Japan's recession Essay Example | Topics and Well Written Essays - 500 words

Japan's recession - Essay Example The government of Japan in May 2009 approved a stimulus of 2 trillion packages for Japanese corporations that were weak as well as less stable. It is ordinary for Japanese government to help weaker companies. Nevertheless, Japan’s latest recession cannot actually be attributed to a singular occurrence, experts, however believe that one of the leading reasons could be associated to a fourteen year high for the Yen in comparison to the dollar. The effect of Japan’s recession greatly altered the country’s market values on nearly all goods and their property market. Nevertheless, Japan was not the only nation that experienced the effect of recession, other countries like the US and Britain also lost a great amount of exports that were being traded to Japan, in addition to several other imports. Additionally, several Japanese stocks trading in foreign markets also plunged because traders feared losing totally especially the ones who had invested in Japan’s secu rities market (Koo, 2011). The Japanese government apart from organizing money for stimulus package also set up a system of strategies to assist in ensuring that the finances were being utilized efficiently. The government of Japan also spoke on how they were planning to assist those who recession had affected by providing various steps aimed at bringing the economy back to usual national standards. These steps included offering reduced mortgage interest rates, decreased requirements especially for businesses doing application for subsidies, extended subsidies by 6 months for energy efficient vehicles, extended subsidies for appliances that were energy-efficient, expanded government supported protection for corporations that needed funding from the government and finally offered incentives for freshly built houses as well as the ones renovated with appliances that were energy

FIN Unit1 - Individual Project Research Paper Example | Topics and Well Written Essays - 1250 words

FIN Unit1 - Individual Project - Research Paper Example The proposal will consider each country’s trade policies, currencies and culture. Turkey and Italy: Review This part of the assignment will discuss about the currency, trade policy and culture of a turkey and Italy. Currency of two countries: Advantages and Disadvantages Italy is the member of European Union. Euro is the currency of Italy. This currency has both advantages and disadvantages. The advantages of this currency outweigh the disadvantages. Euro is the single currency between the members of European Union. It eradicates the need of currency exchanging between Economic and monetary members. Economic and Monetary members saved an average of 30 billion US dollar in a year by switching to this currency. Elimination of volatility of currency exchange rate between the members of European Union is another advantage of Euro. On the other hand, switching to a single currency forced the members of European Union to give up their rights to the change of monetary and economic po licies. It is the major disadvantage of Euro. Despite the disadvantage, the members of European Union made it easy to sell and purchase the goods cross borders. Moreover, the lending and borrowing become easy through the concept of this single currency. In addition, fixed exchange rate of 2.25% provides significant benefits to the members of European Nation. This benefit includes the promotion of international investment and trade. In developing countries this benefit can enhance economic growth. Recent financial crisis is the major concern for Italy. On the other hand, Turkey is not the member of European Union. The country uses Turkish Lira as their major currency. The currency of Turkey has several bilateral tax treaties and investment with US that can ensure the elimination of double taxation. Moreover, this currency gives guarantee repatriation of capital in the convertible currencies. The central bank of Turkey has tightened the monetary policy after the inflation rate increas ed to 10.5% in the year 2011. The central bank of the Republic of Turkey provides several flexible policies, such as foreign exchange auctions, interest rate corridor, and adjustments to the repo auctions and requirements. These policies will help to stabilize the Turkish Lira. The currency recently has depreciated by 25%. EU and Turkey: Trade Policies Europe is considered as the leading global trading block. It accounts for one-fifth of the global trade. Each and every trade policy is developed for the 27 member states among the European Union. These members generally share a single market and border. It helps to empower European Commission when it talks with all the partners of European Union. The commission effectively acts as the negotiator for a specific negotiation process. This commission represents the members of European Union in the World Trade Organization. The European Commission provides unity to mould a key open for global trading process that offers fair rule. However , the trade policy of Europe helps several European organizations to generate employment and significant investment opportunities. Several new markets for the European E\exports are effectively open through the trade policy of Europe. The European Commission works on daily basis to remove unwanted export barriers. Moreover, effective and potential opportunities in European investment are motivating several

A Study On Unethical Behavior In Sport Sport Essay

A Study On Unethical Behavior In Sport Sport Essay The most important thing in the Olympic Games is not winning but taking part; the essential thing in life is not conquering but fighting well. This phrase was said by the founder of the Olympics, Baron Pierre de Coubertin. Where has this Olympic message gone to? Nowadays, it seems like everyone is only interested in the medals. Where is the motto of the Olympics; Citius, altius, fortius swifter, higher, stronger, which can be interpreted as â€Å"striving to beat ones personal best† (Introduction: Its not the, 2010). When I was younger, and still competing, I remember people telling me that it is not important to win, but to take part. Nowadays, sport is all about money. If you have money, you can be better, stronger and more successful. But what about the ethical issue? Is todays sport with all the money, commercialization, drug abuse and bribing still ethical? Can we be sure that the winner is really the best, not just the one who paid off the referees, or the one who has taken performance enhancing drugs? In my opinion, sport in general has become more about the money than the true competition within the fair-play and has gone far beyond what was sometimes called a celebration of the fittest, therefore unethical behavior in sport industry has increased rapidly. Competition by itself â€Å"is not unethical†. It is normal that the success in the competition be rewarded. Competition is essential to sport as a good motivator; it pushes each individual to strive for his/her best. â€Å"Celebrating achievement† is also not unethical† either, â€Å"but it can drive some competitors to unethical behavior† (Introduction: Its not the, 2010). In current sport industry, there are many forms of unethical behavior starting from players and referees all the way to the media and fans. At first, we need to clarify what the fair play means, as a synonym to ethics in sport. In sport fair play â€Å"means using only tactics that are in accord with the spirit of the sport†. Unfortunately, many athletes do not follow this fair play rules to achieve the victory, but use other unfair methods, sometimes â€Å"dubious but legal, sometimes illegal. Players These days, professional players, athletes or sportsmen earn gigantic amounts of money. They do not only represent themselves as individual, but many times, they are the icons of certain brands. These brands create multi-million contracts with athletes in order to connect their brand with excellent performance of the athletes. Therefore, these athletes are put under enormous pressure, not only from their teams, but also from their sponsors. Besides this fact, many of the professional athletes represent the icons, or are role models to many young people all over the world, so the pressure is even bigger. This creates fertile conditions for unethical behavior, sometimes unintentionally, sometimes on purpose.   