Crm in Hdfc Standards Life Insurance Essay Example

Crm in Hdfc Standards Life Insurance Essay CLAUSE 49 AN ANALYSIS 3RD Directors’ Leadership Programme Organised by Centre for Corporate Governance Indian Institute of Management, Calcutta December 14, 2007 Dilip Kumar Sen CLAUSE 49 OF LISTING AGREEMENT WITH STOCK EXCHANGES INTRODUCED BY SEBI WEF 1ST APRIL 2000 BASED ON BIRLA COMMITTEE RECOMMENDATIONS SIGNIFICANTLY REVISED FROM 1ST JANUARY 2006 BASED ON PROPOSALS OF MURTHY COMMITTEE- CLAUSE 49 OF LISTING AGREEMENT WHICH APPLIES TO ALL LISTED COMPANIES HAS BEEN ONE OF THE MOST TALKED ABOUT ISSUE. AFTER THE CLAUSE WAS FIRST INTRODUCED BASED ON THE PRACTICE FOLLOWED IN DEVELOPED COUNTRIES AND ALSO KEEPING IN MIND THE OECD PRINCIPLES ON CORPORATE GOVERNANCE THE CORPORATE WORLD HAS WITNESSED THE ENRON FIASCO AND THE ENACTMENT OF SARBANES OXLEY ACT IN THE USA . ARTHUR ANDERSEN THE AUDITORS OF ENRON WAS FOUND GUILTY BY THE US JURY ENRON IS JUST AN EXAMPLE – THERE WERE MANY OTHER LARGE CORPORATES WHERE INVESTIGATIONS HAD REVEALED HOW INFLATED EARNINGS WERE REPORTED AND HOW FINANCIAL REPORTINGS WERE MANIPULATED. SOX ACT WHICH IS CONSIDERED AS A TOUGH ACT AIMED TO PLUG THE LOOPHOLES AND REQUIRED THE CORPORATES TO STRICTLY FOLLOW THE REQUIREMENTS OF THE ACT. OUR CG REQUIREMENTS HAVE BEEN REVISED KEEPING IN MIND SOME OF THE PROVISIONS OF THE SOX ACT EVEN THOUGH WE ARE SOMEWHAT LENIENT . A FLAVOUR OF A FEW ONEROUS CLAUSES OF SOX ACT ARE: 1. Section 201- List of services outside the scope of Auditors – Auditors cannot provide services such as Book keeping, financial information system design/implementation, internal audit, actuarial , valuation, investment adviser, expert srervices unrelated to audit etc. we still do not have any such prohibition 2. SECTION 302- CEO/CFO CERTIFICATION OF FINANCIAL STATEMENTS and review of internal control system and its deficiencies This requirement has been incorporated in clause 49 but an important requirement i. e. evaluation of the effectiveness of internal control systems as of a date within 90 days prior to the reporting date has not been adopted. Als o in India CEO/CFO need to certify only annual financial statements and quarterly statements are still not required to be certified 3. 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Section 409 – Real time disclosure on material changes in financial condition or operations- disclosure to be made in a manner easy to understand 7. Section 802- Penalties by way of fines and imprisonment upto 20 years for altering, falsifying, manipulating records/documents CERTAIN BASIC REALITIES ON CG 1. LEGISLATION/REGULATIONS PER SE CANNOT AND PERHAPS WILL NEVER BRING IN GOOD GOVERNANCE 2. CG IS ALWAYS A TOP DOWN PROCESS 3. ORGANISATION CULTURE AND THE MINDSET OF THE PERSONS AT THE HELM OF IT ARE KEY TO ACHIEVING EXCELLENCE IN CG 4. BOARD ROOMS ARE NOT MEANT TO BE PLACES WHERE ONLY GOOD NEWS ARE TO BE MENTIONED. IT IS IMPORTANT IN MY VIEW TO SHARE