Compare and Contrast Piaget and Vygotsky with references from Lourenco - Free Essay Example

Sample details Pages: 5 Words: 1400 Downloads: 10 Date added: 2019/10/10 Category Psychology Essay Type Compare and contrast essay Did you like this example? Piaget and Vygotsky are considered to be the two main contributors in influencing the development of psychology. The two theories when presented in their own constructivist views on the development of a child; this constructivist theory is a theory that explains that most of the individuals organize information based on the experience they had before (Lourenà §o, 2016). However, the Piaget emphasizes on the significance of the children learning through interacting with their surrounding environment. Don’t waste time! Our writers will create an original "Compare and Contrast Piaget and Vygotsky with references from Lourenco" essay for you Create order In the case of Vygotsky, it is believed that children are to learn through having interpersonal experiences and also according to their culture. The main purpose of this essay is to bring out the Piaget’s and Vygotsky’s views on the development of a child and also critically evaluate the similarities and the differences between these two theories. The major component in Piaget’s concept is that children always develop over a course of four distinct stages. These four stages are as follows; first, children from birth to the age of two are said to be in the sensorimotor phase. In this stage, the first sense they have is the experience which helps them understand how objects permanence and understands that objects do exist even if   they cannot be seen and also understand that, for any action, it is always accompanied by more actions (Lourenà §o, 2016). From the age of two years to seven years, this stage of children is said to be the preoperational stage. In this phase of growth, children are considered to be egocentric in such a manner that, for all they know they assume everyone knows the same thing and at this stage also they tend to acquire every bit of conversation understanding, that is, the amount of a substance always remains unchanged even if their appearance changes with time. Children from the age of seven t o eleven years are said to be in the transitional period to a concrete operational stage. At this particular stage for the children, logical reasoning becomes more prominent to them. During this stage, children understand that a person is the same regardless of the changes which occur over a certain period of time. At this particular stage also, children understand that there can be the classification of items according to physical facets as well as being put together with items of similar properties. The last stage in the development of a child is the formal operational stage. This stage occurs for those children who are in the age ranging in between eleven and fifteen (Lourenà §o, 2016). From this stage, children can finally be able to apply their logical reasoning in the current abstract world. This means that the children are able to have complex thinking and they can format different ways in solving certain case problems in life. The Piaget’s theory describes two different processes which allow the children be able to advance in their four stages and also to develop their mental schemas such as accommodation and assimilation. For children, schema means the cognitive representation of ideas, items as well other people.   Assimilation for a child means, a child being able to respond to situations in such a way that it is most consistent with the very preexisting schema (Lourenà §o, 2016). The accommodation is referred to the response to a certain situation whereby the children preexisting schema is modified or a new schema is made during the process. Piaget argues that the two processes are very much crucial for the children to be able to make accurate representations in the environment they live in as well as to be able to adapt to changes. For the children who have balanced assimilation and accommodation, they are said to have reached their state of equilibrium, thus they have earned their very pree xisting skills which are enough to enable them to handle the task might be involved in. When children tend to obtain some information that cannot be well understood by their current schema, the children are ranked in the state of disequilibrium which makes them tend to have a real sense of uniqueness within themselves. For Vygotsky, they proposed that, the sociocultural alternative to Piaget’s cognitive development stages of children. In his theory, he suggests that children operate cognitively dialogues and engagement in social interactions in understanding the symbolisms in context within their culture (Lourenà §o, 2016). When they interact with other children the obtain skills on solving the certain dilemma in their lives. When are faced with tasks they are experienced before in their lives, they use the previous experience to find the solution by drawing special strategy. Dialogues are very important to children in integrating their speeches which enable them to have complex capabilities in thinking capabilities. Vygotsky identified forms of speech which are developed in scientific order. These three forms are social, private and also internal speech. At first, children are introduced to social speech where they are involved in adult talks and are shown in different forms of direction l ike addressing a child to go and brush teeth after taking a meal. After this, they use the information obtained from the adults to solve some problems (Lourenà §o, 2016). For private speech is evolved in inner conversation when children acquire the cultural context which is required in applying abstract concepts of action. The Vygotsky theory has got another significant aspect which is the Zone of Proximal Development (ZPD)(Lourenà §o, 2016). This defines the gap between children actual development rate as well as what can be achieved by the children while by themselves or with help of adults. To improve the growth of ZPD within the children, the adults should engage themselves in providing guidelines on what is needed in solving certain problems and thus let the children find solutions to the problems without the assistance of the adults. Moreover, as per the principle of Vygotsky in a role of culture for cognitive development, he states that children should be accessing symbolic tools which improve their communication skills. When these skills are fully internalized by the children after receiving the tools, they use them in future actions. The main difference in logical structure in the two theories is such that, for Piaget, he outlines the four development separate stages that are undergone by all the children regardless of the cultural backgrounds. In his theory, he uses the age ranges for every specific stage and children have to complete one stage within certain age period for them to enter into the following stage of their life growth. In comparison to Vygotsky theory, this theory is relatively independent on time factor and it suggests that all the children have to learn with the help of adults. In this theory, the cognitive development is dependent on the capabilities of the child in social interactions as well as the application of the cultural tools learned in every circumstance faced in life situations. Whereas, in the Piaget theory, he argues that the knowledge of the children is fully developed on individual grounds by using the available surrounding environment(Lourenà §o, 2016). Both theories states on the origin of intelligence. For Piaget, he states that the actions of a child determine their intelligence. On the other hand, for Vygotsky, he believes that any learning precedes development since the theory assumes that, children always rely on social interaction for them to integrate cultural symbolism in their cognitive processing (Lourenà §o, 2016). For Vygotsky, he discusses the origin of intelligence as the act of stimulation from other individuals but for the case of Piaget he said is irrelevant to the interpersonal conversation. The difference between the two theories is on how children language is developed. For Piaget, he describes private speech of children as the egocentric act since they cannot take another person’s help. In contrast to Vygotsky, he interpreted private speech as the platform for them to understand what is being addressed by the adults upon them(Lourenà §o, 2016). Vygotsky states that self-oriented speech regulates ones’ behavior but Piaget argues that, it limits thinking capacity. The two theories their ideas fully differed greatly, they both studied on child development with a very dialectical approach. The theories match in interactions between distinct and interdependent functions on mental. For Piaget, children are always assimilated and accommodated to their schema (Lourenà §o, 2016). For the case of Vygotsky, they involve themselves to dialogues as well as internalizing cultural tools in the development of inner speech.

Essay about Drugs and Substance Abuse in America - 658 Words

A Turn for the Worst? As the world today continues to increase in different technology, which is said to make a better and also safer society, but are they leading to road of destruction? According to the CASAColumbia organization â€Å"More than 1 in 7 Americans ages 12 and older have addiction involving nicotine, alcohol or other drugs (2014).† Meaning at 12 years old one CHILD out of seven would have an alcohol or drug addiction. Substance abuse in America is widely spread, and is definitely getting out of control. The sadness about a substance abuser is that they probably never even dreamed of using any type of drug, but when doors are closing they would kill for a way out, even kill themselves. Most drug addictions initiates in the†¦show more content†¦A lot of broken homes are mainly the reason for substance abuse because they are just looking for a way out. Another initiator is peer pressure, most weak mind, or self-conscious, people are easily persuaded into using alcohol or drugs. All it takes is simply â€Å"Come on man, you’ll be cool† and you now have entered a life of destruction. There are so many reasons to use it, but only ONE reason not to, LIFE. Listed by, A Drug Free World Foundation, people first use drugs because of the following circumstances: 1. To escape or relax 2. To relieve boredom 3. To seem grown up 4. To rebel 5. To experiment 6. To fit in The characters in â€Å"Clean† each started from one of these factors, each of them in turn became addicts, and now placed in a rehabilitation center to face their problems, face sobriety, and face themselves. Drug and alcohol use is spreading widely across our America, and it’s turning our home into a drug country, which is not acceptable. Substances such as marijuana, meth, or alcohol is becoming quite big on the market, and also is becoming easier, and easier to obtain. However, some steps have taken for the regaining of our streets from drugs. Since meth is only different chemicals mixed together, it’s easy to manufacture. Pseudoephedrine, commonly known as Sudafed, is one of the main chemicals used in meth, but now Sudafed is an over theShow MoreRelatedSubstance Abuse - Social Pandemic1653 Words   |  7 Pagesillegal drugs and alcohol continues, substance abuse across America has become a very serious social problem. It is mental illness that has an effec t on different races, classes and genders. The affects of substance abuse has caused countless of people to feel heartache and develop feelings of hopelessness. With alcohol and drugs readily available through prescription or on the streets (Butler,2010), it is obvious why many are acquiring addictive patterns to these accessible substances, and thatRead MoreAbstinence vs. Harm Reduction1733 Words   |  7 Pagesâ€Å"Abstinence Vs. 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can you remember birth Essay Example For Students

can you remember birth? Essay According to Freud, people are unable to remember when they are born because it is a traumatic experience, and such experiences are placed in the unconscious, meaning they are forgotten, unintentionally. Being born is a traumatic experience because of the fact that a fetus is, basically, being pulled from an environment that it has gotten used to over the course of nine months. This environment is one in which there was food, warmth, and comfort. When the child is born, it comes into a cold, dry, loud place, totally unlike the warm, muffled sounds of the womb, and it is a shocking experience. For a newborn, this is not only too much for their brain to process, it shocks them into repression. In sociology, this rapid introduction into a new world is known as culture shock, in which the subject being introduced has no idea where they are or what to do, and there is a type of panic. This panic causes the brain to lose the information, that is called repression. By definition, repression is the process by which the unpleasant or traumatic incident is pushed into the unconscious and forgotten. There are about 100 billion different nerves and receptors in the brain of a newborn, but they work at such a rudimentary level, that they are incapable of holding that information.This could also be a reason why birth is a forgotten part of life and pushed to an unconscious level in the brain. The brain functions as the center of human thought, and those thoughts that are unpleasant, or cause trauma, are, somehow, forgotten. This repression forces those thoughts away from the conscious brain. Some people say that they have dreams of being born, and this is not totally ridiculous. These people have such dreams because the repressed memories are resurfacing in the dream, and people experience these visions. Often times, they do not even remember having the dream or having the sensation of being born because it is a part of the unconscious. Freud says that repression is one of t he strongest and most regularly used defense mechanisms because it is easier to put something out of ones mind, than to try to ignore it (Wood 433). According to a study by Nelson and Ross in 1980, the following hypothesis was formed:Children would show early childhood amnesia and that this could be tested by comparing obtained estimates of memory strength to values predicted by a standard retention function. The data collected confirmed this hypothesis for 6- and 10- year-old children and suggests that the early childhood amnesia period extends from birth to a point between the third and fourth birthdays. The data also supported the prediction, derived from the aforementioned model, that children would report a disproportionate number of memories from the amnesia period. Nelson and Ross go on to say the following things, to add to the validity of their findings:A fundamental characteristic of human memory is that, as time passes there is a decline in the probability that a specific episode in ones life can be recalled. For example, a child may forget a particularly bad spanking or punishment received by their parent because they would rather forget the incident than have to think about what happened. Also, it is more difficult for a child to encode information from short term to long-term memory, so they do not understand the difference between the two (Berger 172). In addition to the studies of Nelson and Ross, a group of three named Graesser, Gordon, and Sawyer came to this conclusion in 1979:Coding involves some form of abstraction and that particular events are encoded as instances of scripted activities rather than as complete memories for each episode. The same source of the above information continues with a statement that sums up the notion of childhood amnesia with the following:With development, the memory system is able to differentiate among events, which frees that child from heavy reliance on scripted information. Unfortunately, Nelson and others are not clear regarding the fate of me mories for single events, but Nelson (1984) did write that If unrepeated experiences tend to fade, drop out, or become inaccessible with time, one could adequately account for all the data (p.109). This can be read as implying that memories for single events formed during this period are forgotten at the same rate as memories formed in other periods. Because of continued research in the area of childhood amnesia and the effects that it has on what a child does and does not remember, there will be further advances in the knowledge that is currently available to the following generations of researchers. Scientists such as Nelson and Ross, and Freud have explained that children remember very few things that they want to, or the things that have not been repeated throughout their lives. Birth is an event in the life of a child that is very traumatic because of the type of culture shock that they experience. When pulled from their mothers womb, a child enters a cold world, where they are forced to breathe differently and are no longer secluded from the rest of the world around them and their mother. It is a memory that is repressed unintentionally, but is still there, as Freud would tell one, without hesitation. The unconscious controls the instincts of people and reactions to the world around them, and is as much a part of life as the conscious mind or the preconscious mind, but serves the roll of a storage space or closet, in which humans hide their deepest thoughts and most unpleasant thoughts, as well. Those who are able to remember their birth are people that have something called total recall, which means they know and understand everything about their own life history, including the trauma of birth and all the unpleasant events that will follow during their lifetime. But that is highly unlikely and these persons are few and far between.