Being unfair, does not have to necessarily mean illegal, but it can still be referred to as cheating. Such forms of cheating may be distracting your opponents during the game or the race by saying different rude things to your opponents, also â€Å"misrepresenting ones skills is another technique, where you make your opponent over or underestimate you, which may benefit the athlete. These examples are not against the rules, but certainly could be referred to as unethical behavior. Another example of unethical behavior especially favorite among football players is called faking or simulation of the foul. This has been incorporated in to the rules of football because of the frequent misuse by players (Rules and Regulations, 2010). The most concerned unethical behavior among players is using performance enhancing drugs. This form of cheating is illegal, and doping controls cost international federations lots of money. Performance enhancing drugs â€Å"are any substance taken to perform better athletically†, or are also called anabolic steroids (Performance-Enhancing Drug, n.d.). The taking of such drugs not only enhances your performance, but it causes serious health problems. This issue is not only a problem of health of the abusers, but these athletes are role models for many young people, so if the case reveals, young people can copy their models in order to win. We are living in a very competitive world with everyone trying to push the borders. That is why many people start using drugs; they are unable to keep up with the others, who might also use doping. There is a long list of forbidden substances created by anti-doping agencies, but there is still a big controversy. Some of the medically prescrib ed drugs contain forbidden substances and even this is being misused (Guler, 2003). Taking drugs is unethical, but also very questionable, because the use of â€Å"enhancement substances†¦ dates back to Ancient Greek†, where athletes were taking some natural products to enhance their performance (Performance-Enhancing Drug, n.d.). There are debates, to create two categories of sport, one â€Å"clean† and another one where steroids will be allowed. Cycling is one of the sports where doping is used. Lance Armstrong has been accused several times for using such drugs, but it has never been confirmed. Many people think he must have taken something, because of his extraordinary performance at The Tour de France. Another case with the use of doping was revealed in 2003, it was â€Å"the biggest doping cover up†. In the 1988 Seoul Olympics, Ben Johnson, a Canadian sprinter, won a gold medal in a World record. But later, he was positively tested on a forbidden substance, so the medal was taken from him and given to Carl Lewis, the American athlete. But 15 years later, it was revealed that 19 American athletes who had not passed the drug tests â€Å"were allowed to compete at Olympic Games† from 1988 to 2000. Among them was Carl Lewis, who was given the gold medal, after Ben Johnson was disqualified (10 Drug scandals, 2003). As we can see in the table below, the number of athletes that failed the drug tests has an increasing potential. This is not a good sign for the sport, it gives bad impression. Many athletes that failed the tests publicly claim that the others are using it as well; they just have not got caught yet. I have had a personal experience with unethical behavior of players. When I was a cross country skier, I heard about some of my colleagues taking some kind of performance enhancing substances. I refused to be like them, because I believe in clean sport, and it was against my values and principles, but on the other hand, I was never the best. I think this is the issue of taking such drugs, which some people, even if they prepare, and train their hardest, never win, so they are frustrated and agree to take these drugs to equal to their competitors. Referees In this group, bribery is very common and unethical practice. Referees are also exposed to enormous pressure since there is a lot of money involved in the sport, therefore winning can sometimes be achieved by other way then just a matter of chance. If the team is about to fall out of the first league, or it is a very important match, referees might be bribed to make decisions in favor of only one party. Mostly this is the case in countries were referees have low salaries, therefore they are very vulnerable to accept a bribe. Referees should be honest, and their top value should not be money, otherwise they are very likely to be bribed (Guler, 2003).   Referee can also influence the game unintentionally, without being bribed. It is because referees are also only humans, and humans make mistakes. In some sports, referees have to make decisions in milliseconds, where technology is being used to help the referees out if they are not sure about the call. In hockey for example, there is also a video referee, in cases the main referees on the ice do not see what happened. Also in tennis, a new technological feature was introduced, a â€Å"Hawk-eye†, which is an â€Å"electronic line-calling system†. This feature is used when a tennis player challenges the line call. The questioned call is replayed on the screen, and the new call is then made (TENNIS: Hawk-Eye, 2007). Many people would like to see such feature in football, where a video- referee would be included, and there would also be cameras inside the net to show whether the ball passes the line or not in disputable cases. Betting is another situation, when referees are being paid off. There was one case in the NBA, where a referee was pleaded guilty in 2007 for receiving $ 5000 bribe in a betting case (NBA Referee Tim Donaghy, 2007). Media Television and the radio are also to be blamed for unethical behavior in sport. These two are the main form of commercializing the entire sport industry. The entire pressure we talked about before is derived from the media advertising and commercializing. It is questionable to what extent does the media tell the truth about the player or the team. The evaluations from the media can be biased as well. A private television can be a partner of a sport team, and they can intentionally create a better picture for their viewers about that concrete team. This is also very unethical. Sport journalist or commentators can favor one team or the other, and his evaluation of this team can be biased compared to the reality, and so the public may perceive it this way too. Media can very easily destroy the whole reputation of certain player or entire team (Guler, 2003). On one side, it is good to have media, because we can watch many different matches all over the world, but on the other side, the pressure of the media on the industry is enormous. While I was in the United States, I went to an American football match. I remember Notre Dame was playing against the Navy. It was a great experience for me, but what surprised me, that the game was interrupted by the referee, for the advertisement in the media. I thought it was kind of annoying, an also unfair for both teams of the game, because they were interrupted in the middle of the action. Fans This group is also connected to sport ethics, even though fans do not get any money from the actual sport, instead they have to pay to watch it. Some groups think that if they pay for the match, they have the â€Å"right to act against the rules†. For some fans it is hard to understand that not only their team must win, but also the opponent has the same chance to win. There are fans that †[believe] everything is fair for [their] team to win†, which is different from supporting the team. Such fans are called â€Å"hooligans† or â€Å"ultras† in Slovakia, and their actions are sometimes very unethical. Such fans are many times very aggressive either towards referees, players, innocent fans, or also to the property around (Guler, 2003). In Slovakia, it was this years ice- hockey play-offs between Slovan Bratislava and HC Kosice, where the Slovan fans pulled out a transparent with this heading: â€Å"Julo, is it true your girlfriend has cheated on you?