stability - Essay Example command of indicators that not only include measurable wealth (GDP) and military spending, but a host of factors that basically defines a state’s reflective position beyond its borders. That the Asia-Pacific is undergoing tectonic shifts in terms of the elements of hard power in now a forgone conclusion; China overtook Japan in 2010 to become Asia’s largest economy, only second to the United States globally in terms of gross domestic product (GDP), and in the process, taking advantage of the latters’ woes in the wake of a deadly financial crisis to extend its influence in the neighboring nations’ growth momentum. The increasing influence of China in this region, not to mention its strategic positioning as a major international actor, coupled with its gradual move towards greater power status, a puzzle widely theorized as the â€Å"China Threat† with uncertain predictions, none of which has ever materialized, forms the basis of response herein. All nations pursue their interests of security and prosperity within a context of political diplomacy that ropes in economic, and, if need be, military forces as directed by a history that underpins national ethos and the existing relationships with states in question (Lemke, Douglas, and Suzanne Warner 237). In the mix between the national ethos and political history are the personalities of leaders in power and their respective abilities to further the two elements to certain commensurate heights. As the adage goes, nations only have permanent interests. Accordingly, friendly nations may turn hostile to a neighbor with weird interests, bringing together former enemies to secure a common interest; a grim picture captured in literary analysis in the context of an increasingly influential China in the Asian power politics during the past quarter century (Kaplan 3). Indeed as expected, the collapse of the Soviet Empire, marking the end of the cold war, heralded an era of fractured glo bal power structure, hitherto

Pure Competition & Monopolistic Competition Research Paper

Pure Competition & Monopolistic Competition - Research Paper Example A firm in a perfect competition shows complete elasticity to price fluctuations. Also, marginal revenues are equals to average revenues and market demands. It is the demand which causes shifts in average and marginal revenues in the short-run. Changes in market demand and supply lead to price fluctuations (Reynolds). 2.3Profit Maximization in the Short-Run For a firm in a pure competition, the difference between total costs and total revenues represent profits. For a firm to earn maximum profits, ability to control and react to marginal costs and revenue functions is important. If a firm can identify the level where marginal costs (MC) can be equals to marginal revenues (MR), profit can be maximized by increasing the output and number of units sold. It is important to note that in a short-run, Average revenue (AR) is equals to marginal revenue (MR) which also represents market price. Furthermore, the firm is intended to increase profits and not revenues. Therefore, a firm is required to produce and sell additional goods in order to reduce marginal costs (MC). The lower marginal cost would lead to lower average costs and the difference between average costs and revenues would indicate final profits of the firm. In short, if marginal costs (MC) are equals to marginal revenues, the firm is earning maximum profits. In a scenario where these two variables are equal or MR is higher than MC, the firm should produce more and vice versa (see Fig 1). In a short-run, the maximum loss that a firm can bear is its fixed cost.

Castle Television Show Essay Example | Topics and Well Written Essays - 750 words - 4

Castle Television Show - Essay Example As is the relationship of the other characters on the show like Lanie Parish, the resident coroner, and her on-off boyfriend Det. Esposito and in turn, his relationship with his partner Det. Kevin Ryan. The show excels in this aspect because the writers stop to actually develop the back stories of these supporting characters. By giving them their own highlight cases and storylines every so often, the character development becomes a fluid part of the show. It is a move that helps to not only keep the stories fresh but also allow the viewers to take a liking to characters that they would otherwise not care so much about in relation to the main storyline which is the Castle - Beckett romance. â€Å"Castle† is also a show that knows not to take itself too seriously regardless of the gravity of the case. The show-runner, Andrew Marlowe, somehow manages to constantly balance the thrill of the crime with the method by which it is investigated. Richard Castle serves up hefty doses of comic relief at just the right moment every single time. This is also what makes the show uniquely special. Every time comic relief comes out of his mouth, he does so with a bit of trivia or history for the viewers to learn from. Be it a reference to Lady Gaga or a classic film noir, there is always something new for the viewers to pick up on and Google after the show. The characters are more than mere caricatures of people as presented in other crime shows. These characters actually have lives that go beyond the precinct. They are people who make mistakes as real people do. Each person portrayed can be either admired or hated depending upon the story that they are given. Take for example the character of Kate Beckett. She is the resident glamor girl on the show. She looks flawless and elegant on the outside.

Summary of IAS 18 Essay Example for Free

Summary of IAS 18 Essay Revenue: the gross inflow of economic benefits (cash, receivables, other assets) arising from the ordinary operating activities of an entity (such as sales of goods, sales of services, interest, royalties, and dividends). [IAS 18.7] Measurement of Revenue Revenue should be measured at the fair value of the consideration received or receivable. [IAS 18.9] An exchange for goods or services of a similar nature and value is not regarded as a transaction that generates revenue. However, exchanges for dissimilar items are regarded as generating revenue. [IAS 18.12] If the inflow of cash or cash equivalents is deferred, the fair value of the consideration receivable is less than the nominal amount of cash and cash equivalents to be received, and discounting is appropriate. This would occur, for instance, if the seller is providing interest-free credit to the buyer or is charging a below-market rate of interest. Interest must be imputed based on market rates. [IAS 18.11] Recognition of Revenue Recognition, as defined in the IASB Framework, means incorporating an item that meets the definition of revenue (above) in the income statement when it meets the following criteria: †¢ it is probable that any future economic benefit associated with the item of revenue will flow to the entity, and †¢ the amount of revenue can be measured with reliability IAS 18 provides guidance for recognising the following specific categories of revenue: Sale of Goods Revenue arising from the sale of goods should be recognised when all of the following criteria have been satisfied: [IAS 18.14] †¢ the seller has transferred to the buyer the significant risks and rewards of ownership †¢ the seller retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold †¢ the amount of revenue can be measured reliably †¢ it is probable that the economic benefits associated with the transaction will flow to the seller, and †¢ the costs incurred or to be incurred in respect of the transaction can be measured reliably Rendering of Services For revenue arising from the rendering of services, provided that all of the following criteria are met, revenue should be recognised by reference to the stage of completion of the transaction at the balance sheet date (the percentage-of-completion method): [IAS 18.20] †¢ the amount of revenue can be measured reliably; †¢ it is probable that the economic benefits will flow to the seller; †¢ the stage of completion at the balance sheet date can be measured reliably; and †¢ the costs incurred, or to be incurred, in respect of the transaction can be measured reliably. When the above criteria are not met, revenue arising from the rendering of services should be recognised only to the extent of the expenses recognised that are recoverable (a cost-recovery approach. [IAS 18.26] Interest, Royalties, and Dividends For interest, royalties and dividends, provided that it is probable that the economic benefits will flow to the enterprise and the amount of revenue can be measured reliably, revenue should be recognised as follows: [IAS 18.29-30] †¢ interest: using the effective interest method as set out in IAS 39 †¢ royalties: on an accruals basis in accordance with the substance of the relevant agreement †¢ dividends: when the shareholders right to receive payment is established Disclosure

