Example of Advertisement Assignment Example | Topics and Well Written Essays - 250 words

Example of Advertisement - Assignment Example For instance, Nike Company has to advertise different football uniforms as well as well the soccer ball. In doing so, it will be intending to attract more clients to buy its products. First, the company starts by introducing itself to its clients (Burges, 2007). For instance, the Nike advert states that; Nike is a multinational company that specializes in the production of quality sports material at an affordable cost, meeting our customer demand is our primary responsibility. The sports products we offer include football uniforms, boots as well as socks among other things in the sports industry. The advert will be targeting various football clubs across the world. The company will have to use social media as a marketing strategy to reach many people in short time. In addition, it will be targeting fans of particular sport or sportsman or woman because many individuals like associating themselves with their respective heroes. The primary purpose of an advertisement is to attract customers into the company thus boosting company image before the public. In addition, the promotion is supposed to change the perception of individuals or consumers towards that particular product (Burges, 2007). Moreover, the development strategy is also meant to increase sales volume of the company thus increasing its profitability. The advert message will be to convince the client about the quality of the product. In addition, the letter will also affirm the client on the ability of the company to deliver timely products as per

Case study Essay Example | Topics and Well Written Essays - 250 words - 11

Case study - Essay Example Additionally, these effects led to the eruption of series efforts channeled towards ensuring that there was no future attacks in both countries (International Cases of Terrorism, pg. 362). On the other hand, the impacts of terrorism on these two regions also exhibited a number of variations. To begin with, Fifty eight tourists (Australians) lost their lives in Egypt in 1997 while in Bali, a total of 200 persons comprising people from different religious backgrounds died after the terror attack. Consequently, the rate of tourism reduced in Egypt rapidly but later rose up to 20% due the measures taken by the government to eliminate the possibility of future attacks (International Cases of Terrorism, pg.362). In Bali, the tourism reduced rapidly and has not risen since these attacks occurred, however, efforts are undertaken to assure tourists and the populace of their safety International (Cases of Terrorism, pg.363). The major strategy is to create awareness among the public and the tourists of terror attacks and encourage the spirit of cautiousness and personal initiative in reduction of terrorism. There should also be improved and strict surveillance measures undertaken at public places through the use of scanners, bomb detectors as well as thorough frisking of visitors and the locals entering public places. It is also pertinent to involve the media and ensure that terror attacks are properly covered and people made aware of their existence in order to ensure that such places are avoided. Leaders can also implement initiatives where the public are assured of their safety and encouraged to co-exist harmoniously through peace campaigns. Implementation of strict terror surveillance measures for instance: Use of proper technologies such as scanners, metal detectors and cameras to control terrorism. There is also the use of

Steve Jobs and Mary Kay. The personal computer industry as a Case Study

Steve Jobs and Mary Kay. The personal computer industry as a competitive environment - Case Study Example On other hand, Mary Kay’s organisation is a network DSO where workers are legally independent thus they present a totally different context for the founder with regard to control and maintaining commitment (surname 135). Nevertheless, to enable us arrive at the decision that Steve Jobs and Mary Kay being different we use Weber’s definition of the elements that are requisite for charisma. Jobs was a visionary who sought to change the world through technology (Yoffie & Kwak 1) and most definitely manifested exceptional ability with regards to coming up with strategies that enabled Apple to make a turnaround from making losses of US$ 1.6 billion to making profits in five straight quarters. In addition to this Jobs, like Weber’s elements of charisma dictate, was able to demonstrate his ‘gift of grace’ through the continued success of his mission to turnaround Apple into a ‘happening’ brand. Mary Kay differs from Jobs in the sense that she was able to not only attract a following but also convert them into devotees of her way of working. Steve Jobs seems unable to transfer his ideals to his ‘charges’ in that he has to be present for his vision to be realized. Mary Kay on the other hand has been able to arguably transfer her vision to her followers to prepare them for succession. In a nutshell, we can argue that Steve Jobs is a strategy genius in so far as setting the direction for Apple to go while Mary Kay is more of an inspirational leader who attracts independent individuals and gives them the belief that they will succeed if they join her and follow her tenets. Historically, what were Apple’s major competitive advantages? Apple derived its competitive advantages from the following three unique attributes: technology leadership, proprietary technologies and its horizontal and vertical integration. Apple’s technological leadership is demonstrated several times through its early years. Good examples are: the Apple II that drove the PC industry to US$ 1 billion in annual sales in less than three years, and the Lisa – the first PC to use a graphical user interface and a point-and-click mouse in addition to having a windowing