WITH THE BOARD ALL BAD NEWS AT THE EARLIEST OPPORTUNITY WITHOUT CREATING ANY PANIC 5. INDEPENDENCE OF A DIRECTOR CAN NEVER BE ENSURED BY LEGISLATION – WHAT MAY WORK IS PERIODICAL TRAINING AND EDUCATION OF DIRECTORS A DIRECTOR WHO OSSESSES AN INDEPENDENT MIND IS MOST LIKELY TO FUNCTION INDEPENDENTLY EVEN IF LEGALLY HE IS NOT INDEPENDENT –DO WE LOOK FOR A TECHNICALLY INDEPENDENT DIRECTOR WHILE FILLING IN A VACANCY ? WHY DOES POST ANY ACQUISITION WHEN BOARD IS RESTRUCTURED THE ERSTWHILE IDs ALSO STEP DOWN 6. ARE BOARDS SUPPOSED TO INTERVENE IN TIMES OF CRISIS ONLY? DECISIONS HOWSOEVER UNPLEASANT IF NOT TAKEN TIMELY WOULD ONLY ADD TO COST AS TIME REQUIRED FOR CORRECTIVE ACTIONS WILL BE LONGER ! 7. IN THE ERA OF CG ARE THE DAYS OF FRIENDLY AUDITORS ON THEIR WAY OUT ! DO WE WITNESS A CHANGE IN APPROACH AND ATTITUDE OF AUDITORS ? WHAT IS CG AND WHY DO WE NEED CORPORATE GOVERNANCE CORPORATE STRUCTURE 1. SEPARATION OF OWNERSHIP AND MANAGEMENT 2. COMPANY IS AN ARTIFICIAL PERSON IN THE EYE OF LAW AND CAN ACT ONLY THROUGH AGENTS 3. DIRECTORS OF A COMPANY ARE THEREFORE AGENTS FOR THE COMPANY 4. DIRECTORS OCCUPY A FIDUCIARY POSITION AND ARE EXPECTED TO ACT IN GOOD FAITH IN THE INTEREST OF THE COMPANY. 5. DIRECTORS ARE NOT TRUSTEES IN THE STRICT SENSE OF THE TERM THOUGH THEY MANAGE SHAREHOLDERS’ FUNDS THESE ARE SOME OF THE CARDINAL PRINCIPLES ON WHICH CORPORATES OPERATE. IN OUR COUNTRY WE ALSO FIND LARGE NUMBER OF CORPORATES MANAGED BY FOUNDING FAMILIES. THERE APPEARS TO BE AN IMPLICIT ACCEPTANCE THAT CORPORATE ENTITIES BELONG TO THE FOUNDING FAMILIES . EVEN WHEN THE SHAREHOLDING/VOTING POWER OF THE FOUNDERS IS LESS THAN ONE-THIRD OF PAID-UP CAPITAL THEY CONTROL THE BOARD AND MANAGEMENT. Clause 49 contains a series of Mandatory items and seven non mandatory items which are to be followed by Listed companies. Mandatory items include 1. Board composition – Definition of Independent director – Code of conduct for board members and senior management and affirmation of compliance thereof –Review of legal compliance –Disclosure of remuneration of non executive directors – restriction on membership of board committees – board to meet at least 4 times a year 2. Audit committee- Minimum 3 directors as members with two-third as IDs-All members to be financially literate and at least one member must have expertise on accounting or financial management –Chairman to be an ID-must meet at least 4 times a year has wide powers to investigate any matter and can obtain outside legal advice – Role of the committee and review of information by it 3. Subsidiary companies – One ID of holding company to be on the board of material non-listed Indian subsidiary – Audit committee of holding company to review financial statements of subsidiaries including investments made – board meeting minutes of subsidiary companies to be placed before the board of holding company. 