Atlantis

Atlantis is the subject of a legend about an advanced island civilization that was destroyed or lost. I believe Atantis is located in Bolivia based on historical evidence, advanaced architecture, advanced adimttance to road systems, and clues found in the text Critias written by the ancient Greek philospher Plato. The historical evidence in Bolivia and Atalantis match up because both civilizations were wealth, and had advanced architectual buildings. â€Å"There is historical evidence they usesd advances architectural and agricultural techniques†¦ (http://boliviabella. com/history. html). In Critias:†Ã¢â‚¬ ¦ they had such an amount of wealth†¦ and they were furnished with everything which they needed,both in the city and country†(paragraph 14). Having a great amount of wealth means the city was ran under a ruler that controlled the city, which had advanced more then other civilizations due to the amount of control the ruler had. The wealth of Atantis and Bolivia are a factor to its architecture. Both civilizations had similar advanced architecture from the materials the building were built from. In Critias:†All the outside of the temple, with the exception of the pinnacles, they covered with silver, and the pinnacles with gold†(paragraph 16). â€Å"Modern satellite mapping shows the plain, now called the Altiplano to be of rectangular configuration, perfectly level, enclosed on all sides by mountains and these mountains contained the metals which Plato told us about, namely gold, silver, copper, tin and the mysterious Orichalcum† (an alloy of gold and copper which occurs only in the Andes) and which Plato said were used to plate the walls of the circular city. The words â€Å"Atl† and â€Å"Antis† are themselves of native America origins meaning â€Å"water† and â€Å"copper† respectively and the plain is subject to earthquakes and floods such as Plato said sank the city in a single day and night of rainfall†(http://www. atlantisbolivia. org/atlantisboliviapart1. htm). The two qoutes show that both had acces to the same materials that were used for various reasons like architecture. The civilaztion was so advanced that they had a road stystem and other things we use today like bridges. â€Å"They created a system of roads,aqueducts and hanging bridges, some of which still exist today†(http://www. oliviabella. com/history. html). In Critias:†First of all they bridged over the zones of sea which surrounded the ancient metropolis, making a road to and from the royal palace†(paragraph 15). This qoute proves that Atlantis had bridges and roads which Bolivia also had early on in their civilazation. In conclusion, I believe that Atlantis is located in Bolivia based on historical evidence, advanced architecture, and advanced admittance to road systems. Clues provided by Plato in Critias his historical account of Atlantis were also found in Bolivia, that helped me lead to the conclusion that Bolivia is where Atlantis existed.

Behaviour in the Classroom Essay

Everybody shall: use properly and carefully the school facilities, classrooms, wood and metalwork, fittings, furniture and things made available to us, as well as ours and our teacher’s and class-mates’, at all times; and bring to class the material needed (coursebooks, hand-outs, homework done, white sheets of paper, a plastic folder and something to write with) and have it out on the desk, ready to start working, as soon as the teacher goes into the classroom. No other material shall be on or in the desk. If you forgot to bring in any of the things needed, you must ask someone to share hers with you before the teacher gets in. Those who aren’t ready and haven’t done their homework are given a written assignment and dismissed. If the majority haven’t done it, they will do it on their own and expect a question about it on the next exam. PARTICIPANTS will either – speak, when the teacher chairing the meeting asks to do so, after raising one’s hand up, doing it in a polite way (not judging -‘That is .. ‘-, but expressing personal reactions and reasons -‘I agree/disagree with that opinion because †¦ ‘-), in a low voice, without fear nor shame, to truly (not hiding one’s contradictions, handicaps and mistakes and getting rid of the masks and disguises) ask for clarification or say something that has to do with the matter dealt with (relevant) as clearly and briefly as possible, based on the notes taken while listening; – be silent (mouths closed), listening actively (ears open, eyes looking to the person speaking or the text read and with the mind focused on understanding what it is being said and, then, thinking further meanings of it like: Do I agree? What are the reasons that base it? Does it explain anything? What details and nuances should be taken into account? Can I think of an example? ) and taking notes on the interesting ideas said and on one’s own doubts, questions and visions; – be with one’s hand up and silently miming or gesturing the answer to a question made; or – nod to show agreement with the person speaking. In PAIR & GROUP work, voices shall lower & everybody will speak taking turns clockwise.

