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Ownership Structure and Its Impact on the Board of Directors

The particular ownership structure of a corporation has a huge impact on the effectiveness of the board of directors to govern. In a company where a large, single shareholder exists, that entity or individual investor can effectively control the corporation. If the director has a problem, he or she can appeal to the controlling shareholder. In a company where no controlling shareholder exists, the directors should act as if one did exist and attempt to protect this imaginary entity at all times (even if it means firing the CEO, making changes to the structure that are unpopular with management, or turning down acquisitions because they are too pricy). In a relatively few number of companies, the controlling shareholder also serves as the CEO and / or Chairman of the Board. In this case, a director is completely at the will of the owner and has no effective way to override his or her decisions.

  1. Now check how well you understood the main points of the text above.

  1. What do you imagine when you hear “The Board of Directors”?

  2. What is the difference between the primary responsibility of an American Board of Directors and that of a European one?

  3. What are seven basic responsibilities of any Board of Directors?

  4. How do you understand the issue of “independence” of the Board of Directors?

  5. What the three types of directors on the board?

  6. What are the two types of committees on the Board of Directors and what are their responsibilities?

  7. How can ownership structure influence the work of the Board of Directors?

Practically thinking

  1. Incentives or rewards? Work in pairs and try to work out some proposals for the Board o Directors.

The Board of Directors of your company has asked you to present proposals for a new incentive scheme for your salesman.

Decide and discuss on the objectives of the scheme. Should it encourage better results in the future or reward the good results in the past?

Draw up proposal for the details of the scheme.

Listening and Speaking

F inancial statements

  1. Listen to the introduction to a chairman's statement to his company's shareholders and answer the questions below.

1. Were profits for this year better than any other preceding year?

2. By what percentage were profits up this year on last year?

3. What reduced profits in the first half of the year?

4. How many years has the company been in the top ten of the Fortune 500?

5. The chairman talks of an alliance and a strategic joint venture. Is he talking about the same thing or two different things?

6. Which two major trading zones has the company been expanding into?

7. In what sector does the company work?

The Profit and Loss Account and Balance Sheet are two important documents used in preparing financial statements. Which of the following is a definition of a Profit and Loss Account? Which defines a Balance Sheet?

- statement showing income and expenses resulting from trading over a period of time

- statement of financial position at a specific point in time.

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