system that allowed multiple applications to run at the same time (Yoffie & Kwak 2). Apple consistently launched revolutionary products that set the bar for com puting. For Apple to retain its technological leadership it relied mainly on its proprietary technologies such as its superior capabilities in graphics, design and sound. Unlike its main rivals, Apple had its own proprietary operating system (OS) thus it could easily integrate it with its other software applications to enhance its users’ experience. In the case we are informed that Apple machines were simple machines that ordinary people could use straight from the box (Yoffie & Kwak 1) a competitive advantage that we can attribute to the seamless integration of all Apple software and hardware. The fact that Apple had its own proprietary technologies meant that the organization could increase its customer value proposition through bundling for example the Mac was sold bundled with an OS, Mac application software and other peripherals (Yoffie & Kwak 3). These made its products to be more versatile. Finally, we can argue that it would have been difficult for Apple to retain its technology leadership and proprietary technologies without its extensive horizontal and ve

Social Contracts Essay Example | Topics and Well Written Essays - 1000 words

Social Contracts - Essay Example As the discussion outlines Curwin and Mendler include six specific elements namely flag rules, negotiable rules, consequences, rules for the teacher, student-developed rules for students and a vote to determine which rules to enforce. Flag rules are minimum behavior requirements for efficient classroom management which are developed by the teacher and unquestioningly accepted by students even without their input. Examples of such logical rules are â€Å"No fighting and hurting anyone†. Negotiable rules are decided upon together by both teacher and students whether or not to adopt such rules. Democratic teachers allow some limits to be stretched without compromising order in the classroom. Consequences are teacher-determined without student input. Teachers need to be fair in setting down consequences for each rule depending on the severity of behavior. Positive consequences should also be included to reward students of good behavior. Consequences need to be instructional instea d of punitive and students regard them as natural and logical extensions of the rules. Rules for the teacher are determined by the students to give them the opportunity to set standards for the teacher. This is a way for them to feel a sense of commitment to all rules and consequences, thus make them more inclined to follow them. Examples are â€Å"the teacher will not yell at students in front of their classmates†.  

CEO compensation Essay Example for Free

CEO compensation Essay Recently CEO compensation packages have high rocketed making many people question the validity of their compensation. Many questions have been risen to find out if CEO compensation if excessive. Through this paper we will discuss why we feel CEOs in America are grossly overpaid. We will start off by talking about the ethics on the matter and then the pay-performance connection within organizations. We will also touch on the real wages of employees and how America compares to international companies. We will finish our argument with some recommendations that we feel will help make organizations as a whole better. High Pay, Low Performance Financial Crisis It is shown in several studies that high CEO pay is linked to low company performance. In the article, â€Å"Chief Executive Compensation: An Empirical Study of Fat Cat CEOs,† by Kuo and Wang they describe the connection between CEO compensation and the financial crisis in 2008. As stated in the article, â€Å"the incentives built into the compensation plans of many financial firms are one of the fundamental causes of the financial crisis and surprisingly receives little public attention†. They go on to say, â€Å"Top executives of large banks or investment banks have encouraged the excessive risk-taking by top managers, leading to the financial crisis. † Kuo and Wang also explain how the incentives of executives are link to the short-term performance of securities that are traded. This sort of behavior is not in the stakeholders’ best interest. The CEOs in this case are clearly not interested in what is best for the company, but merely looking out for themselves. Instead of focusing on long-term competitive advantages and achievements, the CEOs are looking to make a quick buck for themselves. Another resource we used was that of Lucian Bebchuk and Jesse Fried. They have a very similar take on the topic, by also stating that trading securities was the beginning to the financial breakdown in American in the late 2000s. â€Å"During the extended bull market of the 1990s, executives’ compensation at public companiescompanies whose shares are traded on stock exchangesoared to unexpected levels† (Bebchuk and Fried, 2004, pg. 1). As you can see there is a strong connection between firms that trade securities and the breakdown of the market. Growing Trends The overcompensation of CEOs in America is nothing new, according to our research this trend dates back to the 1970s. â€Å"The review on CEO compensation by Frydman and Jenter (2010) shows that there was a dramatic increase in the compensation levels from the mid-1970s to the early 2000s in the U. S. Especially in the 1990s, the annual growth rates were more than 10% by the end of the decade† After researching the topic, we were surprised to find out just how much CEO pay has increased in a very little time-span, â€Å"Between 1992 and 2000, the average real pay of chief executive officers of SP 500 firms more than quadrupled, climbing from $3. million to $14. 7 million† (Bebchuk and Fried, 2004, pg. 1).   