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

People Are Becoming Overly Dependent on Technology

Dustan Clinton English 1301 Doctor Nellis 15 April 2013 People have become overly dependent on Technology Some people would say all the great inventions and updates on technology have made this world a better place. It has not! This world has become overly dependent on technology, because of the fact; jobs requirements have changed, laziness has prevailed and people are just commonly fascinated in all that has been created in today’s world that makes that one task little bit easier by the push of a button.Society is pushed in learning new technology to keep their jobs. Men and women that are in there mid range of age in life having been working for that certain career that now allows a machine or knowledge of a device to run it. The newer generation will not know what it is like to actually build with their hands, and will be lost if the device was to break. Certain industries have to have parts quality inspected and be checked by hands. Now they have machines to do it.Our mil itary relies on advanced technology to protect or national security, knowing that’s not the only way to protect. Laziness is part of people becoming overly dependent on technology in today’s society. Everyday ordinary people are using the latest technology to make life just a little easier. Take cell phones added with high speed internet. People can deposit checks, make credit card payments, and pay utility bills, just from a few touches of some buttons on their phones. People are using emails instead of writing letters and postage stamps.Cell phones and similar devices are allowing access to web sites like face book and twitter that allow family and friends to stay connected instead of actually using their phone to make a call. Some kids are growing up not knowing how to even use certain kitchen appliances, such as cheese grader, potato peeler, or can opener. Almost all foods are being made where anyone is able to throw in the microwave and have a full meal. Younger g enerations don’t know what home cooked meals are using grills really is because you can ave full four course meal out of the little box in the corner of the kitchen that cooks for you. House hold chores have even become easier with electric appliances. Dish washers, washing machines, clothes driers, robotic floor sweepers; have made people lazy because they have become overly dependent on today’s technology. People are so fascinated with today’s technology it has caused society to become overly dependent on it. Gaming systems for kids have become so high tech. it is causing them to become addicted, and keeping them from wondering outside and seeing the nature side of life.The systems are filled with intense graphics and connect to high speed internet so kids and young adults can game with the other side of the world. That is fascinating and it also causes kids to be overly fascinated in this technology. Society use to go to the store to rent movies and but cdsâ €™, now they just get on their computers and find a web site to download them. Downloading capability has multiplied 100 percent over the past ten years. It fascinates people just to be able to sit at home and get all the music, or watch any movie they want right there at their finger tips.

Top Tips of Opinion Essay Samples for Kids

Top Tips of Opinion Essay Samples for Kids Introducing Opinion Essay Samples for Kids At least you may take it off, while tattoos may endure for a lifetime. The interviewee does imply that tattoos are crucial to being part of a biker group. If you're left with a tattoo that's offensive to some individuals, although you don't think so, you might be isolating yourself from others who don't appreciate your tattoo, which might include your own family or intimate partner. Finding a tattoo for this purpose can look like hazing. To summarise, it's a wonderful chance to go abroad to study but it's important to have a superior teacher and to be focussed on learning or you may waste your time, and a bundle. Thus, a bright student gathers facts in the very first location. Occasionally it's just easier for students to observe an example when faced with a very long collection of scoring criteria however kid-friendly it's written. A Real Estate company unlike any other centered on the m ission of constructing a network of career-minded pros who strive to cultivate their enterprise and their future. Given an essay is a lengthy bit of writing condensing into a 5 page structure is a powerful method to ensure it is comprehensive. In the end, you can't hide from the simple fact that you want to compose that paper, so face your fears and begin writing. The report is a bit difficult due to the organisation and format. But there continue to be people who can't write papers by themselves even should they have samples. The Argument About Opinion Essay Samples for Kids Firstly, we should have a look at the expense of learning a language. When you have organized all your facts in your outline, all you need to do is join them together with bridging language. You should comprise examples and evidence that demonstrate a true comprehension of your topic. Be certain to answer this question specifically about the ecological systems theory instead of just in general. Duri ng the calendar year, you've got school for six hours per day, and of course all that extra homework. Also, on our blog, you can discover lots of different samples for various disciplines. The key point here is