Is Asean Relevant to the Regional Security of Southeast Asia Essay Example

Is Asean Relevant to the Regional Security of Southeast Asia? Essay Is ASEAN relevant to the regional security of Southeast Asia? | 16 pages, including cover page3,176 words (excluding footnotes, endnotes, bibliography)| Yes, ASEAN is still relevant to the regional security of Southeast Asia. I will attempt to justify my case by elaborating how the 3 key political accords and the ASEAN way has helped shared ASEAN to what it is today. I will also provide a brief summary of ASEAN’s achievements and challenges till date. Finally, I will highlight the main initiatives that ASEAN has taken to overcome future challenges to ensure its continued relevancy to the regional security of Southeast Asia. Background The Association of Southeast Asian Nations (ASEAN) was established on 8 August 1967 in Bangkok by the five original Member Countries, namely, Indonesia, Malaysia, Philippines, Singapore, and Thailand. Since then, membership has expanded to include Brunei Darussalam, Vietnam, Lao, Myanmar and Cambodia. The founding of ASEAN followed the end of Indonesia’s ‘Confrontation’ against Malaysia and Singapore, which had proved costly for Indonesia’s economic development and regional stability. Thus, preventing a repetition of such inter-state confrontation and developing a mechanism for the pacific settlement of disputes were the major considerations behind ASEAN’s formation. Other reasons for the formation of ASEAN include (a) shared threat perceptions of communist insurgency arising from internal social, economic and political conditions and (b) the desire of the members to enhance economic cooperation for mutual gain especially through collective bargaining with its major trading partners. We will write a custom essay sample on Is Asean Relevant to the Regional Security of Southeast Asia? specifically for you for only $16.38 $13.9/page Order now We will write a custom essay sample on Is Asean Relevant to the Regional Security of Southeast Asia? specifically for you FOR ONLY $16.38 $13.9/page Hire Writer We will write a custom essay sample on Is Asean Relevant to the Regional Security of Southeast Asia? specifically for you FOR ONLY $16.38 $13.9/page Hire Writer The early declarations and statements from summits show that the group was founded primarily to provide a framework for regional political and economic cooperation. Today, ASEAN has developed an organizational structure that looks not only into the political and economic issues in the region but also social development issues. However, the journey was not an easy one. The first decade of ASEAN’s existence was relatively unproductive but much effort was spent developing and refining the concepts that form the basis of its work and methods of cooperation. This has allowed and contributed to regional confidence building, fostering trust and goodwill and developing the habit of working together informally and openly. Threatening changes in the regional environment – such as the perceived weakening of the American commitment to its local allies and the re-emergence of China as a political force – were enough to keep ASEAN united. 3 key political measures established by ASEAN In order to facilitate ASEAN progress without external interference and to enhance regional peace and stability, several major key political accords were established. Foremost among these are (1) The Zone of Peace, Freedom and Neutrality (ZOPFAN) of 1971, (2) The Treaty of Amity and Co-operation in Southeast Asia (TAC) of 1976 and (3) The Southeast Asia Nuclear Weapon Free Zone (SEANWFZ) of 1995. ZOPFAN It commits all ASEAN members to â€Å"exert efforts to secure the recognition of and respect for Southeast Asia as a Zone of Peace, Freedom and Neutrality, free from any manner of interference by outside powers,† and to â€Å"make concerted efforts to broaden the areas of cooperation, which would contribute to their strength, solidarity and closer relationship. ZOPFAN recognizes â€Å"the right of every state, large or small, to lead its national existence free from outside interference in its internal affairs as this interference will adversely affect its freedom, independence and integrity†. The ZOPFAN Declaration is the expression of ASEAN’s unwillingness to allow the major countries in the East Asian region: China, Japan, the Soviet Union and the United States of America unfettered involvement in Southeast Asia, of extending ASEAN’s responsibility for security as far outwards as possible and of preventing intervention and subversion by foreign powers to gain foothold in the region. ASEAN has struggled relentlessly for the recognition and respect of the major powers for Southeast Asia as a non-nuclear zone of peace, freedom and neutrality while intensifying co-operation among themselves as a prerequisite to contributing to their â€Å"strength, solidarity and closer relationship† in the effort. TAC The purpose of the Treaty is to promote perpetual peace, everlasting amity and cooperation among the peoples of Southeast Asia which would contribute to their strength, solidarity, and closer relationship. The treaty enshrines the following principles: mutual respect for one another’s sovereignty; noninterference in internal affairs; the peaceful settlement of intraregional disputes; and effective cooperation. The treaty also provides for a code of conduct for the peaceful settlement of disputes. And it mandates the establishment of a high council made up of ministerial representatives from the parties as a dispute-settlement mechanism. By amending the treaty in 1987 to allow non-Southeast Asian states to accede to it, ASEAN extended those principles to encompass such states’ conduct in the region. The Manila Declaration on the South China Sea of 1992 commended all parties concerned â€Å"to apply the principles contained in the TAC as the basis for establishing a code of international conduct over the South China Sea. † Finally, the ARF, at its inaugural meeting in 1994, â€Å"endorsed the purposes and principles of the TAC as a code of conduct governing relations between states and a unique diplomatic instrument for regional confidence-building, preventive diplomacy, and political and security co-operation. Several states outside Southeast Asia namely, China, India, Japan, the Republic of Korea, Pakistan, Papua New Guinea and the Russian Federation have also acceded to the TAC. More countries are actively considering accession. SEANWFZ The establishment of a SEANWFZ, as an essential component of ZOPFAN will contribute towards strengthening the security of states within the Zone and towards enhancing international peace and security as a whole. It reaffirms the importance of the United Nations’ Treaty on the Non-Proliferation of Nuclear Weapons (NPT) in preventing the proliferation of nuclear weapons and in contributing towards international peace and security. The SEANWFZ Treaty provides for a Protocol for accession by the five Nuclear Weapon States (NWS), namely, China, France, the Russian Federation, the United Kingdom, and the United States. However, consultations between ASEAN and NWS are still underway to address certain provisions of concern to the NWS. The ASEAN Way According to Donald E. Weatherbee, in the ASEAN way, conflict avoidance set the basis for the acceptance of common behavioral norms among member states through (a) Mutual respect for sovereign authority; and (b) Non-violence or use of force. Basically, conflict resolution is based on informal friendly negotiations in a structurally loose setting between disputance states. This serve to achieve 2 strategic goals : (a) Not to allow bilateral disputes to disrupt into a regional conflict and the functioning of ASEAN itself and (b) Not to let ties between ASEAN states and non-ASEAN states negatively affect intra-ASEAN relations. The ASEAN Way encourages decision-making through consultation and consensus building. When consultation cannot create consensus, the ASEAN states agree to disagree and pursue their individual interest. The ASEAN Way also encourages its member to cooperate around contentious issues. All of these features, namely non-interference, informality, minimal institutionalization, consultation and consensus, non-use of force and non-confrontation have constituted what is called the ASEAN Way. Many scholars have argued that the principle of non-interference has blunted ASEAN efforts in handling the problem of Myanmar, human rights abuses and haze pollution in the region. Issues Tackled Through the ASEAN Way ASEAN countries have been successful in preventing the spread of communism and there has been no major conflict and no war (since 1967) among members in SEA. ASEAN has also been successful in promoting peace and security thru various forums and also establish multi-lateral military exercises among the member-states. According to Amitav Acharya, the development of a collective identity in ASEAN involves the creation and manipulation of symbols. The prominent ASEAN symbols in the arena of conflict-management are the so-called â€Å"ASEAN Spirit† and the â€Å"ASEAN Way. † These symbols have been invoked on countless occasions to reduce bilateral tensions among the ASEAN members. Irrespective if the disputes were resolved or pacified, the ASEAN way was adopted in the following bilateral issues: a. The Philippines’ Sabah Claim. b. Pulau Ligitan and Sipadan (Indonesia-Malaysia) – ICJ, Hague. c. Pedra Branca (Singapore-Malaysia) – ICJ, Hague. d. The South China Sea Conflict Zone (Potential Energy Resevoir, Rich Fisheries Source, strategic sea route, etc). The 1992 Declaration on South China Sea through peaceful resolution between ASEAN amp; PRC. e. Indonesia-Aceh- Papua Ethnic Conflict. f. Muslim Separatism in Philippines. g. Vietnamese occupation of Cambodia (1978-1991) to rid Cambodia of the Pol Pol regime. Although the conflict dominated activities of ASEAN for a decade, the resolution of the Cambodian Conflict in 1991 made it possible for ASEAN to achieve goals of reuniting the 10 countries so that the countries within SEA would not be a source of conflict in the future. Challenges that has impede ASEAN’s Development Notwithstanding the successes ASEAN had in mitigating some of its bilateral disputes, there are also challenges that ASEAN has to grapple with in the past and present: a. Asian Financial Crisis 1997 ASEAN was unable to react and resulted in Thailand and Indonesia having to negotiate directly with IMF. This incident also lead to the loss of Indonesia leadership (Suharto) who was forced to step down in May 1998 in the wake of widespread rioting that followed sharp price increases caused by a drastic devaluation of the rupiah. . Forest fires in Indonesia/ Haze crisis of 1997 Indonesia’s government has been slow in addressing the haze issue and even though legislation outlawing the use of fire for land clearance has been established, the rate of prosecuting law breakers in remote areas is still slow, if not stagnant. The concept of state sovereignty impedes ASEAN from being able to take any form of action to coerce Indonesia to act responsibly. The 2002 ASEAN agreement on Transboundary Haze Pollution clearly illustrated this as Indonesia has yet to ratify it. c. Myanmar – It faced a high record of human rights violations as the military rulers refused to recognize the victory of the National League for Democracy in 1990 under Daw Aung San Suu Kyi. Till date, Suu Kyi still remains under house arrest. The Myanmar issue has been a contentious issue and has complicated ASEAN relations with US and EU. (General unease amongst ASEAN members on its impact on its image). d. East Timor Crisis – When the East Timorese voted for an independent state in 1999, Indonesia reacted with active support for the violent anti-independence militia resulting in massive human rights violations. The ASEAN states felt compelled to remain quiet because they did not dare to interfere with Indonesia’s internal affairs. Only efforts by Australia that led to the intervention force in East Timor (INTERFET) brought about the slowing down of the conflict. According to â€Å"The Straits Time† newspaper article on 3 Mar 2009, the ASEAN Secretary-General Surin Pitsuwan has also highlighted that the ASEAN’s non-interference policy restricts ASEAN as it limits the group’s options for preventive diplomacy and conflict resolution. How ASEAN progress will depend on the readiness of member states and the pressure people will put on the governments of member states. Measures by ASEAN to overcome challenges In order to overcome the present and future challenges, ASEAN need to look and move ahead to make itself relevant to the current environment and political situation. Although there are various mechanisms and frameworks of cooperation, I have highlighted 3 initiatives that I believe have significant influence to how ASEAN shape up to be to ensure its continued relevancy in the region. ASEAN Regional Forum (ARF) ASEAN’s most ambitious attempt to expand its regional influence is embodied in the ARF. In recognition of security interdependence in the Asia-Pacific and wider region of USA and Europe, ASEAN established the ARF in 1994. Its conflict management roles are guided by: (1) fostering constructive dialogue and consultation on political and security issues of common interest and concern, (2) making significant contribution to efforts towards regional confidence-building and preventive diplomacy, (3) working towards strengthening and enhancement of political security cooperation within the region as means of ensuring peace and stability. ARF pursues a 3-staged approach in conflict management: Stage I – promotion of confidence-building measures (CBMs), Stage II – development of preventive-diplomacy (PD) mechanisms, Stage III – development of conflict resolution mechanisms. The ARF discusses major regional security issues, including the relationship amongst the major powers (tripartite US China – Japan relations), non-proliferation, counter-terrorism, religious/ ethnic tensions (Asia) and transnational crime etc. ASEAN’s leadership of ARF meant that for the first time, a regional organisation would â€Å"lead the major powers. ARF personifies the importance of Southeast Asia in the international arena and provides a platform for member-states to pursue multilateralism. The ARF has been useful in elevating the level of confidence among its participants through regular dialogue, mutual accommodation, co-operative activities and networking. ASEAN Community At its Ninth Summit in October 2003, ASEAN announced its intention to create an ASEAN Community based on three intertwined and mutually reinforcing pillars: ASEAN Security Community (ASC), ASEAN Economic Community (AEC) and ASEAN Socio-Cultural Community (ASCC). A year later ASEAN established the Vientiane Action Programme to realize this goal. Over the past two decades, ASEAN has experienced many changes (the end of the Cold War, globalization, the rise of China and India, the Asian financial crisis, etc) that have created an impact on the process of ASEAN community building. This in turn has forced ASEAN to adjust its inward stand to that of a more responsive community to cope with the increasing political and economic competition in a globalised world. As such, the future of the region and of ASEAN will be, to a considerable extent, dependent on the degree of success of community building. The ASC is expected to maintain and strengthen peace, security and stability and enhance ASEAN’s capacity for self-management of regional security. It includes maritime cooperation and fight against terrorism. The AEC is to develop a single market and production base that is stable, prosperous, highly competitive and economically integrated with effective facilitation for trade and investment in which there is free flow of goods, services investment, skilled labours, and freer flow of capital. The ASCC is for a Southeast Asia bonded together in partnership as â€Å"a community of caring and sharing societies†. The ASCC Plan of Action contains four core elements: (1) Building a community of caring societies, (2) managing the social impact of economic integration, (3) Enhancing environmental sustainability, and (4) strengthening the foundations of regional social cohesion towards an ASEAN Community. In 2005, member countries agreed to establish an ASEAN Charter, which would serve as the legal and institutional framework for the regional organization and the ASEAN Community. Although it will not take on any supranational functions, with its ambitious goals, the ASEAN Community is believed to have far-reaching and important impacts on the lives of the people in Southeast Asia. ASEAN Charter The ASEAN Charter was adopted at the 13th ASEAN Summit in November 2007. On December 15, 2008, the members of ASEAN met in the Indonesian capital of Jakarta to launch a charter, signed in November 2007, with the aim of moving closer to an EU-style community. The charter turns ASEAN into a legal entity and aims to create a single free-trade area for the region encompassing 500 million people. It has strengthened ASEAN’s conflict/ dispute management mechanism to give it more ‘bite’ in the eyes of regional and global players. The Charter re-emphasizes key principles of ASEAN: â€Å"shared commitment and collective responsibility in enhancing regional peace, security and prosperity†Ã‚  and â€Å"enhanced consultations on matters seriously affecting the common interest of ASEAN† as the â€Å"ASEAN Way† of business. For better conflict management, the Charter implemented common Chairmanship of the ASEAN Summit and key ASEAN bodies, bestowing greater legal powers and mandate to the Chair to mediate and implement consensual decisions. Lastly, as a symbol of solidarity and collective identity, ASEAN has formulated a motto â€Å"One Vision, One Identity, One Community† and ASEAN anthem; absent even in EU. Other than the 3 initiatives stated above, ASEAN has also engaged in many other important meetings and initiatives to widen its political sphere and enhance its economic and security cooperation: a. East Asia Summit from 2005 b. ASEAN + 3 (China, Japan amp; Korea) summit from 1997 c. ASEAN + China summit in 2002 d. ASEAN + Japan, S Korea amp; India summit in 2003 e. Formation of Senior Economic Official Meeting (SEOM) f. Parallel functional ministerial meetings were held g. ASEAN Investment Area Council was formed h. Formation of AFTA Council i. Elevating the status of ASEAN Secretary-General to ministerial status for a 5-year term j. Initiating the ASEAN Dialogue Partners Programme with major economic in EU, Oceania, East Asia, Russia and the USA k. The launch of Asian Cooperation Dialogue in 2002 l. Annual ASEAN-EU meeting since 1995 m. Launched of ASEM in 1996 n. Launched of the ASEAN-Mekong River Development Cooperation Program (efforts to integrate LCVM into ASEAN) Sub-Regional Growth Zones between member-states) . The Mini-ASEAN Initiatives p. Track II levels meetings like the Shangri-La Dialogue and the Council for Security Cooperation in the Asia-Pacific (CSCAP). Is ASEAN still relevant? The answer is YES. ASEAN has provided a platform for coordination and collaboration and has allowed member-states to interact cordially in regional and international relations. However, it does not mean that conflicts and disagreements were absent within the region, it just meant that ASEAN has achieved considerable success through pacifism; containing rather than resolving differences peacefully among its members. In addition, ASEAN as a regional group would have a larger voice internationally against larger committees and this will continue to play an important feature in directing the future of ASEAN. ASEAN is essentially a security community that is inward-looking, gearing towards war prevention and conflict-resolution within the grouping, contrary to other forms of security arrangements such as security regime, alliance and collective security systems. As a security community, ASEAN shares common threat perceptions, mainly communist insurgency, border and ethnic issues in the 1970s and 80s. While communism may cease to be significant, new threats have emerged transnational terrorism, pandemics (SARS, Avian Influenza, HIV/Aids), transnational crimes (human trafficking, drugs, etc), natural disasters (haze, tsunami, etc), organized crime (piracy, etc). These trans-boundary threats call for collaboration across member states in order to effectively tackle these threats effectively. In combating threats to regional security, ASEAN has established various mechanisms of cooperation and adopted for implementation cooperation frameworks and action plans in the respective sectors. However, the region still faces emerging challenges and threats. To be able to stand tall against these threats to regional security, ASEAN Member Countries need to maintain their sense of community such as that manifested during the last tsunami episode. They need to exert leadership and commitment through partnership with the global community and, as a group, need to ensure that they get the priorities right. ASEAN also need to ensure that partnership with the global community will be according to local regional characteristics and needs. However, while it has to act regionally, ASEAN would need to think globally.

