Corporate Governance Scorecard of Hoang Anh Gia Lai Group

(1) At any meeting held for the election of directors the stockholders are so divided that they have failed to

Whether all the shareholders must consent to the election of S status, under section 1362(a)(2)?

The board carries out the duties in regard to the interest of the companies’ shareholders, staff,

Phenomenal growth of interest in corporate governance has emerged in recent years. The body of literature on the subject has grown markedly in response to successive waves of large corporate failures. Furthermore, there have been numerous attempts to define what constitutes ‘good corporate governance’ and to provide guidelines in order to enhance the quality of corporate governance.

It is traditional to start considering the scope of the rule by reference to Buckley J's observation in Re Duomatic Ltd , ‘where all shareholders who have a right to attend and vote at a general meeting of the company assent to some matter which a general meeting of the company could carry into effect, that assent is as binding as a resolution in general meeting would be'. Undoubtedly, the rule is a doctrine of wide application, however, it must not be regarded as a cure for any failure to observe

In corporations, issuing new shares belongs to the Board 's power. It is the management issue that cannot be inferred by members: RR s 198A. Therefore, Hearts and Flowers Pty Ltd can issue a new class of ordinary shares in company to for fundraising. However, the new shares are attached with doubled voting rights than the existing shares, which means there is a variation of class rights. Generally, when it comes to a variation of class right, corporations would apply with s 246C of Corporation Act, yet, if the company has a constitution that sets out the procedure for varying or cancelling rights, the procedure must be complied with: s 246B(1). This illustrates that the constitution 1 of Hearts must be followed. Therefore, the variation of class right must be approved by the ordinary resolution with above 50% votes of the company as a whole.

The board of Hastie have appeared to failed in all four key functions of the board (Tricker 2012, p174, Fig 7.1) being Strategy Formulation, Policymaking, Monitoring & Supervision and Accountability which could reasonably be judged that the Hastie Board of Directors had operated outside of 7 of the 8 principles (the only Principle seemingly being observed was ‘Principle 8 – Remunerate fairly and responsibly) (ASX 2010, p40) described so the review will focus on Principles 3 and 4.

The company believes that the executives and directors should own the stocks. In order to be a stockholder,

The ownership structure for Bombardier not only gives the Bombardier family majority ownership of shares, but also superior voting power. Given that Class A shares have ten votes each and Class B shares have one vote each, the Bombardier family is deemed to control 54.35% of all the voting rights of both classes of common shares. This gives the Bombardier family ownership and control over the whole corporation. The non-controlling shareholders have insignificant voting power over the Bombardier family which may make it unfavourable to invest in the company.

Corporate governance is a set of actions used to handle the relationship between stakeholders by determining and controlling the strategic direction and performance of the organization. Corporate governance major concern is making sure that the strategic decisions are effective and that it paves the way towards strategic competitiveness. (Hitt, Ireland, Hoskisson, 2017, p. 310). In today’s corporation, the primary objective of corporate governance is to align top-level manager’s and stakeholders interest. That is why corporate governance is involved when there is a conflict of interest between with the owners, managers, and members of the board of directors (Hitt, Ireland, Hoskisson, 2017, p. 310-311).

Whether board of directors is obliged to follow the resolution passed by the shareholders at the general meeting.

Corporate governance in itself has no single definition but common principles which it should follow. For example in 1994 the most agreed term for corporate governance was “the process of supervision and control intended to ensure that the company’s management acts in accordance with the interest of shareholders” (Parkinson, 1994)1. Corporate governance code is not a direct set of rules but a self-regulated framework which businesses choose to follow. This code has continued to change in the past 20 years in accordance with what is happening in the business world. For example the Enron scandal caused reform in corporate governance with the Higgs Report which corrected the issues which were necessary. Although it does not quickly fix problems, it gives a better framework to

“A proper balance of the rights of majority and minority shareholders is essential for the smooth functioning of the company.”- Explain & Illustrate? 1. Introduction:

For the purpose of this report, corporate governance is defined as the relationship that exists between company management, stakeholders and the board. Objectives of the company are usually set, attained and monitored through the structure corporate governance provides. (Balgobin 2008).The Guyana Corporate Code of Governance is similar to the UK codes of corporate governance and the Organisation for Economic Co-operation and Development (OECD 2004).These principles serve as a reference point that can be used by companies to develop their own frameworks for corporate governance that reflect their own circumstances or situations.

Corporate Governance refers to the way a corporation is governed. It is the technique by which companies are directed and managed. It means carrying the business as per the stakeholders’ desires. It is actually conducted by the board of Directors and the concerned committees for the company’s stakeholder’s benefit. It is all about balancing individual and societal goals, as well as, economic and social goals. Corporate Governance is the interaction between various participants (shareholders, board of directors, and company’s management) in shaping corporation’s performance and the way it is proceeding towards. The relationship between the owners and the managers in an organization must be healthy and there should be no conflict between the