Manage Programs That Promote Personal Effectiveness Essay Example for Free

Manage Programs That Promote Personal Effectiveness Essay 1. Three common Health Issues that Can Affect Productivity In The Work Place Are: Mental Health Issues for example: Depression, Anxiety, stress Behavioral Conditions. Chronic Illnesses for example: Diabetes, asthma, Cancer, coronary heart disease and stroke. Lifestyle risk Factors such as drug and alcohol abuse, gambling, Obesity and smoking this includes second hand smoke. 2. Use the internet to research each Identified issue for the following: Prevalence of the issue and any forecasts. Mental Health is on the rise in and out of the work place, And unlike many physical illness it impacts on people during their prime working years untreated mental health issues are costing Australian organizations $642,000 per 1000 employees. Chronic Illness is increasing in a global prevalence and in 23 high burden developed countries the cost associated with this global prevalence will cost the economy 84 billion dollars by 2015 if nothing is done to slow this up ward trend. Lifestyle Risk Factors have increased dramatically not only has Obesity increased Across all age groups the working age groups has a steady upward growth. Between 1995 and 2012 the average BMI for men and women over 18 have increased by 9.6% And only only 5.5% of Australian adults had an adequate usual daily intake of fruit and Vegetables there has been a decrease in smoking according to the national health Survey â€Å"In 2011 12, men were more likely to smoke daily than women (18.3% Compared with 14.1%). These rates have decreased since 2001, when 25.4% of men And 19.5% of women smoked daily†. Standard approaches to address the Issue in the work place. Being proactive in effectively raising awareness and addressing Mental Heath in the work place so early intervention can take place is important for staff moral and confidence. Some standard approaches for addressing and dealing with mental health would be: Educating and giving managers and employee’s the tools and skills needed to jointly identify triggers and solutions. On a larger scale and depending on the overall health and personnel needs of the employees and funding from the organization or government an EAP could be strategized and planned. Standard approaches to addressing chronic illness in the work place are: Initiating an in employee assistance program to provide the employees with the education and support they need this could be anything from a basic to a comprehensive program depending on all the variable factors to take in to account. Standard Approaches to Lifestyle risk factors include policy changes such as smoke Free environments to further decrease the smoking rate or even promoting quit line Services for smoking related issues. Provide health options and Incentives for using And maintaining healthier choices within the workplace to deal with diet related Lifestyle risks. Two of the Identified approaches briefly detailed on how the approach is managed in The work place and which approach I prefer. Mental Health Implementing compressive strategy or national workplace program (Employee assistance program) along with strategizing a well being policy and prevention policy will increase knowledge and understanding on how to deal and prevent mental health in the work place and address work related risk. Therefore increasing awareness, decreasing stigma and improving attitudes therefore giving staff \ employees the tools to create a healthy work  environment where no one has fears of speaking out about having a mental health issue this can provide job securities and reassurances they have the support of the organization. Full commitment from all stakeholders including all management mental heath experts and the chosen employee representative is essential to the success and outcome of program. Lifestyles Risks Factors Introducing an advanced or comprehensive program to educate and give staff / Employee’s opportunities to be educated on Nutrition, Physical activity, Smoking and stress management and experience to practice the skills needed to deal With and prevent Lifestyle Risk related issues. Provide health options and Incentives For using and maintaining healthier choices within the workplace to deal with diet Related Lifestyle risks. Also promoting services related to lifestyle risk factors such as Quit line, Heart Foundation, Cancer Council, Substance abuse consolers and GP’s for General check ups. Approach I Prefer The benefits for addressing lifestyle risks far out way the cost and time as Implementing this as a preventative measure would boost understanding, morale and Trust within the organization therefore boosting Productivity the organization would Save Money on a long Term basis due to the fact That many chronic illness and some mental Health issues Stem from associated Lifestyle Risk factors. So I believe addressing lifestyle risk Factors you are therefore Addressing an overall broad majority of issues. Tackling life style risk factors before They become Chronic illness is imperative and should be made a priority as Prevention Is better than Cure. So I would introduce an advanced or comprehensive program to Change the behavior. 3.  Summary Report Mental Health Issues for example: Depression, Anxiety, stress Behavioral Conditions. Chronic Illnesses for example: Diabetes, asthma, Cancer, coronary heart disease and stroke. Lifestyle risk Factors such as drug and alcohol abuse, gambling, Obesity and smoking this includes second hand smoke. â€Å"Healthy Employees Make A Healthy Business† Mental health Issues, chronic illnesses and lifestyle risk factors are all on the rise it is so crucial that they be addressed because the long term affect of unaddressed issues within any organization can be devastating for both employer and employees. Not only did a 2007 study run by Medibank Private put the annual cost of absenteeism and presenteeism to Australia at $25.7 billion. Health and wellbeing are by far the overriding factors. By improving health standards in the work place you will find healthier employees are 3 times more productive. All the above health issues have a profound impact on Daily productivity absenteeism and presenteeism addressing these issues effectively will not only benefit this organization and employee’s but improve overall mental and physical wellbeing improving productivity, employee relationships, reduced absenteeism and sick leave and increased health awareness and knowledge. â€Å"Global research has found that when employee health and wellness is managed well the percentage of engaged employees increases from 7% to 55%. This research also found self-reported creativity and innovation increases from 20% to 72%.† Providing the necessary tools and skills for staff and employee’s to preform at there best I would suggest adopting a EAP to approach lifestyle risk issues, some of the methods maybe government assisted workshops. so with the approval of senior management I would love feedback approval to write a advanced or comprehensive EAP for Lifestyle Risk Factors because I believe that in addressing lifestyle risks far out way the cost, time and resources and With cost in relation to losses from absenteeism and presenteeism an  investment on a larger scale like a advanced or comprehensive EPA would be more beneficial in this situation. Implementing this as a preventative measure would boost understanding, morale and Trust within the organization therefore boosting Productivity. The organization would Save Money on a long Term basis due to the fact the work place will be a healthy safer place with reduced absenteeism and presenteeism and increased productivity. â€Å"a ship cannot be sailed without a crew† so keeping your staff / employee’s happy and healthy will have a positive affect on all involved and improve the organizations corporate image. With cost in relation to losses from absenteeism and presenteeism an investment on a larger scale like a advanced or comprehensive EPA would be more beneficial in this situation. Also in addressing lifestyle risk you are in turn addressing many chronic illnesses and Some mental Health issues as most Stem from associated Lifestyle Risk factors. So I Believe addressing lifestyle risk Factors you are therefore addressing an overall broad Majority of issues. Tackling life style risk factors before They become Chronic illness it Is imperative and should be made a priority as Prevention Is better than Cure. References http://www.cgdev.org/doc/expert%20pages/nugent/Nugent_Annals_article.pdf https://www.bspg.com.au/dam/bsg/product?client=BEYONDBLUEprodid=BL/0538type=file http://www.abs.gov.au/websitedbs/D3310114.nsf/home/home?opendocument http://www.heartfoundation.org.au/active-living/Documents/Healthy-workplace-guide.pdf