you, as a student, should be prepared to write on such a topic. Your kid was requested to compose an essay as part of a school project, or as a type of essay contests for children, and you might find it tough to think of persuasive essay topics. The Hidden Facts About Opinion Essay Samples for Kids Choose which ideas are perfect to be mentioned at the start, in the major part and at the conclusion of your essay. Sometimes, it's an excellent idea in order to add something funny to your argumentative essay. It's important to understand that essay topics are just basic ideas that leave you pondering an idea that might be a huge deal to somebody else. You have the chance to express your thoughts freely. Choose one which you get a strong opinion about. Kibin editors ar e almost always prepared to help. Write three or more reasons to back up your opinion. Collect research to strengthen your opinion. This sort of essay doesn't need to rely on hard facts since it is based on someone's individual beliefs. It can be created by valid arguments to support the reason. In order to genuinely understand what you're arguing for or against, it is crucial that you comprehend the opposing arguments of your topic. Every one of these with another argument supporting your viewpoint. Our free hints will allow you to get through any form of essay. Nevertheless, if you're stuck with your essay, you may always count on the strategies and recommendations from professional writers! The ideas below function as a handy guide when you're writing your opinion essay. Also, remember a couple pretty normal suggestions on picking a topic for an opinion essay. You would like the readers to agree to your views and share the very same opinion on the subject. Explore both views and provide your opinion. Before you commence writing your essay, you should study the sources related to the prospective subject, and make certain you have enough evidence to hold up your thesis statement. Before starting to compose your essay, you should gather information to back up your opinion. Consider a TopicWhen writing an opinion essay, you wish to opt for a topic that you truly feel strongly about. It is going to also be a lot simpler to write about a topic you're passionate about. There are a few great topics to look at when selecting topic for your argumentative essay. Try out a few of these topics. Examine the model essay and read the comments.

Benefits of Computer Based Tests

Many universities and colleges around the globe are now using computer based admissions tests. Computer based tests can measure an array of skills and knowledge and provide valuable insight as to the test-taker’s abilities and aptitude. As opposed to paper-based tests, computer based tests are of two types; Linear tests are similar to paper based tests in that the computer selects random questions of varying difficulty levels for test-takers irrespective of their performance level. Computer Adaptive tests actually take the test-taker’s performance into consideration by judging their ability based on their answers to every subsequent question. The computer then generates questions that are best suited for the performance level of the test-taker. Computer based tests offer a wide range of benefits for both the applicants and the academic institutions. Some of the advantages include: Computer based tests are easier and more convenient to take as opposed to paper based tests. The test-taker can take only a specific amount of time to answer every question and cannot go back to change the answers to the previous one whereby reducing the overall time it takes to attempt the test. Universities and colleges can get faster test results as all computer based test results are automatically generated. This helps them make speedy decisions regarding admissions or grades. Computer based testing is offered year-round in most locations. The testing environment is much more comfortable and customized. Some tests provide an unofficial viewing of the test-taker’s test results (except essay questions). Tests are organized on first come, first serve basis. A word processor option is available to attempt essay questions easily. The test provides a basic computer test tutorial before the actual one starts so even those who are not familiar with computer based tests can get a pretty good idea of how to take it. Furthermore, tips and tutorials on computer based tests are also available on different testing websites. With adaptive computer based tests, test-takers will only be asked questions that suit their caliber and potential. This revolutionary approach to test taking ensures that the test takers are only asked questions that they have the ability to answer. This also means that all test-takers, even the ones taking the test at the same time, will be asked different questions. If those giving the test are unfamiliar with the format or are used to reading the entire test before answering any questions, they can practice with test preparation software that mimics computer based tests. At the end of the day, automated tests end up saving a lot of time for both the taker and the administered. These tests are well structured so anyone taking the test can dive straight in and start answering questions. There are also fewer chances of confusion since these tests are designed in such a manner.  Conversely, the person checking the test can retrieve results within a matter of seconds through a few clicks. This certainly beats going through lengthy conventional tests that are paper-based.

