Ms Huang, a shareholder of the Daqing Limited Liability Company (Daqing), found that the general manager, Mr Ding, had accepted bribes from several suppliers, which materially caused losses to Daqing, and adversely affected the interests of all shareholders.
Further examination, through a Certified Public Accountant firm, disclosed that there were a lot of affiliated transactions between Daqing and Everbright Co, which was the majority shareholder of Daqing. Mr Ding was recommended by Everbright Co and appointed by Daqing’s board of directors, which was substantially influenced by Everbright Co. With a series of such transactions Daqing transferred huge profits to Everbright Co and adversely affected Daqing.
Required:
(a) State whether Ms Huang was entitled to take legal action against Mr Ding for his illegal behaviour of accepting bribes which adversely affected all the shareholders. (2 marks)
(b) State TWO different legal actions Ms Huang was entitled to take to protect the rights of Daqing and its shareholders due to the affiliated transactions with Everbright Co. (4 marks)
第1题:
TQ Company, a listed company, recently went into administration (it had become insolvent and was being managed by a firm of insolvency practitioners). A group of shareholders expressed the belief that it was the chairman, Miss Heike Hoiku, who was primarily to blame. Although the company’s management had made a number of strategic errors that brought about the company failure, the shareholders blamed the chairman for failing to hold senior management to account. In particular, they were angry that Miss Hoiku had not challenged chief executive Rupert Smith who was regarded by some as arrogant and domineering. Some said that Miss Hoiku was scared of Mr Smith.
Some shareholders wrote a letter to Miss Hoiku last year demanding that she hold Mr Smith to account for a number of previous strategic errors. They also asked her to explain why she had not warned of the strategic problems in her chairman’s statement in the annual report earlier in the year. In particular, they asked if she could remove Mr Smith from office for incompetence. Miss Hoiku replied saying that whilst she understood their concerns, it was difficult to remove a serving chief executive from office.
Some of the shareholders believed that Mr Smith may have performed better in his role had his reward package been better designed in the first place. There was previously a remuneration committee at TQ but when two of its four non-executive members left the company, they were not replaced and so the committee effectively collapsed.
Mr Smith was then able to propose his own remuneration package and Miss Hoiku did not feel able to refuse him.
He massively increased the proportion of the package that was basic salary and also awarded himself a new and much more expensive company car. Some shareholders regarded the car as ‘excessively’ expensive. In addition, suspecting that the company’s performance might deteriorate this year, he exercised all of his share options last year and immediately sold all of his shares in TQ Company.
It was noted that Mr Smith spent long periods of time travelling away on company business whilst less experienced directors struggled with implementing strategy at the company headquarters. This meant that operational procedures were often uncoordinated and this was one of the causes of the eventual strategic failure.
(a) Miss Hoiku stated that it was difficult to remove a serving chief executive from office.
Required:
(i) Explain the ways in which a company director can leave the service of a board. (4 marks)
(ii) Discuss Miss Hoiku’s statement that it is difficult to remove a serving chief executive from a board.
(4 marks)
(b) Assess, in the context of the case, the importance of the chairman’s statement to shareholders in TQ
Company’s annual report. (5 marks)
(c) Criticise the structure of the reward package that Mr Smith awarded himself. (4 marks)
(d) Criticise Miss Hoiku’s performance as chairman of TQ Company. (8 marks)
(a) (i) Leaving the service of a board
Resignation with or without notice. Any director is free to withdraw his or her labour at any time but there is normally
a notice period required to facilitate an orderly transition from the outgoing chief executive to the incoming one.
Not offering himself/herself for re-election. Terms of office, which are typically three years, are renewable if the director
offers him or herself for re-election and the shareholders support the renewal. Retirement usually takes place at the end
of a three-year term when the director decides not to seek re-election.
Death in service when, obviously, the director is unable to either provide notice or seek retirement.
Failure of the company. When a company fails, all directors’ contracts are cancelled although this need not signal the
end of the directors’ involvement with company affairs as there may be ongoing legal issues to be resolved.