A. Needle Exchange Controversy Essays - Drug Culture, Prevention

A. Needle Exchange Controversy Essays - Drug Culture, Prevention A. Needle Exchange Controversy Needle Exchange Programs: The Best Solution? [emailprotected] The United States of America has been contending with adverse social and economic effects of the drug abuse, namely of heroin, since the foundation of this country. Our initial attempt to outlaw heroin with the Harrison Narcotic Act of 1914 resulted in the U.S. having the worst heroin problem in the world (Tooley 540). Although the legislative actions regarding heroin hitherto produced ominous results that rarely affected any individuals other than the addict and his or her family, the late twentieth century brings rise to the ever-infringing AIDS epidemic in conjunction with heroin abuse. The distribution of clean needles to intravenous (IV) drug users is being encouraged in an attempt to prevent the transmission of human immunodeficiency virus (HIV) from sharing contaminated needles (Glantz 1077). It is the contention of this paper to advocate the establishment and support of needle exchange programs for intravenous drug users because such programs reduce the spread of HIV and do n ot cause an increase of drug use. This can be justified simply by examining the towering evidence that undoubtedly supports needle exchange programs and the effectiveness of their main objective to prevent the spread of the HIV. Countries around the world have come to realize that prohibiting the availability of clean needles will not prevent IV drug use; it will only prevent safe IV drug use (Glantz 1078). Understanding that IV drug use is an inescapable aspect of almost every modern society, Europeans have been taking advantage of needle exchange programs in Amsterdam since the early 1980's (Fuller 9). Established in 1988, Spain's first needle exchange program has since been joined by 59 additional programs to advocate the use of clean injection equipment (Menoyo 410) in an attempt to slow the spread of HIV. Several needle exchange programs sponsored by religious organizations in Australia have reported no new HIV infections resulting from needle sharing over the past three years (Fuller 9). Public safety groups in the United States are rapidly beginning to accept the effectiveness of needle exchange programs. The 113 needle exchange programs that are currently operating throughout the United States (Bowdy 26) are a result of this acceptance. These programs for the most part are established to support needle exchange more so than needle distribution (Fuller 10). Many needle exchange programs have been initiated by recovering addicts who understand the realities of addiction and the potential harm of needle sharing (Fuller 9). Perhaps addicts feel more comfortable taking advice from some one whom has been there and knows what they are going through. Social interaction between the addict and program is quite simple. Program clients are asked to donate their old injection equipment in exchange for new materials and identification cards issued by some programs, allowing the users to carry their injection equipment anywhere (Loconte 20), reducing the need to share needles. Vo lunteers keep track of old needles collected and sterile ones given out with a coding system that allows participants to remain anonymous (Green 15). Unlike some of their European counterparts, needle exchange programs in the U.S. do not advocate the use of vending machines to dispense hypodermic needles (Fuller 10). American programs understand the grave importance of regular contact between the addict and caring members of society who inform addicts about various avenues of health care and recovery during each visit (Fuller 10). The assistant director of the Adult Clinical AIDS Program at Boston Medical Center, Jon Fuller, feels that this intimate approach by American programs conveys a powerful message to addicts that their lives and well-being are still valued by the community despite their inability to break the cycle of addictive behavior (10). Addicts who can not stay clean or get admitted into a drug treatment program should be encouraged to take the necessary precautions to perform safe injections and not put others at risk as a result of their habit (Glantz 1078). From 1981 to 1997, drug related HIV cases in the United States rose from 1 to 31 percent not including infants and sexual partners infected by the user (Fuller 9). With contaminated needles infecting 33 Americans with HIV daily (Fuller 11), it was only a matter of time before an in-depth analysis

Free Essays on Socio-biographical Sketch Of A Fam Member

Socio-biographical sketch of Alice Culture changes across time and place, thus redefining its values, norms, laws, and dress, among other things, and giving new meaning to society. One’s life chances and choices, however, are shaped not just by the cultural practices of but by his/her position within the society in which he/she lives. For this paper, I analyzed the influence of my grandmother’s class, race, gender, and institutions made available to her in creating her location within society, and therefore her life decisions. The religious institution introduced to my grandmother, Alice, since her birth in 1927 had a tremendous influence on her. She attended a Baptist Church with her mother that had been started by missionaries from Sweden. It was attended mainly by immigrants and first generation Americans of Swedish descent, my grandmother being a first generation Swedish-American. This social fact of her life, as well as the others I will point, reflect C. Wright Mills’ perspective of the â€Å"sociological imagination†, which he defined as the ability to see the societal patterns that influence an individual as well as a group of individuals. To do so, he said, one must have knowledge of the social and historical context in which people lived (Andersen and Taylor, 5). Alice attended this church because her mother believed the teachings of it and wanted her child to be introduced to them as well. Her mother attended this particular church because she had immigrated to Sweden to the U.S. and wanted to worship amongst those who shared this with her. Thus, my grandmother’s ethnicity and religion were large influences on her moral values which she still carries with her. These values, Alice explained, were typical of the Swedish and also were expected of her church’s followers. As I have noticed in my Grandma, as well as her pointing this out in the interview, honesty to and respect for everyone were things that were and ... Free Essays on Socio-biographical Sketch Of A Fam Member Free Essays on Socio-biographical Sketch Of A Fam Member Socio-biographical sketch of Alice Culture changes across time and place, thus redefining its values, norms, laws, and dress, among other things, and giving new meaning to society. One’s life chances and choices, however, are shaped not just by the cultural practices of but by his/her position within the society in which he/she lives. For this paper, I analyzed the influence of my grandmother’s class, race, gender, and institutions made available to her in creating her location within society, and therefore her life decisions. The religious institution introduced to my grandmother, Alice, since her birth in 1927 had a tremendous influence on her. She attended a Baptist Church with her mother that had been started by missionaries from Sweden. It was attended mainly by immigrants and first generation Americans of Swedish descent, my grandmother being a first generation Swedish-American. This social fact of her life, as well as the others I will point, reflect C. Wright Mills’ perspective of the â€Å"sociological imagination†, which he defined as the ability to see the societal patterns that influence an individual as well as a group of individuals. To do so, he said, one must have knowledge of the social and historical context in which people lived (Andersen and Taylor, 5). Alice attended this church because her mother believed the teachings of it and wanted her child to be introduced to them as well. Her mother attended this particular church because she had immigrated to Sweden to the U.S. and wanted to worship amongst those who shared this with her. Thus, my grandmother’s ethnicity and religion were large influences on her moral values which she still carries with her. These values, Alice explained, were typical of the Swedish and also were expected of her church’s followers. As I have noticed in my Grandma, as well as her pointing this out in the interview, honesty to and respect for everyone were things that were and ...