† Julo is a Kosices goalkeeper, and I know personally his girlfriend. I think this was very unethical, very offending. Such a behavior should not be present at sporting events, because it is against fair play. This might be a failure of the organizers, and also of the law, because it is sometimes ridiculous, what the hooligans are capable of. As mentioned above, the sport environment is becoming more and more connected with unethical behavior. Sport as such, should be â€Å"creating unity, promoting values and community pride†. It can affect peoples lives and therefore, everyone involved in sport from coaches, parents, athletes, fans to referees should try to make it as fair and enjoyable as possible. Not only rules are important in sport, but also values and morals. It is essential for the coaches to teach their athletes what behavior is good and fair, because people have different values, and some of them cannot even distinguish between what is good and what is bad. According to Ms. Sandler, these four values are â€Å"the most important†¦in sport ethics†: fairness, integrity, respect and equity (Sandler, 2009). Integrity, according to Cambridge dictionary, means â€Å"having strong moral principles that you refuse to change†. Fairness means to treat people fairly and equally. Equity in a meaning that everyone should be treated equally, and finally respect; athletes should treat others with honor. In order to be ethical while enrolling in sport activity, these steps should be remembered: â€Å"Glory cannot be owned†. Everyone can get a hold of it, but not for ever. â€Å"Dont give up after the bad game†. Bad games should only make us more prepared. Success does not have to mean happiness in sport. If you do not find self- respect, you will not be happy. â€Å"Successful athletes do not have enemies†. We should respect our competitors, rather than looking for ways how to attack them (Sandler, 2009). As I suggested in the introduction, I think sport has become unethical. While in the past, in the ancient Greece, when there were Olympics, no wars were allowed, everyone was celebrating the beauty and the art of sport. People were cheering all together, and when the winner came up, they treated him with respect. Unlike today, when we have Olympic Games, we are worried about the terrorist attacks and anti-doping controls have to be run to ensure the fair-play.   I am against the doping or any other steroid use, therefore I support the clean sport without any performance enhancing drugs. I think there should be more serious penalties for abusing drugs. It should be part of our educational system to educate young children about the cons of using such substances. Also the morality in sport and ethics in general needs to be improved. Nowadays people, young kids especially are being very aggressive towards each other, which leads to similar consequences as mentioned. Fans fight against the fans of other clubs, people are afraid to go to a football match with their kids. I also think sport should not be sponsored so much by corporate businesses, and the salaries and transfer fees should be much lower. I think it is unbelievable, how much money some of the best players or athletes earn. If we imagine there are people on this planet that do not have their basic needs satisfied, it is against the logic. On the other hand, there are people supporting doping and the use of steroids in sport, claiming that they want to see the borders of human ability to be pushed, and so are supportive. There are even people who would choose to die earlier, from the side effects of the steroids, just to be the best, to feel the glory. Ethics in sport is very important. Our culture has created this competitive hatred against each other along with all the money involved in the present form of sport. Sport can have a huge influence on people therefore we should try to stop the unethical issues around it. We have to understand that it is not possible to win every time. What is important to learn is how to handle losing in a way it can help us in the future. Even if we lose, it is important to show respect to our competitors. We, the people on Earth have caused this turn-over of what was sometimes a celebration, to so called â€Å"sport† full of hatred, jealousy and shortcuts, therefore it is up to the mankind to decide which way are we going to follow. References 10 Drug Scandals. (2003, January 19). Retrieved May 27, 2010 from http://www.cbc.ca/ sports/indepth/drugs/stories/top10.html Guler, N. (2003, December 31). Ethics in sports. Retrieved May 27, 2010 from http://erc .forumone.com/resource/ethics-sports Introduction: Its not the winning. (2010). Retrieved   May 27, 2010 from http://www.bbc.co .uk/ethics/sport/overview/introduction.shtml NBA Referee Tim Donaghy Cops to a Plea Deal. (2007, August 16). Mirror on America. Retrieved May 27, 2010 from http://mirroronamerica.blogspot.com/2007/08/nba-referee-tim-donaghy-cops-to-plea.html Performance-Enhancing Drug Resources. (n.d.). Retrieved May 27, 2010 from http:// www.drugfreesport.com/drug-resources/performance-enhancing-drugs-steroids.asp Rules and Regulations. (2010). Retrieved May 27, 2010 from http://www.bbc.co.uk/ ethics/sport/fair/fairplay.shtml Sandler, L. (2009, January 26). Ethics in Sport. Retrieved May 26, 2010, from http:// ezinearticles.com/?Ethics- ­in- ­Sportid=1921824 TENNIS: Hawk-Eye to give fans eagle-eye view of tight calls. (2007, March 6). Retrieved May 27, 2010 from http://www.independent.ie/sport/tennis-hawkeye-to-give-fans-eagleeye-view-of-tight-calls-48321.html

Lewis and Clark :: essays research papers

â€Å"My response; they do matter!†   Ã‚  Ã‚  Ã‚  Ã‚   Captain Meriwether Lewis and William Clark took the risk of life, limb, and liberty to bring back the precious and valuable information of the Pacific Northwest of the United States territory. Their accomplishments of surviving the trek and delivering the data to the U.S. government, have altered the course of history, but have some Historian’s and author’s stating, â€Å"It produced nothing useful.†, and having â€Å"added little to the stock of science and wealth. Lewis and Clark’s expedition is one of the most famous and most unknown adventures of America’s frontier. What makes Lewis and Clark truly significant historical figures, or not? It depends on your perspective. To the Native Americans, it was the beginning of an end. Their lives will be changed forever by their contact with the fur traders, soldiers, and missionaries that followed in the wake of the Lewis and Clark expedition. Certainly the changes will be gradual, but changes none the less. The changes will be no less profound for European Americans. President Jefferson's orders were far-reaching. While Lewis and Clark did not discover a Northwest Passage or start the western fur trade or overland immigration, they certainly influenced the latter two movements. They provided valuable information about the topography, the biological sciences, the ecology, and ethnic and linguistic studies of the American Indian. The mysteries of the vast area known as the Louisiana Purchase quickly disappeared after Lewis and Clark. Geographic discovery was an essential goal that Jefferson set for the expedition. Lewis and Clark recorded a wealth of scientific knowledge as they noted significant geographic features, made detailed route maps, and recorded their observations of longitude and latitude. Lewis performed most the astronomical duties and Clark charted the course and drafted expedition maps. Jefferson was especially concerned that Lewis and Clark establish good connections with the Indians and carry out linguistic and ethnological studies. Consequently, they held several meetings with the Indian tribes they met on their journey. The Americans wanted to open the door to diplomatic relations and gain access to trading rights with the Indians too. They were instructed to notify the Indians of the new sovereignty of the United States under the terms of the Louisiana Purchase. In making these contacts, they hoped to shift trade away from the Spanish, French, English, and Russian competitors and toward American interests. Lewis and Clark were viewing trade as a long-term venture, while the Indians wanted an immediate exchange or merchandise.