4. Disclosures – Disclosures on Related Party transactions, Accounting treatment if different from what the Standard prescribes- Risk assessment and minimisation procedures – use of proceeds from public issues/rights /preferential issues – Remuneration of Directors –Management discussion and Analysis report – disclosure by Senior management to the board relating to their interest in all material commercial and financial transactions- disclosure to shareholders on particulars of directors seeking appointment/reappointment –quarterly results and presentation to analysts to be hosted on web site – to form a board committee under Chairmanship of a NED to redress shareholders grievances etc 5. CEO/CFO certification of annual financial statements 6. Quarterly report on compliance of CG norms to be submitted to SEs 7. Annual report to contain CG report as per prescribed format which is to be certified by Auditors NON MANDATORY ISSUES 1. MAINTENA NCE OF CHAIRMAN’S OFFICE 2. REMUNERATION COMMITTEE TO BE FORMED WITH ONLY NON-EXECUTIVE DIRECTORS AND CHAIRMAN OF THE COMMITTEE TO BE AN INDEPENDENT DIRECTOR 3. HALF YEARLY FINANCIAL RESULTS INCLUDING SUMMARY OF SIGNIFICANT EVENTS IN THE SIX MONTHS TO BE SENT TO ALL SHAREHOLDERS 4. Companies should move to a regime of unqualified audit report on financial statements 5. Companies may train its board members on business model of the company, its risk profile, responsibilities of directors and the best way to discharge them 6. Evaluation of performance of Board members – Peer group evaluation of performance of non executive directors could be the mechanism to determine whether to extend or continue the terms of appointment of non executive directors 7. Whistle Blower Policy – The company may establish a mechanism for its employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of company’s Code of Conduct . The mechanism should provide adequate safeguards against victimisation of employees who avail the mechanism and also provide direct access to the Chairman of Audit committee in exceptional cases. WHAT THE GOVERNMENT HAS DONE SO FAR TO IMPROVE CG UNLIKE SOUTH EAST AND EAST ASIAN COUNTRIES THE DRIVE FOR BETTER CORPORATE GOVERNANCE AND DISCLOSURE IN INDIA DID NOT START BECAUSE OF ANY MAJOR FINANCIAL COLLAPSE. INITIAL DRIVE INDEED CAME AS A CONSEQUENCE OF LIBERALISATION AND GLOBALISATION OF THE ECONOMY AND THE ONSET OF INTERNATIONAL COMPETITION. NO DOUBT DEMANDS FOR BETTER NORMS ON CG WERE MADE FOLLOWING THE HARSHAD MEHTA SCAM, KETAN PARIKH SCAM, UTI SCAM, CR BHANSALI SCAM , VANISHING COMPANY SCAM , STAMP PAPER SCAM ETC. GOVERNMENT HAS REACTED STRONGLY BY PRESCRIBING MANY STRINGENT CG REQUIREMENTS BUT UNFORTUNATELY WE SEE A WIDE GAP BETWEEN PRESCRIPTION AND PRACTICE. GIVEN BELOW IS A LIST OF SOME OF THE ACTIONS THAT THE GOVERNMENT HAS ALREADY TAKEN 1. INCREASING VERY SUBSTANTIALLY THE POWERS AND FUNCTIONS OF SEBI INCLUDING RIGHT OF INSPECTION OF BOOKS AND RECORDS OF ANY LISTED COMPANY , POWER TO SUSPEND TRADING OF ANY SECURITY,POWER TO RESTRAIN ANY PERSON FROM