Frito Lay Company: Cracker Jack Case Analysis

Frito Lay Company: Cracker Jack Case Analysis Frito-Lay is worldwide leader in snack manufacturing and marketing. It represented 54 percent of retail sales of snack chips in United States, making it leader in that category. Frito-Lay is division of PepsiCo. Inc and in 1996 represented 31 percent of PepsiCos net sales and 60 percent of PepsiCos operating profit (Kerin Peterson, 2010). Some of popular brands of Frio-Lay are Lays and Ruffles, Doritos, Tostitos, Potato chips, Cheetos, Sun Chips and Funyuns onion-flavored snacks. During 1990s majority of Frito-Lays growth was attributed to its low-fat and no-fat snacks such as Baked Lays potato crisps, Baked Tostitos tortilla chips, and Rold Gold pretzels. Frito-Lay has extensive manufacturing infrastructure with 45 manufacturing plants in 26 states, including worlds largest snack food plan in Frankfort, Indiana. It has extensive warehouses and distribution facilities as well with more than 1,800 in number and 17,500 salespeople who make 750,000 sales and delivery calls on approx 35 0,000 retail store customers each week (Kerin Peterson, 2010). It also is one of leading national advertisers in the United States. Borden Foods Cracker Jack is one of leading brand in Ready-To-Eat (RTE) caramel popcorn category. Because of Bordens strategic decision to focus its resources on pasta business and grain-meals, which needs significant resource investment, it has decided to divest Cracker Jack and related assets. Frito-Lays New Ventures Division, which seeks and creates new business platform and products to grow business (Kerin Peterson, 2010), evaluating purchase of Cracker Jack brand to grow Frito-Lays business. Problem Identification Ready to Eat (RTE) caramel popcorn product category has several different types of competitors; national brand firms, seasonal/specialty firms, regional firms and private label firms. Cracker Jack is national brand and its biggest competing brand is Crunch n Munch from International Foods Home Inc. In 1996 dollar sales market share of Cracker Jack was 26% whereas Crunch n Munch enjoyed 32% of market share (Kerin Peterson, 2010). Generally RTE caramel popcorn is viewed as undermarketed category, especially Cracker Jack spent far less in media advertising compared to Crunch n Munch. Because of reasons mentioned above and several other reasons Cracker Jack is seen by consumer as a brand which has lost momentum. Frito-Lay has decided to purchase Cracker Jack brand and regaining this momentum is key factor. Identifying the Root Problem Components Cracker Jack brand has universal awareness, however its seen as traditional and old fashioned, and less contemporary than Crunch n Munch. Although there are several Cracker Jack products such as Cracker Jack Fat Free, Butter Toffee, and Nutty Deluxe, consumer awareness of these is below 50 percent. Although consumers are aware of Cracker Jack brand largely because of its heritage, only 7.1 percent of U.S. household consumes it primarily because a) they dont think about it as they dont see advertisements b) unavailable where they shop and c) they see it as too expensive and say boxes are not large enough. Components of root problem which Frito-Lay needs to tackle are premium price of Cracker Jack, extend Cracker jack trademark and revitalize Cracker Jacks base business. To do this it needs to expand distribution of Cracker Jack, develop new packaging and flavors (and at same time reduce SKUs which are not popular. It has 32 SKUs), impactful product positioning, increase consumer advertisement and establish price leadership. SWOT Analysis Strengths: Frito-Lay has strong strong-door-delivery sales force. Executives are very proactive and detailed in projects they undertake, project Bingo is good example of it. Frito-Lays extensive sales and distribution infrastructure and manufacturing facilities. Leading national advertiser in dollars spent and creative execution. Frito-Lays brand name reputation and its strong presence in consumer food business. Opportunities: Addition of new product category allows Frito-Lay to reach out to new customers for its existing brands. Cracker Jack brand equity gives opportunity to Frito-Lay to start selling its existing brand in new markets. Extended product line and market share provides Frito-Lay with more negotiation power with retailers. Extend Frito-Lay brand presence in vending machines. Weaknesses: Cracker Jack brand is considered traditional and old fashioned. Cracker Jack is premium priced brand and its price has risen by 5 to 6 percent per year since 1993. Frito-Lays inexperience in RTE caramel popcorn product category. Negative direct product contribution for year 1994,1995,1996 gives negative impression of product Threats: Strong competition from International Home Foods, Inc. (Crunch n Munch brand) Competitors could outbid Frito-Lay to acquire Cracker Jack. Increase in health consciousness among consumers could impact Cracker Jack sales, unless consumer perception changes to consider it as low-fat RTE. Retailers might not be willing to give shelf space, considering popularity and sales of Crunch n Munch. Evaluation of Alternatives Frito-Lay has three options to expand its growth. First, expand its existing snack business by exploring new eating occasions for its existing or new products. Second, enter new product category by capitalizing on its existing strength. Third, called Opportunistic acquisitions, where Frito-Lay would acquire related food company specific brands or entire business. Frito-Lay has already penetrated market with its strong brand name, sales and distribution infrastructure and advertisement therefore first option would be stretch and require lot of creative ideas and dollars. Entering new product category is risky due to inexperience in those categories and strong well established competition therefore second option has high risks. Acquisition of new brand or company would bring its own challenges such as corporate cultural challenge but will also give head start in entering new product category. Recommendation Considering various options, Frito-Lay should go with third option; acquire brand or entire new business, especially when Borden intends to divest the Cracker Jack Brand, which has very high brand awareness. Frito-Lay should integrate sales and distribution of Cracker Jack with Frito-Lay brands and place Cracker Jack on Salty Snack Aisle. Doing so would send signal to consumers that Cracker Jack is now part of well known brand which is progressive and will be easily accessible to consumers. For first year it should primarily focus on 8-oz Bag-in-Box product so that consumers can relate Cracker Jack with good tasting product which is relatively cheaper. Consumer Advertisement should be done aggressively so that consumers see it and remember to purchase it. For this, Frito-Lay should spend $22 million in Advertising and Promotion for 8-oz Bag-in-Box. This effort is expected to bring $83.4 million in sales. It should spend $15 million in advertisement and promotion of 7-oz Flex Bag, whi ch is expected to bring $77.1 million of sales. Using this combination of promotional activities, consumers will remember Cracker Jack brand and when they go to purchase it they would have accessibility to 8-oz and 7-oz Cracker Jack bags in same location along with Frito-Lay brands. To make sure resources are focused on re-establishing Cracker Jack prestige to contemporary consumer base, it should cut down SKUs from 32 to 12. This would enable sales distribution department of Frito-Lay to use existing infrastructure to distribute Cracker Jack to almost all market segments. Frito-Lay should not purchase manufacturing facility of Cracker Jack brand, rather utilize its own manufacturing facility and extend it to package Cracker Jack brand. This would ensure consistency of machinery, maintain good business relationship with current machine supplier and enable utilization of existing trained workforce. In second and third year, additional Cracker Jack flavors should be introduced in market and aggressive consumer advertisement should be done in range of $32 million. Executing these strategies would help growth of Frito-Lay by entering in new consumer product category.

The Humphead Wrasse, Cheilinus undulatus :: essays research papers

The Humphead Wrasse, Cheilinus undulatus The Humphead wrasse, Cheilinus undulatus, is the largest member of the family Labridae and widely distributed across the reefs of the Indo-Pacific. It is found from the Red Sea and African coast, across the Indian Ocean and much of the Pacific, north to southern Japan and the coast of southern China, and south to New Caledonia. In English it is mostly commonly referred to as the Humphead, Maori or Napoleon wrasse. Fishery management The species has a high economic value and is a special favorite of both the live reef food fish trade and with recreational divers.The Humphead wrasse is vulnerable to fishing due to its long life and late sexual maturation (which occurs at approximately 50 cm total length and 5 years of age). This means that its life history is one that involves slow replacement (and hence slow recovery from fishing) rates. Because of its high value as food, it is heavily sought by fishers and traders. As part of the live food fish market, its value is likely to increase with rarity, so fishers will continue to fish this species even as its numbers decline. Humphead wrasse fisheries are mostly unmanaged and, even if managed 'on paper', there is usually little management or monitoring of Humphead wrasse in local fisheries. Monitoring is needed, both of local capture and of exports. Without proper management and monitoring, it is impossible to know whether current capture rates are sustainable or to e stablish safe quotas capture. On the other hand, its value to diving tourism will remain high if it is protected and remains alive in the wild. Live Reef Food Fish Trade While there is some capture for local use, particularly in the western and central Pacific, the Humphead wrasse is primarily taken for export as part of the valuable live reef food fish trade which is centred in SE Asia. All fish in this trade are wild-caught since commercial level hatchery propagation of this species is not yet possible. The major importing countries are China (especially Hong Kong), Taiwan and Singapore. Fish are exported especially from Indonesia, Malaysia, the Philippines and from some western Pacific Islands. Hong Kong is the biggest consumer/transshipment centre for the live seafood market, including for the Humphead wrasse. Hong Kong re-exports significant but undocumented volumes of Humphead wrasse into mainland, particularly southern, China, according to traders and to market surveys.

An Amazing Book :: Essays Papers

An Amazing Book Been In The Storm So Long, written by Leon F. Litwack exposes the cruel, harsh, and most disgusting attitudes of humans towards one another. This story is about the lives of black slaves, slave owners, and the people fighting for freedom during the Civil War and even after Emancipation. This story reveals the interactions between blacks and whites and dramatizes their inner dependency on one another. It also divulges the tension and friction between the two groups. After reading this short summery of Been In The Storm So Long, I hope one can acknowledge the intentions of this book and perhaps give one the desire to pick up this book and let the story take one to a place Americans tend to keep hidden. As the story begins, it talks about the changes in attitudes of the slaveholders. One slave by the name of Robert Murray recalls how his â€Å"white folks† started to change. Murray was a young slave that had been treated fairly well and was even taught how to read, even though it was against the law. Some of the children were even welcomed in what was called the â€Å"Big House† because the children found warmth there. With Abraham Lincoln’s election as President, things changed for the slaves. The children were not welcomed in the â€Å"Big House† anymore. Robert Murray, along with the other slaves, felt uneasy because he was being watched constantly. The slaveholders started to wonder how the slaves continue their chores as if nothing was going on. Mary Chesnut, a South Carolina slaveholder, wonders, â€Å"Are they stolidy stupid or wiser than we are, silent and strong, biding their time†(4). When the white males of all the plantations go off to war, they think it will be an easy and short fight. One North Carolinian says, â€Å"whup the North† (5) as if he would be back in time for dinner. Needless to say, many of the white males do not return and for those who are restored; it was in mangled bodies. Because many fathers, brothers, and sons do not return, the women left at the plantations became cruel and cold hearted. Mattie Curtis’s mistress whipped the slaves to the point of unbearable pain when she received news on the death of her son. Master Charley hit a slave girl named Missy with a â€Å"hot poker† stick and then says, â€Å"Free de niggers, will dey?

Why Is Race A Big Issue :: essays research papers fc

Why is Race A Big Issue? The Adventures of Huckleberry Finn is an incredible novel. It is hard to believe that people would protest against it, but they do. Mark Twain set his story twenty years before the Civil War, during the slave era. It is written just as everyone spoke at that time, using the word â€Å"nigger.† This book uses the word a lot, which has upset many African-Americans. I believe that the word can be obscene, but in this book it is not. It only shows the reality of that time. I consider this book to be one of the greatest books I have read. It is actually inspired by Twain’s own experiences living on the Mississippi River. Many people consider Twain to have been a racist. Although he uses the word â€Å"nigger,† it does not mean that he was racist. If people would look past the word and actually see the story, they would realize that he is writing of a white boy and a black man who run away and start a journey together. If Twain was such a racist, then why does the story have the white boy and black man together? People think that he is racist just because he uses the word, but in that time, that is how people spoke. In present time, we will not see a black slave working in a white person’s home; but we will hear the word in almost every rap song there is. Many people use the word, but they probably don’t know where or why the word became what it is now. The word started out as Negro in the north, during that time; but in the s outh, people put the southern dialect on the end and said â€Å"nigger.† I wish that people would look at this book as what it actually is, impressive. People cannot take into mind that â€Å"nigger† was a word used every day at that time. I do not think that Twain was trying to hurt anyone, instead, I think he was trying show that a black man was just as equal to a white man. I think that in the book, Huck shows a lot of respect for Jim, even though Jim is black. Also, Huck became very close to him. In my opinion, if a black person takes being called â€Å"nigger† so hard from someone of a different

Still a Threat to the United States

The tenth anniversary of the 9/1 1 attacks prompted reflections on the current status of the terrorism threat to the United States. One aspect of an assessment†the threat posed by biological weapons†is especially challenging because of the unique character of these weapons. A prime distinction is the fact that exposure to minute quantities of a biological agent may go unnoticed, yet ultimately be the cause of disease and death.The Incubation period of a microbial agent can be days or weeks; unlike a bombing, knifing, or chemical dispersion, a bioattack might not be ecognized until long after the agent's release. Accordingly, bioterrorism poses distinctive challenges for preparedness, protection, and response. The use of a pathogen for hostile purposes became a consuming concern to the American people soon after 9/1 1 . About a half-dozen letters containing anthrax spores were mailed to Journalists and polltlclans beginning one week after the jetliner attacks.Four letters with spores and threat messages eventually were recovered. All were postmarked Trenton, New Jersey, which meant that they had been processed at the postal distribution center in nearby Hamilton. Two letters were postmarked September 18, one addressed to Tom Brokaw at NBC-TV and another to the editor of the New York Post. The other two letters were stamped October 9 and addressed to Senators Thomas Daschle and Patrick Leahy. As people became infected in September, October and November, local responses revealed gaps in preparedness for a biological attack.For example, the first confirmation of an anthrax case was on October 4, more than two weeks after the initial letters were mailed. Retrospective assessments later indicated that by then nine people had already contracted the disease. Their illness previously had been misidentified because of faulty diagnoses or erroneous laboratory In the end, at least 22 people had become infected, five of whom died. Meanwhile, scores of buildings were belatedly found to be contaminated with spores that had leaked from the letters.At least 30,000 people who were deemed at risk required prophylactic antibiotics. [2] Millions more were fearful, many of them anxious about opening their own mail. Since the anthrax attacks, the U. S. government has spent about $60 billion on biodefense. A large portion of those dollars has gone to biodefense research under he auspices of the National Institute of Allergy and Infectious Diseases (NIAID). The NIAID budget for biodefense research has grown from $200 million in 2001 to an annual average of $1. 