Role Off Company Secretary

A Company Secretary is a person at very high position in a private sector company or public sector organization, normally at a managerial position. In some countries in a public sector the company secretary is reoffered as Corporate Secretary or Secretary. There is a requirement to appoint company secretary. It is already understood that a company is the creation of law, having rights, duties and obligations just as that of human being. The so-called legal entity may therefore sue and be sued: Saloman’s case. But because of the abstract nature of a company as a ‘person’ it becomes necessary that directors be put in place to see to the effective running of the corporation. However, the directors are not required to be lawyers nor know anything about the company law. In the same regard, the prompters of the company need not be lawyers or know anything about company law. But a company being an artificial person, created by operation of law, must subsist as a person on law – it must continue to obey the provisions of the law since it derives its existence as a person from it. Therefore it becomes necessary that the company be run effectively in a manner that conforms to the statutes and other regulations and best practices hence the need for a Company Secretary. The position of a company secretary is created by the law creation of law in section 293 -298 of the Companies and Allied Matters, Act, 2004 which provides for the appointment and functions of the Company Secretary, with special reference to public companies . The Company Secretary is responsible for the efficient functioning and administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented. [1] Even though the name suggests the job of a clerk or secretary it is nothing related to it. The company secretary ensures that an organization complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. Company secretaries are the company’s named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, such as lists of directors and shareholders, and annual accounts. In many countries, private companies have traditionally been required by law to appoint one person as a ompany secretary, and this person will also usually be a senior board member. A company secretary is one of the senior board members according to the law in India. Most people forming a company undervalue the importance of a company secretary. The company secretary is the named representative on legal documents and it is their responsibility to advice the directors of their corporate compliance obligations. In moat established companies the company secretary serves as a focal point between the board of directors, senior management and the company’s shareholder. Since 6th April 2008 there is no longer a legal requirement to have a company secretary, although many limited companies appoint one to cover a range of jobs roles. A job of a company secretary is to organize and prepare agendas. A company secretary takes minutes at the board meeting and annual general meetings. Filing with the companies house, maintaining company records and statutory books are some of the important deals of company secretary. A company secretary deals with stock transfer and dividends he ensures the security of the company’s legal documents. He also ensures compliance with all the legal and the statutory requirements. He builds up a contact with external and regulatory bodies Roles and responsibilities The Company in all sectors have high level responsibilities including governance structures and mechanisms, corporate conduct within an organization’s regulatory environment, board, shareholder and trustee meetings, compliance with legal, regulatory and listing requirements, the training and induction of non-executives and trustees, contact with regulatory and external bodies, reports and circulars to shareholders/trustees, management of employee benefits such as pensions and employee share, insurance administration and organization, the negotiation of contracts, risk management, property administration and organization and the interpretation of financial accounts. Company secretaries are the primary source of advice on the conduct of business and this can span everything from legal advice on conflicts of interest, through accounting advice on financial reports, to the development of strategy and corporate planning. Among public companies in North America, providing advice on corporate governance issues is an increasingly important role for corporate secretaries. Many shareholders, particularly institutional investors, view sound corporate governance as essential to board and company performance. They are quite vocal in encouraging boards to perform frequent corporate governance reviews and to issue written statements of corporate governance principles. The corporate secretary is usually the executive to assist directors in these efforts, providing information on the practices of other companies, and helping the board to tailor corporate governance principles and practices to fit the board's needs and expectations of investors. In some companies, the role of the corporate secretary as corporate governance adviser has been formalized, with a title such as Chief Governance Officer added to their existing title. In view of the important roles the company secretary plays in business, PLC’s and large companies require the company secretary to be suitably trained, experienced and professionally qualified for these responsibilities. In the UK, the company secretary may be qualified by virtue of examination and membership of the institute of chartered company secretary and administration (ICSA), which is the main qualification specifically for company secretaries. ICSA is the body dedicated to the advancement and recognition of professional administration based on a combination of degree-level studies, carefully vetted experience and sponsorship by two people of professional status. Only a person thus qualified is entitled to be designated a ‘Chartered Secretary' or ‘Chartered Company Secretary'. The Faculty of Secretaries and Administrators founded in 1930 is the second body of corporate secretaries in the United Kingdom and now has a strong emphasis on equality work and governance and its members are designated ‘corporate secretaries' or ‘certified public secretaries'. It is expected that Company Secretaries of Publicly Quoted Companies will be professionally qualified through ICSA, one of the Chartered Professional Bodies in the Accountancy Profession or have appropriate training and experience through another body. In India, the Institute of Company Secretaries of India (ICSI) regulates the profession of Company secretaries. ICSI is a statutory professional body which has more than 29,010 associate members. Chartered secretaries are employed as chairs, chief executives and non-executive directors, as well as executives and company secretaries. Some chartered secretaries are also known in their own companies as corporate secretarial executives/managers or corporate secretarial directors. Chartered Secretaries are the sixth highest paid employees in the UK according to the Office for National Statistics Annual Survey of Hours and Earnings (March 2010). Many corporate secretaries of North American