Being removed e.g. by being dismissed for disciplinary offences. It is relatively easy to ‘prove’ a disciplinary offence but
much more difficult to ‘prove’ incompetence. The nature of disciplinary offences are usually made clear in the terms and
conditions of employment and company policy.
Prolonged absence. Directors unable to perform. their duties owing to protracted absence, for any reason, may be
removed. The length of qualifying absence period varies by jurisdiction.
Being disqualified from being a company director by a court. Directors can be banned from holding directorships by a
court for a number of reasons including personal bankruptcy and other legal issues.
Failing to be re-elected if, having offered him or herself for re-election, shareholders elect not to re-appoint.
An ‘agreed departure’ such as by providing compensation to a director to leave.
(ii) Discuss Miss Hoiku’s statement
The way that directors’ contracts and company law are written (in most countries) makes it difficult to remove a director
such as Mr Smith from office during an elected term of office so in that respect, Miss Hoiku is correct. Unless his contract
has highly specific performance targets built in to it, it is difficult to remove Mr Smith for incompetence in the
short-term as it is sometimes difficult to assess the success of strategies until some time has passed. If the alleged
incompetence is within Mr Smith’s term of office (typically three years) then it will usually be necessary to wait until the
director offers himself for re-election. The shareholders can then simply not re-elect the incompetent director (in this
case, Mr Smith). The most likely way to achieve the departure of Mr Smith within his term of office will be to ‘encourage’
him to resign by other directors failing to support him or by shareholders issuing a vote of no confidence at an AGM or
EGM. This would probably involve offering him a suitable financial package to depart at a time chosen by the other
members of the board or company shareholders.
(b) Importance of the chairman’s statement
The chairman’s statement (or president’s letter in some countries) is an important and usually voluntary item, typically carried
at the very beginning of an annual report. In general terms, it is intended to convey important messages to shareholders in
general, strategic terms. As a separate section from other narrative reporting sections of an annual report, it offers the
chairman the opportunity to inform. shareholders about issues that he or she feels it would be beneficial for them to be aware
of. This independent communication is an important part of the separation of the roles of CEO and chairman.
In the case of TQ Company, the role of the chairman is of particular importance because of the dominance of Mr Smith.
Miss Hoiku had a particular responsibility to use her most recent statement to inform. shareholders about going concern issues
notwithstanding the difficulties that might cause in her relationship with Mr Smith. Miss Hoiku has an ethical as well as an
agency responsibility to express her independence in the chairman’s statement and convey issues relevant to company value
to the company’s shareholders. She can use her chairman’s statement for this purpose.
(c) Criticise the structure of the reward package that Mr Smith awarded himself
The balance between basic to performance related pay was very poor. Mr Smith, perhaps being aware that the prospect of
gaining much performance related income was low, took the opportunity to increase the fixed element of his income to
compensate. This was not only unprofessional and unethical on Mr Smith’s part, but it also represented very bad value for
shareholders. Having exercised his share options and sold the resulting shares, there was now no element of alignment of
his package with shareholder interests at all. His award to himself of an ‘excessively’ expensive company car was also not
in the shareholders’ interests. The fact that he exercised and sold all of his share options means that he will now have no
personal financial motivation to take strategic decisions intended to increase TQ Company’s share value. This represents a
poor degree of alignment between Mr Smith’s package and the interests of TQ’s shareholders.
(d) Criticise Miss Hoiku’s performance as chairman of TQ Company
The case describes a particularly poor performance by a company chairman. It is a key function of the chairman to represent
the shareholders’ interests in the company and Miss Hoiku has clearly failed in this duty.
A key reason for her poor performance was her reported inability or unwillingness to face up to Mr Smith who was clearly a
domineering personality. A key quality of a company chairman is his or her ability and willingness to personally challenge the
chief executive if necessary.
She failed to ensure that a committee structure was in place, allowing as she did, the remunerations committee to atrophy
when two members left the company.
Linked to this, it appears from the case that the two non-executive directors that left were not replaced and again, it is a part
of the chairman’s responsibility to ensure that an adequate number of non-executives are in place on the board.
She inexplicably allowed Mr Smith to design his own rewards package and presided over him reducing the performance
related element of his package which was clearly misaligned with the shareholders’ interests.