Star Athletes It has been said that CEOs are comparable to star athletes; therefore, they deserve the substantial increase in their pay. However, the majority of the CEOs that are contributing to this big picture problem are not working for their â€Å"team†. If CEOs were taking these risky investments to better the company, that is one thing, however, the link directly pointing to incentives tells a different story. Defenders of CEO compensation are also forgetting that along with the large compensation packages there is a great deal of retirement funds, 401ks, and stock retained within the company. The large payment of athletes could be contributed to the fact that they are not getting post-retirement benefits, like those of large corporation CEOs (Bebchuk, Fried, 2004 pg. 20-21). Employee’s Living Wages One of the biggest concerns with the increase of CEO compensation is the steadily decreasing real wages of employees. Compensation of CEOs far outweighs that of employee pay. In 1991, the average large-company CEO received approximately 140 times the pay of an average worker; in 2003, the ration was about 500:1† (Bebchuk and Fried, 2004, pg. 1). CEO Compensation and Virtue Ethics Another way to look at CEO compensation is to see if it agrees with virtue ethics. There is Aristotelian virtue oriented approach to ethics and was applied to business by Robert Solomon. In this, Solomon a rgues that business is primarily a practice, in which a community of individuals engages in a cooperative endeavor to deliver goods and services for the good of society. In this practice certain virtues such as integrity, moral courage, and justice are essential to the practice of business. Also, in virtue ethics justice implies that executive pay should be more modest across the board, regardless of company profitability. (Kolb, 2006, pg. 101-115) CEO compensation is not â€Å"fair† top 25 CEOs had an average annual pay of $32. 7 million, which is more than 900 times the annual salary of the typical US worker. In an era which many companies are cutting costs by laying off employees, such compensation seems to be unjust. Solomon argues that workers may not be loyal to someone they perceive as being unfair. At some level, trust and loyalty are needed for a company to prosper. Without these, this company will be left with a group of resentful, unhappy employees. Even if the CEO’s employees are â€Å"satisfied† with their minimum wage salary this satisfaction does not make the CEO’s actions any less just since he or she could afford to pay their employees more. At this point the CEO is taking advantage of his or her workers and being selfish. Companies give bonuses to CEOs even as employees and managers are being laid off. An example is one CEO and chairman of the board made $8. 9 million in 2003, which was the same year his company lost $463 million and he slashed the workforce by 20 percent, or 6,000 workers. Doing things like this can poison a corporation and completely divide a company. Instead of CEO’s comparing compensation packages to to other employees of their companies, CEO’s are comparing their compensation packages to the other CEO’s, which is not a standard for just compensation, since the issue of inequality often arises within a particular corporation. The success of a company is a team effort and not just all done by the CEO. Without the lower level employees a company will not be able to be successful. CEOs do have greater responsibility, but corporations are too large and unwieldy to be governed by just one individual. By spreading the CEO’s compensation package it could allow for employee raises and benefits which could help motivate employees and make them happier. Executives can be paid well without being paid excessively. A CEO is not some isolated individual seeking his or her own ends independently of other members of the corporate community; he or she is part of a whole. Therefore CEOs should not be paid like they are an individual who does everything on their own. A CEO’s role is defined by the corporation and the corporation has an overall purpose to benefit society. CEOs taking less in their compensation packages and spreading them throughout employees can actually help society. Our economy is down and needs to be improved. In order to improve it we need people to start spending money. However, in order to spend more money people need to make more money. If CEOs distributed some of their compensation packages to their fellow employees they could have more money to spend and help increase the level of our economy. International Compensation When comparing CEO compensation in the United States to other major countries the statistics are quite glaring. A study done by consulting firm Towers Perrin estimated pay as of April 1, 1999, in industrial companies with approximately $500 million in sales. CEOs in the United States earn over $1,350,000 compared to Japanese, $485,000, German $530,000, French, $570,000, and UK, $665,000 (Balsam, 2002, pg 277). Rules for governing executive compensation vary from across the globe. In companies such as Germany and Finland it is illegal to to use stock option to compensate executives until 1998, unlike the United States, which stock options are a major part of their compensation package (Balsam, 2002, pg 277). It was noted that in 1997, Disney’s Michael Eisner single handedly out earned the aggregate paychecks of the top 500 CEO’s in the UK. CEOs in the United States earn 45 percent higher cash compensation and 190 percent higher total compensation. Also median base salary is 30 percent higher in the United States while United States median bonuses are more than triple of that in the UK as well (Balsam, 2002, pg. 288). When comparing corporations in Canada with the United States there is a marked difference between the two countries in both the level and structure of CEO compensation. During the 1993-1995 period Canadian CEOs earn lower pay, with the median CEO earning $560,000 in US dollars compared to $2. 