public companies are lawyers and some serve as their corporation's general counsel. While this can be helpful in the execution of their duties it can also create ambiguity as to what is legal advice, protected by privilege, and what is business advice. In India every company having a paid up share capital of Rs. 50 million (5 crores) or more is required to appoint a qualified person as Company Secretary. A company having not less than Rs. one million (10 lacs) paid up capital and not required to appoint a full-time company Secretary should file a compliance certificate signed by a practising Company Secretary with the Registrar of Companies. Section 383A of the Companies Act, 1956 provides for the mandatory appointment of a whole time secretary where the paid up capital of the Company exceeds Rs. 50 million (5 crores). If the capital is less than Rs. 50 million (5 crores), the company is required to obtain a secretarial compliance certificate and attach the same to the Directors' Report and file it with the Registrar of Companies. Statutory declarations of compliance under various other provisions of the Companies Act, 1956 are also to be certified by practicing company secretaries. Under the MCA 21 e filing regime several forms (including some, exclusively) are required to be pre-certified by practicing company secretaries. The MCA 21 regime has ushered in a dramatic change in the role and profile of the profession, particularly, the practicing side. The annual returns of companies listed on recognized stock exchanges are to be signed by a practising company secretary. Further, the Securities and Exchange Board of India (SEBI) also recognizes the Company Secretary as the Compliance Officer and the practicing company secretary to issue various certificates under its Regulations. Further, the practicing Company Secretaries are also authorized to certify compliance of conditions of corporate governance in case of listed companies. The Reserve Bank of India also authorizes company secretaries to issue various certificates. The Institute of Company Secretaries of India is the premier professional body to develop and regulate the profession of Company Secretaries in India. It was set up by an Act of Parliament in 1980. When the Companies Bill, 2011 will be passed by the parliament and becomes an Act, the National Company Law Tribunal (NCLT) will be given powers of a court and all matters relating to Company Law would be heard before it instead of High Court. A Company Secretary would be eligible to appear before NCLT. This will open more opportunities for a Company Secretary. What Does a Corporate Secretary Do? So just what does a Corporate Secretary* do, anyway? A good question, but difficult to answer! While the basic duties of the Corporate Secretary can be outlined easily, the position's overall responsibilities–and the fit of the role within senior management–vary and are more difficult to explain. A â€Å"Corporate Secretary† is required by state corporation laws for every corporation; he or she is, at the most basic level, the individual who keeps the official records and minutes of the corporation. Corporate by-laws set forth the powers and duties of the Corporate Secretary and other corporate officers. One may think that the Corporate Secretary is merely a combination of scrivener and custodian, but this is not the case in practice. The Corporate Secretary in today's world is a senior corporate officer with wide-ranging responsibilities, who serves as a focal point for communication with and between the board of directors, senior management and the company's shareholders, and who has a key role in the administration of the Board and critical corporate matters. The Corporate Secretary is often a confidante and counselor to the Chief Executive Officer, members of the Board, and other members of senior management, especially on corporate governance matters. A key responsibility for the Corporate Secretary is to ensure that Board members have the proper advice and resources for discharging their fiduciary duties to shareholders under state law. A Corporate Secretary also is responsible for ensuring that the records of the Board's actions reflect the proper exercise of those fiduciary duties. Some Corporate Secretaries who are lawyers handle this function themselves; others partner with the General Counsel and/or outside counsel. The function ranges from making sure new directors have training in the applicable state law duties and the business of the company, to ensuring that management follows the proper steps for major corporate actions such as share issuances, the declaration of dividends, and mergers, acquisitions, or dispositions of corporate assets. A Corporate Secretary also provides advice on corporate governance ssues, particularly related to the re-election of directors and other shareholder action taken at Annual Meetings. Many shareholders, particularly institutional investors, view sound corporate governance as essential to board and company performance. The Corporate Secretary is usually responsible for a comp any’s Corporate Governance Principles or Guidelines. In some companies, the role of the Secretary as corporate governance adviser has been formalized, with a title such as Chief Governance Officer or Corporate Governance Officer added to their existing title. Most Corporate Secretaries are responsible for the following : (More details are available by clicking on some of these topics. ) 1. Board and Committee Meetings

The Lost Duke of Wyndham Chapter Ten

Jack's usual response when delivered unpleasant tidings was to smile. This was his response to pleasant news as well, of course, but anyone could grin when offered a compliment. It took talent to curve one's lips in an upward direction when ordered, say, to clean out a chamber pot or risk one's life by sneaking behind enemy lines to determine troop numbers. But he generally managed it. Excrement†¦moving defenseless among the French†¦he always reacted with a dry quip and a lazy smile. This was not something he'd had to cultivate. Indeed, the midwife who'd brought him into the world swore to her dying day that he was the only baby she'd ever seen who emerged from his mother's womb smiling. He disliked conflict. He always had, which had made his chosen professions – the military, followed by genteel crime – somewhat interesting. But firing a weapon at a nameless frog or lifting a necklace from the neck of an overfed aristocrat – this was not conflict. Conflict – to Jack – was personal. It was a lover's betrayal, a friend's insult. It was two brothers vying for their father's approval, a poor relation forced to swallow her pride. It involved a sneer, or a shrill voice, and it left a body wondering if he'd offended someone. Or disappointed another. He had found, with a near one hundred percent success rate, that a grin and a jaunty remark could defuse almost any situation. Or change any topic. Which meant that he very rarely had to discuss matters that were not of his choosing. Nonetheless, this time, when faced with the dowager and her unexpected (although, really, he should have expected it) announcement, all he could do was stare at her and say, â€Å"I beg your pardon?