A Research On Stem Cell Research - 924 Words

The scientific knowledge gained from stem cell research has proven very useful, yet the knowledge did not come without the destruction of human embryos. According to Healy, Bernadine P. â€Å"The Government Must Regulate Stem Cell Research†, †stem cells† come from human embryo or fetus that is at its first stage of development in which it is in its single cell form before it starts its development stage or complex stage (Bernadine). What this means is, stem cells, at its single cell stage doesn’t have any function, however, scientist have figured out how to transform stem cell into just about anything they want them to be. For instance, scientist are using stem cells and changing them to anything that is practical to the human body such as grow muscle, skin, nerves and even human appendages. In spite of the advances that have been made because of stem cell research, and the entire groundbreaking medical and scientific advances, scientists want to start clone farming human embryos to further scientific research since human embryos are hard to come by. The problem that comes with stem cell research is the idea that human embryos are very well human being and they need to be treated as such. In Frankenstein, Victor creates a monster out of â€Å"human body parts† of dead corpses by stitching them together and bringing it to life, yet Victor refuses to think of his creation as a human being. In Frankenstein, Victor sees his creation come to life after two whole years of scientificShow MoreRelatedStem Research On Stem Cell Research1747 Words   |  7 PagesEnglish 111-36 25 November 2014 Stem Cell Research Stem cell research has cultivated a new, miraculous study in the health field. The study has led to an increase in curing diseases over the past couple of decades. Before stem cell research, diseases were destroying and devastating lives continuously on end. With the use of stem cells in modern time, diseases are no longer taking control of lives. The innovation in biomedical technology, such as stem cell research, has greatly impacted the understandingRead MoreStem Research On Stem Cell Research1271 Words   |  6 Pages! ! ! Stem Cells Research ! ! ! ! ! ! ! Jabaree Shipp English III NCVPS Mrs.Gallos 8, December 2014 ! ! ! ! ! ! Throughout most of our lifetime on Earth many have pondered the thought of how they and the things around them have been created. They wondered what makes grass grow to what makes themselves grow mentally and physically. Through extensive research and major advancements in technology over these years, decades, and centuries we still have no answer to our own questions. But, we do howeverRead MoreStem Research On Stem Cell Research1318 Words   |  6 Pagesknown as Stem Cell Research (SCR). Stem Cell Research is a relatively new field that has shown much promise to help deal with hundreds of different conditions and diseases. Though this astounding field holds the key to saving thousands of lives, there is a misguided ethical problem with Stem Cell Research raised by the church. The church only focuses on one aspect of harvesting stem cells when there is more than one way to get stem cells. This isn’t the only thing that is holding SCR back. Stem CellRead MoreStem Research : Stem Cell Research1692 Words   |  7 Pages Stem Cell Research As stem cell research progresses, it is essential that we think about the issues encompassing our future. One of the exceptionally debated topics, stem cell research, is gathering a lot of information. Stem cell research is as of now is legal in many nations. The united states, regularly a pioneer in all things new and energizing is one of the last to investigate this topic. 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Before understanding the history of stem cell research, one must understand its possibility of being used to cure people with medical problems, and that continued research will bring many new andRead MoreResearch On Stem Cell Research1731 Words   |  7 PagesProhibit Stem Cell Research Many individuals believe that the beginning of stem cell research began in the early 2000s. However, the history of stem cell research can be traced back to the mid 1800s, when the make-up of human life, known as cells, were discovered (Solter 2006). Without this discovery, stem cell research would cease to exist. Prior to what has become known as stem cell research, scientists began studying embryonic stem cells using mouse embryos in 1981, which makes stem cell research

Frederick Douglass Narrative of the Life Essay Free Essays

The text is one of the most influential and prominent pieces of literature to fuel the abolitionist movement of the early 19th century in the United states. Douglass himself on the other hand, was not only an ex-slave from Maryland but also, an American social reformer, a national leader of the abolitionist movement in Massachusetts, and a writer. His memoir was written and published in 1845 – Lynn, Massachusetts, when slavery was still legal in much of the United States, but despite this, the narrative became such a sensation, selling over 35 thousand copies in the US and Europe. We will write a custom essay sample on Frederick Douglass Narrative of the Life Essay or any similar topic only for you Order Now The memoir’s primary focus is Douglass’ struggle to free himself both mentally and physically from slavery. He believed that through the narration of his personal story, he could show people what slavery entailed however, he kept in mind the larger picture, which was the hope to abolish Slavery. The aim of the author is to position his readers to accept that, in as much as the lack of free education was considered the main cause as to why slavery was prolonged, religion