5 million for corporations in the SP 500. Salary made up a higher proportion and bonuses and options a lower proportion of the compensation package for Canadian corporations. Overall, the relationship of pay to performance is weaker in Canada than in the United States. Despite the drastic differences in CEO compensation between the United States and other countries there are several reasons for these differences which stem from being cultural, some regulatory, and others due to taxation. In many countries it is taboo to earn the amount of money that American executives make. Some countries have their own laws and regulations that make stock options less valuable and limit the overall compensation of CEOs. Lastly, restraints and taxes can affect compensation. An example is that few Japanese and German corporations were able to issue stock options. Japan is limited to owning only 10 percent of their stock, which is a large amount but much less than companies in the United States (Balsam, 2002, pg 280). Overall, the United States drastically pays CEOs higher compensation than the rest of the world, on average. It is easy to see how wide the gap actually is when seeing the statistics. Several reasons contribute to the difference in CEO compensation. However, with the success of international companies and paying CEOs less compensation, we in the United States can infer that CEO compensation in the United States is too high. Recommendations After taking a closer look into the argument and debate of CEO compensation we believe there are several ways to lessen the gap between CEOs and employees. One idea we had was to link bonuses to the company stock prices. This way, CEO pay will be more based on yearly performance of their company. Another suggestion we had was to offer more modest compensation packages, and to spread the wealth CEOs no longer make throughout employees to add to their salaries, benefits, and improving employee working conditions. Out last recommendation was for board of directors to make more restrictions on CEO pay, such as limiting stock options. Conclusion After all of our research we strongly believe that salaries of CEOs are incredibly excessive. CEOs whose performance did not match up, to the steadily decreasing real wages of employees

Engage in personal development in health Essay Example for Free

Engage in personal development in health Essay These are a description of my duties and responsibilities within my work role as expressed in the national occupational standards. *Provide Support for Learning Activities Speaking to the teacher before the start of the lesson to find out what I need to do and which group I will be working with. At the end of the lesson I give feedback to the teacher on how the group managed the task and identify any child who may need a little extra help. *Help to Keep Children Safe I have to help keep children safe during work, activities, play. I have to respond to accidents and report to the appointed first aider. I also encourage positive behaviour. *Contribute to Positive Relationships I need to praise and encourage the children, make sure they know the school and classroom rules and deal with any bad behaviour fairly. I must make sure my behaviour is appropriate and respectful at all times. *Provide Effective Support for your Colleagues I need to provide consistent and effective support at all times with my colleagues .I must continually develop my own skills and knowledge with ongoing training and feedback to be able to benefit myself and colleagues. *Support Literacy and Numeracy Activities I speak with the teacher before the start of the lesson to find out what support I will be required to give and to which children/group. What the activities will be and what resources are required. To make sure I have the correct workbooks with me. At the end of the lesson I will give feedback to the teacher on how the children found the task and to identify any problems such as a child needing extra help to complete the work. *Support the Use of Information and Communication Technology for Teaching and Learning I make sure the I-pads are in the classroom for the activity, I help them to use the resources safely and effectively.  When the I-pads are finished with I return them to the charging unit put them on charge so they are ready to be used for the next lesson. *Observe and Report on Pupil Performance I listen to readers on a one to one basis and if I feel a pupil is struggling I report this to the teacher we discuss what level the reading book is and possibly changing the level to a more manageable one for the pupil. *Provide Displays The pupils drew, coloured and cut out pictures of roman soldiers, I and a colleague stuck the individual soldiers on to a roll of coloured paper and then stuck them to on to the bottom of the wall in the corridor outside the classroom so it looks like soldiers marching into the classroom. This is a very good learning resource as it reinforces’ what the pupils have already learnt in topic. If any of the displays have been damaged I would remove and replace these as to keep the display boards tidy and up to date. *Invigilate Test and Examination I was asked to sit with a pupil who was required to take a maths test on their own. I made sure I was very clear on what was required of me as the test had very strict instructions on what I could say when I was reading the questions and I clarified with a colleague on what help I was allowed to give. I also made sure I had all the resources required before I began the test. *Support Pupils Learning Activities For Read Write and Inc I speak with my colleague about the group I’m working with as to which book we are on, how much support each pupil needs and if I can extend the work if this is needed. At the end of each lesson I give feedback to the teacher of any problems I or a pupil had and how I felt I dealt with the lesson, I