When Mr Smith failed to co-ordinate the other directors because of his unspecified business travel, she failed to hold him to
account thereby allowing the company’s strategy to fail.
There seems to have been some under-reporting of potential strategic problems in the most recent annual report. A ‘future
prospects’ or ‘continuing business’ statement is often a required disclosure in an annual report (in many countries) and there is evidence that this statement may have been missing or misleading in the most recent annual report.
第2题:
A.general partners
B.limited partners
C.long partners
D.unlimited partners
第3题:
材料:
Following a general average incident,ship agents and surveyors play a significant role.A ship agent,in addition to the normal duties of port and husbandry agency,will assist the master in the aftermath of a general average incident to make a declaration which complies with the local law and custom of the port.
Once the average adjuster has confirmed that security has been obtained from all the interested parties,the agent is instructed by the ship owner to permit delivery of the cargo.If cargo has been discharged to lighten the vessel,or cargo has been transshipped to a final destination,the agent will be responsible for keeping full and complete records of all movements and expenditure attributable to the general average.
After any incident,a large number of surveyors representing various interests will descend on the vessel.Some of these surveyors will not be involved directly in the general average process.However,if it has become necessary to sacrifice or discharge a part of the cargo before arrival at the final destination stated on the bill of lading,the ship owner will appoint surveyors to report on the condition and quantity of cargo.
Such surveyors,usually called general average surveyors,will act in the interests of all the parties involved(and may also represent hull and machinery interests).If possible,the account representing expenditure incurred should be examined and approved by the general average surveyor before settlement.
问题:
Which of the following is NOT correct as to the general average surveyors ___________.
A.They may sometimes be involved into the examination and approval of general average expenditures
B.They may sometimes be involved into the examination and approval of general average sacrifices
C.They will act in the interests of all the parties involved
D.They will look at particularly the general average matters
What does this passage imply for the shipmasters when a general average incident occurred onboard ___________.A.He can rely on greatly the general average surveyors
B.He can rely on greatly the ship agent
C.He can rely on greatly the interested parties
D.He can rely on greatly other surveyors
The ship agent mentioned in the passage behaves ______.A.for the benefit of the cargo owner
B.for the benefit of the shipowner
C.for the benefit of the salvors
D.for the benefit of the interested parties other than the above
The security required by the owner of ship and provided by relevant interested parties in general average cases is for the purpose of _______.
① contributing to the losses and damages of general average nature;
② securing all the general average contributions;
③ Securing all the payment of Sue and Labour;
④ contributing to the losses and damages of particular average nature.
A.①③④
B.①②③
C.①②
D.②③④
请帮忙给出每个问题的正确答案和分析,谢谢!
第4题:
材料:
This insurance also covers the insured vessel&39;s proportion of general average,salvage or salvage charges,but in case of general average sacrifice of the vessel,the Insured may recover fully for such loss without obtaining contributions from other parties.
General average shall be adjusted in accordance with the relative contract and governing law and practice.However,where the contract of affreightment or carriage does not so provide,the adjustment shall be made according to the Beijing Adjustment Rules or similar provisions of other rules. Where all the contributing interests are owned by the Insured,or when the insured vessel sails in ballast and there are no other contributing interests the provisions of the Beijing Adjustment Rules(excluding Article 5),or similar provisions of other rules if expressly agreed,shall apply as if the interests were owned by different persons.
The voyage for this purpose shall be deemed to continue from the port or place of departure until the arrival of the vessel at the first port or place of call thereafter other than a port or place of refuge or a port or place of call for bunkering only.If at any such intermediate port or place there is an abandonment of the adventure originally contemplated the voyage shall thereupon be deemed to be terminated.
问题:
In the event of general average sacrifice of the insured vessel,the insured ______.