also played an equal role. He clearly demonstrates how education and religion, which are both western concepts, equated to power and to comprehend how the author has positioned his audience to accept his dominant reading, the following must be examined; how ideas, values and attitudes are represented in the text, the perspective and representation of time and place, and lastly, how aesthetic features are implemented to position his audience. One of the central ideas in the text is Douglass’ belief that acquiring an education is the only way to free himself from slavery which he mentions in as it broadened his understanding and opinion on Christianity. He now believed that one couldn’t possibly be a slave owner and a Christian without being considered a hypocrite. For instance, in his appendix he makes it very clear that he hates Throughout the text it is unmistakeably clear that one of the dominant attitudes was that, with education, comes knowledge, power and rebellious acts. This dominant attitude is supported by the following example; It is evident that education and slavery were incompatible. Once the protagonist started to learn, he was no longer ignorant. The sudden awakening conscious enabled him to realise the injustice of slavery and its appalling idea that black people should be slaves because they were born inferior. Hence, Douglass demonstrating why it was important for the slaves to be kept illiterate. Education was a valuable weapon to white men and therefore, by maintaining the slaves uneducated, slaveholders had the power necessary to enslave black people for a prolonged period. Similarly, another dominant attitude was that, â€Å"slaveholding religion† was not a religion but an utter pretence. What Douglass insinuates is that the perversion of Christianity by slaveholders served to support their self-righteous brutality thus giving them power. With the harsh criticism, it is evident that Douglass clearly shows how the same southerners that considered themselves devoted Christians, are the same corrupt and immoral men that not only use religion to justify slavery, but also defend slavery by using the excuse that they were bringing â€Å"Christianity† to the slaves. Herewith, Douglass vindicates the cause of the prolonged dehumanization of black people and effort to abolish slavery. As aforementioned, when Douglass wrote this narrative, slavery was still legal in some parts of the United states. Slaves were deprived of basic facts about themselves such as their birth date or parents hence robbing them a sense of individual identity at a very young age. As they grew older, it was deemed improper to allow slaves to learn how to read and write. The representation of the nineteenth century South in relation to education showcases that slave owners clearly understood literacy would lead slaves to not only question their rights but also question why whites were permitted to keep slaves. The following example, clearly demonstrates how white men used ignorance as a tool of slavery. † Through the slave’s ignorance and illiteracy, they could not tell their side of the story about slavery thus putting the southerners in a position of power as they had control over what the rest of America new about slavery. Equally, with Douglass’ growing ambitious attitude to gain an education, he started to question the type of Christianity practised. At the time, one of the evangelistic reasons for the sustained enslavement was that it removed people from a culture that worshipped the devil, practiced witchcraft, sorcery and other evils. Additionally, one of the social perspectives of the nineteenth century south was that, slavery was God’s means of protecting and providing for an inferior race through suffering the â€Å"curse of Ham† as portrayed in chapter 1, page 4; The dominant reading that is encouraged by the author is that, with the false justifications deeply imbedded during that time, there was no basis to question the kind of Christianity practiced. This portrayal throughout the text was just another powerful strategy which slaveholders implemented to sanction the imprisonment of black people. To convince his audience that his narration was a true testimony of what happened to him, Douglass employs the Columbian Orator as a symbol in the representation of how education and religion both played equal roles to prevent the emancipation of slaves. The two main pieces Douglass focuses on in the orator are: the master-slave dialogue and the speech on behalf of Catholic emancipation. He states, Evidently, Douglass positions his readers to accept that, as he learned the fundamental skills of literacy, he also gained knowledge of the injustice of slavery. He could now articulate himself and give both philosophical and political reasons as to why slavery was wrong. Therefore, the undisputable dominant reading suggested by Douglass is that the Columbian orator was both a symbol of human rights and the power of eloquence and articulation. Following this reading, it can be seen that Douglass viewed his own narration as an attempt to replicate The Columbian Orator. How to cite Frederick Douglass Narrative of the Life Essay, Essays

Care Coordination