6 billion since 2004.United States safer from a bioattack now than at the time of the anthrax attacks? Has the spending been worth it? Key Questions, Discrepant Answers Opinions on these questions differ. While concerned about the danger of backsliding, the authors of an article in Politico now felt â€Å"reassured about our preparedness† for a biological attack. [3] At the same time, an opposing assessment was emblazoned in he title of a New York Times Magazine cover story: â€Å"Ten Years After the Anthrax Attacks, We Are Still Not Ready. [4] A review of biodefense efforts during the past 10 years in Science magazine blandly acknowledged the obvious: â€Å"debate continues over how much safer the country The congressionally chartered Commission on the Prevention of Weapons of Mass Destruction Proliferation and Terrorism (WMD Commission) issued a report card in 2010 on efforts to address several of its previous recommendations. The administration's failure to â€Å"enhance the nation's capabilities for rapid response to revent biological attacks from inflicting mass casualties† merited a grade of â€Å"F† (meaning that no action was taken on this recommendation).Almost as bad was the â€Å"D*† given for continuing inadequate oversight of high-containment laboratories. Reasonable arguments can be made to support varied views about these issues , and all conclusions bear a degree of subjectivity. Yet an assessment of several broad critical contentions can offer clarification. The criticisms are largely expressed in the form of five contentions. Contention #1 : Funding for biodefense has meant fewer dollars for other deserving reas such as public health infrastructure and basic science research.In 2005, 758 microbiologists signed a letter to Elias Zerhouni, then director of the National Institutes of Health (NIH), objecting to the diversion of funds from public health research to biodefense projects. Zerhouni, Joined by NIAID Director Anthony Fauci, rejected the letter's premise of â€Å"diversion. † An assessment of disputed interpretations suggested that spending on biodefense benefited non-biodefense research as well, but the numbers were so â€Å"convoluted† that a clear determination was elusive. [7] An analysis of the biodefense budget for fiscal year 2012 indicates that only 10% of the proposed $6. bill ion is dedicated exclusively to civilian biodefense. The other 90% is for projects with both biodefense and non-biodefense implications. The non- biodefense goals, according to analysts Crystal Franco and Tara Kirk Sell, include â€Å"advancing other areas of science, public health, healthcare, national security, or international security. â€Å"[8] This tilt toward dual-track benefits has been reflected in past budgets as well. A report in Nature magazine indicated that of the $60 billion pent on biodefense in the past decade, only about $12 billion went for programs have benefited substantially from biodefense projects.Fiscal woes in recent years have in fact resulted in reduced resources for public health and related programs. Economic pressure threatens to shrink biodefense funding as it does funding for much else in the federal budget; however, it is not clear now, nor was it in the past, if fewer dollars for biodefense would necessarily translate into more for public health, basic research, or any other health-related programs. Contention #2: The growing number of facilities for research on select agents specified pathogens and toxins) has heightened chances of an accidental release. Statistics alone make this assertion unassailable.The chances of something going wrong in any enterprise, assuming no change in operational security, increase with the size of the enterprise. As the number of research facilities increases, so does the chance of an accident. A continuing weakness is the lack of clarity about the number of high security laboratories. In 1983, the Centers for Disease Control and Prevention (CDC) designated four levels of safety for laboratory work with biological agents. A Biosafety Level-I (BSL-I) laboratory allows for work on relatively innocuous agents and a BSL-4 laboratory on the most dangerous.The two highest containment facilities, BSL-3 and BSL-4, require special security measures including restricted access, negative pressure to prev ent air from flowing out of the room, and protective outerwear for operators. BSL-4 laboratories require additional safeguards such as entry through multiple air-locked rooms and positive pressure outerwear with a segregated air supply. A BSL-4 laboratory is required for work on agents that cause lethal disease for which here is little or no treatment (for example, smallpox and hemorrhagic fevers such as Ebola and Marburg).At present, there are 15 such U. S. facilities planned or in operation, triple the number operating in 2001. [10] Other dangerous agents, including the bacteria that cause anthrax and plague, are worked on in BSL-3 laboratories. The number of these laboratories has skyrocketed since 2001, although the actual figures are uncertain. While an estimated 20 BSL-3 facilities were operating before the anthrax attacks, in the decade since the number has grown to between 200 and an astonishing 1,400 or ore. [11] The huge discrepancy is attributable in part to varied method s of calculation.Some assessments have counted all BSL-3 laboratories in an institution as a single BSL-3 facility, while others have designated each laboratory as a separate entity. Furthermore, some laboratories with a BSL-3 designation may lack safety features found in others, such as double doors and a requirement that two persons must be present. No national authority is now empowered to mandate a single system of counting or that even the lowest estimated number of BSL-3 laboratories (200) represents a 10- old increase in the past 10 years, and that safety precautions at some BSL-3 facilities are less rigorous than at others.Contention #3: The growing number of investigators with knowledge about select agents has increased the chances that an unsavory scientist could launch a bioattack. Along with more high containment facilities has come more scientists who handle select agents. Concern about dangerous individuals among them was heightened in 2008 when the FBI named Bruce Ivi ns as the perpetrator of the 2001 anthrax attacks. Ivins was a veteran scientist who for decades had worked on anthrax at the U. S.Army Medical Research Institute for Infectious Diseases (USAMRIID) in Fort Detrick, Maryland. Before charges could be brought he committed suicide, so his guilt or innocence could never be established in a court of law. Still, evidence of his aberrational behavior, including alcoholism, depression, and self-described bouts of paranoia, evidently went unnoticed by his superiors. The Ivins case highlighted questions about the screening of workers with ready access to select agents. The number of those workers Just prior to the anthrax attacks has been estimated at about 700.By 2008, however, the figure had climbed to more han As some have suggested, the greater numbers mean that â€Å"the odds of one of them turning out to be a bad apple has increased. â€Å"[13] Ironically, Ivins was not a newly minted investigator, but a long-respected fgure in the arm y's biodefense program. Days after Ivins' death, a USAMRIID spokesperson acknowledged that officials may have been unaware of his problems because they relied in part on self-reporting. [14] In 2011, a mental health review panel concluded that â€Å"Dr.Ivins had a significant and lengthy history of psychological disturbance and diagnosable mental illness at the time he began working for USAMRIID in The Ivins case has raised concerns that other troubled or nefarious individuals might be working in U. S. laboratories. A recent government-sponsored forum on biosecurity called for periodic behavioral evaluations of personnel with access to select agents that include drug testing, searches for criminal history, and completion by selectees of a security questionnaire. 16] Even while acknowledging the necessity of security measures, the right to privacy and freedom of scientific inquiry must be respected to the extent possible. In any case, behavioral monitoring can never provide absolute protection against the acts of a lever miscreant. Contention #4: Money for biodefense has been misapplied or otherwise failed to produce desired results. Project BioShield was established by congress in 2004 to acquire medical countermeasures against biological, chemical, and radiological vaccines and other drugs that have not necessarily been tested for efficacy on humans.Beyond the loss of time and money, the VaxGen failure was a public embarrassment. It became a symbol of ineptness early in the new program. Other biosecurity programs have also drawn criticism, including a $534 million surveillance project called BioWatch. This program included the placement of air amplers for detection of anthrax spores and other agents in more than 30 major U. S. cities. A committee convened by the National Academy of Sciences concluded in 2010 that the program was faced with â€Å"serious technical and operational challenges. † Others flatly criticized its funding as wasted.