Compare and contrast two pieces of art Research Paper

Compare and contrast two pieces of art - Research Paper Example It was painted between the years 1829-32 and is one of the most renowned pieces of work by Hokusai. The painting shows a picture of a huge wave intimidating boats all around it, close to the Kanagawa or Japanese prefecture. Most of the times, people mistake the wave to be a part of the tsunami since the disaster is a very common phenomenon near Japan and the Japanese islands. However, it is a wave of the open sea, a commonality in the region of the water body there. Mount Fuji can also be seen in the background of the picture. The dormant volcano has formed a very important part of Japanese paintings and art because of its significance in the environment around the waves. It is also sometimes painted in order to depict the kind of warning the volcano is supposed to show to its audience through a picture portrayal. The picture is also a part of the Thirty Six Views of Mount Fuji and is the first of the series. (Katsushika Hokusai and Japanese Art) â€Å"Washington Crossing the Delawa re† was made in 1851 by Emanuel Gottlieb Leutze. ... his crew helps him cross the Delaware River however many say that the American flag shown in the picture is a symbol of anarchism and does not show American unity. The painting had to undergo restoration after it had been destroyed in a fire and then further again, in a bombing. Other pieces of creative art like poems and sonnets have also been made on the basis of the picture portrayed in the painting, which is one of the best forms of art alive for the depiction of the important event that took place in American history. (Washington Crossing the Delaware) Both paintings have been made with a great amount of detail in their own ways; however the technique used in their creation is very different from each other. The Jap-Asian painting made by Hokusai has been made with the Ukiyo-e technique; this is used for making single brush strokes onto silk or even on paper. It is very easy to make very thin lines and use colour very well with this kind of painting. It helps to give a portrayal of a very simple sketch with deep detailing. The waves in the picture have very extensive detail and the lighting has been worked on fantastically with a cloudy background helping to make the same even more sinister in its own way. The fierceness of the waves has been shown wonderfully, especially with the volcano in the backdrop of the painting. In contrast to the same, the painting by Leutze is more realistic in its approach. It has a very artistic touch and composition to it with excellent lighting and Washington’s face looking at the bright sky and sun, revealing an image along the likes of emerging victorious. The picture according to the painting takes place at dawn with very dark tones all along the sky and the sun rising along the horizon. (Leutze, Emanuel) There are different

Indigenous knowledge in education systems Assignment

Indigenous knowledge in education systems - Assignment Example The Common Curriculum Framework for the Language and Culture Programs of the Aboriginal Kindergarten to the twelfth Grade was developed as a collective effort. The effort encompassed the Western Canadian Protocol Aboriginal Languages Working Group and the Elder Advisors and, with contributors from British Columbia, Alberta, Manitoba, Northwest Territories, Yukon, and Saskatchewan. The paper was intended to serve as a framework that would reflect the universal beliefs and values integral in Aboriginal cultures in acknowledgment of the pedagogical issues in the Aboriginal system of education (Bopp, et al. 2004). In reference to Bopp et al (2004), the First Nations, Inuit and MÃ ©tis education policy framework of 2002 that was developed by Alberta Learning, in partnership with Native Education Policy Review Advisory Committee Representatives and Elders, was envisioned to demonstrate the department’s guarantee to enhance educational opportunities and chances for Aboriginal learners and students in Alberta. Additionally, it was intended to develop and progress an ongoing exchange of ideas with other education stakeholders and Aboriginal communities (Bopp et al., 2004). The initiated frameworks share the voices of indigenous elders speaking on the relationship Laws. These laws include humanity’s Relationship with the Natural World; humanity’s Relationship with one another; humanity’s Relationship with themselves; reconstruction and Colonization.

The Industrial Revolution Essay Example | Topics and Well Written Essays - 3000 words

The Industrial Revolution - Essay Example The changes were far from beneficial for the working class who did not see an increase in their standard of living during the Industrial Revolution, but instead traded health, dignity, and emotional well being for a small increase in disposable income. The topic of the working class during this period has been one that has been widely and often debated. It can stir up highly charged emotions among historians and social scientists. While some arguments center on amelioration, others are more pessimistic in their viewpoint. The debate has become more interesting as the issues are applied to the global economy and the developing world of today. During this period of development in England, large numbers of the population were relocated from a self-sufficient agricultural economy to an urban factory setting. To entice the workers to move, an economic advantage, either real or perceived was necessary. Higher wages would be offered than could be realized from farm labor. However, the worker would trade social and environmental amenities for the higher pay. It is hypothesized that based on this trade of well being for wages, we can expect to find that when wages increased, living conditions were the poorest. Likewise, based on free market theory, the higher wages would initially create increased demand for products and higher prices. However, as production reached economies of scale, the market would reach equilibrium and result in modest financial rewards for the working class. Because standard of living denotes well being, it does not lend itself to mathematical evaluation. Much of it is qualitative and subjective. Often, even quantitative data from this period is subject to debate about its meaning and credibility. The data will be analyzed through a lens of objectivity and attempt to describe a condition as better or worse. Data such as wages and costs will be reported in real terms and consumption will be analyzed for quality of content. Definition of Terms For the purpose of this research the Industrial Revolution is defined as the period of 1770 to 1849. The research will consider the standard of living of the working class during this period. The post 1849 years will be evaluated and used for comparison where appropriate. This is consistent with many historians who consider the post 1849 period to be the Second Industrial Revolution. Graphical data will be presented for the years 1794 - 1849, the period that credible data is available. This 50-year period is an adequate representation of the major economic movements for the period. One of the overriding difficulties in approaching this topic is defining standard of living. Standard of living is comprised of several different attributes that may be material, emotional, or a combination of both. Standard of living includes wages and the amount of products consumed. It includes both necessities and luxury items. Standard of living considers the working conditions and the safety of the occupation. It also includes living conditions, the environment, and the health of the household. It further includes infant mortality and life span. As a measure of progress with respect to standard of living it will also evaluate education and literacy. This multitude of characteristics will combine to give a more complete picture of the standard