Question: Discuss about the Nursing Care Coordination ? Answer: Chronic illness not only affects the lives of the people who are affected with it but it also tends to hamper the physical as well as the emotional health of the carers who are taking care of the chronically ill patients. Therefore caring for the chronically ill patients often results in a negative impact on the lives of the family members who have taken the responsibility of caring for their ill members. One must completely develop knowledge on the impacts that the family members may experience when caring for the patients. This is very much important as the researchers suggest that the physical as well as the mental well being of the carer is indeed responsible for the patients health (Cameron et al., 2016). It enhance not only the health of the patient but also results in the well fare and successful rehabilitation of the patient suffering from the chronic illness. Therefore, it becomes extremely important for the topic to be discussed for better knowledge of the pressures experie nced by the family members while caring for a chronically ill patient at their residences. Therefore the following report will mainly focus on the different types of effects that chronic illness has on the family members. It will also shed light on how the care coordination among different agents can help in reducing the burden that appears on the different carer of the ill patients. It will mainly help to identify the different facilitators and also the different barriers that have potential impacts on care coordination. In order to search for the best articles that will help to understand various kinds of pressures experienced by the family members and also on the concepts of how proper coordination may help such family members, different search strategy with the correct key words is very necessary. The main search engines which were utilized here contain the Cinahl, pubmed, plos one and also Wiley online library, Google scholar was also used that proved to be very helpful. The keywords that were mainly used for the searching of articles in the search engines were- community nursing, family pressure, burden, chronic illness at home, patients with family carer and pressure on them, emotional well being of carer, physical effect on carer, care coordination, facilitators for care coordination, barriers for care coordination and many others. Researches conducted by eminent scientists have shown that family members who tend to interact extensively with that of chronically ill patient in their family develop not only physical stresses but also go through severe emotional turmoil (Pietta et al., 2013). Researches show that they suffer from physical exhaustion, stress, poor self care and also are subjected to mood swings and different types of mood disorders. They also go through various physical disturbances that make them suffer from various health conditions that involve high cholesterol, hypertension, depressed immune system and many others. It is necessary for the carer to understand what they need to carry for themselves to derive the strength for providing palliative care.This is important because it would help to meet the needs of their patients which in turn create more burdens on the caregiver (Nielson et al., 2016). A number of various factors have been reported by the carer who acts as the contributors to the str ess of carer. Lack in proper education and skill for caring a chronically ill patient and lack of assistance from healthcare professionals are some of them (Kendell et al., 2014). Absence of proper social support and increasing stress with continuously advancing disease stages thereby create burden. Researchers also suggest that the physical and mental health stability of the caregiver is very important because the behavior and the attitude of a caregiver often influence the psychological adjustment that a patient prepares with his illness and also denotes the behaviors of the patients that either results in promotion of his health and delay recovery resulting in prolonged adherence to treatment (Adelman et al., 2014). Therefore it becomes extremely important for them to take the assistance form health care professionals, who will mainly help in the coordination of the care and thereby provide support to the family members through thorough education with the provision of resources a nd also help in communication. Researchers over the years have stated that care coordination helps in including a large number of aspects of health care provisions which are provided by multidisciplinary team that comprises of community based social service providers along with medical and nursing teams. It is already established that even after the release of the patient from the hospitals, the caregivers and also the family members continue to face different types of challenges while accepting and giving care respectively (Burgio Gugler, 2016). Therefore it is the crucial role of the team of the care coordinators to assist the family carers to overcome the different challenges that they face. This team helps the caregivers to identify the different aspects where they are losing their confidence to provide care and accordingly help them in gaining strength and realizing ways to promote such strengths. It also help them to get involved in certain reflective mode of thinking situations which help them to understan d which part of their life is affected and in which way so that they can try to make it better and also help in adapting to the los they have faced (Osborn et al., 2014). Community health and home health nurses can help the family caregivers by assessing their mental and physical well being, employment status, resources available, and also their feelings at a regular basis when they would come as primary care visits. First they should try to engage the caregivers in discussions trying to know their experiences of sadness, depressions, irritability, insomnia, decreased appetite and others. These should be followed by them to give references to the caregiver to different resources like social worker, care manager or even social care services to provide support to them (Cramm Nieboer, 2016). In many cases also it has been seen that the general practitioners who treats the patients with the chronic illness