Competition Bikes, Inc. is engaged in the business of manufacturing Coursework

Competition Bikes, Inc. is engaged in the business of manufacturing bicycles. Summary Report - Coursework Example There are various techniques which can be utilized to evaluate the information present in the financial statements of a company. Some of the commonly used techniques are horizontal analysis, vertical analysis, trend analysis and ratio analysis. All these analyses have been performed for the Competition Bikes, Inc. taking into account the income statements and the balance sheets of the company for the past three years. Horizontal analysis of the financial statements is generally done to compare the performance levels within the company for a given period of time (Weygandt, Kimmel, & Kieso, 2009, p. 647). Horizontal analysis of Competition Bikes, Inc. that has been presented in the case would facilitate comparative analysis of the amounts as well as percentage increase or decrease of each of the related items in its income statements and balance sheets (Warren, 2008, p. 306). It would thus help to identify and understand the operational weaknesses and strengths of the company. As evide nt from the horizontal analysis of the income statements of Competition Bikes, Inc., there has been an 81.6% decline in its net income in the year 2008 as compared to 2007 which is quite significant. This decline in net earnings of the company is mostly attributed towards the 15% decline in its net sales in 2008 as compared to 2007 because of the current economic scenario which is going through a downturn. A 15% decline in sales value implies that the cost of goods sold and the variable expenses directly related to the sales output would also decline correspondingly. This fact is evident from the 15% decline in the selling expense items like sales commissions, distribution network and transportation out. However, in spite of the reduction in sales, the utilities expenses of the company increased by $15,000 in 2008 which is around 11.1% rise when compared with the year 2007. In the year 2007, when the net sales of the company increased by 33.3%, the corresponding increase in its util ities expense was only 3.8% as compared to 2006. Hence, this is a major area of concern and a potential weakness of the company of not being able to cut down on its utility expenses even with the reduction in sales volume. However, the company managed to reduce its research and development costs by 16.3% in the year 2008. This can be regarded as one of the potential strength of the company of being able to reduce its operational costs related to its research and development activities significantly in the year 2008. As regards the general and administration costs incurred by the company, it did not manage to reduce it in spite of the decline in sales value in 2009. These facts suggest that the company management was inefficient in managing its resources effectively and efficiently to help in bringing down its operational costs significantly to compensate for the decline in sales because of the recent downturn in the economy. Next if we look at the horizontal analysis of the balance sheets of the company for the past three years, it is observable that the current assets of the company in the form of cash and cash equivalents increased by around 275.4% in 2008 as compared to the year 2007 which is quite significant. The work in process remained same for the year 2008 when compared to 2007. It is noteworthy mentioning the fact that previously the work in process inventory increased

Critically evaluate the effectiveness of the new actors in employment Essay

Critically evaluate the effectiveness of the new actors in employment relations in providing a viable alternative to employee representation - Essay Example They also have been ensuring there is equity among employees and efficiency to show fairness in the running of organisations (Rasmussen, 2005). Some of the old actors in employment relations include national unions especially the labour unions and the state`s government. Due to the failure of effectiveness of these actors, new actors have emerged who are relevant and effectively fight for the employees’ rights. The new actors include non-union bodies such as; company councils, works councils, consultative councils/committees (CCs), joint consultative committees (JCCs), staff associations and independent organisations such as; NGOs, HR consultancy firms, employment agencies, chaplains, health advisors and trainers, Citizens’ advice bureaus, global union federations, employment arbitrators, grassroots activists, social movements and counsellors. This essay henceforth evaluates the effectiveness of these new actors in employment relations in providing a viable alternative to employee`s representation. The new actors in employment relations are mostly comprised of non-union employee`s representation bodies and some independent organisations all with the aim of fighting for the employee`s rights and interests (â€Å"Employment Relationship†, 2011). Non-union bodies refer to those employees who do not belong to any labour unions. They have emerged due to the inadequacy of the labour unions to handle employees grievances effectively and failing to represent them properly. The company councils, works councils, consultative councils/committees (CCs), Joint Consultative Committees (JCCs), staff associations NGOs, consultancy firms, employment arbitrators and activists are some of non-union bodies who have shown interests in the fight for employee rights and interests in their workplaces. These new actors have come up with new ways of handling employee`s grievances and negotiating with their employers to the

Globalization Photo and Statement Assignment Example | Topics and Well Written Essays - 250 words

Globalization Photo and Statement - Assignment Example In economics, globalization is essentially the convergence of prices, rates of interest, product wages and profits. The mentioned are directed towards developed country norms on the role of international trade, human migration, and integration of financial markets and movement of capital. The International Monetary Fund has noted the growing economic independence of many countries through the through the steady increase in volume and variety in the cross-border transactions. It has also noted the economic independence through free international capital flows as well as the rapid and widespread diffusion of technology. Those supporting free trade point out that advantage suggest that comparative trade mostly leads to efficient allocation of resources. The trade therefore benefits generally leading to lower prices, more employment and higher living standards (Schaeffer