would ask if there was anything I could improve on or do differently for the next lesson. *Promote Positive Behaviour Make sure the pupils and I follow the school and class rules. *Develop and  Promote Positive Relationships Making sure I am always polite to the pupils and colleagues. Follow the schools code of conduct, encourage positive behaviour and speak fairly to any pupil who is not following the rules. *Support the Development and Effectiveness of Work Teams I always ask colleagues if there any jobs they would like me to do once I have completed my own and I am always on time and support the whole team. *Support Literacy Development I speak with my colleague before the beginning of Read Write Inc so I can make sure I fully understand which group I will be working with, what activities I will be doing and the level of support required. At the end of the lesson I will give feedback to the teacher as to the progress of the groups so the pupil’s individual levels can be monitored as to their stages need altering or additional help required. *Support Numeracy Development I speak with my colleague before the lesson is due to start and go through my planning sheet to check all the resources are available, I would also ask which group I have and what level of support to give. At the end of the lesson I will give feedback on how the group/pupil worked so the teacher can make sure the individuals are working at their correct levels. *Prepare and Maintain the Learning Environment As soon as I arrive at school I ask the colleagues what jobs need to be done i.e., photo copying work sheets, work books out, if it’s art I would get the paint pots, brushes, paint shirts, paints and paper out ready to use. *Promote the Transfer of Learning from Outdoor Experience On a recent school trip we went to a museum where we were able to do activities about the Romans, this supports the topic which the pupils have been doing in the class room. From this trip the pupils were able to write accounts of what it would have been like to dress and march like Roman soldiers as they had experienced this on the school trip. The pupils are able to reflect on what was seen on the trip and write very detailed accounts. In my job as a support assistant I am expected to abide by the school code of practice. It is extremely important that I adhere to these rules as staff must recognise the importance of their role in creating a positive atmosphere of care and respect for others. http://www.st-helenascofe.lincs.sch.uk/info/policies/Anti%20Bullying.pdf . If a pupil reports an incident of bullying to me I would report the incident to the pupil’s class teacher as in accordance with the schools anti bullying policy. By abiding by the Health and Safety policy I am ensuring that I keep colleagues and pupils safe and not putting anyone in a situation where an accident could happen. I must make sure I am always aware of any updates to the schools policy so I am able to be effective within my role. I need to get regular feedback from my colleagues as to my own performance, by doing this I can see where improvement is needed and if a different approach would have been more effective. This ensures the pupi ls are continually getting the best support available. Bibliography www.gov.uk (accessed 12/10/2014) www.st-helenascofe.lincs.sch.uk (accessed 14/10/2014)

Division of Powers between Shareholders and Directors

Division of Powers between Shareholders and Directors QUESTION The orthodox view in Corporate Law is that the ownership of the company is vested in the shareholders, whereas the management of the company is the exclusive preserve of the directors. But this sharp distinction does not always apply in every instance. Discuss in relation to the division of powers between shareholders and directors. INTRODUCTON The principle of division of powers aims at separating the ownership and control between the shareholders and directors in a company. Historically, the directors have been viewed merely as agents of the shareholders of the company with whose actions they were to comply with. Later, the law moved towards the decline of the powers of the shareholder thereby making both the shareholders and directors an integral part of the company and they both having substantial roles in handling the companys affairs. This principle has been settled by Lord Clauson in the 1943 case of Scott v Scott, where it provided the constitutional provision regarding the companys management. This case established that the power of management was given to the directors and held that shareholders should not intervene in the powers of the directors.[1] This was also affirmed by the statement of Buckley LJ in case Gramophone and Typewriter Ltd v Stanley, saying that directors do not act as the agent of the shareholde r when carrying out his director duties of the company and under company law he does not owe a duty to the shareholder.[2] One of the main issues of company law systems is how power is allocated between the board of directors and shareholders in handling companies affairs. On several occasions, there is a need for an interference or there are situations where there will be an overlap of powers between the members and directors. These overlaps usually come up because of a disagreement between the shareholders and the directors as to what is best for the company. The power of the directors to manage the affairs of the company has been established by the principles in the decisions of the court and entrenched the shareholders with the power to vote, appoint directors and vote on matters that does not involve the management of the company.