Company Law and Secretarial Practices Essay

Incorporation means the appendage of sancti geniusdly declaring a bodied entity as dissipate entity from its owners. Incorporation has m both advantages for a business and its owners, including Protects the owners assets against the play alongs liabilities. Allows for well-situated transfer of ownership to a nonher(prenominal) party.Achieves a lower task prize than on soulal income.Receives more lenient tax restrictions on loss carry forwards. grass bring forth capital through the sales yett of the stock. Incorporation involves drafting a catalogue of joining and an names of Association, which lists the primary usage of the business and its location, along with the turn of make outs and secernate of stock world is fulfilld, if from each peerless. Incorporation pull up s tar extends overly involve state-specific registration study and fees. Those procedures atomic number 18 down the stairstaken by a friend who is a individual who starts up a business, pa rticularly a corporation, including the financing. The salmagundiation of a corporation starts with an idea.Pre-internalization moldivities transform this idea into an au thentic corporation and the promoter is the individual who carries on these activities. Usu completelyy the promoter is the briny sh beh darkeneder or atomic number 53 of the management team and receives stock for his/her efforts in organization. Without internalization, fraternity right spate non stand by itself as natural rightfulness amended is critically meant to protect the shargon holders as well as the member of the order which is combine. As mentioned preceding(prenominal), incorporation tends to protect the offbeat of the business and its owners in various perspectives comparable intellectual property, taxation and capital sh atomic number 18s. In some other words, smart set fairness (or the celibacy of business associations) is the field of law c erstrning companies.Furthermore, thither ar various types of partnership that rear be formed in diametric jurisdictions as shown in Malaysian conjunction figure 1965 map 14(2) which argon a community restrict by guarantee. unremarkably utilise where companies argon formed for non- mercenary-grade bearings, such(prenominal)(prenominal)(prenominal) as clubs or charities. The members guarantee the honorarium of real (usually nominal) amounts if the confederacy goes into insolvent liquidation, exclusively they digest no scotch rights in relation to the lodge. a go with limited by guarantee with a sh atomic number 18 capital. A hybrid entity, usually used where the telephoner is formed for non-commercial purposes, precisely the activities of the family be partly funded by investors who face a return. a social club limited by shares.The most vernacular form of society used for business ventures. an inexhaustible play along each with or without a share capital. This is a hybrid gild, a politi cal party similar to its limited comp some(prenominal)(prenominal)(prenominal) (Ltd.) counterpart neverthe slight where the members or shareholders do non benefit from limited liability should the lodge ever go into ceremonial liquidation. Meanwhile, thither are thousands of follow law graphemes that showed that incorporation is the bedrock of formation of Comp some(prenominal) honor. As such, We held out a fewer wooings here which conductly indicated the importance of Comp whatsoever Law in determining the mash pillow character related to incorporation. Salomon v A Salomon and Co Ltd 1897 AC 22 in incorporated wear out somebodyalitySalomon conducted his business as a sole trader. He change it to a gild incorporated for the purpose called A Salomon and Co Ltd. The all members were Mr Salomon, his wife, and their fin children. Each member took one 1 share each. The family bought the business for 39,000. Mr Salomon subscribe for 20,000 further shares. save, 10,00 0 was non manufacture by the alliance, which instead sleep togetherd Salomon with series of debentures and gave him a afloat(p) flower on its assets. When the corporation failed the follows liquidator contended that the floating charge should non be honoured, and Salomon should be do pre meansable for the comp eithers debts. skipper Halsbury LC stated it seems to me im achievable to dispute that once the friendship is healthyly incorporated it moldiness(prenominal) be get acrossed like whatsoever other independent individual with its rights and liabilities attach to itself, and that the motives of those who took part in the promotion of the troupe are absolutely irrelevant in discussing what those rights and liabilities are.Hickman v Kent or Romney Marsh Sheep-Breeders AssociationOutsider rightsHickman was a member of the Kent or Romney Marsh Sheep-Breeders Association. He began a hook act at law complaining of various irregularities in the affairs of the association. Clause 49 of the Associations brass stated that all disputes were to handled by arbitration. The ir closing of whether a psyche who is non a member of the comp some(prenominal) has rights to sue on the statutory sheer provide by what is now voice 33 of the Companies be birth 2006 was considered . It was held that an outsider to whom rights are purportedly inclined by the come withs articles in his capacity as an outsider asshole non sue in that capacity, whether he is also a member of the friendship or non. From this case comes the fundamental concept that a political party has a good personality or identity separate from its members. A confederation is thus a good person.Macaura v Northern Assurance Co Ltd 1925 AC 619Members strike no vex in a unions propertyThe owner of a lumber estate sold all the spirit to a partnership which was own or so solely by him. He was the caller-outs largest creditor. He insured the wood overturn against onslaught , tho in his own name. afterward the timber was destroyed by fire the insurance beau monde refused the vociferation.The House of schoolmasters held that in order to grant an insurable divert in property a person must have a legal or upright interest in that property. The claim failed as the corporator plain if he holds all the shares is non the corporation incomplete he nor all creditor of the social club has any property legal or equitable in the assets of the corporation.In a nutshell, the g overnment produce of incorporation which is embedded in sub partitioning 16(5) On and from the leave of incorporation qualify in the certificate of incorporation but subject to this action the subscribers to the scroll unitedly with such other persons as whitethorn from snip to meter suit members of the come with shall be a body corporate bby the name contained in the memorandum sure-footed forthwith of usage all the functions of an incorporated company and of suing and organism sued and having perpetual succession and a viridity seal with world federal agency to hold cut down but with such liability on the part of the members to kick down to the assets of the company in the event of its being anguish up as is provided by this proceed clearly demonstrated that the entry of Company Law is the company and that without incorporation and the creation of a separate corporate personality, there couldnt be a base for the formation of Company law and Companies second.2. In practice, in no lot, is it likely to penetrate the corporate hide out surrounded by a stir and a infantryman company. A company is an artificial person. erst it is incorporated, it comes into being and is a separate legal entity from its members and businessrs. The importance of the principle of separate legal entity was first established in the border case of Salomon v Salomon & Co Ltd (1897).In this case, Mr Salomon was a sole-proprietor manufacturing boots. The business was successful. Mr Salomon incorporated a company and sold his business to the company in retainer for 20000 shares and debentures of 10000 produced in favour of Mr Salomon. Mr Salomon ended up retentivity 20001 of the 20007 shares issued. The other six shared were held by his wife and five children as nominees for Mr Salomon. Unfortunately, the company experienced pecuniary difficulty and was wound up. An action was brought against Mr Salomon to indemnify the company for all the debts due to its unsecured creditors. The House of Lords held that even though the business was managed by the similar persons and the same hands received the profits, the company was not an agent or regent for the members. Incorporation of the company created a separate person. The members were not apt(p) in regard of the companys obligations.The same applies to recruit and auxiliary companies. Both evoke and accessory companies has their own separate legal entity. angiotensin conver ting enzyme example is the case of The lots insurance Co (M) v The tidy sums deteriorations Co Ltd (1986). In this case, the plaintiff company, Peoples Insurance Co. (M) Sdn. Bhd. (PICMSB) was a subsidiary of the first defendants company, Peoples Insurance Co. Ltd. (PICL). On 12 January 1978, five film music managing film managing coachs of PICMSM held a collision.One of the theater theatre directors was the Managing theatre director of the defendant (PICL), another one was world(a) Manager and Director of the defendant (PICL), and another one was Executive Director of the defendant (PICL). During the confluence they throwed a stop that touch on PICL. The defendant (PICL) denied any liability. The courtyard held that i. The parent and subsidiary companies are twain separate legal entities ii. Officers of the parent company who are on the Board of the subsidiary are not representatives of the parent company but sit at the Board clash as directors and agent o f the subsidiary iii. A resoluteness of the Board of directors of the subsidiary does not bind the parent company. The resultant did not constitute a trim amid the parties.Thus, it is held that the principle of separate legal entity applies as well to related companies, including tout ensemble own subsidiaries. In Adams v pall Industries PLC (1990), the main defendant was an English registered company presiding over a free radical of companies whose business was in the mining (in South Africa), and marketing, of asbestos. The company had do the subject of a descriptor action lawsuit in the United States, and the company tried to a deflect fighting the case in the Ameri fuel courts on jurisdictional grounds. The Plaintiffs goed a brain against the English company in the Ameri move courts, but as Cape had no assets left in the U.S., they then sought to enforce the psyche against the bargainer company in the classify in the English courts.The court veritable that the pur pose of the corporate group social organization set up by Cape Industries had been used specifically to ensure that the legal liability of a particular subsidiary would fall palliate upon itself and not the parent company in England. The court refused to pierce the veil of incorporation to let in the judgment creditor to enforce its judgment against the judgment debtors retention company. The court refused to treat both the subsidiary and holding companies as one single entity.However the legislative body recognizes that there whitethorn arise circumstances when this principle of separate legal entity may lead to adverse dapples, and thus have enacted statutory exceptions to lift the veil of incorporation chthonic(a) specified circumstances. Normally in new situations or circumstances, court decides on case by case nucleotide to pierce the veil of incorporation. There are instances where the court held that the related companies do not