Strategy analysis Essay Example | Topics and Well Written Essays - 2000 words

Strategy analysis - Essay Example The two giant American companies haven't stopped although their basic cola markets have leveled off in the world and now in the current year they still stand to battle against each other. Thus, Cola wars still continue and the market can still expect some new products from the companies in the beverage market. The cola wars began in the 1950's when Alfred Steele the former Coke marketing executive was made the executive at Pepsi. Steele came up with the strategy "Beat Coke" that focused on take-home sales through supermarkets. Pepsi focused on family consumption so they came up with a 26-oz bottle. Thus after the 2nd world war, Pepsi's growth took a straight shot ahead as supermarkets began to increase in the country. CEO of Pepsi Donald Kendall launched a marketing campaign "Pepsi Generation" that targeted the youth of the nation or people young at heart. This helped Pepsi to squeeze Cokes lead to a 2-to-1 margin. Pepsi also worked with its bottlers to improve plants and store facilities. Thus, Pepsi's bottlers were greater than Cokes during 1970. Plus Pepsi sold concentrate to its bottlers at a price that was 20% lower than that of Coke. In 1960's the two companies decided to experiment with new cola and non-cola brands and also new packaging ideas. Thus Coke launched Fanta, Sprite and low calorie cola Tab. Pepsi launched Teem, Mountain Dew and Diet Pepsi. The companies introduced non-returnable glass bottles simultaneously and also 12-oz metal cans that were a huge hit since they are convenient, light and trendier. The companies also plunged into the non-CSD market that included juices, coffee, tea, hot chocolate and water. The flooded the beverage market. Coke bought Minute Maid (fruit juice), Duncan foods (coffee, tea, hot chocolate) and Belmont Springs Water. Whereas, in 1965 Pepsi merged with snack-food giant Frito-Lay in order to form Pepsi Co. Coca Cola's advertising strategy focused on showing that its product is better than the competitors. Coke focused on the overseas market during this period with the assumption that the domestic market has saturated and Pepsi competed with Coke in the domestic market and managed to double its share in the United States between 1950 and 1970. In 1974 Pepsi launched the "Pepsi Challenge" in Dallas, Texas where Coke was l argest selling brand. They began differentiate with Coke with blind taste tests to ensure that people liked the taste of Pepsi more than any other cola. This strategy worked and sales shot up in Dallas. Then Pepsi launched thin campaign nationwide. Coke retaliated with retail price cuts, rebates, and advertisements that questioned the blind tests validity. But Pepsi challenge managed to win Coke's market share. In 1979, Pepsi sales increased more than Coke sales for the first time through retail outlets with a 1.4 share point lead. Coke then renegotiated its franchise bottling contract in order to achieve flexibility in pricing the concentrate and syrups. Its bottlers approved the contract on a condition that was fulfilled and Coke came side by side with Pepsi in the market. Then Coke announced a price increase in concentrate and

Motivation in the Work place Dissertation Example | Topics and Well Written Essays - 9000 words

Motivation in the Work place - Dissertation Example This further enhances the challenge that organizations face. With the aim to ascertain how motivation affects the performance of employees in the workplace, three objectives and several research questions were presented in Chapter I. Based on a quality study comprising of secondary data, all the study objectives have been achieved. The study finds that the primary motivation factors continue to be financial incentives regardless of age and sector. However, once the basic needs are satisfied, individuals differ across their needs and consequently, motivation and thereby performance. This is where managerial competence is required. The study also finds that managers themselves are either ill-equipped or not satisfied with the motivation they receive. Nevertheless, they try to apply the same motivation techniques with their subordinates, which they themselves aspire. These include autonomy, authority in decision making and transparency. The study also finds that linking financial incent ives to performance usually do not work and other reinforcing factors such as appreciation, recognition, challenging assignments and clarity of job role have a role to play in positively impacting employee performance. In addition, effective communication, involvement, higher expectations motivate and lead to higher performance. Training is also critical to motivation and consequently employee performance. Transformational leadership has been identified as critical to managing employee motivation. The study concludes that motivation would differ across sectors and industries; it would also differ across individuals and their level of maturity. Therefore, there cannot be predefined motivation tools and techniques. However, managers would need to evaluate individual needs, talent and what drives them to enhance their performance. The study finds a definite correlation between motivation and employee performance. However, financial incentives are superior to other forms of incentives i n the beginning of an individual’s career. It is therefore recommended that managers should focus on individual employee needs and motivation. Effective communication, transparency, employee involvement, sharing of information and honesty could help managers understand employee needs and implement the most suitable motivation technique. Table of Contents Chapter I Introduction 1.1 Background