† â€Å"We must go to Ireland,† she said again, in that obey-me tone he expected she had been born with. â€Å"There is no way we shall get to the bottom of the matter without visiting the site of the marriage. I assume Irish churches keep records?† Good God, did she think all of them were illiterate? Jack forced down a bit of bile and said quite tightly, â€Å"Indeed.† â€Å"Good.† The dowager turned back to her breakfast, the matter good and settled in her mind. â€Å"We shall find whoever performed the ceremony and obtain the register. It is the only way.† Jack felt his fingers bending and flexing beneath the table. It felt as if his blood were going to burst through his skin. â€Å"Wouldn't you prefer to send someone in your stead?† he inquired. The dowager regarded him as she might an idiot. â€Å"Who could I possibly trust with a matter of such importance? No, it must be me. And you, of course, and Wyndham, since I expect he will want to see whatever proof we locate as well.† The usual Jack would never have let such a comment pass without his own, exceedingly ironic, One would think, but this current Jack – the one who was desperately trying to figure out how he might travel to Ireland without being seen by his aunt, uncle, or any of his cousins – actually bit his lip. â€Å"Mr. Audley?† Grace said quietly. He didn't look at her. He refused to look at her. She'd see far more in his face than the dowager ever would. â€Å"Of course,† he said briskly. â€Å"Of course we must go.† Because really, what else could he say? Terribly sorry, but I can't go to Ireland, as I killed my cousin? Jack had been out of society for a number of years, but he was fairly certain this would not be considered good breakfast table conversation. And yes, he knew that he had not pulled a trigger, and yes, he knew that he had not forced Arthur to buy a commission and enter the army along with him, and yes – and this was the worst of it – he knew that his aunt would never even dream of blaming him for Arthur's death. But he had known Arthur. And more importantly, Arthur had known him. Better than anyone. He'd known his every strength – and his every weakness – and when Jack had finally closed the door on his disastrous university career and headed off to the military, Arthur had refused to allow him to go alone. And they both knew why. â€Å"It might be somewhat ambitious to try to depart tomorrow,† Grace said. â€Å"You will have to secure passage, and – â€Å" â€Å"Bah!† was the dowager's response. â€Å"Wyndham's secretary can manage it. It's about time he earned his wages. And if not tomorrow, then the next day.† â€Å"Will you wish for me to accompany you?† Grace asked quietly. Jack was just about to interject that, damn yes, she'd be going, or else he would not, but the dowager gave her a haughty look and replied, â€Å"Of course. You do not think I would make such a journey without a companion? I cannot bring maids – the gossip, you know – and so I will need someone to help me dress.† â€Å"You know that I am not very good with hair,† Grace pointed out, and to Jack's horror, he laughed. It was just a short little burst of it, tinged with a loathsome nervous edge, but it was enough for both ladies to stop their conversation, and their meal, and turn to him. Oh. Brilliant. How was he to explain this? Don't mind me, I was simply laughing at the ludicrousness of it all. You with your hair, me with my dead cousin. â€Å"Do you find my hair amusing?† the dowager asked sharply. And Jack, because he had absolutely nothing to lose, just shrugged and said, â€Å"A bit.† The dowager let out an indignant huff, and Grace positively glared at him. â€Å"Women's hair always amuses me,† he clarified. â€Å"So much work, when all anyone really wants is to see it down.† They both seemed to relax a bit. His comment may have been risque, but it took the personal edge off the insult. The dowager tossed one last irritated look in his direction, then turned to Grace to continue their previous conversation. â€Å"You may spend the morning with Maria,† she directed. â€Å"She will show you what to do. It can't be that difficult. Pull one of the scullery maids up from the kitchen and practice upon her. She'll be grateful for the opportunity, I'm sure.† Grace looked not at all enthused, but she nodded and murmured, â€Å"Of course.† â€Å"See to it that the kitchen work does not suffer,† the dowager said, finishing the last of her stewed apples. â€Å"An elegant coiffure is compensation enough.† â€Å"For what?† Jack asked. The dowager turned to him, her nose somehow looking pointier than usual. â€Å"Compensation for what?† he restated, since he felt like being contrary. The dowager stared at him a moment longer, then must have decided he was best ignored, because she turned back to Grace. â€Å"You may commence packing my things once you are done with Maria. And after that, see to it that a suitable story is set about for our absence.† She waved her hand in the air as if it were a trifle. â€Å"A hunting cottage in Scotland will do nicely. The Borders, I should think. No one will believe it if you say I went to the Highlands.† Grace nodded silently. â€Å"Somewhere off the well-trod path, however,† the dowager continued, looking as if she were enjoying herself. â€Å"The last thing I need is for one of my friends to attempt to see me.† â€Å"Do you have many friends?† Jack asked, his tone so perfectly polite that she'd be wondering all day if she'd been insulted. â€Å"The dowager is much admired,† Grace said quickly, perfect little companion that she was. Jack decided not to comment. â€Å"Have you ever been to Ireland?† Grace asked the dowager. But Jack caught the angry look she shot him before turning to her employer. â€Å"Of course not.† The dowager's face pinched. â€Å"Why on earth would I have done so?† â€Å"It is said to have a soothing effect on one's temperament,† Jack said. â€Å"Thus far,† the dowager retorted, â€Å"I am not much impressed with its influences upon one's manners.† He smiled. â€Å"You find me impolite?† â€Å"I find you impertinent.† Jack turned to Grace with a sad sigh. â€Å"And here I thought I was meant to be the prodigal grandson, able to do no wrong.† â€Å"Everyone does wrong,† the dowager said sharply. â€Å"The question is how little wrong one does.† â€Å"I would think,† Jack said quietly, â€Å"that it is more important what one does to rectify the wrong.† â€Å"Or perhaps,† the dowager snapped angrily, â€Å"one could manage not to make the mistake in the first place.† Jack leaned forward, interested now. â€Å"What did my father do that was so very very wrong?† â€Å"He died,† she said, and her voice was so bitter and full of chill that Jack heard Grace suck in her breath from across the table. â€Å"Surely you cannot blame him for that,† Jack murmured. â€Å"A freak storm, a leaky boat†¦Ã¢â‚¬  â€Å"He should never have stayed so long in Ireland,† the dowager hissed. â€Å"He should never have gone in the first place. He was needed here.† â€Å"By you,† Jack said softly. The dowager's face lost some of its usual stiffness, and for a moment he thought he saw her eyes grow moist. But whatever emotion came over her, it was swiftly tamped down, and she stabbed at her bacon and bit off, â€Å"He was needed here. By all of us.† Grace suddenly stood. â€Å"I will go find Maria now, your grace, if that is amenable.