ACCESSING THE SECURITIES MARKET,POWER TO CARRY OUT INVESTIGATION INTO THE AFFAIRS OF ANY PERSON OR MARKET INTERMEDIARY, ENORMOUS INCREASE IN THE AMOUNT OF PENALTY(MAX. PENALTY CAN NOW BE RS. 25 CRORES OR THREE TIMES THE PROFIT MADE ON SECURITIES TRANSACTIONS) ETC. SEBI HAS ALSO PRESCRIBED MANY REGULATIONS ON DISCLOSURE TAKEOVER, CODE OF CONDUCT ETC. 2. AMENDING THE COMPANIES ACT TO PROVIDE FOR ISSUES LIKE DIRECTORS RESPONSIBILITY STATEMENT, ADHERENCE TO ACCOUNTING STANDARDS, SETTING UP OF NATIONAL ADVISORY COMMITTEE ON ACCOUNTING STANDARDS, DIRECTORS DISQUALIFICATION UNDER CERTAIN CIRCUMSTANCES, MANDATORY REQUIREMENT OF AUDIT COMMITTEE FOR PUBLIC COMPANIES WITH PAID UP CAPITAL OF RS. 5 CRORES OR MORE, PASSING OF CERTAIN RESOLUTIONS ONLY THROUGH POSTAL BALLOTS ETC. 3. INCREASING THE SITTING FEES OF NON EXECUTIVE DIRECTORS 4. SETTING UP OF NARESH CHANDRA COMMITTEE TO ANALYSE AND RECOMMEND CHANGES RELATING TO ISSUES LIKE AUDITOR-COMPANY RELATIONSHIP, ROTATION OF AUDITORS,RESTRICTION ON NON-AUDIT SERVICES, INDEPENDENCE OF AUDIT FUNCTION, ROLE OF INDEPENDENT DIRECTORS, CERTIFICATION OF ACCOUNTS BY CEO/CFO, SETTING UP OF AN INDEPENDENT REGULATOR LIKE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD ETC. 5. SETTING UP OF KUMARMANGALAM BIRLA COMMITTEE BASED ON WHICH CG NORMS WERE INTRODUCED IN THE LISTING AGREEMENT 6. SETTING UP OF IRANI COMMITTEE FOR RECOMMENDING A THOROUGH REVIEW OF THE COMPANIES ACT 1956 7. SETTING UP OF MURTHY COMMITTEE TO REVIEW THE EXISTING CLAUSE 49 OF LISTING AGREEMENT AND SUGGEST CHANGES 8. DISCLOSURE THROUGH WEBSITE THE QUARTERLY FINANCIAL RESULTS, CORPORATE GOVERNANCE REPORT, SHAREHOLDING PATTERN, ANNUAL REPORT, ANY PRESENTATION TO ANALYSTS ETC. 9. SETTING UP OF A COMMITTEE TO RECOMMEND CHANGES IN SCHEDULE VI TO THE COMPANIES ACT,1956 ON FORM AND CONTENT OF BALANCE SHEET AND PROFIT AND LOSS ACCOUNT 10. INTRODUCTION OF THE COMPANIES(AUDITORS REPORT) ORDER 2003 IN SUPERSESSION OF MAOCARO CARO REQUIRES THE AUDITOR TO MAKE VERY SPECIFIC COMMENTS IN THEIR REPORT ON ISSUES LIKE WHETHER FUNDS RAISED FOR SHORT TERM PURPOSES WERE USED FOR LONG TERM USE AND VICE VERSA,FAILURE TO MEET OBLIGATIONS UNDER LOAN AGREEMENT, FRAUD, WHETHER GUARANTEES GIVEN FOR BORROWINGS OF OTHER COMPANIES IS PREJUDICIAL TO THE INTEREST OF THE COMPANY ETC. 11. INTRODUCTION OF BENAMI TRANSACTIONS PROHIBITION ACT, PREVENTION OF MONEY LAUNDERING ACT ,TIGHTER REGULATIONS ON INSIDER TRADING AND REPEALING OF SICK INDUSTRIAL COMPANIES ACT. HISTORY WILL SHOW THAT SICA WAS USED BY UNSCRUPULOUS MANAGEMENT TO THEIR BENEFITINDUSTRIES BECOME SICK BUT INDUSTRIALISTS DO NOT BECOME SICK 12. RESERVE BANK OF INDIA HAS ALSO ISSUED GUIDELINES ON CORPORATE GOVERNANCE THAT THE BANKS ARE REQUIRED TO FOLLOW. SIMULTANEOUSLY APPLICATION OF ACCOUNTING STANDARDS , PRUDENTIAL NORMS ON INCOME RECOGNITION AND PROVISIONING , CAPITAL ADEQUACY NORM, NORM ON NPA ETC HAVE ALSO BEEN PRESCRIBED. 