Final reflection Essay Example | Topics and Well Written Essays - 1000 words - 1

Final reflection - Essay Example Through the various lessons that we have undertaken in class, especially those focusing on the images and viewer meaning, have all contributed to my ability to visually communicate successfully. Not only have I had the opportunity to improve my visual communication skills, I have also learnt the various factors that lead to poor visual communication, perception and meaning of what we see are the major factors. Visually, I can analyse anything that I see from different perspectives and later make a conclusion. Earlier, I used to make conclusions without going through the analysing process. Subsequently, I made numerous mistakes in most of my decisions. However, being a visually literate person, I make decisions without any fear or worry of making mistakes. Thus, I am more confident, surer and more decisive when am making my decisions from visual communication. Art is emotional and sentimental, as I have come to realize from the various classes that we have taken. The purpose of art is diverse and has a broad meaning. Not only is art a form of entertainment, it is also a form of communication that artists use to convey different messages to the audience. Artists use art to communicate on different social issues and problems generally affecting the society. Art influences our thinking and reasoning about life. Personally, I perceive art as a method in which artists use to educate people on important issues affecting the society. Moreover, I have come to realize that art takes many forms, not just the cultural art or art by a certain group of people. Media is a form of art in the post modernism era. However, there is a rift in the reasoning behind the modern and post modernism forms of art. While postmodern art holds that all stances are unstable and insincere, and therefore irony, parody, and humour, by critique or revision prevails, the modern art thinks otherwise. As such, many events happening around us incorporate the use of art, especially in advertising and explaining consumer behaviour and character. For an advert to be captivating, it should be creative and attractive. Beauty is attractive and captures the attention of the people. Through this understanding, businesses provide beautiful commodities to people especially those that capture their attention for the purpose of ma king a sale. Thus, even in the modern world, the art is still alive, only that this time, its application falls in different categories than in the past. Throughout the class, I came to realize several things that I was not aware about in the past. Although initially they appeared obvious, the reality in them did not occur to me until after taking the class. It was during the topic on â€Å"the experience of looking† that I experienced a break-through moment in my artistic abilities as well as visual communication. The different concepts learned in the class were a form of revelation that I did not have in the past. Positivism as I realized assumes that me aning exists out in the world, independent of our feelings, attitudes, or beliefs about them. Positivism holds that only the scientific knowledge is genuine knowledge, while other views are simply some forms of suspicion. Moreover, the empirical truths of experience of loo

Business Communications Assignment Example | Topics and Well Written Essays - 750 words

Business Communications - Assignment Example Requirements include: Bachelors Degree in Accounting/Finance; Sound knowledge of accounting policies and procedures and of basic financial techniques for planning, forecasting, and related analyses; Strong analytical skills required; CPA a plus. To apply for this exciting position, please contact me at timothy.ponzio@parkerlynch.com Job Experience: 1-3 Years http://jobview.monster.com/Financial-Analyst-Team-Environment-Job-Parsippany-NJ-US-112781073.aspx The job is appealing because it is totally related to my interest. I want to build my career in the research. The job posting and the requirements are interesting and can help me build my career in the financial market. Additionally it is the job posting of Parker & Lynch, which is located in New Jersey. The NJ is considered as one of the most appealing place of the world to build career in finance. Moreover, Parker & Lynch is a firm totally focused in financial services. Therefore, it is more convincing and appealing to work with hi ghly professional financial analysts that can help me learn a lot regarding the Financial Market. Cover Letter: Dear Sir/Madam, I’m a candidate for Level-III June-13 Chartered Financial Analyst (CFA) program from CFA Institute, Virginia, USA. I've fairly detailed understanding of professional and ethical standards regarding investment management. I’ve done MBA (Finance) from highly recognized University. During my studies my core modules were Financial Statement Analysis, Corporate Finance, and Fixed Income, Portfolio Management, Quantitative Techniques, Equity, Money Market and Capital Market. I grasped a holistic view of the functions and practice of the financial planning. I have got deep attention to detail and that always helps me in all my analytical tasks. I am fully focused on my career. I am looking for a job that gives me a space to accomplish meaningful and worthy achievements for the company in such a way that I can also grow along with the organizational o utcomes. I have a crystal clear vision about my possible placement and that is achieving quick results individually and as a part of a team. I have got good ability to interpret situations and I am strongly focused on activities that generate value to the company and its customers. This is a brief overview of my studies, my professional experience & personality. I hope if given a chance, I will definitely be an asset for your Institution. Looking forward to hearing you soon. Kind Regards; XYZ. xyz@yahoo.com Curriculum Vitae ABC Address: Tel: Email: Objective education work experience Uiversity Projects other skills INTErests rEFERENCES To obtain a distinct position in the global financial industry where I can play my role in analysing financial instruments and get to the top while enhancing my analytical skills. CFA Level III Candidate MBA Finance MTO at an Investment Boutique Intern at Walls Fargo Work Cited "Financial Analyst/ Team Environment Jobs in Parsippany, New Jersey - Park er & Lynch