also remains aware of the burden that the family member is facing while giving care to him (Coleman et al., 2015). They can easily understand the different types of resources that can help the family member of the patient and refer accordingly. Often t he nutritional need of the carer gets neglected under the burden of the carer. The community nurses and the GP can assess such needs and accordingly refer them to the dieticians. Then the dieticians will educate the caregivers about the correct nutritional requirement needed by them so that they can overcome the challenges of caring. Chronic patients are those who is suffering from some particular disease for more than three-six months. They are being treated by the senior doctors and can be taken care by the nurses or the care coordinators (Bronstein et al., 2014). Care coordinators can be hired from the rehabilitation centres. For any particular patient suffering from chronic illness are need to be taken care by the family members for their fast recovery. Care coordinators need to assemble the necessary documents of the patients suffering from chronic illness. They need to forward those to their higher authority or the specialised medical practitioners. The care coordinators need to coordinate and regulate the team meeting and to gather the information that must be required for the recovery of the patient suffering from a particular chronic illness (Aronson, Bautista Covinsky, 2015). The point of this article is to basically break down and examine the present writing identified with the family weights of constantly sick customers at home. This subject is worth to talk about as a broad group of research recommends that constant ailment influences not just the lives of those misery from ailment additionally the relatives who administer to them (Fullerton et al., 2016). Taking care of the effects of incessant disease on relatives is imperative in light of the fact that the physical and enthusiastic wellbeing of family guardians can possibly impact the wellbeing, great admission and fruitful recovery of people with such endless sickness. In this way, a critical point of this article is to talk about the impact of perpetual sickness on parental figures. Another point of this paper is to clarify the part of care coordination to mitigate trouble from relatives taking care of constantly sick customers in their homes. The part of all work force required in care coordinati on is will be clarified and the significance of correspondence among them will be talked about. In addition, the facilitators and boundaries to care coordination will likewise be recognized (Bautista, Covinsky Aronson, 2015). Look into has demonstrated that giving consideration to an incessantly sick relative can effectively affect the guardian's mental wellbeing and physical prosperity over a timeframe. The relatives of patients who fill in as parental figures are more inclined to state of care unsettling influences, physical weariness, stretch, poor self-care, and other wellbeing conditions, for example, hypertension, elevated cholesterol, and discouraged invulnerable framework. Parental figures frequently additionally are required to give up their own needs to address the issues of the relative, and this can expand guardian load advance. The family parental figures regularly report shortfalls in instruction and abilities identified with the patients care, an absence of help from medicinal services experts, a nonattendance of social support, and expanding stress related with the patient's propelling ailment condition. The families impact a patient's mental acclimation to the disease, adjustment of pract ices that advance or defer recuperation and adherence to treatment. Thus, the relatives overseeing patients with perpetual diseases at home require human services experts to facilitate care and render bolster through training, assets and correspondence. Care coordination includes various parts of wellbeing administration arrangement gave by a multidisciplinary group involving restorative, nursing and group based social specialist co-ops. It is imperative for clinicians to understand that parental figures and patients keep on facing huge difficulties long after they are released from doctor's facility and they require ceaseless observing. The critical part of the care coordination group is to guarantee that family carriers are helped to meet the difficulties of care. Care facilitators help the carriers to nearly look at the impacts of care-giving on their lives and help them recognize qualities that elevate adjustment to misfortune. Besides, care coordination connects with patients and families in intelligent discourse about how disease has changed their conditions and proposes techniques to defeat the anxiety postured via care giving. Care coordination envelops various parts of wellbeing administration arrangement gave by a multidisciplinary group including medicinal, nursing and group based social specialist organizations. It is essential for clinicians to understand that parental figures and patients keep on facing noteworthy difficulties long after they are released from healing facility and they require persistent checking. The urgent part of the care coordination group is to guarantee that family carriers are helped to meet the difficulties of care (Taylor et al., 2013 A general expert in essential social insurance administrations mainly acts as a guard who eludes the patients to other human services authorities and is in-charge of care coordination (Friedman et al., 2016). General professionals frequently have long haul associations with incessantly sick patients and their families, in this way, they can without much of a stretch recognize parental figures' anxiety and allude