13. DECISION TO SET UP SERIOUS FRAUDS INVESTIGATION OFFICE UNDER DCA. 14. SETTING UP OF NATIONAL FOUNDATION ON CORPORATE GOVERNANCE GOING FORWARD WE EXPECT THAT THE GOVT. WILL SOON PROPOSE MAJOR AMENDMENTS TO THE COMPANIES ACT BASED ON REPORTS OF NARESH CHANDRA COMMITTEE , JPC ON SECURITIES SCAM AIMED AT INCORPORATING PROVISIONS RELATING TO INDEPENDENCE OF AUDITORS AND CORPORATE GOVERNANCE AND IRANI COMMITTEE ON COMPANIES ACT CLAUSE 49 IS ALSO LIKELY TO BE FURTHER MODIFIED SO THAT THERE IS GREATER DISCLOSURES, EASIER AVAILABILITY OF UPTODATE INFORMATION, SUBMISSION OF MUCH WIDER INFORMATION TO THE BOARD WHAT DO WE SEE IN REAL LIFE IT IS HOWEVER DIFFICULT TO COMMENT WHETHER ANY SIGNIFICANT CHANGE IN THE MANNER IN WHICH BOARDS FUNCTION HAS ALSO TAKEN PLACE. WE HAVE HOWEVER COMPANIES WHO VOLUNTARILY BENCHMARK THEIR CG PRACTICES WITH INTERNATIONAL BEST PRACTICES. THE ANNUAL REPORT OF A LEADING IT COMPANY NOT ONLY SPECIFIES COMPLIANCE WITH THE CG NORMS APPLICABLE TO AN INDIAN LISTED COMPANY BUT CONFIRMS COMPLIANCE WITH THE UN GLOBAL COMPACT PROGRAMME . IT ALSO PROVIDES SEPARATE CG REPORT FOR SIX MAJOR GEOGRAPHIES WHERE IT HAS BUSINESS INTERESTS. BUT SUCH COMPANIES ARE VERY FEW IN NUMBER. IN MY VIEW THE MOST IMPORTANT ISSUE ON GOVERNANCE IS A CHANGE OF MINDSET AND ATTITUDE. DO WE EXAMINE EVERY MAJOR DECISION FROM THE GOVERNANCE POINT OF VIEW ? EXCELLENCE IN CORPORATE GOVERNANCE CANNOT BE EXPECTED TO BE ACHIEVED OVERNIGHT AS THE PREREQUISITE IS CHANGE OF MINDSET AND ORGANISATION CULTURE BOTH OF WHICH TAKES TIME. WITHOUT THAT CG COMPLIANCE WILL REMAIN A BOX TICKING EXERCISE. WE ARE ALREADY AHEAD OF MANY OTHER COUNTRIES IN SO FAR AS REGULATIONS ON CG ARE CONCERNED. I HAVE NO DOUBT THAT IN THE COURSE OF NEXT FEW YEARS OUR STANDARD OF CORPORATE GOVERNANCE WILL IMPROVE AND HOPEFULLY IMPROVE SIGNIFICANTLY. HAVE WE CHANGED ENOUGH ON CG IN OUR COUNTRY THERE ARE COMPANIES WHERE THE CG PRACTICES GO WELL BEYOND THE REQUIREMENTS OF LISTING AGREEMENT. SOME COMPANIES VOLUNTARILY BENCHMARK THEIR STANDARD OF CG PRACTICES WITH INTERNATIONAL BEST PRACTICES. WE HAVE ONE OF THE MOST ROBUST CG NORMS FAR BETTER THAN MOST OTHER COUNTRIES. BUT IF REGULATORY REQUIREMENTS OR LEGAL PROVISIONS ALONE COULD BRING ABOUT THE DESIRED CHANGE INDIA WOULD HAVE BEEN FAR AHEAD OF OTHER COUNTRIES AS WE ARE ONE OF THE MOST LEGISLATED COUNTRY IN THE WORLD. SIMULTANEOUSLY WE ALSO FIND THAT ACCORDING TO A STUDY OF TRANSPARENCY INTERNATIONAL INDIA’S RANKING IN CORRUPTION INDEX IS NOT SHOWING SIGNS OF ANY MAJOR IMPROVEMENT. INDIA’S RANKING ON CORRUPTION INDEX UNFORTUNATELY CONTINUES TO REMAIN VERY POOR THIS MAY HAVE LOT TO DO WITH OUR PUBLIC GOVERNANCE SYSTEM WHICH IF NOT ANYTHING IS WEAK. WE HAVE VERY LARGE NUMBER OF VANISHING COMPANIES WHO ARE NOT TRACEABLE AFTER RAISING LARGE SUMS OF MONIES THROUGH PUBLIC OFFERINGS. OUR COMMERCIAL BANKS STILL CARRY VERY LARGE AMOUNT OF WHAT IS KNOWN AS NON-PERFORMING ASSETS. WE DO NOT SEEM TO HAVE AN EFFECTIVE SYSTEM OF IMPLEMENTATION OF THE REGULATIONS. UNLESS CORRUPT PRACTICES ARE