Case study Essay Example | Topics and Well Written Essays - 750 words - 9

Case study - Essay Example This may have been due to the personal relationships he had with them or a more secure way to protect his power. However continental AG did not appreciate this from Gruenberg, they became suspicious and feared he was not on there side, rather more, a traitor. This conflict if seen from continental’sside is a breach of ethical business conduct. Loyalty to ones organization and building trust for those you work for is one of the major stems of business ethics. To cover up and improve relations with Continental AG, Schaeffler offered new concepts and ideas on how they can, together, become more powerful and profitable. Schaeffler needed to satisfy the board of AG to further negotiate as this approval was necessary. Schaeffler made offers to support the continental AG in financial matters, Continental AG did keep negotiations very tight in the beginning and seemed very reluctant, but there sudden offer of shares came as a surprise to everyone. Continental had predicted the downfall of the automobile industry and it was in their interest to offer the shares to Schaeffler, it can be considered as a rather smart move. The new CEO K T Neumann unwisely made a statement which led to dropping in share prices; this announcement was solely made for the personal benefit of his own as he had already begun seeking a position elsewhere. This again can be seen as a breach of business ethics. From the above two examples we can see that people in this organization were merely seeking their own benefit and power. There is no sense of responsibility or morals when it comes to switching sides in business politics. Von Gruenberg, the chairman of the supervisory board, who was initially suspected of favoring the Schaeffler suddenly considers them to lead to a debt burden, this sudden change of attitude is termed as sabotage, as the Schaeffler were no t expecting it. There were various conflicts when it came to choosing

Professional Studies Essay Example for Free

Professional Studies Essay The word ethics originates from the Greek term ethos. Ethos means customs, habitual usage, conduct, and character. The study of ethics has led to establishing key nursing principles such as, autonomy, beneficence, nonmaleficence, justice, veracity, confidentiality, accountability and fidelity. These key principles help nurses deal with ethical or legal dilemmas. Ethics help by identifying standards, create a framework for ethical dilemmas and maintain human rights, and ethical values. Ethics help to make nurse practice safe, but also promote a positive outcome for the patient. This essay explores and identifys legal and ethical issues, from a case study, that nurses are faced with every day. The Code of Ethics for Nurses in Australia was first developed in 1993 under the auspices of the Australian Nursing Council Inc. , Royal College of Nursing, Australia and the Australian Nursing Federation. In 2000 these peak organisations agreed to undertake a joint project to review the Code of Ethics. The Code of Ethics is supported by the Code of Professional Conduct for Nurses in Australia. While the Code of Ethics focuses on the ethics and ideals of the profession, the Code of Professional Conduct identifies the minimum requirements for practice in the profession, and focuses on the clarification of professional misconduct and unprofessional conduct. The two Codes, together with published practice standards, provide a framework for nursing. Individuals have the right to make decisions related to their own health care, based on accurate and complete information given by health care providers. Nurses must be satisfied that they have the person’s consent for any care or treatment they are providing. If individuals are not able to provide consent for themselves, nurses have a role in ensuring that valid consent is obtained from the appropriate substitute decision- maker. Nurses have a responsibility to inform people about the nursing care that is available to them, and people are entitled morally to accept or reject such care. Nurses have a responsibility to respect the decisions made by each individual. his principle states that an ethical theory should allow people to reign over themselves and to be able to make decisions that apply to their lives. This means that people should have control over their lives as much as possible because they are the only people who completely understand their chosen type of lifestyle. Each man deserves respect because only he has had those exact life experiences and understands his emotions, motivations and body in such an intimate manner. In essence, this ethical principle is an extension of the ethical principle of beneficence because a person who is independent usually prefers to have control over his life experiences in order to obtain the lifestyle that he enjoys The principle of beneficence guides the ethical theory to do what is good. This priority to do good makes an ethical perspective and possible solution to an ethical dilemma acceptable. This principle is also related to the principle of utility, which states that we should attempt generate the largest ratio of good over evil possible in the world (2). This principle stipulates that ethical theories should strive to achieve the greatest amount of good because people benefit from the most good. This principle is mainly associated with the utilitarian ethical theory found in the following section of this paper. An example of doing good is found in the practice of medicine in which the health of an individual is bettered by treatment from a physician (1,2).