them to fitting administrations. For example, it is likely that parental figure weight may keep some carriers from perceiving their own particular nourishing needs. GP or group medical attendants may effortlessly evaluate the parental figures' wholesome needs and elude them to dietician who may teach the guardians about the significance of having an adjusted eating regimen to meet the difficulties of caring. Care coordination is a significant component of giving viable care to the parental figures, notwithstanding, there are sure facilitators and obstructions to care coordination. Multidisciplinary group gatherings are viewed as an indispensable part to provide facilitated and community care. Powerful correspondence among care suppliers amid these gatherings encourages care coordination; in any case, these gatherings are not executed as reliably or effectively as prescribed prompting to absence of care coordination. There are a few obstructions to the powerful execution of these gatherings, for example, time imperatives, absence of managerial support for these gatherings and predominant identities constraining open dialogs. Coordination is improved through correspondence that spotlights on critical thinking as opposed to faulting. In human services settings, members regularly point the finger at each other when blunders happen; be that as it may, accusing undermines coordination by makin g data stay covered instead of being shared (Scholz Minaudo, 2015). What can be more other than sharing the regards among members likewise escalate coordination, in any case, individuals from various word related groups may strengthen their own status by developing lack of regard for the work performed by others successful administration and administration framework is a solid facilitator of care coordination. Moreover, devoted time and assets, great correspondence and data sharing among staff, and attention to the formal of cooperating may likewise upgrade coordination. Taking everything into account, as the quantity of constantly sick patients increment in the public eye, it is imperative that the associated wellbeing group comprehend the family care supplier. The people group wellbeing and home wellbeing medical attendants are in a flawless circumstance to lessen weights on the relatives of incessantly sick patients at home (Friedman et al., 2016). By evaluating and understanding the issues, the care coordination group can give intercessions that will be proactive and avoid additionally worry in the life of the caregiver, customer, and family. There are facilitators and hindrances to viable care coordination. Certain components, for example, shared learning, common regard, and top notch correspondence that is opportune, regular and critical thinking may encourage care coordination. In actuality, absence of time, absence of regard towards different experts, pointing the finger at each other, absence of regulatory support to the gatherings, predomin ant identities restricting talk are a portion of the hindrances to care coordination (Scholz Minaudo, 2015). Additionally research is expected to defeat these hindrances and execute procedures to bolster caregivers. References: Adelman, R. D., Tmanova, L. L., Delgado, D., Dion, S., Lachs, M. S. (2014). Caregiver burden: a clinical review.Jama,311(10), 1052-1060. Aronson, L., Bautista, C. A., Covinsky, K. (2015). Medicare and care coordination: expanding the clinicians toolbox. Jama, 313(8), 797-798. Bautista, C. A., Covinsky, K., Aronson, L. (2015). Chronic care management for Medicare patientsReply. Jama, 313(22), 2286-2287. Bronstein, L. R., Gould, P., Berkowitz, S. A., James, G. D., Marks, K. (2015). Impact of a social work care coordination intervention on hospital readmission: a randomized controlled trial. 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(2016). Facilitators and barriers to care coordination in patient-centered medical homes (PCMHs) from coordinators' perspectives. The Journal of the American Board of Family Medicine, 29(1), 90-101. Fullerton, C. A., Henke, R. M., Crable, E. L., Hohlbauch, A., Cummings, N. (2016). The Impact Of Medicare ACOs On Improving Integration And Coordination Of Physical And Behavioral Health Care. Health Affairs, 35(7), 1257-1265. Kendall, M., Carduff, E., Lloyd, A., Kimbell, B., Cavers, D., Buckingham, S., ... Sheikh, A. (2015). Different experiences and goals in different advanced diseases: comparing serial interviews with patients with cancer, organ failure, or frailty and their family and professional carers.Journal of pain and symptom management,50(2), 216-224. Nielsen, M. K., Neergaard, M. A., Jensen, A. B., Bro, F., Guldin, M. B. (2016). Psychological distress, health, and socio-economic factors in caregivers of terminally ill patients: a nationwide population-based cohort study.Supportive Care in Cancer,24(7), 3057-3067. Osborn, R., Moulds, D., Squires, D., Doty, M. M., Anderson, C. (2014). International survey of older adults finds shortcomings in access, coordination, and patient-centered care.Health Affairs,33(12), 2247-2255. Piette, J. D., Rosland, A. M., Marinec, N. S., Striplin, D., Bernstein, S. J., Silveira, M. J. (2013). Engagement with automated patient monitoring and self-management support calls: experience with a thousand chronically-ill patients.Medical care,51(3), 216. Scholz, J., Minaudo, J. (2015). Registered Nurse Care Coordination: Creating a Preferred Future for Older Adults with Multimorbidity. OJIN: The Online Journal of Issues in Nursing, 20(3). Taylor, E. F., Machta, R. M., Meyers, D. S., Genevro, J., Peikes, D. N. (2013). Enhancing the primary care team to provide redesigned care: the roles of practice facilitators and care managers. The Annals of Family Medicine, 11(1), 80-83.