EFFECTIVELY PUNISHED THERE WILL NOT BE PROPER ENCOURAGEMENT OF GOOD CORPORATE BEHAVIOUR. I BELIEVE THAT IN OUR COUNTRY FEAR OF PUNISHMENT ACTS WELL TOWARDS BETTER COMPLIANCE. IF NO ATTEMPT IS MADE TO DETECT THE VIOLATORS AND EVEN IF DETECTED THEY CAN GET AWAY REGULATIONS ON CG WILL REMAIN IN STATUTE BOOKS ONLY. ANOTHER ASPECT WHICH COULD WORK WELL IS PEER PRESSURE AMONG THE DIRECTORS. SHOULD CEOS BE EVER ALLOWED TO TAKE THE BOARD FOR GRANTED WHICH HAPPENS WHEN THERE IS INADEQUATE PARTICIPATION OR PRESSURE FROM OTHER BOARD MEMBERS PERHAPS MORE SO WHEN THE BOTTOM LINE IS SATISFACTORY ! OURS IS INDEED AN AMAZING COUNTRY ON THE ONE HAND WE HAVE PEOPLE LIKE LATE SATYENDRA DUBEY WHO LAID DOWN HIS LIFE TO PREVENT CORRUPTION ON THE OTHER HAND WE SEE INNOVATIVE SCAMSTARS WHO IDENTIFY FAULTS AND LOOPHOLES IN THE SYSTEMS AND TAKE ADVANTAGE OF THE SAME. BY THE TIME THE AUTHORITIES PLUG THE LOOPHOLES MANY SMALL AND UNSUSPECTING INVESTORS’ HARD EARNED MONEY WOULD HAVE VANISHED. AS MENTIONED EARLIER WE DO NOT HAVE ANY DEARTH OF REGULATIONS BUT PERHAPS WE LACK IN IMPLEMENTATION. ONCE THE AUTHORITIES START FOCUSSING ON IMPLEMENTATION ONE CAN EXPECT MAJOR CHANGES. VERY RECENTLY SEBI CHAIRMAN HAS OBSERVED THAT WE DO NOT NEED PEOPLE JUST TO GRACE THE BOARD – WE NEED TO SEE HOW THEY ADD VALUE TO THE BOARD. DOES FILMSTARS OR CRICKETERS ON THE BOARD ADD VALUE ? IN ALL THESE REPORTS OF VARIOUS COMMITTEES IT APPEARS THAT A KEY ISSUE HAS NOT BEEN DISCUSSED. NOWHERE ONE FINDS A DISCUSSION ON HOW A PERSON COMES TO HOLD THE POSITION OF A NONEXECUTIVE DIRECTOR OF A COMPANY. IN THE CONTEXT OF OUR COUNTRY WHERE THE POSITION OF A NONEXECUTIVE DIRECTOR IS CONSIDERED MORE AS A STATUS SYMBOL THAN A POSITION OF RESPONSIBILITY, I BELIEVE THAT A PERSON JOINS THE BOARD OF A COMPANY AS A NON-EXECUTIVE DIRECTOR UNDER ONE OR MORE OF THE FOLLOWING CIRCUMSTANCES: I)THE PERSON IS A FRIEND OF THE CHAIRMAN OR THE CEO; II)THE PERSON IS KNOWN TO THE CHAIRMAN/CEO THROUGH SOCIAL CIRCUIT OR OLD SCHOOL/COLLEGE CONNECTION OR GOLF OR OTHER CLUBS; INDEPENDENCE OF DIRECORS SEVERAL HIGH POWERED COMMITTEES HAVE CONSIDERED THIS ISSUE THOROUGHLY AND HAVE REPORTED ON IDs III)THE PERSON IS A PARTNER/SENIOR EXECUTIVE OF AN AUDIT/LEGAL OR CONSULTANCY FIRM WHICH PROVIDES AUDITING/LEGAL/CONSULTANCY SERVICES TO OTHER COMPANIES IN THE SAME GROUP ; IV)THE PERSON IS A RETIRED SENIOR GOVERNMENT OR PUBLIC SECTOR OFFICIAL AND HAD OCCASIONS TO INTERACT WITH THE CHAIRMAN/CEO DURING HIS/HER SERVICE PERIOD V)THE PERSON HAS BEEN RECOMMENDED BY ANOTHER FRIENDLY BUSINESS GROUP WHERE HE IS ALREADY A NONEXECUTIVE DIRECTOR VI)THE PERSON HAD EARLIER SERVED ON THE BOARD OF THE COMPANY AS A NOMINEE DIRECTOR AND HAD EARNED THE TRUST AND RESPECT OF THE CHAIRMAN/CEO DURING THAT PERIOD WHICH PROMPTED THE CHAIRMAN/CEO TO INVITE HIM TO JOIN THE BOARD POST HIS STINT AS NOMINEE DIRECTOR ; VII)THE PERSON IS A RETIRED SENIOR EXECUTIVE OF ANOTHER COMPANY IN THE SAME GROUP; VIII)THE PERSON IS AN ACADEMICIAN WHO