The Impact Of Living With Chronic Illness Social Work Essay

The Impact Of Living With Chronic Illness Social Work Essay Families and individuals have to overcome new challenges due to disability and chronic illness. Families have suffer financial burden related to providing health facilities, education and buying appropriate equipment for the disabled or chronically ill member of the family. Some times house needs to modified to accommodate the needs of affected individual. Sometimes families and affected individuals get financial help from social services but getting the whole procedure and paper work done puts an extra burden while caring for the affected family member. Sometimes the situation is more worse when affected families and individuals suffer because they are unaware of the facilities and help they can get from government institutes Stress: Caring for the affected member of the family on daily basis puts family members under constant stress, anxiety, and depression and also physical fatigue. Family members and the affected individual become uncertain about the future. The affected individual also suffers from the frustration of disability and losing function. Gender: Disability affects family members differently- female family members tend to be more considerate and affectionate towards the affected person while male family members tend to provide financial support. Most families who are responsible for the care of disabled/chronically ill members of the family find this division of labour according to gender an easy way to manage and cope with challenges. Gender also affects disabled individual- female and male individual show different attitudes towards physical disability or chronic illness/pain. Women do not feel comfortable outside their home anf find it dangerous while men tend to adapt to their reduced function and still tend to be as functional as is possible. Disabled females tend to be more dependent on family and friends compared to disabled males. Relationships: Often relatioships change their meanings within the family responsible to care for a disabled member. The person who is mainly responsible for the care/ entertainment/ diet and necessities of the disabled person tends to take more important position in the family and the rest of the family becomes less involved in decision making. If a mother is more involved in the care of a disabled child this can lead to father being less involved in the care responsibilities and tend to indulge himself more in work or activities outside home- this can sometimes lead to conflicts within the families with one member feeling overburdened. Lifestyle: Most of the resources (money, time etc) of a family with a disabled member are spent in the care of the disabled leading to an overall lower quality of life. Families have to give up entertainment plans such as holidays due to lack of resources, facilities and extra responsibility of care. Friends, neighbors, and people in the community may react negatively to the disability by avoidance, disparaging remarks or looks, or overt efforts to exclude people with disabilities and their families. Despite the passage of the Americans with Disabilities Act in 1990, many communities still lack programs, facilities, and resources that allow for the full inclusion of persons with disabilities. Families often report that the person with the disability is not a major burden for them. The burden comes from dealing with people in the community whose attitudes and behaviors are judgmental, stigmatizing, and rejecting of the disabled individual and his or her family (Knoll 1992; Turnbull et al. 1993). Family members report that these negative attitudes and behaviors often are characteristic of their friends, relatives, and service providers as well as strangers (Patterson and Leonard 1994). Social stigma: Families with disabled member and disabled individual themselves feel isolated from the society. Friends, neighbours and other family might not play their supportive role effectively Overall, stress from these added demands of disability in family life can negatively affect the health and functioning of family members (Patterson 1988; Varni and Wallander 1988). Numerous studies report that there is all increased risk of psychological and behavioral symptoms in the family members of persons with disabilities (Cadman et al. 1987; Singer and Powers 1993; Vance, Fazan, and Satterwhite 1980). However, even though disability increases the risk for these problems, most adults and children who have a member with a disability do not show psychological or behavioral problems. They have found ways to cope with this added stress in their lives. Increasingly, the literature on families and disabilities emphasizes this adaptive capacity of families. It has been called family resilience (Patterson 1991b; Singer and Powers 1993; Turnbull et al. 1993). Many families actually report that the presence of disability has strengthened them as a family-they become closer, more acceptin g of others, have deeper faith, discover new friends, develop greater respect for life, improve their sense of mastery, and so on. While there are many commonalities regarding the impact of disabilities on families, other factors lead to variability in the impact of disability on the family. Included in these factors are the type of disability, which member of the family gets the disability, and the age of onset of the disability. Disabilities vary along several dimensions, including the degree and type of incapacitation (sensory, motor, or cognitive); the degree of visibility of the disability; whether the course of the condition is constant, relapsing, or progressive; the prognosis or life expectancy of the person; the amount of pain or other symptoms experienced; and the amount of care or treatment required. John Rolland (1994) has outlined a typology of chronic conditions based on some of these factors and has described the psychosocial impact on families based on these factors. His argument, and that of several others (Perrin et al. 1993; Stein et al. 1993), is that the variability in the psychosocial impact of chronic conditions is related more to characteristics of the condition than to the diagnosis per se. Consider the course of the condition. When it is progressive (such as degenerative arthritis or dementia), the symptomatic person may become increasingly less functional. The family is faced with increasing caretaking demands, uncertainty about the degree of dependency and what living arrangement is best, as well as grieving continuous loss. These families need to readjust continuously to the increasing strain and must be willing to find and utilize outside resources. If a condition has a relapsing course (such as epilepsy or cancer in remission), the ongoing care may be less, but a family needs to be able to reorganize itself quickly and mobilize resources when the condition flares up. They must be able to move from normalcy to crisis alert rapidly. An