[3] This paper examines the situations in which the principle of division powers is not strictly adhered to, also looking at the law in this area and the possible troubles they can run into. It moves further to discuss the situations in which shareholders can intervene in the duties of the directors, looking at the issues of who can use the corporate name in litigation, considering the rule in Foss and Harbottle and its exceptions. It also examines the situation where the directors do not exist or in deadlock and cannot act, and finally looks at the reserve powers of the shareholders mainly considering their power to give directors instructions. SHAREHOLDERS INTERVENING WITH THE DUTIES OF DIRECTORS The legal powers to act on behalf of the company is available to the board of directors and these powers are fused with that of the company and are not allowed to exercise any activity the company cannot perform.[4] They are subject to the restrictions that the companys constitution places on the company. A common situation where there might be an intervention of powers of the director by shareholders is in a case involving the use of the company name in litigation. This can be found article 3 of the model articles for both private and public companies.[5] The decision to start or end a legal proceeding falls under the general powers of management of the companys business and these powers are reserved for the directors. Although it has been expressed in the model articles, this area of law has been somewhat controversial. One of the leading cases here is John Shaw Sons Ltd v Shaw[6], where Greer L. J stated that à ¢Ã¢â€š ¬Ã‚ ¦If powers of management are vested in the directors, the y and they alone can exercise power. Hes decision here means that the directors exercised their powers properly and that the general meeting could not usurp this power. Critics of the rule of division of powers have considered the view of Judges in older cases such as Marshalls Valve Gear Co Ltd v Manning Wardle and Co Ltd[7] where the members of the company made a claim in the companys name and the directors disagreed with their resolution and tried to strike out their claims but were not allowed. Based on the Companies Clause Consolidation Act 1845 governing statutory companies, Neville J concluded that the members had the power to make a claim in the companys name, with the aim of preventing directors from acting in a conflicting manner to the members ordinary resolution.[8] Breckland Group Holdings Ltd v London and Suffolk properties Ltd, which was of similar facts to the Marshalls case drew the curtains to the issue[9] and took the view that directors only should exercise such powers. Despite this law the shareholders are not completely without influence, they still have what we might call their most important power which is the fundamental right of the shareholders to dismiss the directors by an ordinary resolution. This provision was introduced in the Companies Act 1948 and currently available by the Companies Act 2006, s168. The purposes of these actions are to provide a guarantee that the shareholders can dismiss directors by an ordinary resolution and for the purpose of providing justice to the directors. The view that the shareholders can dismiss the director was supported in John Shaw case in the words of Greer LJ saying, the only way in which the general body of shareholders can control the exercise of the powers vested by the articles in the directors is by altering the articles, or if opportunity arises under the articles, by refusing to re-elect the directors whose actions they disapprove.[10] This process requires a special notice given to the directors as an opportunity for them to defend their case to the general meeting. These powers are very important to the shareholders as this means they have an effective method of handling the companies polices and activities of companys directors.[11] This is necessary as it provides the directors with a good reason to serve the best interest of the company after they have been appointed.[12] The other situations in which the shareholders can exercise managerial functions of litigation include a situation where the board is in deadlock and the exception to rule in Foss v Harbottle. BOARD IN DEADLOCK Under certain circumstances the members can carry out the duties of the directors. A situation where the board of directors are in deadlock and unable to act, or when their meetings are inquorate. In the case of Alexander Ward and Co. Ltd v Samyang Navigation Co. Ltd, this case established the principle of residual authorities in the absence of an effective board [13]. In this case the company articles stated that the companys business shall be managed by the directors whoà ¢Ã¢â€š ¬Ã‚ ¦may exercise all such powers of the company as are not by the Ordinance or by these articles required to be exercised by the company in general meeting.[14] They argued that in the absence of directors, the company was incapable of taking legal action and this was rejected by the House of Lords. The principle of residual authority is important because it empowers the shareholders to make their own decision in place of the directors decision.[15] A similar decision to this was seen in the case of Foste r v Foster and it was established there that for the reason of transacting business the members can act as agents of the company in the absence of directors.[16] In the nineteenth century, there were the assumptions that the principle of residual authority in this area of law will be hard to defend but the more recent case of Barron v Potter has removed all doubts.[17] In Baron, the companys business was at a standstill as a result of the failure of one of the directors to show up at work. The decision of Warrington J stated that in the absence of the ability of the directors to appoint a new director in the present case, the companys general meeting has the power to do so.[18] RULE IN FOSS AND HARBOTTLE When there is an issue to be brought before the court, can the shareholders make a suit? The answer to this question was settled by the Rule in Foss v Harbottle and this leaves a negative answer subject to certain exceptions. The rule states that the court does not have the jurisdiction to interfere with the internal affairs of the company and in order to redress a wrong done to the company it should be brought by the company itself.