A.can only recover the insured vessel’s proportion from the Insurer
B.should recover fully for such loss by obtaining contributions from the other parties
C.may recover fully for such loss from the Insurer prior to his obtaining the contributions from other parties
D.shall own all the contributing interests
General average adjustment shall be made according to the Beijing Adjustment Rules or similar provisions of other rules if _____.A.the relative contract does not provide according to which law and practice the adjustment shall be made
B.the contributing interests are owned by different persons
C.the contract of affreightment or carriage requires that some other governing law be followed
D.there is a sacrifice of the insured vessel
If the insured vessel sails in ballast and there are no other contributing interests,______.A.the general average adjustment shall be made according to the relative contract of carriage
B.all the provisions of Beijing Adjustment Rules shall be applied in case of any general average
C.no general average adjustment is needed
D.the general average shall be adjusted as if there were different contributing interests according to the provisions of Beijing Adjustment Rules
The word“contemplated”in the last paragraph of this passage means _____.A.“looked at”
B.“intended”
C.“contended”
D.“meditated”
请帮忙给出每个问题的正确答案和分析,谢谢!
第5题:
第6题:
第7题:
第8题:
Which keyword is used with the show ip bgp neighbors [keyword] command to display all routes that are received and accepted from a neighbor?()
第9题:
the heads are not as originally planned
the workers made mistakes when blasting
the cracks caused serious injuries
the designs had large fissures in them
第10题:
第11题:
managed
succeeded
won
attempted
第12题:
increasing the permeability of the pumproom
reduction of drill water from the storage tanks
a list caused by water filling the compartment
a reduced KG caused by water filling the compartment
第13题:
A. He is the president of Bestway Co.
B.He is the general manager of Nile Co. C.He is the sales manager of Lee Brothers’.
第14题:
The liability of the carrier for the economic losses resulting from delay in delivery of the goods shall be limited to the amount equivalent to ______.
A.actual value of the goods so lost
B.the difference between the values of the goods before and after the damage
C.the expenses for the repair
D.the freight payable for the goods so delayed
第15题:
材料:
The fact that the GOODs were damaged raises a prima facie case of negligence which can only be cleared by the carrier by showing what actually occurred. For example,a ship carried grain on MS Great Lakes to a port where it was stored aboard the ship under a special storage contract for 22 days after which it was discovered to be wet.Rough weather during the voyage was alleged but the Court insisted on strict proof of how and when the rough weather caused the wetting.
Therefore,to rebut the presumption of fault when relying upon its own reasonable care,the carrier must further prove that the damage was caused by something other than its own negligence.Once the shipper establishes a prima facie case,under“the policy of the law”the carrier must“explain what took place or suffer the consequences”.The law casts upon the carrier the burden of the loss which it cannot explain or,explaining,bring within the exception case in which he is relieved from liability.
问题:
The best title of this passage is ______.
A.The liabilities on the part of the carrier and shipper
B.Loss of and damage to cargoes
C.The burden of proof on the part of the shipper
D.The burden of proof on the part of the carrier
It is concluded from this passage that MS Great Lakes ______.A.was liable for the wet damage if it could not prove how and when the rough weather caused the wetting
B.was liable for the wet damage even it could prove how and when the rough weather caused the wetting
C.was liable for the wet damage even it could not prove how and when the rough weather caused the wetting
D.was not liable for the wet damage if it could not prove how and when the rough weather caused the wetting
According to this passage,_______.A.If a carrier cannot bring the reason of the loss into the exception case in which he is relieved from liability,he is liable for the loss
B.Even a carrier can bring the reason of the loss into the exception case in which he is relieved from liability,he is still held liable for the loss by the court
C.Should a carrier bring the reason of the loss into the exception case in which he is relieved from liability,he could be held liable for the loss by the court
D.Should a carrier not bring the reason of the loss into the exception case in which he is relieved from liability,he could not be held liable for the loss by the court
The prima facie case of negligence in this passage refers to the one in which ______.A.a presumption of fault was made on the part of the carrier
B.a presumption of fault was made on the part of the shipper
C.a reasonable care was used by the carrier
D.a reasonable care was used by the shipper
请帮忙给出每个问题的正确答案和分析,谢谢!
第16题:
第17题:
第18题:
第19题:
第20题:
has resulted in a closer family tie
has helped their family financially
has caused more problems than before
has adversely affected their family life
第21题:
第22题:
paths
accepted-routes
advertised-routes
routes
第23题: