Thursday, October 31, 2019
Standard, Ethics and Copyright Investigation - Essay Example The ISTE defined standards seem totally aligned with this old saying. According to the standards, the teachers are expected to use their subject knowledge to inspire the students for learning. Their task is to inculcate critical thinking in their students in order to make them observe, understand and solve real world problems. The teachers should work as facilitators and should guide the students throughout as supervisors, mentors or learning participant. The assessment is an integral part of learning. The results always encourage good students to move forward and keep up their pace. To assess the student correctly in a qualitative manner is the most difficult task for a teacher. The ISTE expects a teacher to get engaged in the Designing of Assessment procedure using the tools of digital age. The teachers are not only expected to deliver to the students but they are also expected to continuously engage in self improvement. Administrators are expected to create and support an environm ent and culture that supports digital learning. Ning is a social network for the promotion of Digital Learning. It provides the ISTE members mean to get connected for the cause and to share the knowledge round the year. Topic Two: NETS-S (National Educational Technology Standards for Students) Students are the main product of ISTE. They are expected to exhibit innovative and critical thinking, to show team work, to use the digital media effectively for learning, and to demonstrate the conceptual knowledge of the technology. NETS.T comprises of the standards of teaching that are expected to be complied by the teachers under ISTE. Topic Three: Ohio Technology Standards According to the Seven Standards The teachers are expected to understand the learning capacity of students and the difference of caliber must be considered positively. Teachers are expected to have a complete grip on the subject they are responsible to teach. Teachers must ensure that the students they are teaching are learning. this should be done through deploying the assessment mechanisms. Lectures must be planned and effective. Teachers are expected to create and promote appealing learning environment. Teachers are expected to have good communication of studentsÃ¢â¬â¢ learning with the related entities like Administrators and Parents etc. Teacher must adhere to their own professional growth practices. These standards are not difficult to be followed. Both the standards that are ISTE and Ohio seem equally good. Ohio seems more organized. Topic Four: Ohio ETech Office and Programs Ohio ETech Conference is a massive conjecture of over 6500 technology innovators that gather once in a year. The year 2012Ã¢â¬â¢s conference is expected to be held from 13-15 Feb 2012. This conference is conducted in Ohio only once in a year. It is the opportunity for technology innovators and enthusiasts to present their ideas and innovations in front of their peers. E Tech offers a number of distant learning and other technology based and technology related courses. These include telecommunity and mathematics just to name a few. Local education agencies are the sources of money/grants for etech from Ohio teachers. Topic five: Ethics or Netiquette AUP acceptable Use Policy. AUP is like a code of conduct that has been set for students. It is a law constructed to guide students so as to enable them to be aware of what actions can they perform over the internet and what actions they cannot. It specifically consists of a definition, a policy statement, an acceptable use section, an unacceptable use section and a sanctionsÃ¢â¬â¢ sections. As the names of its parts suggest it also contains the sanctions that can be promulgated if violations of its conducts occur. Online safety for students is concerned with the fact that they should not reveal
Tuesday, October 29, 2019
Role of Creativity in Enhancing the Competitiveness of Unilever Company - Essay Example It is the spirit of creativity that has made the company a consumer giant with billions of customers buying its products globally. Creativity Index The global competitiveness report publishes country-wide index of economic creativity that defines how countries through their firms improve their productive activities. Though the index puts most developed countries high in the list (UK is ranked 8th in the competitive list) but crucial thing is that many developing countries are adopting newer ways and technologies and they are fast catching up with developed economies. The index shows how East Asian countries have become more creative to become competitive in several manufacturing processes. That is why it is important for the developed countries to continue with their creative ways to remain competitive globally (Global Competitiveness, 2012). Competitiveness through CreativityÃ¢â¬â A Unilever Way Unilever strongly believes that creativity can make a strong impact on the organisati on and the company attempts to bring forth creativity through diversity of minds. Unilever, in one of the study to research on creative teams, conducted 100 creative sessions using a questionnaire. Researchers finally received 78 completed questionnaires that had enough information. For our understanding, the problem fields to which study was initiated can be described as per the following. Field: alternatives for product A or think about ingredients for a particular benefit. Field: thinking about next generation product or a format for a new product called Y. Field: solving technical products such as how to improve dispensing of the cream or thinking for new application using a new ingredient. Field: cultural issues such as having more fun at work. Each creative session... This essay presents one of the best examples of the analysis of creativity role in the process of modern management of a company in the globalized world of today. As shown in the essay, creativity plays an important and crucial role in developing and sustaining economic competitiveness of advanced economies. Igniting creativity across all business activities is certainly a big challenge for the management of any firm and Unilever understood the importance of creativity and that is why the company has been able to expand across most parts of the world. It is the creativity that has made the company a consumer giant with billions of customers buying its products globally. The global competitiveness report publishes country-wide index of economic creativity that defines how countries through their firms improve their productive activities. It shows, that developing countries are adopting newer ways and technologies and they are fast catching up with developed economies Unilever strongly believes that creativity can make a strong impact on the organisation and the company attempts to bring forth creativity through diversity of minds. Unilever, in one of the study to research on creative teams, conducted 100 creative sessions using a questionnaire. Creativity helps the company to enhance its competitiveness. In todayÃ¢â¬â¢s integrated economic world, companies just cannot survive without an all-round creative approach interwoven as the basic culture in the most aspects of the business activities.
Sunday, October 27, 2019
Critical Review of Henkel (2014) Review of Ã¢â¬Å"Point and shoot memories: The influence of taking photos on memory for a museum tourÃ¢â¬ by Henkel Introduction In psychology, it is important to review literature critically. Questions require to be asked of all research, both prior and subsequent to publishing. Matters such as justification for the research, the approach taken to carry out the research, the results of the research and its generalizability all require to be examined in order to establish whether the findings are worthwhile and reliable. This essay will take such an approach and critically analyse a recent study carried out by Henkel (2014). The article, published in Psychological Science, will be reviewed with any shortcomings addressed and suggestions made for improvement. Overview of paper Henkel (2014)suggests that photography is a common pastime, with more than three billion photographs having been taken in 2012. Citing a variety of evidence, Henkel (2014) suggests that the review of photographs can assist with the retrieval and activation of memories. This applies to both healthy individuals (Hodges, Berry, Wood, 2011) as well as people with specific pathologies (Berry et al., 2007; Loveday Conway, 2011). With the foregoing in mind, it is proposed that research to date has not elucidated how the conscious taking of a photograph affects the subsequent memory of what has been captured. The hypothesis proposed is two-tailed and suggests that memory performance following the taking of a photograph will either be improved, or impaired. In order to investigate this question, Henkel carried out two relatively simple experiments in which participants were required to carry out a visit to a museum. In the first experiment, participants were divided into two separate groups and requested to either view or take photographs of specific objects in the museum, such that all objects were both viewed and photographed once. Subsequent to the visit, participants were given an assessment of their memory for both the location of the objects and the objects themselves by means of a free recall test, followed by a recall test based on a list of object names. In addition to the object name recall test, participants were required to indicate their confidence in the accuracy of their responses. Finally, a recall test was administered to participants based on photographs of objects. Across all recall tests, participants were required to indicate whether the object in question had been observed, photographed or had not been part of the tour. Results suggest that photographing an object has a negative impact on a personÃ¢â¬â¢s memory for that object, although participants could remember whether an object had been photographed or viewed at better than chance levels. Participants were, however, better at remembering objects from a photographic cue, as opposed to a name cue. Following the first experiment, some further questions were raised in connection with the procedure and a second experiment took place with a view to clarifying these. The procedure in the second experiment was broadly similar, although objects on the tour were split into three groups requiring them to be photographed in full, in part, or viewed, such that all objects were photographed in full, in part and viewed once. The post-visit memory tests administered to participants were similar, with the exception that participants did not participate in the free recall test. In the name recall test, participants were required to answer two questions about the object and in the event that a specific part of the object had been photographed, a question was asked about that part, as well as a more general question about the object. Results replicated those of the first experiment, in that there was an impairment effect of taking a photograph generally, as well as the previous observation that memory for whether an object had been photographed or viewed was better than chance. In contrast, when an object had a specific part photographed, memory for that part , as well as the object more generally, was improved. Methodological comments Participants In experiment 1, it is noted that two thirds of participants had indicated a previous visit to the museum in question, although not within the month prior to the experiment. No such note is made in respect of the participants in experiment 2. This may be an oversight, or it may be that all of the participants in experiment 2 are, in fact, naÃ ¯ve participants. In the event that this is an oversight, the simplest resolution would have been to insert a line in the original manuscript to identify how many participants in experiment 2 had previously visited the museum. In the event that all participants in experiment 2 were naÃ ¯ve, it may prove problematic when comparing the two experiments. Ideally, all participants in this sort of experiment should be naÃ ¯ve, as a previous visit to the museum may give those participants a memory advantage over those who have not visited. It is unclear how this may have affected the results of the experiments, but future experiments of this nature may look to deal with participants with a previous experience by using a quasi-experimental design (Bryman, 2008). Such a design would allow for participantsÃ¢â¬â¢ previous experience to be catered for, although the negative impact of such a design is that causality cannot be fully inferred from the results (Bryman, 2008). Method of recording accuracy of memory recall When recording participantsÃ¢â¬â¢ responses in experiment 1, a free recall test was used initially, followed by tests to measure recall prompted by a name or a photograph. The photograph prompt recall task is well explained in the paper and does not require attention here. Unfortunately, detail relating to the free recall task is slightly less clear. Participants were requested to recall the names of objects on the museum tour, indicating whether they had been observed or photographed. Where an object name could not be remembered, participants were requested to write a brief description of the object. The major issue with this particular aspect of the experiment is that no detail is provided in respect of how the descriptive element of this task was assessed. In the circumstances, it may have been a better option to have only graded responses dichotomously, ensuring that responses where the participant cannot remember the object are graded as such. This appears to be how the data h as been coded here, although no information is provided in respect of a cut off point for remembered or forgotten where the name cannot be remembered by the participant. In respect of the named recall task, there appears to be no requirement for participants to grade their confidence in the accuracy of their responses, as this data is neither referred to anywhere else in the paper, nor statistically analysed. It is unclear why this particular task was required as the paper makes no reference to participantsÃ¢â¬â¢ confidence in their memories. As the task does not appear to be completed in experiment 2, one could ponder whether it was actually necessary for experiment 1. Suitability of statistical tests It is well documented that the ANOVA omnibus test is not suitable for data which are proportional in nature due to the fact that the data is restricted by fixed boundaries of 0 and 1 and the error does not follow a normal distribution, amongst other reasons (Crawley, 2005; Field, 2009). In HenkelÃ¢â¬â¢s (2014) study, the data in both experiments is measured by way of response frequency which is subsequently converted to proportions. It would appear that an ANOVA is therefore not the most appropriate statistical test. In order to rectify this issue, there are three possibilities. The first possibility is to transform the data, using a procedure such as the arc sine transformation, which has the effect of normalising the error distribution (Crawley, 2005). Transforming the data makes it more appropriate for use in an ANOVA, although care still requires to be taken with interpretation of results. It is not clear from HenkelÃ¢â¬â¢s (2014) article whether a transformation has been car ried out on the data and on the basis that it is not noted in the article, it must be assumed that no such transformation has been completed. In the event that a transformation has been carried out on the data, the article should have a note to this effect in order to avoid confusion for the reader. A second proposal to deal with the data would be to carry out a logistic regression, which is a suitable method to use on binomially distributed data, such as proportional data (Crawley, 2005; Field, 2009). Using a logistic regression would allow the researched to make predictions about the impact of taking photographs on subsequent memory, however it would not allow inferences of causality to be drawn. In addition, problems with generalisability of results would also arise, as a logistic regression is not assumed to be valid for predictions which do not apply to the dataset (Crawley, 2005; Field, 2009). The final suggestion for rectification of the problems with statistical procedure is to avoid using proportional data altogether and measure simple response frequencies. This would require a change in the statistical test used for the experiments to the chi-squared test for independence (Pearson, 1900). Again, the main issue with this course of action is that it would no longer be po ssible for the experiment to indicate causality, as the chi-squared test is correlational in nature. Nonetheless, this may be an appropriate course of action with a view to prompting further research in relation to memory for items which have been photographed and the causal effect of taking such photographs. General comments Introduction The introduction is concise and follows a clear, coherent structure. The reasons for the research question and subsequent experiment are clearly detailed. Experiment 1 Aside from the issues identified in the previous section, the methods section is clear, coherent and concise. Whilst not everything required for a replication is included, with some minor additions, the relevant information would be available. At the foot of the results and discussion section (p.398), results of a Source x Retrieval Cue ANOVA are reported without any statistics quoted. The statistics are reported in respect of an interaction, but not for the main effects. It may be that the main effects are not statistically significant, however, for the purposes of clarity, it would be better for them to be reported here. Experiment 2 The rationale behind experiment 2 follows on from experiment 1. The background is clearly and concisely laid out and seems logical. Other than the issues noted previously in respect of methodology, no further problems are noted in respect of the methods applied in the experiment. General discussion In the final paragraph of the general discussion (p. 401) the results are discussed outwith the parameters of the experiments in, one would assume, an attempt to generalise the results more widely. The final sentence appears to make a claim relating to interacting with photos and the effect of interaction on memory. Whilst previous evidence is referred to, it is not clear how this assertion can be made from the results of this experiment, as no attempts were made to show the effect of interaction with photographs on memory. It may be that this conclusion should be revised in order to make a better fit with the results of the experiment. Conclusion In summary, this study appears to be novel and timely, following from and adding to recent research findings. There is a defined gap in the literature in relation to the focus of the study which could be addressed by it. In addition the study may provoke future research into photographs and memory in the social environment, outwith the scenario of a museum visit, which will allow further generalisation of the findings. Despite the issues identified in relation to methodology, the article is well written and the research generally well designed. With a few minor tweaks in relation to statistical tests and provision of further information for the purposes of replication, the article could be improved further. Nonetheless, this series of experiments is novel, appropriate, timely, and adds to the current understanding of memory in relation to photographs more generally. References Berry, E., Kapur, N., Williams, L., Hodges, S., Watson, P., Smyth, G., Ã¢â¬ ¦ Wood, K. (2007). The use of a wearable camera, SenseCam, as a pictorial diary to improve autobiographical memory in a patient with limbic encephalitis: A preliminary report. Neuropsychological Rehabilitation, 17, 582Ã¢â¬â601. Bryman, A. (2008). Social Research Methods (3rd Ed.). Oxford: Oxford University Press. Crawley, M. J. (2005). Statistics: An Introduction Using R. Chichester: Wiley. Field, A. (2009). Discovering Statistics Using SPSS (3rd Ed.). London: Sage. Henkel, L. A. (2014). Point-and-shoot memories: the influence of taking photos on memory for a museum tour. Psychological Science, 25, 396Ã¢â¬â402. Hodges, S., Berry, E., Wood, K. (2011). SenseCamÃ ¢Ã¢â ¬Ã ¯: A wearable camera which stimulates and rehabilitates autobiographical memory. Memory, 19, 685Ã¢â¬â696. Loveday, C., Conway, M. A. (2011). Using SenseCam with an amnesic patient: Accessing inaccessible everyday memories. Memory, 19, 697Ã¢â¬â704. Pearson, K. (1900). On the criterion that a given system of deviations from the probable in the case of a correlated system of variables is such that it can be reasonably supposed to have arisen from random sampling. Philosophical Magazine, 50(5), 157Ã¢â¬â175.
Friday, October 25, 2019
Jean-Paul Sartre Jean-Paul Sartre was an existentialist philosopher. The questions of his philosophy often come out in his readings. Existentialism questions why we exist. Existentialists deny the existence of God. Existentialist writers such as Kafka and Sartre often use prisons and solitary confinement to tell their stories. Often, neither the reader nor the protagonist is aware of what crime has been committed. Jean-Paul SartreÃ¢â¬â¢s Ã¢â¬Å"The WallÃ¢â¬ reflects his philosophy and personal experiences. He worked for the French resistance and was imprisoned by the Germans during WWII. The story takes place during the Spanish Civil War in an old hospital being used by the Spanish FascistÃ¢â¬â¢s to house prisoners. Ã¢â¬Å"The WallÃ¢â¬ is told from a first person, stream of consciousness point-of-view, and uses existentialist philosophy, to illuminate the follies of totalitarian governments like Fascism, and Nazism. Like most existentialist writers, Sartre chooses to tell the story of Ã¢â¬Å"The WallÃ¢â¬ form the first person stream-of-consciousness point-of-view. We get dialogue from other characters, but the dialogue is filtered through the mind and thoughts of Pablo. The terror in the story slowly unfolds from PabloÃ¢â¬â¢s mind. In the beginning, Sartre only gives us a hint of terror. The reality of the situation has not yet set into PabloÃ¢â¬â¢s mind: They pushed us into a big white room and I began to blink because the light hurt my eyes. Then I saw a table and four men behind the table, civilians, looking over the papers. They had bunched another group of prisoners in the back and we had to cross the whole room to join them. There were several I knew and some others who must have been foreigners. The two in front of me were blond with round skulls; they looked alike. I supposed they were French. The smaller one kept hitching up his pants; nerves. (7) The emphasis on the Ã¢â¬Å"round skullÃ¢â¬ foreshadows a scene that later brings terror into greater effect. Tom tells Pablo while they are waiting to be executed, that they aim for the eyes and head to disfigure your face. The emphasis on the perfect round skulls in the first paragraph draws attention to faces and heads. Ã¢â¬Å"The smaller one hitching up his nerves,Ã¢â¬ tell us from the beginning that Pablo should be nervous himself. Pablo knows he is in trouble at the beginning. He just does not realize the amount yet. ... ...out truth or a personÃ¢â¬â¢s innocence. Juan is guilty of know crime and is put to death. Garcia who Pablo meets in the courtyard after he gives his false testimony, Ã¢â¬Å"had nothing to do with politicsÃ¢â¬ (36). When asked why he was arrested, Garica responds Ã¢â¬Å"They arrest everybody who doesnÃ¢â¬â¢t think the way they doÃ¢â¬ (36). The NaziÃ¢â¬â¢s and the FascistÃ¢â¬â¢s used mental torture and the threat of terror to get people to question their own existence, their own sanity. They do not think, they just take orders and obey. Therefore, it is perfectly ironic that Pablo sends them to a place devoid of reason or thought. The further irony is that Gris is hiding in the graveyard in the gravediggersÃ¢â¬â¢ shack and is killed in a gunfight. Pablo says after learning of GrisÃ¢â¬â¢s death, Ã¢â¬Å"everything began to spin and I found myself siting on the ground: I laughed so hard I criedÃ¢â¬ (37). Pablo laughs until he cries because he realizes he never will understand why one man dies and another lives. In spite of all his thinking and mental anguish over the question, every answer he discovers leads back to Descartes; the only part of his existence he can not question is the one truth, Ã¢â¬Å"I think, therefore I am."
Thursday, October 24, 2019
INDIA and WOMEN Women empowerment is a moot subject. At earlier times, women got unprejudiced status with men. But the post-Vedic time was a difficult period when many were treated as slaves, a commodity earned by the man, a mode of produce kids. From the early twentieth century (national movement) their statuses have been slowly and gradually undergone changes. In this regard, we may mention the name of the English people. After then, independence of India, the constitutional makers and national leaders strongly emphasized on equal social position of women with men. Today, we have seen the women occupying the respectable positions in all walks of the sphere. Yet, they are not absolutely free from discrimination and harassment of the society. A few number of women have been able to establish their potentialities. Therefore, each and every one should be careful to promote the status of women. Women constitute approximately 50% of the worldÃ¢â¬â¢s population, but India has shown disproportionate sex ratio whereby femaleÃ¢â¬â¢s population has been comparatively less than that of males. As far as their social status is concerned, they are not treated as equal to men in all the places. In the Western societies, the women have got equal right and status with men in all walks of life. But gender disabilities and discriminations are found in India even today. The paradoxical situation is such that, she is sometimes portrayed as a Goddess and at other times merely as slave. It is now that the women in India enjoy a solitary status of equality with the men as per constitutional and legal provision. But the Indian women have come a long way to achieve the present positions. First, gender inequality in India can be traced back to the historic days of the sacred Sanskrit poem, Mahabharata, when Draupadi was put on the dice by her husband as a commodity. History is a witness that women were made to dance both in private and public places to please the men. Secondly, in Indian society, a female was always dependent on male members of the family until a few years ago. Thirdly, a female was not allowed to speak in a loud voice in the presence of elder members of her in-laws or move around without covering her head and in some cases, the face in the presence of other elder or male members of the family. In the family, every faults had gone to her and responsible. Fourth, as a widow her dependence on the male members of the family increased but that was better than performing Ã¢â¬ËsatiÃ¢â¬â¢ where the widowÃ was burned alive during the cremation of her dead husband. In many social activities, she was not permitted to meet with other members of the family. A woman whether a widow or not had very little share in political, social and economic life of the society and had to vote for the party the family supports, even if she had her views against it. The early twenty century was rise of the National Movement under the leadership of Mahatma Gandhi who was in favor of removing all the chains tied to a woman. At the same time, Raja Ram Mohan Rai, Iswar Chandra Vidyasagar and various other social reformers laid stress on womenÃ¢â¬â¢s education, prevention of child marriage, withdrawals of evil practice of sati, removal of polygamy etc. The National Movement and various reform moveme nts paved the way for their liberations from the social evils and religious taboos. After independence of India, the constitution makers and the national leaders recognized the equal social position of women with men. The Hindu Marriage Act, 1955 has determined the age for marriage, provided for monogamy and guardianship of the mother and permitted the dissolution of marriage under specific circumstances. Under the Hindu Adoptions and Maintenance Act, 1956, an unmarried women, widow or divorce of sound mind can also take child in adoption. Similarly, the Dowry Prohibition Act of 1961 says that any person who gives, takes, or abets the giving or taking of dowry shall be punished with imprisonment, or fine or with both. The Constitution of India guarantees equality of sexes and in fact grants special favors to women. These can be found in three articles of the constitution. Article 14 says that the government shall not deny to any person equality before law or equal protection of the law. Article 15 declares that government shall not discriminate against any citizen on the ground of sex. Article 15 (3) makes a special provision enabling the state to make affirmative discriminations in favor of women . Article 42 directs the state to make provision for ensuring just and human conditions of work and maternity relief. Above all, the constitution regards a fundamental duty on every citizen through Articles 15 (A), (E) to renounce the practices derogatory to the dignity of women. The concept of empowerment flows from the power. It is vesting where it does not exist or exist inadequately. Empowerment of women would mean equipping women to be economically independent, self-reliant, have positive esteem to enable them to face any difficult situation and they should be able to participate in developmentÃ activities. The empowered women should be able to participate in the process of decision making. The government of India has ratified various international conventions and human rights instruments committing to secure equal rights to women. These are CEDAW (1993), the Mexico Plan of Action (1975), the Nairobi Forward Looking Strategies (!985), the Beijing Declaration as well as the platform for Action (1995) and other such instruments. The year of 2001 was observed as the year of womenÃ¢â¬â¢s empowerment. During the year, a landmark document has been adopted, Ã¢â¬Ë the National Policy for the empowerment of women.Ã¢â¬â¢ For the beneficiaries of the women, the government has been adopted different schemes and programs i.e. the National Credit Fund for Women (1993) , Food and Nutrition Board (FNB), Information and Mass Education (IMF) etc. But is all this actually working is what everyone wants to know. Are women actually empowered ? Or is all this only in papers and even in the 21st century women fear leaving their houses alone? Do they fear wearing clothes they want to wear ? Well I feel that the answer to this is a big YES. In the 21st century, where India is an emerging super power the women are not confident that they will return home safely. But why is it so? Some say that because Ã¢â¬Ëboys are boysÃ¢â¬â¢ and they can do whatever they want to or maybe because the kind of clothes a woman wears instigates men to look at her with those greedy eyes and lay their dirty hands on her? Well NO ! Did that women in a burqa who was raped while going back home in her own car provoke anybody? Or the 5 year old girl who was studying in school provoke her teacher? But boys will be boys who make mistakes. For once forget about the boys, they will defend themselves but when the head of the Mahila Vibhaag (womenÃ¢â¬â¢s association) says that the mistake lies in the girls, donÃ¢â¬â¢t you believe it? I donÃ¢â¬â¢t. I think it is time for every girl to take a stand for herself and for every other girl in this world because it is not just India where women are not treated equally, a study conducted in the US in 2012 says that about 14% of women who were fired from their jobs was because the boss wanted something more than a normal boss and employ relationship. Also a study conducted in London in 1998 says that about 33% of divorces happen because the man is not willing to let the wife go out for a job or to pick up the kids because she might just have an affair. ItÃ¢â¬â¢s also time for every parent stop telling their daughters to wear longer dresses and tell their sons to respect girlsÃ because nobody should be judged by the way they dress. It is said that if a man is educated he will earn bread for the entire family but if a woman is educated then she will make sure that the entire family is educated. To sum up, women empowerment cannot be possible unless women come with and help to self-empower themselves. There is a need to formulate reducing feminized poverty, promoting education of women, and prevention and elimination of violence against women.