[19] The rule makes provision for the directors or the majority shareholders at the expense of the interest of the minority shareholders. When the minority shareholder tries to bring a case to the court concerning wrongs done to the company, he is met with the defence that the company is the proper plaintiff or that it is a matter of internal management.[20] There are exceptions to the Rule in Foss and these rules were made to give the minority shareholders can have a chance to institute legal proceedings. The first exception to the rule is that of Ultra Vires and Illegality, where the act complained of is wholly ultra vires the company or association.[21] In this situation, a shareholder can bring action to the court when an illegal or some ultra vires act occurs. The shareholder can take an action for a declaration or injunction to retrain the act in question, for himself or he could represent the other shareholders on his side of the argument.[22] The second exception is that on Special Majorities, Where the issue is such that it could not validly be done or sanctioned by a simple majority of the membersbut only by some special majority.[23] In the case of Edwards v Halliwell, the trade unions rule required a two-thirds of majority of the members to increase subscription but the purported to do it by ordinary resolution. Jenkins L.J considered that a company in which its directors had broken the companys regulations by performing an act that requires validation by a special resolution without one. In such a scenario, the rule wil l not apply.[24] In the decision in Quin and Axtens, Ltd. V. Salmon, the rule in Foss was set aside, in this case the Article 80 provided that any resolution concerning the acquisition and letting of premises, should not be valid unless a notice has been given to each managing director. Salomon dissented from the decision of the directors but a simple majority of the shareholders passed a resolution confirming the decision.[25] It was held that Salomon had the right to an injunction to restrain the directors and the company from acting in a contrary manner to the provisions of the article, on behalf of himself and other shareholders on his side.[26] The third exception to the rule is that of Personal rights, where the personal and individual rights of membership of the plaintiff have been invaded, the Rule has no application at all.[27] The shareholders have right which are pulled out from the article of association and some of these rights are statutory which arise from the act.[28] In the case of Edwards v Halliwell, the court established that every shareholder of the company had personal right to prevent adjustments in rates of contribution to the trade union and in the case of Pender v Lushington, the articles enforced the right of shareholders to vote on company affairs, whether he votes in favour of the majority or minority, and an individual can sue in respect to this right.[29] The last exception to the rule will be considering here is Fraud by those in control.[30] This involves actions carried out that amount to fraud which is usually done on the minority shareholders, which is caused usually by an abuse of power by the directors.[31] The exception here has been made to protect the minority shareholders in which they can bring a minority shareholder action to the court on their behalf and on the behalf of other shareholders. Fraud can also constitute to what the general meeting cannot ratify. When a breach in fiduciary duties occurs, and cannot be ratified by the by the director it means that the director has acted in bad faith.[32] If a negligent act by the wrongdoers is benefited from, the authorities have suggested that it can be viewed as fraud on the minority.[33] THE SHAREHOLDERS RESERVE POWEERS The Companies (Modern Articles) Regulation 2008 applies to the new companies registered under the Companies Act 2006. It states out the division of powers between the members and the directors of the company. The Article 4 contains the reserve powers of the shareholders, stating that: (1) The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action. (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.[34] There are certain obstacles that the shareholder may face in this approach. A possible setback could include the general meetings power to give directions to the board has been interpreted as subordinate to the powers of directors[35] as seen in the case of Scott v Scott where the constitution of the company gave powers to the general meeting to give directions to the board by ordinary resolution and it was held that the powers of the general meetings power doesn t qualify to the powers of the director.[36] It was also established that shareholders could give directions to the board but it does not have a binding effect. Gower suggests that the Article 70 of Table A recognises the general meeting may influence the future powers of the directors by passing a special resolution.[37] Does this means that by a special resolution the shareholders in the General meeting can restrict the future powers of the directors? Can the special resolution restrict or give a go ahead from entering a transaction? This has left many questions unanswered. Some have taken the view that the resolution of the directors does not change and remains valid as the directors resolution; the special resolution would only prevent the directors from acting upon it.[38] So, if the directors have come to a resolution of not entering a certain transaction, the shareholders under article 70 Table A could pass a certain resolution compelling them to enter the transaction.