† Jack rose along with her. There was no way she was leaving him alone with the dowager. â€Å"I believe you promised me a tour of the castle,† he murmured. Grace looked from the dowager to him and back again. Finally the dowager flicked her hand in the air and said, â€Å"Oh, take him about. He should see his birthright before we leave. You may have your session with Maria later. I will remain and await Wyndham.† But as they reached the doorway, they heard her add softly, â€Å"If that is indeed still his name.† Grace was too angry to wait politely outside the doorway, and indeed, she was already halfway down the hall before Mr. Audley caught up with her. â€Å"Is this a tour or a race?† he asked, his lips forming that now familiar smile. But this time it did nothing but raise her ire. â€Å"Why did you bait her?† she burst out. â€Å"Why would you do such a thing?† â€Å"The comment about her hair, do you mean?† he asked, and he gave her one of those annoying innocent whatever-could-I-have-done-wrong looks. When of course he had to have known, perfectly well. â€Å"Everything,† she replied hotly. â€Å"We were having a perfectly lovely breakfast, and then you – â€Å" â€Å"You might have been having a perfectly lovely breakfast,† he cut in, and his voice held a newly sharp edge. â€Å"I was conversing with Medusa.† â€Å"Yes, but you didn't have to make things worse by provoking her.† â€Å"Isn't that what his holiness does?† Grace stared at him in angry confusion. â€Å"What are you talking about?† â€Å"Sorry.† He shrugged. â€Å"The duke. I've not noticed that he holds his tongue in her presence. I thought to emulate.† â€Å"Mr. Aud – â€Å" â€Å"Ah, but I misspoke. He's not holy, is he? Merely perfect.† She could do nothing but stare. What had Thomas done to earn such contempt? By all rights Thomas should be the one in a blackened mood. He probably was, to be fair, but at least he'd taken himself off to be furious elsewhere. â€Å"His grace, it is, isn't it?† Mr. Audley continued, his voice losing none of his derision. â€Å"I'm not so uneducated that I don't know the correct forms of address.† â€Å"I never said you were. Neither, I might add, did the dowager.† Grace let out an irritated exhale. â€Å"She shall be difficult all day now.† â€Å"She isn't normally difficult?† Good heavens, she wanted to hit him. Of course the dowager was normally difficult. He knew that. What could he possibly have to gain by remarking upon it other than the enhancement of his oh so dry and wry persona? â€Å"She shall be worse,† she ground out. â€Å"And I shall be the one to pay for it.† â€Å"My apologies, then,† he said, and he offered a contrite bow. Grace felt suddenly uncomfortable. Not because she thought he was mocking her, but rather because she was quite sure he was not. â€Å"It was nothing,† she mumbled. â€Å"It is not your place to worry over my situation.† â€Å"Does Wyndham?† Grace looked up at him, somehow captured by the directness of his gaze. â€Å"No,† she said softly. â€Å"Yes, he does, but no†¦Ã¢â‚¬  No, he didn't. Thomas did look out for her, and had, on more than one occasion, interceded when he felt she was being treated unfairly, but he never held his tongue with his grandmother just to keep the peace. And Grace would never dream of asking him to. Or scold him for not doing so. He was the duke. She could not speak to him that way, no matter their friendship. But Mr. Audley was†¦ She closed her eyes for a moment, turning away so he could not see the turmoil on her face. He was just Mr. Audley for now, not so very far above her. But the dowager's voice, soft and menacing, still rang in her ears – If that is indeed still his name. She was speaking of Thomas, of course. But the counterpart was true as well. If Thomas was not Wyndham, then Mr. Audley was. And this man†¦this man who had kissed her twice and made her dream of something beyond the walls of this castle – he would be this castle. The dukedom wasn't just a few words appended to the end of one's name. It was lands, it was money, it was the very history of England placed upon one man's shoulders. And if there was one thing she had learned during her five years at Belgrave, it was that the aristocracy were different from the rest of humanity. They were mortals, true, and they bled and cried just like everyone else, but they carried within them something that set them apart. It didn't make them better. No matter the dowager's lectures on the subject, Grace would never believe that. But they were different. And they were shaped by the knowledge of their history and their roles. If Mr. Audley's birth had been legitimate, then he was the Duke of Wyndham, and she was an overreaching spinster for even dreaming of his face. Grace took a deep, restorative breath, and then, once her nerves were sufficiently calmed, turned back to him. â€Å"Which part of the castle would you like to see, Mr. Audley?† He must have recognized that this was not the time to press her, and so he answered cheerfully, â€Å"Why, all of it, of course, but I imagine that is not feasible for a single morning. Where do you suggest we begin?† â€Å"The gallery?† He had been so interested in the paintings in his room the night before. It seemed a logical place to start. â€Å"And gaze upon the friendly faces of my supposed ancestors?† His nostrils flared, and for a moment he almost looked as if he'd swallowed something distasteful. â€Å"I think not. I've had enough of my ancestors for one morning, thank you very much.† â€Å"These are dead ancestors,† Grace murmured, hardly able to believe her cheek. â€Å"Which is how I prefer them, but not this morning.† She glanced across the hall to where she could see sunlight dappling in through a window. â€Å"I could show you the gardens.† â€Å"I'm not dressed for it.† â€Å"The conservatory?† He tapped his ear. â€Å"Made of tin, I'm afraid.† She pressed her lips together, waited a moment, then said, â€Å"Do you have any location in mind?† â€Å"Many,† he answered promptly, â€Å"but they'd leave your reputation in tatters.† â€Å"Mr. Au – â€Å" â€Å"Jack,† he reminded her, and somehow there was less space between them. â€Å"You called me Jack last night.† Grace did not move, despite the fact that her heels were itching to scoot backwards. He was not close enough to kiss her, not even close enough to accidentally brush his hand against her arm. But her lungs felt suddenly devoid of air, and her heart had begun to race, beating erratically in her chest. She could feel it forming on her tongue – Jack. But she could not say it. Not in this moment, with the image of him as the duke still fresh in her mind. â€Å"Mr. Audley,† she said, and although she tried for sternness, she did not quite manage it. â€Å"I am heartbroken,† he said, and he did it with the exact right note of levity to restore her equilibrium. â€Å"But I shall carry on, painful though it may be.† â€Å"Yes, you look to be in despair,† she murmured. One of his brows rose. â€Å"Do I detect a hint of sarcasm?† â€Å"Just a hint.† â€Å"Good, because I assure you† – he thumped one hand against his heart – â€Å"I am dying on the inside.† She laughed, but she tried to hold it in, so it came out more like a snort. It should have been embarrassing; with anyone else it would have been. But he had set her back at ease, and instead she felt herself smile. She wondered if he realized what a talent it was – to return any conversation to a smile. â€Å"Come with me, Mr. Audley,† she said, motioning for him to accompany her down the hall. â€Å"I shall show you my very favorite room.