Wednesday, October 23, 2019
BT20403/Company Law Business Entities: Company Law Topics covered: Types of Company Formation of a company; Ã¢â¬ ¢ Promoters Pre-Incorporation Contract Ã¢â¬ ¢ Memorandum and Articles of Association Inconsistency between the object and the companyÃ¢â¬â¢s activities Upon incorporation: Ã¢â¬ ¢ Company is an artificial legal person Ã¢â¬ ¢ Separate legal entity Lifting the corporate veil scs&ismk/company law CONT. 2 The Effect of Incorporation Ã¢â¬ ¢ Memorandum of Association & Articles of DirectorsÃ¢â¬â¢ duties and liabilities association Ã¢â¬ ¢ Common law & statutory Ã¢â¬ ¢ Termination Ã¢â¬ ¢ Limited Liability Winding up Doctrine of Ultra Vires Pre-Incorporation Contract DirectorsÃ¢â¬â¢ duties and liabilities scs&ismk/company law 3 In Malaysia, the law relating to companies are governed by the Companies Act 1965 (CA 1965). scs&ismk/company law 4 The word company or corporation is defined under s. 4(1) CA: Besides the CA 1965, other relevant legislations are the Capital Markets Act 2007, the Securities Commission Act 1993 and the Companies Commission of Malaysia Act 2001. Ã¢â¬Å"companyÃ¢â¬ means a company incorporated pursuant to this Act or pursuant to any corresponding previous enactment; Although company law in Malaysia is based mainly on CA 1965, there are key areas of company law hich are based on judicial precedents. Ã¢â¬Å"corporationÃ¢â¬ means any body corporate formed or incorporated or existing within Malaysia or outside Malaysia. A company or corporation is a legal association of people who combine to finance a business. scs&ismk/company law 5 scs&ismk/company law 6 1 BT20403/Company Law A company with share capital is a private co mpany if its M&A provides: s. 15(1) S. 14(2) S. 14(2) CA 1965 provides the classification of companies: Ã¢â¬ ¢ restricts the right to transfer shares; Ã¢â¬ ¢ Limits the number of members to not more than 50; Ã¢â¬ ¢ Prohibits any invitation to public to subscribe any of Type of companies he companyÃ¢â¬â¢s shares or debentures; Ã¢â¬ ¢ Prohibits any invitation to public to deposit money Limited by shares Limited by guarantee with the company Unlimited liability A public company is a company other than a private company refer s. 4(1) for definition Limited by both shares and guarantee scs&ismk/company law Ã¢â¬ ¦cont 7 Obtain approval for the proposed name; Lodge certain documents with SSM (Suruhanjaya Syarikat Malaysia/ Companies Commission Malaysia (CCM) ) including: Ã¢â¬â Defines the essential companyÃ¢â¬â¢s structure Ã¢â¬ ¢ Ã¢â¬ ¢ Ã¢â¬ ¢ Ã¢â¬ ¢ Memorandum and Articles of Association; Statutory declaration by promoters and directors; Particulars of directors and registered office; Declaration of compliance; Statement of the allotment of shares of the Name of the company CompanyÃ¢â¬â¢s equity CompanyÃ¢â¬â¢s liability Object of the company scs&ismk/company law 9 10 Each company must have its object. Alteration of the general provisions of the Memorandum of Association to the extent and manner provided by the CA Ã¢â¬â s. 21. The objects are stated in the Memorandum of Association. The company may, by special resolution, alter the memorandum by altering or by deleting, the provision, unless the memorandum itself prohibits the alteration or deletion of that rovision Ã¢â¬â s. 21A. scs&ismk/company law components 8 3rd party who deals with the company may refer to the companyÃ¢â¬â¢s M&A which is deposited with CCM. Pay the registration fees scs&ismk/company law scs&ismk/company law The purpose: Ã¢â¬ ¢ To define and limit the activities of the company. Ã¢â¬ ¢ If there is discrepancy between the object and i ts activities, thus such transaction is ultra vires and void. 11 scs&ismk/company law 12 2 BT20403/Company Law By virtue of s. 28(1) CA, the company may alter the provision of its memorandum with respect to the objects of the company. If companyÃ¢â¬â¢s activities inconsistent with the object, Refer to Ashbury Railway Carriage & Iron Ltd v Riche (1875) Common law position Ã¢â¬â such ultra activities are ultra vires hence void and unenforceable. It cannot be ratified. Alteration can only be done by special resolution at the General Meeting. Statutory provision s. 20 Companies Act 1965 Ã¢â¬â such transactions are valid. scs&ismk/company law 13 scs&ismk/company law 14 Alteration of the general provisions of the Articles of Association by special resolution s. 31 CA A set of regulations for internal management of the company. Option: The company may: Ã¢â¬â adopts Table A, Fourth Schedule of the CA 1965 Ã¢â¬â (s. 30); excludes Table A, Fourth Schedule of the CA 1965; Ã¢â¬â creates its own AA, yet does not exclude the application of Table A, Fourth Schedule of the CA 1965, thus Table A will be applicable in the event of any lacunae. scs&ismk/company law 15 scs&ismk/company law It is a binding contract between the company and its members; Ã¢â¬â Hickman v Kent Sheep Breeders Assoc (1876) Ã¢â¬â Eley v Positive Government Security Life Assurance Co (1875) Before a company can be formed, there must be some persons who have an intention to form a company and who take the necessary steps to carry that intention into operation. (Setting up the company) It is also a contract between individual members in their capacity as members. Ã¢â¬â Wong Kim Fatt v Leong & Co Sdn Bhd (1976) Ã¢â¬â Rayfield v Hands (1958) 16 Per Cockburn, C. J in Twycross v Grant (1877), a promoter is described as Ã¢â¬Å"one who undertakes to form a company with reference to a given project and to set it going, and who takes the necessary steps to accomplish that purpose. Ã¢â¬ scs&ismk/company law 17 scs&ismk/company