HAD CONDUCTED SEMINARS AND CONFERENCES IN THE ORGANIZATION AND HAD CLOSELY INTERACTED WITH THE CEO ON MANY EARLIER OCCASIONS IX)THE PERSON POSSESSES TECHNICAL SKILLS/EXPERTISE ESSENTIAL FOR COMPANY’S BUSINESS AND THE COMPANY FREQUENTLY SEEKS HIS/HER ADVICE. WHILE THERE CAN ALWAYS BE SEVERAL OTHER REASONS FOR INDUCTING A PERSON ON THE BOARD OF A COMPANY, IN MY VIEW, TWO BASIC ISSUES ALWAYS APPEAR TO STANDOUT IN SELECTION OF A NON-EXECUTIVE DIRECTOR. THESE ARE THE PERSON MUST BE REASONABLY WELL-KNOWN TO THE CHAIRMAN/CEO AND/OR A PERSON OF REASONABLE EMINENCE; AND THE PERSON MUST, IN THE OPINION OF THE CHAIRMAN/CEO, BE TRUSTWORTHY. PRIOR RELATIONSHIP WITH CHAIRMAN/CEO IS NECESSARY TO BE INVITED TO JOIN THE BOARD NEEDLESS TO SAY THAT A PERSON JOINS THE BOARD BY INVITATION ONLY(EXCEPT FOR NOMINEE DIRECTORS). INVITATION TO JOIN THE BOARD CAN ONLY BE SENT TO THOSE PERSONS WHO ARE KNOWN TO THE CHAIRMAN/CEO AND WHOM THEY CAN TRUST. INDUCTING A DIRECTOR ON THE BOARD COULD OFTEN BE FAR LESS DIFFICULT THAN MAKING A DIRECTOR QUIT HIS BOARD POSITION. HENCE IT IS ONLY NATURAL TO EXERCISE CAUTION WHILE SELECTING A PERSON TO JOIN THE BOARD. ONE CANNOT EXPECT THAT JUST BECAUSE A PERSON IS EMINENT IN HIS/HER FIELD HE/SHE WOULD BE APPROACHED BY LEADING COMPANIES WHO HITHERTO HAD NO CONTACT WITH HIM/HER TO JOIN THEIR BOARDS. ONLY A NOMINEE DIRECTOR COULD BE AN EXCEPTION TO SUCH RULE. SEBI CHAIRMAN HAS REPORTED TO HAVE COMMENTED RECENTLY THAT SOME PEOPLE GET ON COMPANY BOARDS AND BECOME PERMANENT ENTITIES-MORE PERMANENT THAN THE FURNITURE IN THE BOARD ROOM. THIS IS A FUNDAMENTAL QUESTION AND ONE MAY RECALL THAT MURTHY COMMITTEE HAD INITIALLY RECOMMENDED THAT INDEPENDENT DIRECTORS SHOULD NOT HAVE A TENURE EXCEEDING NINE YEARS ON THE BOARD OF A COMPANY. THIS RECOMMENDATION NOW FINDS PLACE AS A NON MANDATORY PROVISION OF CLAUSE 49. INDEED OUR REGULATIONS IN CONTRAST TO UK’s REQUIREMENT DO NOT REQUIRE THE BOARD TO JUSTIFY WHY A PERSON IS CONSIDERED INDEPENDENT DIRECTOR EVEN WHEN THAT PERSON IS DIRECTOR OF THE COMPANY FOR MANY YEARS –SOMETIMES MORE THAN A DECADE. IT IS INDEED A MOOT QUESTION WHETHER LENGTH OF DIRECTORSHIP AFFECTS ONE’s INDEPENDENCE. IF YOU ARE AN INDEPENDENT DIRECTOR PLEASE CONSIDER A) IF AGENDA PAPERS WERE NOT RECEIVED WELL IN ADVANCE FOR YOU TO STUDY THEM IN SUFFICIENT DETAILS SHOULD YOU REFUSE TO ATTEND MEETINGS ? SHOULD YOU ASK CHAIRMAN TO SET A RULE THAT PLACING OF AGENDA NOTES AT THE MEETING SHOULD BE AVOIDED TO THE EXTENT POSSIBLE ? B ) HAVE YOU FAMILIARISED YOURSELF WITH THE BUSINESS MODEL OF THE COMPANY? ARE YOU AWARE WHERE COMPANY’S PLANTS ARE LOCATED AND WHAT PRODUCTS DO THEY MANUFACTURE? DO YOU KNOW WHAT ARE THE SWOT OF THE COMPANY? C ) HAVE YOU ENSURED THAT CONCERNS RAISED BY YOU AT MEETINGS ARE RECORDED IN THE MINUTES? IF NOT DID YOU TAKE UP THE ISSUE WITH THE CHAIRMAN WHEN IT FIRST OCCURRED? D)ARE YOU UP TO DATE ON YOUR KNOWLEDGE AND SKILL WITH REGARD TO COMPANY’S CG PRACTICES E ) DO YOU COME TO THE MEETINGS