Design of Vehicle Security and Passenger Protection System

Design of Vehicle Security and Passenger Protection System Understand vehicle security, environmental control and passenger protection systems   Introduction I will learn that there are many advantages in the modern central door locking system. I will be learning the electrical wiring of a typical modern car, and adding illustrations to explain the various components. I will be explaining the operating principles and identifying the main parts of the environmental control system such as the EGR principles for a Hitachi vehicle mentioning how it works according with the Control Valves and later examining the service and repair procedures for a defective valve. I will include the oxidization process in a catalytic converter with equations showing the addition of oxygen to hydrocarbon when passed over a platinum palladium catalyst. The exhaust produces harmful emissions gases damaging to the atmosphere when released into air. The catalytic converter includes a core of ceramics containing many pores which measure less than 1mm. Most catalytic converters have a good life expectancy but should be checked periodically for internal and external d amage. Assessment Criteria 3.1 The central locking system of a motor car must give access to the driver, it is the means from which the vehicle doors and boot lid are locked and unlocked and the engine is started. The central locking system in a vehicle must give access only to the driver or an authorised person. In past years, only mechanical systems could be operated from the outside with a key or from the inside with a knob. The central locking systems used originally brought about significant improvements in comfort and convenience. The electric locking systems are very common today in most vehicles, they work with an infrared or wireless remote control. They can be triggered remotely, for example without contact between key and vehicle. The latest systems use entirely keyless vehicle access. The driver only needs to have a transmitter in their pockets, the doors are then unlocked when the driver touches a door handle which has a built-in contact point. The central locking system provides locking/unlocking of the entire vehicle from one central exterior point. It is the means in which the vehicle doors and boot lid are locked and unlocked and the engine is started. The locking system is operated with a key or remote control. These systems feature a built-in vacuum reservoir which triggers the locks on all doors when the key is turned in a lock. The central locking system has the following components: Door handle/Handle strip, the door handle is the traditional means by which a vehicle is opened and closed from inside or outside. The outside door strip usually houses the door lock. Door strips are frequently used as design elements in modern cars. They can be chrome-plated or paint-finished in the same colour as the vehicle. Door lock/Actuator, the latching mechanism in a vehicle is installed directly inside the doors. It contains both a latch and an electric motor (actuator) which controls the central locking system. The latch opens or closes the doors, while on the other hand the door lock, locks or unlocks the vehicle. Today, all doors latches are powered by electric drives. Fuel filler cap, the fuel filler cap will safely seal the fuel tank. Some fuel filler caps have locks, others do not. Fuel filler caps with locks are usually found on vehicle which have either a fuel filler flap which does not lock or no fuel filler flap at all. Fuel filler caps without locks are found on vehicles whose fuel filler flap is locked automatically via the central locking system. Transponder, the transponder is usually integrated inside the key bow. It is the means by which the electronic immobiliser identifies the correct key is being used. The transponders code is read out as the key nears the ignition lock. If the code is correct, the electronic immobiliser will send a start signal enabling the engine. Remote control, the remote controls are being used with increasing frequency in small cars, substituting the functions of a conventional key to all intents and purposes. A signal transmitter sends a signal or a coded order instruction to a receiver inside the vehicle, which usually controls a number of functions. Infrared remote controls have a range of up to 15 m. They depend upon the direct visual contact between transmitter and receiver. Today the infrared remote controls are only used rarely as they have been overtaken by other technologies. Wireless remote controls transmit on radio frequencies and have a range of up to approximately 100 m. Keys, are the basic function and remote control of the locking and unlocking of doors, luggage compartments, fuel filler cap, etc. they are also used to control the interior lighting and electronic immobiliser, the alarm system and the window lifters. The keys are made up of of two units: the milled, toothed key blade and the key bow. The latter is home to an increasing number of electronic functions such as the remote control for the central locking system or the boot lid. Start/stop system, traditionally a vehicle key was needed to unlock the steering lock and to start the engine. Therefore, the vehicle key was enhanced with the addition of a transponder-based release mechanism for the electronic immobiliser. Today, keyless systems are increasingly being used to start engines. In a keyless system, a transmitter, which usually also houses the controller for the central locking is fitted into a reader in the vehicle and the engine is then started by pressing a button. Steering lock, the steering locks have been a compulsory requirement set by insurance companies since 1969.They provide protection against stealing. They are the means from which the steering column is unlocked sand the engine is started, either electrically or by conventional mechanical means. My-cardictionary.com (2016) Diagram 1, An Electrical Wiring Diagram for the Central Locking System of an E36 Coupe vehicle: Justanswer.com (2016) Diagram 2, showing a Single Lock, Phase 1, mechanical lock at door and lock signal generation for a BMW vehicle: Unofficialbmw.com (2016) The lock button and key mechanically rotate the lock lever which decouples the exterior door handle from the latch. When this is rotated the lock lever moves an internal switch ramp to the left closing the lock micro-switch. This provides the lock signal to the GM. When the GM receives the lock signal it activates an internal relay number 1, providing power through the closed single lock contact to the actuator motor. Ground is provided through the modules closed contact of relay number 3. The vehicles actuator motor become energised until the single lock circuit is opened by the gear driven slider. All actuators stop at the single locked position. From this point the external door handles are decoupled from the latch mechanism stopping entry from outside of the vehicle. Assessment Criteria 3.2 Emission control system in vehicles depend on the reduction and discharge of harmful gases from the internal-combustion engine and other components. There are three main sources of gases released from the engine exhaust, the crankcase, and the fuel tank and carburettor. The exhaust pipe sets free burned and unburned hydrocarbons, carbon monoxide, oxides of nitrogen and sulphur, there are traces of various acids, alcohols and phenols. In environmental control systems the vehicle emissions focusses on types of emissions: Hydrocarbons, a class of burned or partially burned fuel, hydrocarbons are a major contributor to smog, causing problems in urban areas. Carbon monoxide, is a product of partial combustion, carbon monoxide reduces the bloods ability to carry oxygen, carbon monoxide poisoning is dangerous and fatal. Nitrogen oxide, is produced when nitrogen in the air reacts with oxygen at a high temperature and pressure inside the engine. NOx is a precursor to smog and acid rain. NOx is a mixture of NO, N20, and NO2. NOx production is increased when an engine runs at its most efficient part of the cycle. Sulphur oxide, is a term for oxides of sulphur, it is emitted from motor vehicles burning fuel containing sulphur. The reduction of sulphur reduces the level of Sulphur oxide emissions from the tailpipe. Rjdaviesmotor.com (2016) One environmental control system is the Exhaust Gas Recirculation (EGR) exhaust gas recirculation. This is an efficient way to reduce the NOx emissions from the engine. It works by recirculating a quantity of exhaust gas back to the engine cylinders. A valve is used to restrain the flow of gas it may be closed completely if required. The EGR intermixes the recirculated gas with the incoming air reducing the amount of O2 for combustion, lowering the peak temperature of combustion. In other words, the substitution of burnt gas for oxygen rich air reduces the proportion of the cylinder contents available for combustion, causing a lower heat release and peak cylinder temperature reducing the formation of NOx. A presence of an inert gas in the cylinder further limits the peak temperature. The gas is recirculated is usually achieved by piping a route from the exhaust manifold to the intake manifold. The gas recirculated is passed through the EGR cooler reducing the temperature of the gas, reducing the cylinder charge temperature when the EGR is used, the EGR system has two benefits firstly the reduction of charge temperature resulting in lower peak temperature, and secondly the greater density of cooled EGR gas allows for a higher proportion of EGR to be used. On a diesel engine, the recirculated fraction may be as high as 50% under some operating conditions. The control valve within the circuit regulates and times the gas flow. There are disadvantages and difficulties of an EGR system, especially in diesel engines where the trade-off between NOx and particulates is higher. The EGR reduces the available oxygen in the cylinder, the production of particulates fuel which is only partly combusted is increased when the EGR is applied. The reduction of the oxygen available in the cylinder will reduce the peak power available from the engine. The EGR is usually shut off when full power is required so the EGR approach to controlling NOx fails in this situation. The EGR system cannot respond instantly to changes in demand and the exhaust gas takes time to flow around the EGR circuit. Making the calibration of the EGR behaviour more complex. A faulty EGR system may result in one cylinder receiving too much high particulate emissions while another cylinder receives too little, resulting in high NOx emissions from that cylinders. Cambustion.com (2016) Diagram3, Cooled Exhaust Gas Recirculation (EGR) System for Tata Hitachi Construction Machinery: Tatahitachi.co.in (2016) Diagram 4, An EGR Working illustration: Slideshare.com (2016) Another environmental control system is a catalytic converter. The catalyst converter changes the harmful pollutants in the exhaust gases into harmless gases. It is located, in the exhaust system and all exhaust gas must move along through it. The catalyst is a material normally platinum palladium in the catalytic converter that causes a chemical change without being a part of the chemical response. The result is the exhaust gas leaving the catalytic converter with less harmful HC, CO, NOx. The catalytic converter converts the pollutants by catalysing a redox reaction (oxidation or reduction). Catalytic converters are used with internal combustion engines fuelled by either petrol or diesel. There are two types of converters: 1. The oxidization catalytic converter the oxidation catalyst is the second stage of catalyst converter. It reduces the unburned hydrocarbon and carbon monoxide by burning (oxidising) them over a platinum palladium catalyst. Diagram 5, An illustration showing the oxidization catalytic converter and the various gases emitted from the exhaust: Quickhonda.net (2016) 2. The reduction catalytic converter The reduction catalyst is the first stage of the catalytic converter, it uses platinum and rhodium to reduce nitrogen oxide emissions. Diagram 6, The chemical process in the reduction catalytic converter: Sine.ni.com (2016) Assessment Criteria 3.3 All vehicles are designed to protect the drivers and passengers in a collision, some cars are better at this than others. In a well-designed vehicle, all the different safety systems work together in keeping the driver and passengers safe in many different crash situations. Working together the safety systems make up the occupant protection system. The vehicle must have a strong structure to absorb the crash force while keeping the driver and passenger compartments intact. Passenger safety systems comprise of the following: Crumple zones, in the frontal, rear and offset (those occurring at an angle) crashes, modern vehicles protect occupants by absorbing crash energy and reducing the forces in which the driver is exposed. This is because the front and rear sections crumple in a controlled and progressive manner, allowing the driver and passenger compartment to decelerate more slowly. The deceleration signifies less force passing onto the driver and passenger so the injuries are less likely. Safety Belts, they are necessary safety fixtures in a vehicle, most modern safety belts have pretensioners. They tighten the safety belt in case of a collision. They have included load limiters which help to control the movements in a collision. Airbags, help to stop the driver and passengers from hitting hard parts of the vehicle in moderate to severe crashes. There are many different types of airbags available. Most vehicles manufactured in the last 15 years have driver and passenger frontal airbags. Todays newer cars have side torso-protecting airbags and side curtain airbags. The side curtain airbags protect a persons head in a side impact crash. Side airbags with head protection, they are a very important safety item which can stop serious injury in a pole-side impact. ISOFix child restraint anchorages, there are specified lower anchorage points for the installation of child restraints.   These make it easier to install the child restraints correctly. Inflatable rear safety belts, the inflatable sections of these safety belts may be shoulder only or lap and shoulder. This system supports the head during a collision, it also provides side impact protection. Inflatable safety belts have tubular inflatable bladders kept within an outer cover. When a collision occurs, the bladder inflates with a gas to increase the area of the restraint which touches the passenger. During a collision at the same time the inflatable rear safety belt shortens in length, tightening the belt around the passenger and improving protection. Pre-crash systems, this is a system which discover an immediate collision and automatically puts into action safety devices like safety belt pretensioners. Rollover occupant protection systems, detect a rollover situation and deploys occupant protection systems like inflatable curtains. Rollover-enabled air bags are intended to stay inflated after a crash for about five seconds. This give greater protection from the head curtain air bags which deploy in a side-impact collision. Active head restraint, a seat is designed to respond to rearward collisions by moving the head restraint forward. It performs other actions to lower the risk of whiplash type injuries. Head restraint for all seats, they are designed with specific geometry to protect an adult in a road collision from the rear. Automatic emergency call (eCall), is a system which alerts the emergency services if a severe collision occurs. Rightcar.govt.nz (2011) Assessment Criteria 3.4 For instance, the expert checking of the brake and repair procedures and security system for a Porsche Macan model car could detect a defective central locking system which sometimes requires the changing of the small battery inside the key housing by using a small screwdriver. When there is a defective battery the central locking system and car alarm will not work accordingly. There are several steps to take when this happens. Normally, the drivers door will lock all functioning locking elements of the central locking system, so the emergency locking procedure should be carried out. A qualified Porsche specialist workshop technician should carry out the necessary diagnostics and repair. To Changing the Drivers Key (Remote Control Battery) the steps are as follows: N.B Please observe the regulations for disposing of batteries If the battery in the remote control becomes too weak, the message Replace Ignition key battery will appear on the multi-function display on the instrument panel. The battery should be changed in this case. To Changing the battery CR 2032, 3 V, you should carry out the following procedures: Remove the emergency key. Lever off the cover on the back of the key housing using a small screwdriver. Change the battery (the polarity should be checked) Refit the cover and press together firmly. Insert the emergency key. By using a push and release mechanism the emergency key within the drivers key is uncovered by using the button to the side. The emergency key can be pulled out and used to unlock the front door of the vehicle. The central locking system controls the doors, tailgate and filter flap. The central locking system is always activated when unlocking and locking the vehicle. On the multi-function display on the instrument panel there are different variants for locking and unlocking the doors and tailgate. The Alarm System: The alarm system monitors the following alarm contacts: Alarm contacts in doors, tailgate, engine compartments lid and headlights. Interior surveillance, movement in the interior when the vehicle is locked, e.g. attempted theft after breaking a window. Inclination sensor: Tilting of the vehicle e.g. attempt to tow the vehicle. Trailer hitch socket, e.g. unauthorised unhitching of the trailer. If one of these alarm contacts is interrupted the alarm horn will sound for approximately 30 seconds and the hazard warning lights flash. After a 5 second pause the alarm is triggered again. The cycle is repeated up to ten times. The alarm system is activated when the vehicle is locked, is deactivated when the vehicle is unlocked. When there are faults in the central locking system, the indicator light comes on for 10 seconds, then it flashes at double speed for 20 seconds and then flashes normally. Although the helpful car alarm is necessary for the security of the car, it can go off unpredictably and even refuse to turn itself off. The safety of the vehicle is very important there are a few methods of troubleshooting the car alarm. m.wikihow.com (2016) Disabling a Car Alarm: Disabling the car alarm can be a temporary arranged before getting professional auto assistance. Understanding the basics of an alarm system is very important, there are a few components that an alarm system uses: Control unit, this part is often referred to the brain as it functions as the command centre for the system. Alarm transmitter, this comes in two forms, key remote or key. Sensors, alarms vary and can get complex with very many sensors like pressure, door or window sensors. Siren, alarms need some type of warning signal, a few systems have their own siren component while others are wired to the car stereo. Wires connect the siren to the control unit, fuses, and the control unit to the sensors. Disconnect the battery, to do it open the hood and locate the battery, using a socket wrench unscrew the negative terminal (-) of the battery and pull it off. This is a safety measure to prevent accidents because working with the vehicles electronics can be dangerous. Find the alarm system, it can usually be found under the hood near the steering wheel. Disconnect the wires, some alarm control units have labels for each wires, by taking off the wires attached to the control unit and removing the wires attached to the siren, are two ways to disable and silence the alarm. Pull the wire of the siren, this will silence the alarm. Reconnect the battery and test the car, put the plug of the battery back in, to make sure the alarm is not going off again. Turn on the car and give the engine an increase of speed. This will make sure that the car can still function. M.wikihow.com (2016) Assessment Criteria 3.5 The reduction of oxides of nitrogen (NOx) engines have been equipped with exhaust gas recirculation (EGR) valves. The EGR valves opens at speeds above idle on a warm engine. When the valve is open, it allows a small portion of the exhaust gas to enter the intake manifold. The exhaust gas is recirculated and takes the place of some the intake mixture. The recirculated exhaust gas is without power and does not enter the combustion process. Diagnosing a defective EGR valve is very straight forward. If the EGR valve is not working or the flow of the exhaust gas is within limits, then the following symptoms will happen: A spark-knock is created when there is an increase of speed during normal driving Excessive oxides of nitrogen (NOx), exhaust emissions. If the EGR valve is stuck open, then these symptoms will show: Rough idle or loss of speed Poor performance/low power The first step in diagnosing the fault is to perform a thorough visual inspection. Checking the proper operation of a vacuum operated EGR valve. To check the operation of the Vacuum-Operated EGR valve, we have to: Check the vacuum diaphragm to see if it can hold the vacuum. N.B. Because some EGR valves require exhaust back pressure to work correctly, the engine should be running at the correct RPM. Apply vacuum from a hand operated vacuum pump and check for right operation. The valve should move when the vacuum is applied and the engine operation should be moving. The EGR valve must be able to hold the vacuum that was applied. If the vacuum drops off, then the valve is likely to be defective. Pearsoned.ca (2016) Conclusion It is useful to know that the central locking system unlocks all doors of a car and it is controlled by a key with a unique code which synchronizes with the cars alarm system. Once the key is used for locking the car the engine immobilizer will go off. Then the vehicles computer system will work with the same code from the car key, therefore opening the engine immobilizer. Consequently, when the engine immobilizer is on, the car will not start. With the evolution of time the central locking system has advanced in their working and is now operated remotely from a distance. In question 3.2 I have understood that emissions of many air pollutants have shown a variety of negative effects on public health and the environment. Emissions such as hydrocarbons a class of burned or partially burned fuel are very toxic. Smog is a major contributor to pollution, and prolonged exposure to hydrocarbons contribute to asthma, liver disease, lung disease and cancer. Carbon monoxide is a product of incomplete combustion which reduces the bloods ability to carry oxygen. Carbon monoxide poisoning is a killer in high concentrations. However, the Exhaust gas recirculation system (EGR) was firstly used in the USA and Canada in the 1970s and later developed by major car manufacturers to lower the harmful gases released into the atmosphere. Dr Donald H. Stedman of the University of Denver invented technology using infra-red to detect the exhaust gases used in urban areas. It is a way of testing the various gases released into the environment. Finally, I can say that with the advancement of time technology has improved the design and security of the car to ensure the safety of the vehicle. References Cambustion.com (2016) Exhaust Gas Recirculation (EGR) and NOx Measurement, NOx Emissions [online] Available at: http://www.cambustion.com/products/egr [Accessed: 28th March 2017] My-cardictionary.com (2016), Central Locking System [online] Available at: http://www.my-cardictionary.com/accessories/central-locking-system.html [Accessed: 28th March 2017] Pearsoned.ca (2016) Emission Control Devices Operation, Diagnosis, and Service [online] Available at: http://www.pearsoned.ca/highered/divisions/virtual_tours/halderman/data/Halderman_AutoTec_ch30pdf [Accessed: 28th March 2017] Quickhonda.net (2016) Exhaust Flow in an Automobile [online] Available at: http://www.quickhonda.net/exhaust.htm [Accessed: 28th March 2017] Rightcar.govt.nz (2011) Protection Systems During A Crash [online] Available at: http:///rightcar.govt.nz/protection-during-a-crash.html [Accessed: 28th March 2017] Rjdaviesmotor.com (2016), R.J. Davies Motor Repairs, [online] Available at: http://rjdaviesmotor.com/services/emission-problems/ [Accessed: 28th March 2017] Sine.ni.com (2016) Using Compact RIO and Lab VIEW to Reduce NOx Emissions from Ship Engines [online] Available at: http://sine.ni.com/cs/app/doc/p/id/cs-12978/lang/en/pdf/yes/pdf [Accessed: 28th March 2017] Unofficialbmw.com (2016), Central Locking, Purpose of the System [online] Available at: http://www.unofficialbmw.com/images/lock.pdf [Accessed: 28th March 2017]