accumulation of these dramatic transitions can exhaust a family. Disabilities with a constant course (such as a spinal cord injury) require major reorganization of the family at the outset and then perseverance and stamina for a long time. While these families can plan, knowing what is ahead, limited community resources to help them may lead to exhaustion. Disabilities where mental ability is limited seem to be more difficult for families to cope with (Breslau 1993; Cole and Reiss 1993; Holroyd and Guthrie 1986). This may be due to greater dependency requiring more vigilance by family members, or because it limits the persons ability to take on responsible roles, and perhaps limits the possibilities for independent living. If the mental impairment is severe, it may create an extra kind of strain for families because the person is physically present in the family but mentally absent. This kind of incongruence between physical presence and psychological presence has been called boundary ambiguity (Boss 1993). Boundary ambiguity means that it is not entirely clear to family members whether the person (with the disability in this case) is part of the family or not because the person is there in some ways but not in others. Generally, families experience more distress when situations are ambiguous or unclear because they do not know what to expect and may have a harder time planning the roles of other family members to accommodate this uncertainty. In addition to cognitive impairment, other characteristics of disabilities can create ambiguity and uncertainty for families. For example, an uncertain life expectancy makes it difficult to plan future life roles, to anticipate costs of care, or to make decisions about the best living arrangements for adults requiring assistance in the activities of daily living. For example, from 1970 to 1991, survival for children with cystic fibrosis increased 700 percent, to a life expectancy of twenty-six years in the United States (Fitzsimmons 1991). These young adults now face difficult family decisions, such as whether to marry and whether to have children. In more extreme cases related to severe medical conditions, persons may have their lives extended by using advances in biomedical science and technology. When this happens, families can be faced with very difficult decisions about what techniques and equipment should be used, for how long, with what expected gains, at what cost, and so on. Society is facing new issues in biomedical ethics, but there is no social consensus about how aggressively to intervene and under what circumstances. Family members who bear the emotional burden of these decisions do not always agree on a course of action and, furthermore, may be blocked by hospitals and courts from carrying out a particular course of action. While these kinds of cases may not yet be widespread, they have sparked intense debate and raised the consciousness of many families about issues they may face. In addition to type of impairment, there is variability in the severity of impairment. The degree to which a person with disability is limited in doing activities or functions of daily living (e.g., walking, feeding oneself, and toileting) can be assessed and is called functional status. The lower the persons functional status, the more assistance he or she will need from other people and/or from equipment and devices. Family members are a primary source of this needed assistance (Biegel, Sales, and Schulz 1991; Stone and Kemper 1989). Providing this assistance can create a burden for family caregivers, which may result in physical or psychological symptoms of poor health. For example, parents, especially mothers, experience more depression when their children with disabilities have lower functional status (Patterson, Leonard, and Titus 1992; Singer et al. 1993). For elderly caregivers, physical strain may be a limiting factor in how much and for how long assistance can be provided f or the disabled individual (Blackburn 1988). The age of the person when the disability emerges is associated with different impacts on the family and on the familys life course, as well as on the course of development for the person with disability (Eisenberg, Sutkin, and Jansen 1984). When conditions emerge in late adulthood, in some ways this is normative and more expectable. Psychologically it is usually less disruptive to the family. When disability occurs earlier in a persons life, this is out of phase with what is considered normative, and the impact on the course of development for the person and the family is greater. More adjustments have to be made and for longer periods of time. When the condition is present from birth, the childs life and identity are shaped around the disability. In some ways it may be easier for a child and his or her family to adjust to never having certain functional abilities than to a sudden loss of abilities later. For example, a child with spina bifida from birth will adapt differently than a child who suddenly becomes a paraplegic in adolescence due to an injury. The age of the parents when a childs disability is diagnosed is also an important consideration in how the family responds. For example, teenage parents are at greater risk for experiencing poor adaptation because their own developmental needs are still prominent, and they are less likely to have the maturity and resources to cope with the added demands of the child. For older parents there is greater risk of having a child with certain disabilities, such as Down syndrome. Older parents may lack the stamina for the extra burden of care required, and they may fear their own mortality and be concerned about who will care for their child when they die. The course of the childs physical, psychological, and social development will forever be altered by the chronic condition. Since development proceeds sequentially, and since relative success at mastering the tasks of one stage is a prerequisite for facing the challenges of the next stage, one could anticipate that the earlier the onset, the greater the adverse impact on development (Eisenberg, Sutkin, and Jansen 1984). There are many ways in which the accomplishment of development tasks is complicated for persons with disabilities. This, in turn, has an effect on their families as well as on which family roles can be assumed by the person with disability (Perrin and Gerrity 1984). For example, in infancy, disability may frighten parents, or the infant may be unresponsive to their nurturing efforts such that attachment and bonding necessary for the development of trust are compromised. The parent may feel inadequate as a caregiver, and parenting competence is undermined. For a toddler, active exploration of the social environment, needed to develop a sense of autonomy and self-control, may be restricted because of the childs motor, sensory, or cognitive deficits. Parents, fearing injury or more damage to their young child, may restrict their childs efforts to explore