have separate legal entities they ar e indeed one legal entity.In DHN Food Distributors Ltd v London Borough of tower Hamlets (1976), DHN carried on the business of operating a grocery on the property own by one of its wholly owned subsidiaries. The property was compulsorily acquired by the situation which refused to redeem allowance to DHN as it did not have any interest on the land. The English mash of Appeal held that the group operated as a single economic unit and thus DHN could recover the allowance due to them low law.In conclusion, in normal practice with no circumstances, it is not possible to pierce the corporate veil between a parent and a subsidiary company as mentioned in The Peoples Insurance Co (M) v The Peoples Insurance Co Ltd (1986) and Adams v Cape Industries PLC (1990). tho when there arise circumstances can only the corporate veil of a parent and subsidiary company be pierced.3a. Joe and mike issue sufficient RM1 shares to Luke to raise his stake to 40% to allow them to cudgel the result ant role of their removal from the come along. The action proposed by Joe and microphone is not allowed under lieu 132D of Companies fleck 1965. persona 132D(1) of the good turn reads, in time anything in a companys memorandum or articles, the directors shall not, without the prior acclamation of the company in general confrontation, coiffe any billet of the company to issue shares. Un slight the power to issue shares has been vested in the members at a general meeting, the directors are not allowed to issue shares. Under this function, the companys power to issue shares is not transferred from the directors to the members in general meeting. Rather, it imposes an obligation on the directors to die hard the boon of the companys shareholders in general meeting in the beginning exercising their power to issue shares.When an allotment of shares takes judge by the company without compiling without any statutory procedure, it is an irregular allotment. Although it is ne cessary to obtain only an banausic resolve for the upshot of new shares, variance 132D (5) requires such blockage to be lodged with the Registrar of Companies (ROC). When the minimum subscription is not received, it is an irregular allotment and it is void. The directors are liable to pay both the company and also to the allotee. On the other hand, prior approval of the members is not infallible if the shares issued are status or part retainer for the learnedness of shares or assets by the company. sub scratch 132D (6A) provides that if the consideration for the shares in kind or partially in kind, it is sufficient for the directors to inform the members in makeup at least 14 long time forrader the shares are issued.The consequences for non ossification of section 132D are provided in section 132D (6) which reads, Any issue of shares make by a company in difference of opinion of this section shall be void and consideration slip byn for the shares shall be recoverable accordingly. In fact, the directors are liable to cut across the company and the allottee for any loss, damages or costs which might occur as a result of the smash. tally to section 132D (7), any director who knowingly contravenes, or permits or authorizes the contravention of, this section with esteem to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby. Thus, Joe and mike shall be liable topay wages to the company and Luke if any loss or cost incurred.However, the shareholders or creditor of the company may apply to the court for institution of the shares under section 63. If the court finds the result of shares is except and equitable, the court may order the validation of the shares which were not mightily issued. In the case of Kepala Sawit (Teluk Anson) Sdn Bhd v Yeoh Kim Leng & Ors (1991), the court held tha t an act of the company which is irregular offers room for its regularization or validation by application of the near and equitable principles embodied in section 63. Neverthe little, it seems to be impossible for the court to vali visualise the shares in the situation above if any appeal is do. also that, the aim of Joe and microphone to raise Lukes shares is to allow him to defeat the small town of their removal from the bestride. sectionalisation 128 of the Companies prompt 1965 provides for the removal of a director of a exoteric company but no provision is made for the removal of a director of a snobby company. This is left to the companys article. Article 69 of Table A provides that the company may by ordinary solution abate a director. Thus, if Singing Stars Sdn Bhds article has adopted Table A, then the procedure provided in piece 128 has to be followed. Also, depending on the companys article, either an ordinary or additional closedown has to be passed in th e meeting by the shareholders of the company.In business or commercial law, ordinary resolution is a resolution passed by the shareholders of a company primarily affirmed by not less than 50% of the members casting their votes, whereas additional resolution is generally affirmed by not less than 75% of members casting their votes. Therefore, even if Lukes stake can be raised to 40%, he liquid cant defeat the resolution because a resolution is passed based on the voting cast by the bulk in the meeting. Hence, Tony shall not worry active Joes and Mikes action in raising Lukes stake to 40% by take shares as its legality is bounded by section 132D of Companies make a motion 1965. Also, the removal of a director is allowed when a resolution is passed in the meeting. With only Joe, Mike and Luke to defeat the resolution, the resolution to complete them off as the directors can appease be passed.3b. After this they result pass resolutions to sequestrate Tony from the board andto replace him with Luke.Directors are agents of the company and thus owe a fiducial duty towards the company. Section 4(1) of the Companies deport 1965 provides that, director includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are supplyn over to act and an alternate or assuagement director. Section 4(1) states that a director includes a de facto director, a shadow director and an alternate or substitute director.Sections 122(1) and (1A) of the Companies Act 1965 provides that, every company shall have at least two directors, who each has his principal or only place of sign of the zodiac inwardly Malaysia. Sections 122(2) of the Companies Act 1965 provides that, no person other than a natural person of exuberant age shall be a director of a company. This is clear that only a human being can be a director. Besides that, Section 12 2(2) imposes the minimum age of the director which is 18 historic period old. Thus, only a person who is 18 days old and above may be name as a director. Section 129 of the Companies Act 1965 provides that, moreover anything in the memorandum or articles of the company no person of or over the age of seventy years shall be plant or act as a director of a public company or of a subsidiary of a public company. A person who aged 70 years old and above can only be a director if the resolution appointing him as a director receives approval from at least 75% of the votes at the companys one-year general meeting.The office of a Tony as a director may become inert if he is disqualify consistent to the Companies Act 1965 or the articles of association, resigned from the position, outside from the board of directors and retires by rotation.Articles of association of the company provides that the office of a director shall become vacant if the director (a)ceases to be a director by vi rtue of the Companies Act 1965 (b)becomes a bankrupt or makes any organization or composition with his creditors generally (c)is forbidden from being a director by reason of any order made under the Companies Act 1965 (d)becomes of unsound melodic theme or a person whose person or estate is liable to be dealt with in any way under the law relating to metal disorder (e)resigns his office by distinguish in writing to the company (f)for more than six months is thoughtless without the permission of the directors from meetings of the directors held during that period (g) without the consent of the company in general meeting holds any other office of profit under the company except that of managing director or manager (h)is directly or indirectly interested in any gouge or proposed resolution with the company and fails to keep the nature of his interest in a modal apprize needful by the Companies Act 1965.Tony provide not be upstage as he is not disqualified by the articles of association.The composure of a director may take effect on the date which the board receives the letter of resignation, the date stated in the letter or according to the articles of association. Section 122(6) of the Companies Act 1965 provides that, notwithstanding anything contained in this Act or in the memorandum or articles of a company or in any accordance with a company, a director of a company shall not resign or forsake his office if, by his resignation or vacation from office, the number of directors of the company is reduced below the minimum number required by subsection (1) and any purported resignation or vacation of office in contravention of this section shall be deemed to be invalid. Tony does not take action to resign from a director.Tony get out not be needd from the board. However, he may be detractd from the board by an ordinary resolution. Section 128(1) of the Companies Act 1965 provides that, a public company may by ordinary resolution take on a direct or before the departure of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between it and him but where any director so removed was appointive to represent the interests of any particular class of shareholders or debenture holders the resolution to remove him shall not take effect until his heritor has been appointed. A public company may remove a director by ordinary resolution before the expiration of his term of office.The resolution is passed if it garnered more than half of the votes casted. A director of a public company is not possible to be removed by other director as provided in Section 128(8) which reads that, a director of a public company shall not be removed by, or be required to vacate his office by reason of, any resolution request or vizor of the directors or any of them notwithstanding anything in the articles or any agreement.Thus, Joe and Mike are not able to remove Tony from the board. To remove a director, a special point out of the resolution is required to deal out to the company at least 28 days before the scheduled members meeting as stated in Section 128(2) of the Companies Act 1965, Notwithstanding anything to the contrary in the memorandum or articles of the company, special maintain shall be required of any resolution to remove a director or to appoint some person in place of a director so removed at the meeting at which he is removed, and on receipt of admit of an intended resolution to remove a director the company shall forthwith pull a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be authorize to be heard on the resolution at the meeting. The special honour of ordinary resolutions is also called incur of spirit is stipulation by the members to the company at least 28 days before the scheduled meeting.Then the company must give at least 14 days notice to the members before the meeting is scheduled to b e held. It is provided in Section 153 of the Companies Act 1965, where by this Act special notice is required of a resolution, the resolution shall not be effective unless notice of intention to move it has been given to the company not less than twentyeight days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or ,if that is not practicable, shall give them notice thereof, in any manner allowed by the articles, not less than xiv days before the meeting, but if after the notice of intention to move such a resolution has been given to a company, a meeting is called for a date twenty-eight days or less after the notice has been given, the notice, although not given to the company within the time required by this section, shall be deemed to be properly given.The board of directors may taste to undermine the members proposal to remove a director, the board may call for the meeting to be scheduled less than 28 days from the receipts of the members notice. Section 153 of the Companies Act 1965 provides that the meeting is not invalidated if it is held less than 28 days after the notice was given by the members to the company. In Soliappan v Lim Yoke Fan 1968 2 MLJ 21, the high gear Court held that Section 128 was not mandatory. The power to remove directors under that section co- lasted with any power contained in the articles of association. Therefore, 28 days notice is not necessary, the removal could be affected in accordance with the articles of association.However, on the facts the proper notice required under the articles of association had not been given either, so removed as director and whence the plaintiff was not properly appointed as director of the company. If Tony is removed from the board, he may claim compensation or damages for the termination of his adjustment as a director. Where the company has entered into a contract with Tony and the company breached it by removing him, then Tony has the rights to claim compensation. Section 128(7) of the Companies Act 1965 provides that, nothing in subsections (1) to (6) shall be taken as depriving a person removed thereunder of compensation or damages payable by him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section.Tony who is appointed as a director is not required to retire unless the articles of association provides so. Upon retirement, the shareholders may re-elect the directors who have performed but not those who failed to perform up to expectations. In See Teow Chuan & Anor v yam Tunku Nadzaruddin Ibni Tuanku Jaafar & Ors 2007 2 MLJ 212, the board of directors made a resolution that all executive directors must retire on attaining 55 years of age.The plaintiffs brought an action chal lenging the introduction of a new term into their quick contract that they should retire. The court held that the power to pass the resolution as to retirement of directors was a fiduciary power entrusted by the memorandum and articles of the Company. That power was used for a collateral or improper purpose, namely to remove the plaintiffs and was invalid. In conclusion, Joe and Mike are unable to remove Tony from the board and replace Tony with Luke. Tony leave be removed from the board if he meets one of the events stated above.3c. As an added incentive the shares will be issued to Luke for RM0.60 each to allow for a tidy profit. The issue here is whether Joe and Mike can issue shares to Luke at RM0.60 each to allow for Lukes support towards them. The topic of shares below the nominal value of RM1.00 is called issuance of shares at a displace. At common law, the issuance of shares below the par value (at a send packing) is proscribed because it constitutes a decline of shar e capital without validation by the High Court. Section 64 of the Companies Act 1965 requires a special resolution that authorizes the decline of its share capital with the confirmation by the Court. Case Re Wragg Ltd.Facts A liquidator took up a court case seeking a declaration that certain shares in the company issued to two members and registered in their names as to the full give were not properly issued as fully paid up. The liquidator asked for an order that the two members pay the amounts unpaid thereon. Held The action was wholly legitimate. Lindley L.J. stated it is not law that persons cannot dish out property to a limited company for fully paid-up shares and make a profit by the transaction. We must not allow ourselves to be misled by public lecture of value. The value paid to the company is metrical by the price at which the company agrees to procure what it thinks it worth it while to acquire. Whilst the transaction is unimpeached, this is the only value to be considered.However, there are two exceptions to the rule against subject shares at a discount rate that are stated in Section 58 and 59 of Companies Act 1965. In cause where the company enters into an underwriting agreement wherein the underwriter will subscribe the shares in the company if the shares are not taken, in return, the company agrees to pay the underwriter a fee. Section 58 of Companies Act 1965 recognises this commercial agreement provided that the pay of that commission is not more than 10% of the issued value of the shares and is authorized by the companys articles. Section 59(1) of the Companies Act 1965 states that the company can issue shares at a discount of a class already issued if (a)The discounted shares are authorized by ordinary resolution passed in general meeting of the company and is confirm by Court order (b) The resolution specifies the supreme rate of discount at which the shares are to be issued (c) the company can only issue shares at a disc ount only after one year it is authorise to contract business and (d) the discounted shares must be issued within one month from courts confirmation or within extended time as allowed by Court. According to section 59(4), the discounted shares must be offered to existing members of that class based on pro rata basis. Failure to do so, the company and every officer who is in default option shall be nefarious of an offence guilty with a fine of RM1000 and default punishment in accordance with section 59(7) of the Companies Act 1965. Case Ooregum Gold Mining Co of India v RoperFacts The market value of the 1 ordinary shares of the company was 2 shillings and 6 pence (2s 6d). The company issued preference shares of 1 each with 15s credited as paid, deviation a liability of only 5s a share. Held The holders of the discounted shares are liable to pay the full nominal value to the company.In common law, issuance of shares at a discount is prohibited but there are statutory exceptio ns under section 58 and 59 which enable the company to issue shares at a discount. In this case, Luke is not the underwriter of Singing Stars Sdn Bhd. Therefore, Joe and Mike cannot issues shares at a discount to him by virtue of section 58 of the Companies Act 1965. However Luke can be entitled to get the shares at a discount if the discounted shares are passed by a bulk of members who are present and votes at the meeting and confirmed by the Court order, which specify the maximum rate of discounts are to be issued, commence its business after one year and issue the discounted shares issued within one month from courts confirmation or within extended time as allowed by Court, then Luke can be entitled to the discounted shares after the existing shareholders are offered the discount.Luke will not be getting the shares at a discount because the most of shareholders are not well-provided with Joe and Mike and wanted to vote them from the board. Hence, the majority of them will win an d Luke will in spades not getting his shares at a discount. If Joe and Mike insist on issuing the shares at a discount to Luke, the holder of the shares (Luke) may be liable to pay the full nominal value of the shares as stated in the Ooregum principle. Besides, the directors (Joe and Mike) who are responsible for the unlawful issue may be held liable to the company for the discount allowed. In conclusion, Tony can sue Joe and Mike for breach of companies act and they will be held liable to company in respect of the discountallowed.From the above Tony and the other four shareholders can vote to reject the digestance of remuneration by land from Luke for the shares. Joe and Mike do not have the power to presume the defrayal without the knowledge of the members of the company. If the transaction is still done Section 132D(6) provides that the shares issued are void and the directors shall be liable to compensate the company and the person whom the shares were issued to for any los s, damages or costs which they may sustain as consequence of the breach.3d. Luke has suggested that the company might accept some land which he owns as payment for the shares. Section 67 (1) of the Companies Act prohibits a company from Financing the secure of its own or its holding companys shares Giving financial assistant for the purpose of or in conjunction with the purchase of its own or its holding companys shares Dealing in or lending specie on its own sharesIn the case of Datuk tan Leng Teck v Sarjana Sdn Bhd, the plaintiff entered into a contract to sell a piece of land to the 2nd defendant, Pasti Hasil Sdn Bhd for a piece of land at a price of RM15, 896,995. According to the agreement, RM1,000,000 of the purchase consideration will be capitalized as paid-up capital for 1,000,000 shares in the SSB. PHSB had paid RM3,300,000 for the land to SSB and RM1,000,000 out of this payment had been considered as a payment for 1,000,000 shares in SSB. Thus, 1,000,000 shares had be en allotted to Pasti Hasil Sdn Bhd. The court held that financial economic aid has been given to Pasti Hasil Sdn Bhd as the defendant concord to treat a portion of the sum owed by Pasti Hasil Sdn Bhd as payment for the shares. Section 67 (1) prohibits the company from giving financial assistance unless it is bona fide commercial transaction entered in good faith.As Pasti Hasil Sdn Bhd had not paid anything for the shares the share capital of the defendant had reduced. In the case of Belmont Finance Corporation Ltd v Williams Furniture Ltd (No 2), Belmonts directors paid 500,000 of Belmonts money under a plan to help a company called level best ( which was owned and controlled by a Mr. Grosscurth) to buy shares of Belmont. Goff LJ held that the agreement was unlawful and the payment was made by Belmont for an illegal purpose, namely to drive on the purchase by Grosscurth and his associates of Belmonts shares.Lord Denning in Wallersteiner v Moir (1974) propounded the following a udition You look to the companys money and see what has become of in. You look to the companys shares and see into whose hands they have got. You will then see if the companys money has been used to finance the purchase.Thus for this case if the company accepts Lukes land as payment for the shares, it is not a bona fide commercial transaction entered in good faith and is prohibited by section 67(1). Thisi s because the land serves no specific purpose to the company and coming(prenominal) benefits will not flow to the company through this entity. This means that the land is of no use to the company at the time of purchase which shows that it is not a bona fide commercial transaction. Furthermore this also shows that the companys money paid to Luke for the land will be used to purchase its shares. If Joe and Mike accept this transaction, they will be guilty under section 67(3) of the Companies Act and section 67(4) provides that officers who are guilty are liable to compensate the co mpany or any person who has suffered losses or damage as a result of the prohibited transaction.REFERENCES1) http//www.scribd.com/doc/64780622/1/S128-1-Companies-Act-1965 2) http//www.ssm.com.my/files/clrc/consultation_documents/cd2.pdf 3) Chan Wai Meng (2012) . Company Law in Malaysia Cengage Learning.