Company Secretarial Practice

Corporate Secretarial Practice Sample paper Suggested answers Important notice When reading these answers, please note that they are not intended to be viewed as a definitive „model? answer, as in many instances there are several possible answers/approaches to a question. These answers indicate a range of appropriate content that could have been provided in answer to the questions. They may be a different length or format to the answers expected from candidates in the examination. Case study Trymore plc You have just joined Trymore plc („Trymore? , a company listed on the London Stock Exchange, as company secretary. This is the first time that a company secretary has been appointed as a separate role in Trymore, as the position had previously always been held by the finance director. Trymore manufactures and sells luxury jewellery and the business has suffered as a result of an economic downturn. Several issues have arisen with certain stakeholders of the company, includi ng unions, shareholders, auditors and the media. The board of directors is very worried about these problems and has convened a special board meeting to discuss what to do.The chairman believes that some of the issues will require input from the company secretary, as a senior member of the company? s management team. You hold a series of meetings with your senior colleagues to find out more about the problems. The matters set out below are discussed with you. Firstly, you hold a meeting with Ms People, the director of human resources. Ms People provides you with an update on a number of matters, including staffing numbers, future wage proposals and relationships between staff, management and the Employees?Union („the Union? ). She also tells you that the Union is concerned about some of the decisions and actions taken recently by the directors and the effectiveness of the board generally. In particular, the Union: ? ? Has accused several directors of planning to â€Å"help th emselves† to the company? s assets, rather than investing the company? s funds into protecting jobs. Is not convinced that many of the decisions taken by the directors recently have benefited the company, particularly in the short-term.Ms People tells you that the company is keen to preserve good relations with the Union, so it will be important to fully address these issues in any dealing with them.  © ICSA, 2010 Page 1 of 16 Several hundred staff were recently made redundant, mainly at the head office, and many of the remaining staff are fearful that they will lose their jobs. The redundancies have even spread to the company secretarial department, where 25% of the staff have been made redundant as part of cost-cutting measures.This has made the workload of the company secretarial department very heavy. You have already explained to Ms People that your staff have complained that they are finding it very difficult to cope and that you fear more staff will resign unless staf fing numbers increase. Ms People tells you that morale within the company seems particularly low. In order to expand the business, the Union understands that the company has recently acquired several overseas companies which have poor human rights records.Staff in the overseas countries are not part of the Union and are cheaper to employ, and the Union is worried that there will be further job losses among their members as a result. The Union is also concerned with the behaviour of Big Holdings plc („Big Holdings? ), the company? s largest shareholder – Trymore is not a subsidiary of Big Holdings. The Union claims that Big Holdings has excessive influence over Trymore, and that Big Holdings? strategy is very similar to Trymore? s regarding the investment into overseas companies.However, Ms People tells you that this approach is the most effective way to reduce the cost of employment. Your second meeting is with Mrs Gain, the finance director and your predecessor as comp any secretary. She summarises the company? s current financial position to you and outlines the key financial priorities for the rest of the year. She also tells you that she is worried that many of the company? s shareholders will be concerned with the company? s external auditors, following an alleged scandal in the press regarding several senior partners of the audit firm.Many clients of the audit firm have announced that they will no longer use them. The company is keen to preserve its reputation and is monitoring developments on this closely. Mrs Gain shows you a copy of the recently received audit letter which refers to a number of company secretarial issues. These centre on the fact that due to the redundancies, and the resulting disorganisation in the company secretarial department, Trymore? s statutory records have not been kept up-to-date, with minutes not being prepared and some statutory filings missed.She is particularly worried that there may be some consequences if th e requirements for statutory filings have not been fulfilled. Nevertheless, she also tells you that she has to balance the need to control costs in the company with the need to ensure that the company adheres to its statutory requirements, and that she will need some input from you and Ms People to help her decide the best way to address this. Your next meeting is with Mr Spin, the director of corporate communications. Mr Spin tells you that Trymore has received a lot of negative media attention recently.This includes a negative article in a newspaper which suggested that Trymore, along with other companies in its sector, was overcharging its customers. The article also attacked Trymore? s environmental record. Relationships with shareholders have also become strained recently. Due to the business suffering, the press has speculated that the company is due to make a loss for the first time. Several of the large institutional shareholders based in the City of London have told the cha irman that the performance of the company needs to improve.The business will also need to communicate to stakeholders further ways to save on costs and/or raise extra funds. In particular, Trymore has a large number of shareholders with small shareholdings and Mr Spin is keen to address their concerns. Shareholders have complained that the company has not done enough to modernise the services it provides to them. Mr Spin has been monitoring internet chat rooms and sees that several shareholders with small holdings are proposing to set up a shareholder action group which will demand improvements in performance and services.Mr Spin is keen to improve relations with shareholders, particularly during this difficult time.  © ICSA, 2010 Page 2 of 16 Questions 1. A meeting has been planned with the chairman of Trymore and the general director of the Union. The Union is expected to make several allegations and the chairman wishes to be well prepared for the meeting. Required Prepare a bri efing note for the chairman, analysing the following: (a) (i) What are the implications of being a shadow director and what steps in general should be taken to avoid any shadow directorships arising? 6 marks) Why might the Union consider Big Holdings to be a shadow director? Assuming Big Holdings is a shadow director, are there any exemptions which may apply? (4 marks) Assuming Big Holdings is a shadow director, what steps need to be taken by Trymore, particularly if Big Holdings is going to continue its level of involvement with Trymore? (4 marks) (ii) (iii) Suggested answer (i) The implications for shadow directors can be onerous. They are liable as every other director and must comply with the provisions of the Companies Act 2006 (CA 2006). Taking into account Trymore? financial difficulties, in the event of an insolvent liquidation the liquidator may claim that Big Holdings was a shadow director of the company. S214 Insolvency Act 1986 deals with wrongful trading of directors in certain circumstances where directors knew or ought to have known that there was no reasonable prospect of a company avoiding insolvency. If the liquidator is able to successfully apply to the court for a declaration that directors contribute to the company? s assets, this would mean that Big Holdings could be joined with the other directors if there is any claim against the directors as part of insolvency proceedings.Shadow directors are also amongst the class of directors that may be disqualified from being concerned in the management or direction of a company, if a finding is made under the Company Directors Disqualification Act 1986 that their conduct in relation to the company? s affairs makes them unfit to be concerned in the management of a limited company. A court of summary jurisdiction may impose a disqualification order for a maximum of five years, or in the case of superior courts, 15 years. The application to the court will be made by theSecretary of State based on a r eport by the liquidator or the Official Receiver into the conduct of the directors of the company. Some practical steps which can be taken to avoid potential shadow directorships arising are: ? ? ? Professional advisers should have a letter of engagement setting out their terms of reference and expressly stating that they are not to be treated as directors of the company. It is good practice to ensure that third parties are made aware that professional advisors are not acting as directors of the company.For Trymore, this could be done by appropriate disclosure in their Annual Report. It would not be appropriate for a representative of Big Holdings to attend board meetings. Page 3 of 16  © ICSA, 2010 (ii) A shadow director can be described as a person in accordance with whose directions or instructions the directors of the company are accustomed to act. A key question will therefore be whether the board of Trymore is independent or whether it has been acting in accordance with Big Holdings? directions.There are some limited exceptions as to who will not be classed as a shadow director but this is generally restricted to professional advisers as their advice is usually limited to a particular part of the business. If Big Holdings has been advising Trymore in this respect of certain investment strategies only then it may well qualify as an exception. However, this seems unlikely. As a good point of governance and disclosure, if Trymore had been reliant on Big Holdings in a way which appears to be material to the company? s strategy, it may have been appropriate to disclose the relationship, for example, in Trymore? Annual Report. (iii) There is no requirement under the CA 2006 to register a shadow directorship at Companies House (CA 2006, s162) and under the 8th Companies Act 2006 Commencement Order, details of shadow directors should be removed from the register of directors interest of companies in existence of 1 October 2009. However, a shadow directorship i s an undesirable position, particularly for a listed company. If Big Holdings is indeed a shadow director and will continue its level of involvement the most appropriate course of action would be to regularise the position.This would include the following: ? ? Disclosing any interests in contracts and so on. Requesting Big Holdings to formalise documentation which appoints a representative to attend board meetings (ensuring appropriate induction arrangements are made if necessary for the company? s representative). (b) On what grounds might the Union allege that the directors of Trymore have breached their statutory duties? What statutory considerations would the directors have against such allegations? How should the chairman ensure that directors are aware of their statutory duties? (11 marks)Suggested answer There are several statutory duties of directors under the CA 2006. Given the Union? s concerns, the most likely allegations which may be raised are the following: ? Breach of duty to exercise reasonable care, skill and diligence (s174 CA 2006) – The Union may claim that some of the decisions made by the directors have not shown the required level of care, skill and diligence in accordance with S174. This is tested in two ways: an objective test of the general knowledge, skill and experience expected of a director, and also a subjective test of the actual general knowledge, skill and experience held by that director.Directors would, therefore, be required to demonstrate that decisions they have taken have met the standards required by s174. Breach of duty to promote the success of the company (s172 CA 2006) – A director is required to act in a way he or she considers in good faith and shall promote the success of the company for the benefit of its members as a whole. CA 2006 provides a nonexhaustive list of factors which directors should take into account when considering this duty. Directors would, therefore, need to show that they have ta ken one or more of the stipulated factors into account or any other relevant factor. One key consideration here on which the directors may rely is the likely consequences of decisions over the long-term. It may be the case that the impact of decisions are detrimental over the short-term (such as redundancies) but are designed to be of benefit for the long-term. A further consideration is that there may be „competing? factors which the directors need to take into account when considering which particular action or actions will promote the success of the company.  © ICSA, 2010 Page 4 of 16The best way to ensure that the directors are aware of their duties is through a process of induction and ongoing education. The newly appointed company secretary will have a pivotal role in this. As a newly appointed company secretary, through discussion with the chairman, a â€Å"sense check† should be taken as to the directors? awareness of their duties. The Combined Code recommends that the company secretary, in conjunction with the chairman, takes responsibility for ensuring the appropriate induction of a director.Before a director accepts an appointment, the secretary should ensure that he or she is fully aware of their responsibilities, duties and potential liabilities. This includes, in particular, their statutory duties as required by the CA 2006. The company secretary usually decides, in conjunction with the newly appointed director on the best way to deliver the induction, which may take the form of presentations, attendance at seminars or providing guidance books. Following induction, the company secretary should take responsibility for the ongoing briefing and refresher training of directors at appropriate intervals. . You have serious concerns about the issues regarding the statutory registers, statutory filings and auditors: (a) (i) You discover that no action has been taken in respect of the following: ? ? ? The Annual Return date for Trymore was two weeks ago. Your appointment as company secretary was three weeks ago. A shareholder requested minutes of the last Annual General Meeting (which was held two months ago) but no minutes have yet been prepared. Explain if there are any statutory or regulatory implications in respect of the above and any required timescales. 10 marks) (ii) Explain, in a memorandum to the finance director, why it is important for the company to promptly file all required returns with the Registrar of Companies and the implications of failing to do so. (4 marks) (b) The directors would like to know what the liability of the auditors to the company is, in relation to their auditing of the company? s accounts. The directors are concerned that the auditors may seek to limit their liability and wish to know whether it is permitted under company law and what procedures would be involved for this.The directors expect shareholders to be concerned about the alleged scandal regarding the auditors and have aske d you if there are any provisions of the Companies Act 2006 which enable shareholders to take action in this regard. The directors also ask you if there are any disclosure issues which the company would need to take into account regarding the position of the auditor. (11 marks) Required Prepare an appropriate briefing note for the directors in respect of (a) and (b) above. (Total: 25 marks)  © ICSA, 2010 Page 5 of 16Suggested answer (a) (i) ? Statutory filings and registers Annual Return date – The Annual Return must be submitted to Companies House within 28 days of the Annual Return date, together with the associated filing fee. Trymore is not, therefore, overdue and has two weeks to file the return. Appointment of company secretary – Public companies are required by s275 CA 2006 to maintain a register of secretaries and by s276 to notify the Registrar within 14 days upon the occurrence of any change in the particulars contained in the register.It is, therefore, goo d practice to update the register of secretaries without delay and a statutory requirement to notify the Registrar of Companies within 14 days of such an event. Trymore is, therefore, one week overdue. Pursuant to s276, if default is made in complying with this section, an offence is committed by every officer of the company who is in default. Furthermore, as a listed company, there is a regulatory requirement to issue an announcement via a Regulatory Information Service in respect of the appointment.This should have been done, at the latest, without delay following the appointment and is, hence, considerably overdue. AGM minutes – As a core function of the company secretary, it is good practice to prepare minutes promptly following a meeting. Moreover, s355 requires every company to keep minutes of all proceedings of general meetings. If the minutes have not been prepared, it is likely that any resolutions which need to be filed at Companies House have not been filed either. Such resolutions must be filed within 15 days of the meeting and, hence, are overdue.In addition, s358 entitles any member to request (subject to any applicable fee) a copy of the minutes of general meetings and such copies must be provided within 14 days of receiving the request. ? ? The situation must, therefore, be addressed without delay in respect of writing the minutes, sending the minutes to the shareholder and making any necessary filings with the Registrar of Companies. In general, if a company fails to comply with the above requirements, an offence is committed by every officer of the company who is in default. (ii) Filing returns with the Registrar of CompaniesIt is important for the company to promptly file all required returns with the Registrar of Companies for a number of reasons. Firstly, the CA 2006 makes directors of the company liable for failing to file required documents. This could damage the reputation of both the director and the company and, in extreme case s, persistent failures to file could lead to the disqualification of one or more directors. Secondly, part of the assessment of a company by stakeholders (such as credit reference agencies, suppliers and prospective customers) will include a review of documents lodged at Companies House.If it is clear that the company is not adhering to its statutory requirements, this may discourage third parties from doing business with the company. Lastly, a failure by a company to file accounts, annual returns or respond to a communication from Companies House could result in strike-off action by Companies House. The directors would, therefore, be strongly advised to ensure that the company secretarial function is appropriately resourced to ensure that the company is able to comply with its statutory obligations.  © ICSA, 2010 Page 6 of 16 (b) Liabilities of the auditor and shareholder concernsAuditors are required to act honestly and with reasonable care and skill in discharging their duties. An auditor is liable to the company for any loss resulting from negligence or default in the performance of his or her duties. As an auditor? s liability is unlimited, this has led to concerns in recent years that an audit firm could go out of business were it to be found liable in a court. The CA 2006, ss534-538, introduces the possibility that the liability of auditors may be limited. However, this is not a unilateral decision by the auditor and would need to be agreed with the company.Any such attempt to limit liability would be in relation to the specific financial year and would need the approval of the company? s shareholders by ordinary resolution, following approval by the board. The details of the limitation would be set out in a formal liability limitation agreement, which can reduce the extent of liability to no less than such an amount or proportion which is fair and reasonable, taking into account the auditor? s responsibilities and contractual obligations and the prof essional standards expected of them.In respect of likely shareholder concerns, as Trymore is a public company, it is required to propose a resolution at each Annual General Meeting (AGM) in respect of the re-appointment of the auditor. If shareholders are concerned about the suitability of the auditor, the most obvious action would be for shareholders to vote against the resolution. The appointment of the auditor would, therefore, come to an end at the end of their term. CA 2006 s527 also gives shareholders of a quoted company the right to have a statement placed on the company? website ahead of a general meeting at which the accounts are to be considered. However, the statement must only be in relation to the audit of the accounts or any issue surrounding an auditor who has ceased to hold office. In order for the statement to be placed on the company? s website, it must be requisitioned by members representing at least 5% of the total voting rights or by 100 members holding paid up shares on average sum per member of not less than ? 100. As a listed company, the directors should be alert to any likely problems which could damage the company? s reputation and should have a plan to deal with it.The company should, therefore, create a prepared response on the company? s position in relation to the auditors which could be released if required. In addition, the Listing regime requires all circulars to shareholders to carry the necessary information to enable shareholders to make an informed choice if a voting action is required. The notice of AGM must, therefore, have a clear recommendation as to whether the directors support all of the resolutions, including the resolution on the re-appointment of the auditors.  © ICSA, 2010 Page 7 of 16 3. You learn of some new developments with regard to the company? relationship with its shareholders: (a) The directors inform you that press speculation is indeed correct and that, due to a sudden change in trading, the compan y is expected to make a loss for the first time. They ask you what disclosure issues arise, why such issues arise and what actions should be taken. They also ask you to explain the process by which listed companies must disclose information. (12 marks) Mr Spin notes that the company does not send Summary Financial Statements (SFSs) to its shareholders and that this could be one way in which the company modernises its shareholder services.Mr Spin asks you to prepare a note for the board explaining the following: (i) What SFSs are and why companies might wish to send them to shareholders. (4 marks) What statutory process and procedures a company must follow prior to issuing SFSs to shareholders. (3 marks) What key information must, at a minimum, be included in SFSs and how the SFSs should be approved. (6 marks) (b) (ii) (iii) Required Prepare a briefing note for the directors in respect of (a) and a note for the board in respect of (b), above. (Total: 25 marks) Suggested answer (a) Di sclosure issues regarding trading conditionsListed companies must observe various continuing obligations, as set out in Listing Rules and in the Disclosure and Transparency Rules (DTR). Continuing obligations are designed to ensure a fair market, with equal access to information by all parties and help to reinforce the importance of a properly regulated market and thus help to increase investor confidence. A cornerstone of this is the prompt release of material information to the market. Any change in the company? s expected performance which is materially different from the expectation of the market must be promptly disclosed.This includes a profit warning that the company does not expect to achieve the level of profit it had previously achieved in a given financial period. Time is of the essence, as the Financial Services Authority (FSA) are likely to investigate the time period between the directors becoming aware of the expected change in trading expectation and the release of a n announcement about it. Any unwarranted delay in releasing the information is likely to lead to the creation of a false market which is contrary to the Listing Principles and, in extreme cases, could lead to accusations of market abuse.The directors would, therefore, be strongly advised to convene a board meeting without delay and to consult with its advisors on the preparation and the urgent release of an appropriate announcement to the market. The DTRs provide guidance on the release of information to the public. Companies must submit announcements to a Regulatory Information Service (RIS), which is a primary information provider (PIP) service approved by the FSA, to disseminate regulatory information to the market. Information which needs to be notified to a RIS must be given to them before being released  © ICSA, 2010 Page 8 of 16 lsewhere to ensure that no one person or section of the population receives the information ahead of any other. If a RIS is closed and a company ha s information to disclose, the company must distribute it to at least two national newspapers and to two newswire services to ensure that there is adequate coverage. A RIS should also be informed so that it can release the news as soon as the market reopens. The underlying principle in the DTRs is that important information must be released to the market as promptly as possible and, in any event, usually by the end of the following business day.The DTRs further require that once an announcement has been released to a RIS it must also be posted on the company? s internet site by the close of the business day following the day of announcement and must be kept there for at least one year. (b) (i) Summary Financial Statements SFSs are, as the name suggests, a summary version of the full accounts of a company. All companies may choose to issue SFSs to shareholders instead of the full accounts (CA 2006, s426). In addition to sending SFSs in hard copy, SFSs may be made available electronic ally, for example, on a website or sent by email to those who have requested it.This would meet some of the concerns of shareholders that the company has not modernised its services to them. SFSs are a useful tool in promoting effective shareholder relations. SFSs avoid overwhelming private investors with detailed and complex annual accounts. It also saves companies with large shareholder bases substantial costs in printing and posting annual accounts. This is useful as Trymore is looking for ways in which to save costs. (ii) Before a company may send SFSs to its shareholders, it must ascertain the wishes of members regarding the receipt of full accounts.The company must have ascertained that the shareholder does not want to receive the full accounts. This may be accomplished by sending the shareholder a reply-paid card which requests the shareholder to opt-in to receive the full accounts. If the shareholder fails to reply, it is assumed that the shareholder is willing to receive th e SFSs. (iii) ? The SFS to be prepared for the financial year for Trymore must include the following (as stipulated in the CA 2006, ss427-428 and regulations made under those sections): a summary profit and loss account (including earnings per share information); ?A summary balance sheet (statement of financial position). ? A summary directors? report. ? Paid or proposed dividends. ? A report by the auditors. ? A report on directors? remuneration. The SFS must also contain a statement that it is only a summary of the full accounts and that the summary accounts do not contain sufficient information to allow a full understanding of the company. It must also provide shareholders with details of where the full accounts may be obtained (free of charge). In addition, to provide additional comfort for shareholders, the SFS must contain a statement by the company? auditors of their opinion that the SFS is consistent with the full accounts and complies with the CA 2006. As with the full acco unts, for good governance, the SFS must be approved by the board. The SFS is signed on the board? s behalf by a director whose name must be stated on the copies issued to shareholders. In seeking the board? s approval, the board will need to confirm that the SFS is indeed a true summary of the full accounts.  © ICSA, 2010 Page 9 of 16 4. The directors strenuously deny that they are planning to â€Å"help themselves† to the company? s funds.The following transactions are intended to take place between the directors and the company: (a) The company plans to provide loans and credit transactions to two directors. Firstly, Mrs Gain, the finance director, will receive a loan of ? 8,000 for the purposes of buying a new car and separately will receive a loan of ? 18,000 (repayable next year) so she can buy jewellery from the company at market price. Secondly, Mr Sell, the marketing director, will receive a loan of ? 40,000 which he will use to clear personal debts as he was in sev ere financial difficulty. 12 marks) The company also has plans to participate in property transactions with the directors. The company intends to purchase Mrs Gain? s old car for ? 4,000. Mrs Gain has pointed out that the car is registered in her husband? s name, and he is not a director of the company. The company also plans to purchase, for development, a plot of land owned by Mr Sell in exchange for ? 115,000, plus the allotment of 20,000 shares in the company. Each transaction is intended to be at market value. (13 marks) (b)The chairman has asked you to provide advice as to whether each of the above transactions are permitted under the Companies Act 2006 and, if so, what approvals, procedures and disclosures need to be made. The chairman has also asked you if Mr Sell? s financial difficulties raise any issues under statute or the company? s Articles of Association. Required Prepare the responses required in (a) and (b) above. (Total: 25 marks) Suggested answer (a) Loans and cre dit transactions Under the CA 2006, companies may make loans or credit transactions to directors.This is provided there has been prior approval by ordinary resolution of the members. In order for approval to be given in general meeting, there needs to be full disclosure in advance by including the following information in a memorandum: ? ? ? The purpose of the loan or transaction. The amount of the loan or value of the transaction. The liability to which the company may be exposed under the loan or transaction. Where the resolution is to be passed in a general meeting, the memorandum must be available for inspection at the registered office for at least 15 days ending with the date of the meeting.It must also be available for inspection at the place of the general meeting. Shareholder approval is not required where loans or transactions are in respect of small amounts. The relevant exceptions where shareholder approval is not required are: ? ? ? Loans or quasi-loans up to ? 10,000. Up to ? 15,000 for credit transactions under which the director acquires goods from the company on deferred payment terms. To enable a director to meet expenditure incurred for the purpose of the company? s business to enable him to perform his duties.The aggregate amounts outstanding must not exceed ? 50,000. Page 10 of 16  © ICSA, 2010 Taking the above into account, the loan to Mrs Gain does not require approval by shareholders, approval by the board is sufficient. Mrs Gain should declare an interest and should be excluded from the quorum and the voting in respect of the board? s approval of the loan. However, the ? 18,000 loan to Mrs Gain and the loan to Mr Sell require shareholder approval before they can be made. This is because the ? 18,000 loan is a credit transaction above ? 15,000 in exchange for goods by the company and the ? 0,000 loan is above the exemption allowed under the CA 2006. If the directors concerned also hold shares they should refrain from voting in a gener al meeting on any approval as each is a conflicted related party. (b) Property transactions and Mr Sell? s financial difficulties The CA 2006, ss190-196, sets out the provisions in respect of substantial property transactions between a company and a director. The term â€Å"director†, for the purposes of substantial property transactions, includes connected persons to the director and this would include Mrs Gain? husband. Hence, the transaction in respect of the car needs to be considered. Generally, a company may not transfer to a director, or a director to a company, a non-cash asset (for example, property) if its value exceeds 10% of the company? s net assets and is more than ? 5,000, or if the value exceeds ? 100,000, unless approved by the company in general meeting. No shareholder approval is required if the value is less than ? 5,000. Taking the above into account, the purchase of the car is a property transaction as it is with a connected person to the director.Howeve r, as is it for less than ? 5,000, no shareholder approval is required. As with the loan for ? 8,000, board approval is all that is required and Mrs Gain should declare an interest and should be excluded from the quorum and the voting in respect of the transaction. However, the purchase of land does require shareholder approval as the value exceeds ? 