Académique Documents
Professionnel Documents
Culture Documents
Technical Human
Conceptual
It is external
Transparency
Answerability or Justification
Compliance Enforcement or Sanctions
Vertical Accountability
refers to mechanisms in which citizens and their associations can directly hold the powerful to account, such as through elections in which voters select representatives and also hold incumbents to account
Horizontal Accountability
refers to inter-institutional mechanisms or checks and balances (Goetz and Jenkins, 2001, p. 7;
Woods, undated, p. 4)
Proxy Contest
a strategy that involves using shareholder's proxy votes to replace the existing members of a company's board of directors. By removing existing board members, the person or company launching the proxy contest can establish a new board of directors that is better aligned with their objectives.
The acquiring company and / or a group of major stakeholders such as large institutional investors - decide to join forces and launch a proxy contest against the target company. These investors threaten to use their proxy votes - which is commonly used in large corporations for voting by shareholders to make the target company comply with their wishes. Proxy voting allows shareholders who have confidence in the judgment of others to "stand-in" and vote for them on corporate governance matters such as the election of board members. If successful in gathering enough proxy votes, the acquiring company can then elect new board of directors using proxy ballots. These newly installed board members will be much more agreeable to the takeover or merger, and eventually the deal is finalized.
Tender offer
- formal offer to purchase a given number of shares of a firms stock at a specified price
Two-tier offer
- A tender offer in which the terms offered are more attractive to those who tender shares early
Exchange Offer
- An offer by a firm to exchange its own securities such as bonds or preferred stock.
Regulators
Regulators in Corporations
Securities and Exchange Commission (SEC)
The SEC is the securities regulator. The SEC is a centralized institution that generally administers and supervises all corporate acts, In principle, the SEC has the authority to enforce laws and regulations The SEC is mainly empowered and regulated under the SRC
Regulators in Corporations
Philippine Stock exchange (PSE)
In June 1998, the SEC granted SRO status to PSE, allowing it to impose rules as well as implement penalties on erring trading participants and listed companies.
Regulators in Corporations
Bangko Sentral ng Pilipinas (BSP)
It provides policy direction in the areas of money, banking, and credit. It supervises operations of banks and exercises regulatory powers over non-bank financial institutions with quasi-banking functions.
Regulators in Corporations
Courts
Courts of general jurisdiction or the designated RTC have jurisdiction over all cases involving corporate disputes. The Supreme Court has designated certain RTCs in all judicial districts to handle cases involving corporate disputes.
Corporate Liability
it determines the extent to which a corporation as a legal person can be liable for the acts and omissions of the natural persons it employs.
Imprisonment
Fines
Community service orders
Criminal law
Represents formal public disapproval and condemnation because of the failure to abide by the generally accepted social norms, codified into the criminal law. Justifies more severe penalties because it is necessary to overcome the higher burden of proof to establish criminal liability.
The theoretical value of punishment is that the offender feels shame, guilt or remorse, emotional responses to a conviction that a fictitious person cannot feel.
If a state turns too often to the criminal law, it discourages selfregulation and may cause friction between any regulatory agencies and businesses that they are to regulate.
Civil law
With the lower burden of proof and better case management tools. But there is little moral condemnation and no real deterrent effect.
Civil Liability
The Supreme Court held in this case that a corporation is civilly liable in the same manner as natural persons for torts.
Criminal Liability
The Corporation Code of the Philippines specifically states in Section 144 the criminal penalties for violations of any of the provisions of the Corporation Code and the penalties include;
fine of not less than PHP1,000 but not more than PHP10,000 Or imprisonment for not less than 30 days but not more than five years. Or both, at the discretion of the court.
Sarbanes Oxley Act Establishes new standards for Corporate Boards and Audit Committees Sarbanes Oxley Act Establishes new accountability standards and criminal penalties for Corporate Management Sarbanes Oxley Act Establishes new independence standards for External Auditors Sarbanes Oxley Act Establishes a Public Company Accounting Oversight Board (PCAOB) under the Security and Exchange Commission (SEC) to oversee public accounting firms and issue accounting standards. Restore public confidence in the nations capital markets by strengthening corporate accounting controls. The act also covers issues such as auditor independence, corporate governance, internal control assessment, and enhanced financial disclosure.
A variety of complex factors created the conditions and culture in which a series of large corporate frauds occurred between 2000-2002. The spectacular, highly-publicized frauds at Enron WorldCom, and Tyco exposed significant problems with conflicts of interest and incentive compensation practices. The analysis of their complex and contentious root causes contributed to the passage of SOX in 2002.
The hearings produced remarkable consensus on the nature of the problems: inadequate oversight of accountants, lack of auditor independence, weak corporate governance procedures, stock analysts' conflict of interests, inadequate disclosure provisions, and grossly inadequate funding of the Securities and Exchange Commission.
interest
Boardroom failures
Securities analysts'
conflicts of interest
Inadequate
Banking practices
Internet
bubble
Executive compensation
Corporate Responsibility
5.5 Gatekeeper and access to capital: Auditors; Investment Banker; Rating Agencies; Exchange, The Financial Press
Gatekeeper
A gatekeeper is defined as someone who controls access to something. It also refers to individuals who decide whether a given message will be distributed by a mass medium.
Auditors
Auditors prepare, analyze, and verify financial documents, accounting records, and operating procedures in order to determine the financial status of an establishment and provide information to clients.
Internal auditors
Internal auditors work for one firm or business. Serving as consultants to management and the directors, auditors assist management by examining and evaluating the activities of the firm.
External auditors
An external auditor is an audit professional who performs an audit on the financial statements of a company, government, individual, or any other legal entity or organization, and who is independent of the entity being audited.
Investment Banker
Investment Banker is financial institutions and individuals who assist companies in raising capital, often through a private placement or public offering of company stock. Sometimes investment bankers are referred to as brokers or deal makers.
Transaction Facilitator
Rating Agencies
Rating Agencies is a company that investigates the creditworthiness of companies and governments and assigns ratings to their securities, especially their bonds. Rating agencies perform this service in exchange for a fee.
Corporate Governance
- is the set of processes, customs, policies, laws, and institutions affecting the way a corporation is directed, administered or controlled.
Rights and equitable treatment of shareholders Interests of other stakeholders Role and responsibilities of the board Integrity and ethical behavior Disclosure and transparency
Foreign Investment
Investment by citizens and government of one country in industries of another; also investment within a country by foreigners.
Company Specific
Property Rights Strong Legal & Political Institutions Consistent Government Macroeconomic and Fiscal Policy
Good Strategy
Market Dominance Strong Cash Generation Capital Appreciation
Profit/dividend Repatriation
Predictability
Participation Transparency
Accountability
Macro level
Firm level
Figures source: Inflows of FDI to Developing Countries, UNCTAD, World Investment Report 2006.
Competitiveness Sound governance shows investors a high level of potential for success in a company. Good governance makes a company visible in the domestic and international market. A better allocation of capital overtime, and hence higher productivity and growth. Increased ability of companies to raise funds overseas and compete internationally.
References:
http://www.businessdictionary.com/definition/manager.html
www.ehow.com/manager-duties
http://en.wikipedia.org/wiki/Managers#Basic_functions_of_management http://career.qandas.com/jobs/what-are-the-job-duties-of-a-manager.html http://career.qandas.com/jobs/what-is-a-manager.html http://www.cliffsnotes.com/study_guide/topicArticleId-8944,articleId-8848.html http://www.thefilipinoentrepreneur.com/2007/08/04/a-managersresponsibilities.htm
http://www.about-personal-growth.com/managers.html