[39] The law in this area has often been criticized as being illogical because the law requires that when a director acts in an ultra vires manner these acts can be ratified by the shareholders but in a case where the shareholders need the directors to act in advance they must alter the articles of the company.[40] There have been some suggestions to this are of law, that shareholders may give directions to the directors to act beyond their powers, but within the powers of the company either before or after an ordinary resolution has been passed.[41] It could be argued that this will give way for an alteration to the articles by a majority vote. An example of a circumstance in which the directors act on the permission of the shareholders includes the allotment of shares. The section 551 of the Companies Act 2006 provides that by an ordinary resolution the members can grant this resolution even if the companys articles have to be altered in order for this to take effect.[42] CONCLUSION The lines between the division of the powers of the directors and the shareholders in UK law has been blurred and lacks a very sharp distinction. The law has experienced a decline in the shareholders power, though not making them powerless but compare to the directors their powers have been restricted. The area of cooperate litigation which has been settled as a management power of the director has made room for the shareholders in the exception to the rule of Foss and Harbottle, allowing the minority shareholders to bring legal action to the court on his own behalf and the behalf of those in favour of his decision. The removal of directors has also been one of their vital powers, when the directors have acted in a manner not at the companys best interest. In the absence of the directors or when the board is in deadlock the shareholders have the powers reverted to them and they can make company management decisions. The reserve powers of the shareholders have been argued to have substantial impact on the of the decision of the board where acting as a direct instruction from the shareholders or acting as a general supervisory set of rules. The themes discussed have demonstrated the approach of the court and law in this area of law, and show that the sharp distinctions between the powers directors does not apply in every instance. BIBLIOGRAPHY D. D. Prentice, Jurisdiction of Shareholders Meetings, The Modern Law Review, Vol. 40, No. 5 (Sep., 1977), pp. 587-590 Elizabeth Boros, How Does the Division of Power Between the Board and the General Meeting Operate? Adelaide Law Review 31 (2010) p.169-185 Elizabeth Boros, How Does the Division of Power Between the Board and the General Meeting Operate? Adelaide Law Review 31 (2010) Griggs, Lynden (1993) The relationship of the rule in Foss v. Harbottle to the statutory remedies for minority shareholders. Research Master thesis, University of Tasmania. John Davies, A guide to directors responsibilities under the Companies Act 2006, Certified Accountants Educational Trust, July 2007 L. S. Sealy, Company Law. Power of the General Meeting to Intervene, The Cambridge Law Journal, Vol. 48, No. 1 (Mar., 1989), Saleem Sheikh, William Rees, and Sheikh Saleem, Corporate governance corporate control (Cavendish Publishing 1995) Wedderburn, K.W., 1957. Shareholders rights and the rule in Foss v. Harbottle. The Cambridge Law Review, 15(1), 194-215. CASES Barron v Potter [1914] 1 Ch 895 Foster v Foster [1916] 1 Ch 532 Gramaphone Typewriter Ltd v Stanley [1908] 2 KB 89. Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821 p837 John Shaw Sons (Salford) Ltd v Shaw [1935] 2 KB 113 Marshalls Valve Gear Co Ltd v Manning. Wardle CoLtd [1909] 1 Ch 267 [1] Elizabeth Boros, How Does the Division of Power Between the Board and the General Meeting Operate? Adelaide Law Review 31 (2010) p.169 [2] Gramaphone Typewriter Ltd v Stanley [1908] 2 KB 89. [3] Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821 p837 [4] John Davies, A guide to directors responsibilities under the Companies Act 2006, Certified Accountants Educational Trust, July 2007 [5] SI 2008 No. 2860 (C. 126) [6] John Shaw and Sons (Salford) Ltd v Shaw [1935] 2 KB 113 [7] Marshalls Valve Gear Co Ltd v Manning. Wardle CoLtd [1909] 1 Ch 267 [8] ibid [9] L. S. Sealy, Company Law. Power of the General Meeting to Intervene, The Cambridge Law Journal, Vol. 48, No. 1 (Mar., 1989), pp. 27 [10] John Shaw Sons (Salford) Ltd v Shaw [1935] 2 KB 113 [11] Farouk HI Cassim, The Division and Balance of Power between the Board of Directors and the Shareholders: The removal of Directors, Banking Finance Law Review 29 B.F.L.R. p. 154 [12] Ibid. [13] D. D. Prentice, Jurisdiction of Shareholders Meetings, The Modern Law Review, Vol. 40, No. 5 (Sep., 1977), pp. 587 [14] Alexander Ward and Co. Ltd v Samyang Navigation Co. Ltd [1975] 1 WLR 673 [15] D. D. Prentice ibid [16] Foster v Foster [1916] 1 Ch 532 [17] L. S. Sealy, Company Law. Power of the General Meeting to Intervene, pp. 28 [18] Barron v Potter [1914] 1 Ch 895 [19] Wedderburn, K.W., 1957. Shareholders rights and the rule in Foss v. Harbottle. The Cambridge Law Review, 15(1), 195 [20] Griggs, Lynden (1993) The relationship of the rule in Foss v. Harbottle to the statutory remedies for minority shareholders. Research Master thesis, University of Tasmania. pp. 22 [21] Wedderburn, K.W, p.203 [22] Ibid. [23] Griggs, Lynden (1993) pp. 23 [24] Wedderburn, K.W, p.207 [25] Ibid. [26] ibid. [27] Ibid. pp 203 [28] Ibid. pp 209 [29] Ibid. [30] Griggs, Lynden (1993) pp. 24 [31] Ibid. [32] Ibid. pp 27 [33] Ibid. pp 26 [34] The Companies (Modern Articles) Regulation 2008, Article 4 [35] Elizabeth Boros, How Does the Division of Power Between the Board and the General Meeting Operate? Adelaide Law Review 31 (2010) p.171 [36] Ibid. [37] Saleem Sheikh, William Rees, and Sheikh Saleem, Corporate governance corporate control (Cavendish Publishing 1995) p. 22 [38] Ibid. [39] Ibid. [40] D. D. Prentice, p.588 [41] ibid [42] Ibid pp. 589