100,000. If the director concerned also holds shares, he should refrain from voting in a general meeting on any approval as he is a conflicted related party.It is noted that the company intends to acquire the plot of land for cash and shares. The CA 2006, ss593-597, provides that a public company may not allot shares either fully or partly paid up for a payment other than cash, unless the consideration has been valued by an appointed valuer within the six months prior to the allotment, and a copy of the valuation sent to the proposed allottee. The valuation report must be made by an independent person who would be qualified to be an aud itor of the company. The valuer? s report must state: ? ? ? The nominal value of the shares being allotted for a consideration other than cash. The amount of any premium payable on the shares. The consideration which has been valued and the method used to value it. The amount of the nominal value of the shares and any premium treated as paid up for a consideration other than cash. A copy of the report should be sent to the Registrar of Companies when the return of allotments form SH01 is filed (CA 2006, s597) together with a formal contract for the transfer of the plot of land.As the transaction is with a director and requires shareholder approval, adequate disclosure must be made in the circular sent to shareholders and documents must be made available for inspection in a similar way as for the arrangements for loans, as described above. Mr Sell should also refrain from participating in any board approval on this matter. Questions need to be asked about Mr Sell? s personal financia l position as this may impact his ability to continue to serve as a director.Public company Model Article 22 provides that a director would cease to be a director as soon as a bankruptcy order is made against that person or if a composition is made with that person? s creditors generally in satisfaction of that person? s debts. In addition, if a director becomes bankrupt after appointment, section 11 of the Company Directors Disqualification Act 1986 provides that his position will be resigned unless the courts give permission for him to continue.  © ICSA, 2010 Page 11 of 16 5. You are a Chartered Secretary in private practice. John Smith is a shareholder in Pots plc („Pots? , a company listed on the London Stock Exchange. Mr Smith tells you that he and many other shareholders of Pots, who hold between them 7% of the issued share capital, are unhappy with the way the company is being run and wish to put forward some proposals of their own for consideration. Mr Smith asks you to prepare a report giving your professional advice on the following: (a) How can shareholders of a company: (i) assert their rights by requisitioning a general meeting; and (ii) add a resolution to the agenda of the next Annual General Meeting (AGM) of Pots?Mr Smith would like to know the applicable statutory procedures and timescales, what documents would need to be produced and in what format, any related costs, and what information would be circulated and disclosed. (16 marks) Once the general meeting/AGM has been held, how will Mr Smith and his associates know the result of their proposed resolution? What steps are available to Mr Smith and his associates if they are not satisfied with the way any vote at a general meeting/AGM has been conducted? 9 marks) (b) Required Prepare the report required in (a) and (b) above. (Total: 25 marks) Suggested answer Advice for Mr John Smith – Pots plc I refer to our recent discussion regarding Pots plc and I provide below the informat ion that you requested. (a) (i) Requisition of business at general meetings Requisition of a general meeting Under s303 of the CA 2006, members holding not less than 10% of the paid-up capital may requisition the directors to hold a general meeting.As you and your colleagues only hold 7% of the capital, you do not have sufficient shares to requisition a meeting. You must, therefore, either find further shareholders who are willing to support your requisition (holding at least 3% of the share capital) or you may wish to consider waiting until the next AGM and add a members? resolution at that time (see below). The requisition may be in hard copy or electronic form and must be authenticated by the persons requesting it.On receipt of the requisition, the directors of Pots plc must convene the meeting within 21 days, and the meeting must be held not more than 28 days after the date of the notice of the meeting (CA 2006, s304(1)). The cost of convening the general meeting is met by the c ompany. In practice, if convening a meeting, the directors would circulate the notice to the members with a letter explaining the circumstances in which the meeting was being called and state whether or not they supported the proposals to be considered.This is good practice generally for shareholder relations. Also, it is particularly relevant for listed companies as the Listing Rules require any circular sent to shareholders of a listed company to contain a clear and adequate explanation of its subject matter, including enough information for shareholders to be sufficiently informed when voting or taking other actions. As Pots plc is a listed company, it will be required to issue a regulatory announcement without delay disclosing that shareholders have  © ICSA, 2010 Page 12 of 16 requisitioned a general meeting.This is necessary as the public are potential investors and need to be informed of all material events affecting Pots plc. You should note that the directors of Pots plc c annot simply ignore the requisition. CA 2006 s305 provides that if the directors do not comply with the requisition, the requisitionists, or a group representing more than 50 per cent of the voting rights of all of them, may convene the meeting at any time within three months from the date of deposit of the requisition. As far as possible, the meeting should be convened in the same manner as would be done by the directors.This will also be at the expense of the company. (ii) Adding an item of business to the next AGM In addition to the ability of shareholders to requisition a general meeting, shareholders as owners of a company have the right to add their own items of business to the agenda of a forthcoming AGM. As you and your associates do not hold 10% of the share capital of Pots plc, this may provide an alternative route for you. CA 2006, s338 provides that one or more shareholders holding at least 5% of the fully paid up voting capital may requisition an item of business at the next AGM.Hence, you and your associates hold sufficient shares to take this course of action. However, you will have to wait until the time of the AGM. In respect of timescales, the requisition must be lodged not less than six weeks before the date set for the meeting, but if the meeting is subsequently set for sooner, the requisition is deemed as being validly served. The procedure is to deposit the signed requisition(s) (stating the object(s) or including any supporting statement) at the registered office. This may be in hard copy or electronic form.As with requisitioning a general meeting, the board is likely set out in the notice the circumstances in which the resolution has been added and whether or not they support the proposals. Timing is critical in this matter. In respect of costs, if the request is received before the end of the financial year preceding the meeting, the costs of circulation must be met by the company (CA 2006 s340(1)). If the request is received later, it must be accompanied by an amount to cover the expenses of circulation. If not, the directors are not obliged to circulate details of the resolution or any accompanying statement.CA 2006, s314 allows members to request circulation of a statement of up to 1,000 words which relates to a resolution to be proposed at any general meeting or to other business to be dealt with at the meeting. The number of members required is the same as for requesting a resolution to be put to an AGM. However, the request under this section need only be received one week before the meeting. (b) Voting results of a general meeting All shareholders will be able to find out the result of the resolutions passed at a general meeting.You should note that the Listing Rules provide that the result of any resolutions passed at general meetings must be released via a regulatory information service. In addition, the Combined Code (which is the corporate governance code which applies to listed companies) requires tha t where a resolution has been passed on a show of hands, the chairman of the meeting should inform the meeting of the proxy votes lodged, even if a poll vote has not been called and that the proxy votes lodged should be published on the company? s website.Shareholders have the right to ensure that any poll vote taken at a general meeting has been conducted appropriately. CA 2006, ss342-351 has provisions to allow shareholders to require an independent report on a poll vote taken at any general meeting. Members holding 5% of the voting rights may require the report, so the shares held by you and your associates will be sufficient to make this demand. The requisition must be received by the company no later than one week after the poll has been held. On receiving such a request, the directors have to appoint an independent assessor within one week.The assessor? s report must state whether, in his opinion: ?  © ICSA, 2010 The procedures for the poll were adequate. Page 13 of 16 ? ? ? The votes cast were fairly and accurately counted and recorded. The validity of proxy appointments was fairly assessed. The company complied with legal requirements regarding the appointment of proxies. Again, open disclosure is key and all shareholders will be able to find out the result of the independent assessor? s report. Under s351 CA 2006, the company must publish on its website the fact that an independent assessor has been appointed and who the assessor is.Once the report is produced, this must also be put on the website. 6. You are the board secretary to Westshire University („the university? ). Dr Smart informs you that the science department has produced an invention which has the potential to earn revenue for the university. You note that it is against University policy to operate public limited companies. Professor Witty has told you that an old student of the school has made a large donation and wishes this to be used for charitable purposes or to benefit the l ocal area through community enterprises.Both Dr Smart and Professor Witty are keen for these ideas to be carried out by companies which are separate entities from the university but they wish the university to retain some control. (a) Prepare a report for the next board meeting of the university, setting out the steps, procedures, documentation and other matters to consider which are required to incorporate a company. Professor Witty and Dr Smart? s considerations, as set out above, should be taken into account. 15 marks) Prepare a report for the next board meeting, setting out the reasons why both a company limited by guarantee or a community interest company may be suitable for Dr Smart and Professor Witty? s proposal. The report should include any additional relevant information on the formation, purpose, liability or winding up of each type of company and any board approvals which may be appropriate. (10 marks) (b) Required Prepare the responses required in (a) and (b) above. (T otal: 25 marks) Suggested answer Westshire University To: From: Re: The board The secretary Formation of new companiesI refer to the recent discussions with Dr Smart and Professor Witty and, as promised, I provide further advice below on the discussions. (a) Process for incorporating a company The CA 2006 provides the process by which a company may be formed. This will allow the ventures proposed by Dr Smart and Professor Witty to form a separate entity to that of the University. As such, it will also have its own obligations, for example, disclosure obligations and a requirement to comply with all applicable statutes.  © ICSA, 2010 Page 14 of 16In order to form a new company, there must be at least one person or company which agrees to its formation. This is known as the subscriber who agrees to take at least one share in the company or, for a company limited by guarantee, acts as the guarantor. For governance purposes, the board should, therefore, resolve that the new companies be formed. All companies are required to have a set of Articles of Association, which are rules to govern the internal affairs of the company. It is usual to adopt the Model Articles, which are default Articles which apply to the running of most companies.To the extent that these are suitable, we can make any specified modifications. Again, for good governance, the board should approve the Articles. Each company needs a unique name which is appropriate for the business. This can be done by checking the proposed name of the companies against the index of company names held by the Registrar of Companies. Any proposed company name which is the same as, or „too like? , the name of any existing company, or otherwise objectionable (see below), will be rejected by the Registrar of Companies. In addition, there are also some â€Å"sensitive† ords which, if included in a name, require approval to be obtained in advance before we are able to use it and this should be factored int o the timescale for forming the company. There are a number of forms which must be completed in order to complete the company formation. Completing these forms will also assist in determining what other steps and actions are required as part of the formation. Form IN01 is the main incorporation document required. It contains all the details to enable the incorporation of a company. Key considerations for the board to approve include the following: ?What will be the address of the registered office and respective jurisdiction (for example, England and Wales)? The registered office address must be within the respective jurisdiction. Who will be the first director(s) and secretary(ies)? The board will need to consider the most appropriate person given the required responsibilities of the directors. In addition, for good governance and to retain some control, the board may wish to appoint someone from the University to ensure good governance and a reporting line into the University. A c ompany secretary is not required.However, this may well be useful to ensure that statutory compliance is being fully observed. The board will need to decide to what extent the company will be capitalised and who will own the shares, if it is limited by shares. For example, the company could be a subsidiary of the University in order to retain some control of the company. The details of the initial shareholders must be disclosed as part of the formation process. Form IN01 contains a Memorandum of Association, which is the request by one or more person to form a company.Every subscriber to the Memorandum of Association must sign a statement of compliance which is contained within the form. The statement confirms that the subscriber has complied with the requirements of the CA 2006 in respect of registration. ? ? ? The registration documents must be accompanied by the applicable registration fee. If all is in order, the Registrar of Companies will issue a certificate of incorporation. This is effectively the „birth certificate? of a company. Details of the company are disclosed and made available to the public via the Registrar of Companies? website. b) Companies limited by guarantee and Community Interest Companies (CICs) In a company limited by guarantee, the liability of the members is limited to the amount that they undertake to contribute to the assets of the company if it is wound up. Companies limited by  © ICSA, 2010 Page 15 of 16 guarantee are usually low risk entities such as charitable or not-for-profit organisations and would, therefore, be appropriate for the separate entity required to administer donations from former students. In a company limited by guarantee, members are not required to provide funds on becoming a member.However, upon incorporation, it will be required to submit a statement of guarantee that it is to be limited by guarantee. The statement must contain such information as required so that the subscribers to the Memorandum of Association can be identified (CA 2006, s11). It must also state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute the specified amount towards the debts and liabilities of the company.The liability of the members in the event of insolvent liquidation is limited to the guarantee, usually fixed at some low nominal value, such as ? 1 per member. As there is little commercial risk to the business, a company limited by guarantee would, therefore, be an appropriate vehicle for the University. The Companies (Audit, Investigations and Community Enterprise) Act 2004 introduced the Community Interest Company (CIC). The purpose of a CIC is to encourage the provision of products and services which benefit the social and environmental regeneration of wide sections of local communities.Any profits generated from CICs must, therefore, be used for the public good. Companies wishing to qualify for CIC status are required to satisfy the community interest test that „a reasonable person might consider that its activities are being carried on for the benefit of the community?. The expectation is that the CIC will help to meet the need for a transparent, flexible model, clearly defined and easily recognised. The surplus assets of a CIC on transfer or winding up must be applied only to similar organisations or for charitable purposes. A CIC may be incorporated as a company limited by shares or limited by guarantee.In addition to the usual incorporation documents, directors are required to sign a statement which confirms that the CIC will only be used for public good purposes. Given that there will be some risk in forming any company, for good governance and to show acknowledgement of a required decision, the board should pass a formal resolution to approve the incorporation of either a company limited by guarantee of a CIC. The scenarios included here are entirely fictio nal. Any resemblance of the information in the scenarios to real persons or organisations, actual or perceived, is purely coincidental.  © ICSA, 2010 Page 16 of 16