law 18 3 BT20403/Company Law Promoter owes fiduciary duties towards the company: Promoters owe fiduciary duties towards the company, not to the individual members of the company. Ã¢â¬ ¢ To act in good faith To ensure that there is no conflict of interest If the promoter is in breach of his fiduciary duties, it is the company who may take legal action against the promoter. Refer to cases: Ã¢â¬â Erlanger v New Sombrero Phosphate Co (1878) Ã¢â¬â Gluckstein v Barnes (1900) scs&ismk/company law 19 scs&ismk/company law 20 Failure to disclose , company has options: A promoter has to disclose any transaction entered, either by, Ã¢â¬ ¢ Company may rescind the contract (Erlanger v Ã¢â¬ ¢ disclosing in M&A; Ã¢â¬ ¢ by communicating to an independent Board of New Sombrero Phosphate), and Directors; Ã¢â¬ ¢ By communicating to the existing and intended embers of the company. Ã¢â¬ ¢ in certain circumstances, company may be able to claim the secret profit obtained by the promoter (Gluckstein v Barnes), Ã¢â¬ ¢ Company may file suit for damages for the breach of fiduciary duties (Re Leeds & Hanley Theater), scs&ismk/company law 21 If the company elects to affirm the contract, company may have a cause of action against promoters for: 22 At times, promoters will have to enter a contract with a third party though the company has yet to be registered. We have to analyse above situation from both position i. e. Common Law and Statutory Ã¢â¬ ¢ deceit, Ã¢â¬ ¢ fraud Ã¢â¬ ¢ negligent misrepresentation cs&ismk/company law scs&ismk/co mpany law 23 scs&ismk/company law 24 4 BT20403/Company Law Pre-incorporation contract is a contract entered by any person on behalf of a company prior to its incorporation: Once such contract is ratified by the company then it will be of retrospective effect, s. 35(1). Ã¢â¬ ¢ Common law: Failure to ratify will render the person who enters the contract to be personally bound by the contract, unless there is an express agreement to the contrary, s. 35(2). Company is not bound by a pre-incorporation contract as the principles of agency cannot be invoked (Kelner v Baxter, Newborne v Sensolid, Phonogram, Rover Industrial etc). Ã¢â¬ ¢ Statute: If company ratifies the pre-incorporation contract, the company will be bound by and entitled to the benefit of the contract as if it had been in existence at the date of the contract, s. 35 CA 1965 (Cosmic Insurance Corporation Ltd v Khoo Chiang Poh (1981) scs&ismk/company law Common Law the pre-incorporation contract is unenforceable on the grounds that: the company is not in existence yet, thus law of agency is inapplicable. the company cannot ratify such transaction as there is no principal-agent relationship involves. 25 Statutory 26 Company XYZ was set up on 1 March 2011; Ms Kyra (promoter), on behalf of Co. XYZ, entered a transaction with ABC on 15 Feb 2011; Co XYZÃ¢â¬â¢s first meeting was on 10 March 2011, whereby Ms Kyra disclosed the pre-incorporation contract to Co. XYZ. s. 35(1) of CA 1965 allows the company to ratify such transaction, it will bind the company with retrospective effect Cosmic Insurance Corporation Ltd v Khoo Chiang Poh Ã¢â¬ ¢ If XYZ has agreed to ratify the contract, thus XYZ is bound by the transaction with ABC with retrospective effect from the date of transaction (i. e. 15 Feb 2011). Ã¢â¬ ¢ If XYZ refuses to affirm, promoter will be personally liable, s. 35(2). (1981) Newborne v Sensolid GB) Ltd (1945), Kelner v Baxter, Phonogram, Rover Industrial etc). scs&ismk/company law scs&ismk/company law 27 scs&ismk/company law 28 Upon incorporation, a company is considered as an artificial legal person, i. e a person created by statute. S. 16(5) CA 1965 provides that Ã¢â¬Å" on and from the date of incorporation specified in the c ertificate of incorporation but subject to the Act the subscribers to the memorandum together with such other persons as may from time to time become members of the company shall be a body corporate by the name contained in the memorandum capable forthwith of exercising all the functions of an ncorporated company and suing and being sued and having perpetual succession and a common seal with a power to hold land but with such liability on the part of the members to S. 16(5): As a Ã¢â¬Ëbody corporateÃ¢â¬â¢, 1. a companyÃ¢â¬â¢s obligations and liabilities are its own, and not those of its participants; 2. a company can sue and be sued in its own name; 3. a company has perpetual succession; 4. a companyÃ¢â¬â¢s property is not the property of its participants; 5. a company can contract with its controlling participants contribute to the assets of the company in the event of its being wound up as is provided by this Act. Ã¢â¬ cs&ismk/company law 29 scs&ismk/company law 30 5 BT 20403/Company Law a. k. a corporate veil The company is a legal person separate from its participants. The law treats a company as being a separate person from its members and those who manage its operation. In the event of winding up, members are liable up to their unpaid shares only. They are not liable to contribute if they have had paid up their shares. This means that: Case Salomon v Salomon & Co Significance of the case Ã¢â¬ ¢ its obligations and property are its own and not Ã¢â¬ ¢ Ã¢â¬ËSeparate legal entity between members and those of its participants; and companyÃ¢â¬â¢. its existence continues unchanged even if the identity of the participants changes scs&ismk/company law cash, debenture Pty Ltd company 20,001 shares Family 32 Facts: The company was put into liquidation; The assets were realised to pay off the secured creditors: Ã¢â¬ ¢ Salomon was the debenture holder for Salomon & Co, hence was given priority The unsecured creditors were left empty handed Liquidator sued Salomon shoe business Salomon scs&ismk/company law 31 6 shares scs&ismk/company law 34 Lee v LeeÃ¢â¬â¢s Air Farming (1961) AC 12 Court of Appeal: Ã¢â¬ ¢ Salomon was liable to indemnify the company against the losses. Abdul Aziz bin Atan & 87 others v Ladang Rengo Malay Estate Sdn. Bhd.  2 MLJ 165: House of Lords: Ã¢â¬ ¢ Reversing the Court of AppealÃ¢â¬â¢s decision. Ã¢â¬ ¢ Salomon and the company were separate persons. scs&ismk/company law scs&ismk/company law 33 35 scs&ismk/company law 36 6 BT20403/Company Law In the Application for Re Yee Yut Ee (1978) 2 MLJ 142 Ã¢â¬â In a company limited by shares, a memberÃ¢â¬â¢s liability to contribute to meet the debts of the company is limited to the amount (if any) remaining unpaid on their shares Ã¢â¬â s. 18(1)(d). The High court held that a director is not liable for the companyÃ¢â¬â¢s debts. Allows investors to quarantine the risk of a particular venture from their other assets. In practice, creditors may negotiate personal guarantees from controllers. scs&ismk/company law 38 Once a person has sold or given his property to the company he no longer has any right over it. The property belongs to the company, and the member no longer has any right or interest. S. 19 mentions that a company has the Ã¢â¬Ëpower to hold landÃ¢â¬â¢. This can be taken to mean that a company can own other types of property too. The property of a company is its own, and not that of its members. Macaura v Northern Assurance Co. Ltd. (1925)AC619 . Even if a member holds almost all the shares of a company, he does not have any proprietary interest in the companyÃ¢â¬â¢s property. scs&ismk/company law scs&ismk/company law 37 39 scs&ismk/company law 40 The corporate veil will be lifted in these situations derived from Ã¢â¬ ¢ Common law Ã¢â¬ ¢ Statutory There are certain circumstances whereby the Court are asked to lift the corporate veil and ignore the separate legal entity of the company If the court lift up the corporate veil thus it will be able to discover the identity of the participants of the company and impose liability upon them. Thus, the separation between the company and its participants (members and officers) does not exist anymore. scs&ismk/company law 41 scs&ismk/company law 42 7 BT20403/Company Law Common Law In the event of evasion of contractual obligations Ã¢â¬â Gilford Motor Co v Horne -Jones v Lipman Sham purposes: Re FG Films Fraudulent: Re Darby The company is an agent or partner of the controller Taxation and nationality rules: Daimler Co Ltd v Continental Tyre & Rubber; scs&ismk/company law Ã¢â¬ ¦common law(cont) Public interests (when it is just and equittable) Ã¢â¬â Aspatra Sdn Bhd & 21 Ors v Bank Bumiputera Malaysia Bhd & Anor Ã¢â¬ ¦. statutory (cont) Ã¢â¬ ¦common law (cont) holding Ã¢â¬â subsidiary: s. 5(1) Holding Ã¢â¬â Subsidiary Ã¢â¬ ¢ S. 169 financial Companies: statement Ã¢â¬â Tiu Shiu Kian v Red Ã¢â¬ ¢ Where the company is in Rose Restaurant Sdn the relationship of holding Bhd; and subsidiary, SLE is Ã¢â¬â Hotel Jaya Puri Bhd v inapplicable as the Act National Union of requires a consolidated Hotel, Bar and profit and loss account for Restaurant Workers holding and subsidiary company, s. 169 Statutory S. 36- member less than 2; S. 121(1) &(2) Ã¢â¬â misdescription (unless company is willing to ratify) providing share assistance to purchase own shares, . 67(5) Taxation purposes Ã¢â¬ ¢ S. 140 Income Tax Act 1967 Payment of dividend from other sources, not from profit Ã¢â¬ ¢ S. 365(2) DHN Food Distributors Ltd v Tower Hamlets London Borough Council Ã¢â¬ ¦statutory (cont) issuance of prospectus which is pending approval Ã¢â¬ ¢ s. 44(2) Ã¢â¬ ¢ s. 48(4) incapable of payin g the companyÃ¢â¬â¢s debt Ã¢â¬ ¢ S. 303(3) Ã¢â¬â no reasonable or probable expectation fraudulent trading Ã¢â¬â s. 304(1) scs&ismk/company law scs&ismk/company law 43 44 Definition Ã¢â¬ ¢ S. 4(1): A director is a person occupying the position of director by whatever name called. Ã¢â¬ ¢ Includes a Ã¢â¬Ëshadow director': not an Ã¢â¬Ëofficial' irector, but someone whose directions board Ã¢â¬Ëaccustomed to actÃ¢â¬â¢ in accordance with. A director must be a natural person and of full age: s122 (2). The general powers of management rest with the board of directors Ã¢â¬â Article 73 Table A. 45 scs&ismk/company law 46 Disqualification of Directors Ã¢â¬ ¢ S. 11 CA Ã¢â¬â makes it a criminal offence for an undischarged bankrupt to act as a director or shadow director without judicial consent. Ã¢â¬ ¢. Company Secretary Ã¢â¬ ¢ Every company must have a company secretary. The secretary may be a director of the company, unless there is only one director, in which case t he ecretary must be the second individual. scs&ismk/company law 47 scs&ismk/company law 48 48 8 BT20403/Company Law Common Law Fiduciary duties Ã¢â¬ ¢ Bona fide Ã¢â¬ ¢ To act diligently Ã¢â¬ ¢ To ensure that there is no conflict of interest Duty of care and skills Ã¢â¬ ¢ Expectation of a reasonable man Ã¢â¬ ¢ Delegation of authority Retirement Statutory To disclose any interest s. 131 To act in good faith Ã¢â¬â s. 132 Misuse of the companyÃ¢â¬â¢s confidentiality- insider trading- s. 132A & s. 132B Unauthorised transactions that might jeopardise the company Ã¢â¬â s. 132C Interest in another company- s. 134 Secret profit- s. 135 scs&ismk/company law As agreed Resignation Ã¢â¬ ¢ Tender notice as prescribed by the Articles of Association; Dismissal/Removal Ã¢â¬ ¢ Without waiting for expiry of the term- could lead to another legal suit taken by the director against the company 49 scs&ismk/company law 50 RegistrarÃ¢â¬â¢s power under s. 308: Ã¢â¬ ¢ Defunct companies In ap proving the scheme of arrangement, the court may order immediately for dissolution of a company Ã¢â¬â s. 178. Voluntary winding up Ã¢â¬â s. 254 Ã¢â¬ ¢ The members of the company may pass a resolution to wind up or through winding up by creditors CourtÃ¢â¬â¢s Order Ã¢â¬â s. 217 Ã¢â¬ ¢ The grounds as specified in s. 218(1) scs/company law 51 9