† â€Å"Are there cupids?† She blinked. â€Å"I beg your pardon?† â€Å"I was attacked by cupids this morning,† he said with a shrug, as if such a thing were a common day occurrence. â€Å"In my dressing room.† And again she smiled, this time even more broadly. â€Å"Ah. I'd forgotten. It's a bit much, isn't it?† â€Å"Unless one is partial to naked babies.† Again her laughter snorted out. â€Å"Something in your throat?† he asked innocently. She answered him with a dry look, then said, â€Å"I believe the dressing room was decorated by the present duke's great-grandmother.† â€Å"Yes, I'd assumed it wasn't the dowager,† he said cheerfully. â€Å"She doesn't seem the sort for cherubs of any stripe.† The image that brought forth was enough to make her laugh aloud. â€Å"Finally,† he said, and at her curious look, added, â€Å"I thought you were going to choke on it earlier.† â€Å"You seem to have regained your good mood as well,† she pointed out. â€Å"It requires only the removal of my presence from her presence.† â€Å"But you only just met the dowager yesterday. Surely you've had a disagreeable moment before that.† He flashed her a broad grin. â€Å"Happy since the day I was born.† â€Å"Oh, come now, Mr. Audley.† â€Å"I never admit to my black moods.† She raised her brows. â€Å"You merely experience them?† He chuckled at that. â€Å"Indeed.† They walked companionably toward the rear of the house, Mr. Audley occasionally pressing her for information of their destination. â€Å"I shan't tell you,† Grace said, trying to ignore the giddy sense of anticipation that had begun to slide through her. â€Å"It sounds like nothing special in words.† â€Å"Just another drawing room, eh?† To anyone else, perhaps, but for her it was magical. â€Å"How many are there, by the way?† he asked. She paused, trying to count. â€Å"I am not certain. The dowager is partial to only three, so we rarely use the others.† â€Å"Dusty and molding?† She smiled. â€Å"Cleaned every day.† â€Å"Of course.† He looked about him, and it occurred to her that he did not seem cowed by the grandeur of his surroundings, just†¦amused. No, not amused. It was more of a wry disbelief, as if he were still wondering if he could trade this all in and get himself kidnapped by a different dowager duchess. Perhaps one with a smaller castle. â€Å"Penny for your thoughts, Miss Eversleigh,† he said. â€Å"Although I'm sure they are worth a pound.† â€Å"More than that,† she said over her shoulder. His mood was infectious, and she felt like a coquette. It was unfamiliar. Unfamiliar and lovely. He held up his hands in surrender. â€Å"Too steep a price, I'm afraid. I am but an impoverished highwayman.† She cocked her head. â€Å"Wouldn't that make you an unsuccessful highwayman?† â€Å"Touche,† he acknowledged, â€Å"but alas, untrue. I have had a most lucrative career. The life of a thief suits my talents perfectly.† â€Å"Your talents are for pointing guns and removing necklaces off ladies' necks?† â€Å"I charm the necklaces off their necks.† He shook his head in a perfect imitation of offense. â€Å"Kindly make the distinction.† â€Å"Oh, please.† â€Å"I charmed you.† She was all indignation. â€Å"You did not.† He reached out, and before she could step away, he'd grasped her hand and raised it to his lips. â€Å"Recall the night in question, Miss Eversleigh. The moonlight, the soft wind.† â€Å"There was no wind.† â€Å"You're spoiling my memory,† he growled. â€Å"There was no wind,† she stated. â€Å"You are romanticizing the encounter.† â€Å"Can you blame me?† he returned, smiling at her wickedly. â€Å"I never know who is going to step through the carriage door. Most of the time I get a wheezy old badger.† Grace's initial inclination was to ask him if badger referred to a man or a woman, but she decided this would only encourage him. Plus, he was still holding her hand, his thumb idly stroking her palm, and she was finding that such intimacies severely restricted her talents for witty repartee. â€Å"Where are you taking me, Miss Eversleigh?† His voice was a murmur, brushing softly against her skin. He was kissing her again, and her entire arm shivered with the excitement of it. â€Å"It is just around the corner,† she whispered. Because her voice seemed to have abandoned her. It was all she could do to breathe. He straightened then, but did not release her hand. â€Å"Lead on, Miss Eversleigh.† She did, tugging him gently as she moved toward her destination. To everyone else, it was just a drawing room, decorated in shades of cream and gold, with the occasional accent of the palest, mintiest of greens. But Grace's dowager-inflicted schedule had given her cause to enter in the morning, when the eastern sun still hung low on the horizon. The air shimmered in the early morning, somehow golden with the light, and when it streamed through the windows in this far-flung, unnamed drawing room, the world somehow sparkled. By midmorning it would be just an expensively decorated room, but now, while the larks were still chirping softly outside, it was magic. If he didn't see that†¦ Well, she did not know what it would mean if he did not see that. But it would be disappointing. It was a small thing, meaningless to anyone but her, and yet†¦ She wanted him to see it. The simple magic of the morning light. The beauty and grace in the one room at Belgrave that she could almost imagine was hers. â€Å"Here we are,† she said, a little breathless with the anticipation. The door was open, and as they approached, she could see the light slanting out, landing gently on the smooth surface of the floor. There was such a golden hue to it, she could see every speck of dust that hung floating in the air. â€Å"Is there a private choir?† he teased. â€Å"A fantastical menagerie?† â€Å"Nothing so ordinary,† she replied. â€Å"But close your eyes. You should see it all at once.† He took her hands and, still facing her, placed them over his eyes. It brought her achingly close to him, her arms stretched up, the bodice of her dress just a whisper away from his finely tailored coat. It would be so easy to lean forward, to sigh into him. She could let her hands drop and close her own eyes, tilting her face toward his. He would kiss her, and she would lose her breath, her will, her very desire to, in that moment, be only herself. She wanted to melt into him. She wanted to be a part of him. And the strangest part was – right there, right then, with the golden light rippling down upon them – it seemed the most natural thing in the world. But his eyes were closed, and for him, one little piece of the magic was missing. It had to have been, because if he had felt everything that was floating around her – through her – he never would have said, his voice utterly charming – â€Å"Are we there yet?† â€Å"Almost,† she said. She should have been grateful that the moment was broken. She should have been relieved that she did not do something she was sure to regret. But she wasn't. She wanted her regrets. She wanted them desperately. She wanted to do something she knew she should not, and she wanted to lie in bed at night letting the memory keep her warm. But she was not brave enough to initiate her own downfall. Instead, she led him to the open doorway and said softly, â€Å"Here we are.†