and learn, or they may overindulge the child out of sympathy or guilt. If other people react negatively to the childs disability, pare nts may try to compensate by being overly protective or overly solicitous. These parent behaviors further compromise the childs development of autonomy and self-control. As children with disabilities move into school environments where they interact with teachers and peers, they may experience difficulties mastering tasks and developing social skills and competencies. Although schools are mandated to provide special education programs for children in the least restrictive environment and to maximize integration, there is still considerable variability in how effectively schools do this. Barriers include inadequate financing for special education; inadequately trained school personnel; and, very often, attitudinal barriers of other children and staff that compromise full inclusion for students with disabilities. Parents of children with disabilities may experience a whole set of added challenges in assuring their childrens educational rights. In some instances, conflict with schools and other service providers can become a major source of strain for families (Walker and Singer 1993). In other cases, school programs are a major resource for families. Developmental tasks of adolescence- developing an identity and developing greater autonomy-are particularly difficult when the adolescent has a disability. Part of this process for most adolescents generally involves some risk-taking behaviors, such as smoking and drinking. Adolescents with disabilities take risks too, sometimes defying treatment and procedures related to their condition, such as skipping medications or changing a prescribed diet. Issues related to sexuality may be particularly difficult because the person with disability has fears about his or her desirability to a partner, sexual performance, and worries about ever getting married or having children (Coupey and Cohen 1984). There is some evidence that girls may be at greater risk for pregnancy because of their desire to disavow their disability and prove their normalcy (Holmes 1986). Teens with mental impairment may be subjected to sexual exploitation by others. When disability has its onset in young adulthood, the persons personal, family, and vocational plans for the future may be altered significantly. If the young adult has a partner where there is a long-term commitment, this relationship may be in jeopardy, particularly if the ability to enact adult roles as a sexual partner, parent, financial provider, or leisure partner are affected (Ireys and Burr 1984). When a couple has just begun to plan a future based on the assumption that both partners would be fully functional, they may find the adjustment to the disability too great to handle. The development of a relationship with a significant other  after  the disability is already present is more likely to lead to positive adjustment. Young adulthood is that critical transition from ones family of origin to creating a new family unit with a partner and possibly children. When disability occurs at this stage, the young adults parents may become the primary caregivers, encouraging or b ringing the young person home again. The risk is that the developmental course for the young adult and his or her parents may never get back on track. This is influenced in part by the extent to which there are independent living options for persons with disabilities to make use of in the community. When the onset of disability occurs to adults in their middle years, it is often associated with major disruption to career and family roles. Those roles are affected for the person with the disability as well as for other family members who have come to depend on him or her to fulfill those roles. Some kind of family reorganization of roles, rules, and routines is usually required. If the person has been employed, he or she may have to give up work and career entirely or perhaps make dramatic changes in amount and type of work. The family may face a major loss of income as well as a loss in health and other employee benefits. If the person is a parent, childrearing responsibilities may be altered significantly. The adult may have to switch from being the nurturer to being the nurtured. This may leave a major void in the family for someone to fill the nurturing role. If the person is a spouse, the dynamics of this relationship will change as one person is unable to perform as indepen dently as before. The partner with the disability may be treated like another child. The sexual relationship may change, plans for having more children may be abandoned, lifestyle and leisure may be altered. Some spouses feel that their marital contract has been violated, and they are unwilling to make the necessary adjustments. Children of a middle-aged adult with a disability also experience role shifts. Their own dependency and nurturing needs may be neglected. They may be expected to take on some adult roles, such as caring for younger children, doing household chores, or maybe even providing some income. How well the familys efforts at reorganization work depends ultimately on the familys ability to accommodate age-appropriate developmental needs. In families where there is more flexibility among the adults in assuming the different family roles, adjustment is likely to be better. The onset of disability in old age is more expectable as bodily functions deteriorate. This decline in physical function is often associated with more depression. An older person may live for many years needing assistance in daily living, and the choices of where to get that assistance are not always easily made. Spouses may be unable to meet the extra caretaking needs indefinitely as their own health and stamina decline (Blackburn 1988). Adult children are often in a position of deciding where their elderly parent or parents should live when they can no longer care for themselves. Having their parents move in with them or having them move to a nursing home or seniors residence are the most common options. However, each of these choices carries with it emotional, financial, and social costs to the elderly person as well as to his or her adult children. This responsibility for elderly parents is not always shared among adult children. Adult daughters are more likely than adult sons to be involved in providing direct care for their elderly parents (Brody 1985). The many decisions and responsibilities can be sources of tension, conflict, and resentment among extended family members. This period of disability in old age can go on for a very long time, given the medical capability to sustain life. While the practice is still not widespread, more elderly people are preparing a living will, which is a legal document preventing extraordinary means from being used to prolong their lives.

Analysis of OECD Principles of Corporate Governance

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