AFTER CAREFULLY GOING THROUGH THE AGENDA PAPERS F) DO YOU HESITATE TO ASK UNCOMFORTABLE QUESTIONS AT MEETINGS AS THAT COULD BE CONSTRUED AS BAD MANNERS MORE SO WHEN THE BOTTOM LINE IS HEALTHY? G) DO YOU CONSIDER DIRECTORSHIP AS A POSITION OF TRUST AND RESPONSIBILITY RATHER THAN A STATUS SYMBOL ? H) ARE YOU AWARE ABOUT THE RESPONSIBILITIES AND LIABILITIES OF A DIRECTOR UNDER THE COMPANIES ACT ? ARE YOU PREPARED TO RESIGN IF THE CONCERNS RAISED BY YOU ARE NOT ADDRESSED BY THE COMPANY J) DO YOU DISCUSS ANY OF YOUR CONCERNS WITH COMPANY EXECUTIVES OR OTHER NEDs BEFORE THE MEETING ? K) IF YOU ARE AN ID FOR MANY YEARS DO YOU THINK YOUR APPROACH AND ATTITUDE HAS CHANGED SINCE CG NORMS WERE PRESCRIBED ? I ? ) ii) supports executives in their leadership of the business According to the suggested best practices under the UK code an effective non-executive director i) upholds the highest ethical standards of integrity and probity hile monitoring their conduct; iii) questions intelligently , debates constructively, challenges rigorously and decides dispassionately iv) listens sensitively to the views of others , inside and outside the board; V) gains the trust and respect of other boa rd members; vi) promotes the highest standards of corporate governance and seeks compliance with the Code wherever possible Some of the significant points in the UK code on Board balance and independence are 1. Chairman and CEO should not be the same person 2. A CEO should not go on to become Chairman of the same company 3. Board should state its reasons for determining independence of a director 4. Every director should receive induction on joining the Board and should regularly update his skill and knowledge 5. Board should undertake a formal and rigorous evaluation of its own performance and that of its committees and individual directors on an annual basis 6. Any term beyond six years for a non-executive director should be subject to rigorous review and should take into account need for progressive refreshing of the Board 7. Serving more than nine years could be relevant for determining independence of a non-executive director 8. All directors should have access to independent professional advice at the company’s expense where they judge it necessary to discharge their responsibilities as directors. 9. No individual or small group of individuals should dominate Board’s decision making process 10. Directors should ensure that the concerns raised by them are recorded in the minutes 11. Board should appoint one of the independent non-executive directors as Senior Independent Director under whose leadership annual performance evaluation of Chairman should take place and who can be directly approached by shareholders for resolving any concern IT WILL BE NOTED THAT OUR REQUIREMENTS ARE MUCH LESS RIGOROUS. IN THE INDIAN CONTEXT HOW CAN ONE ENSURE THAT THE BOARD REMAINS EFFECTIVE? MY HUMBLE SUBMISSION IS THAT IT IS TRAINING AND UPGRADATION OF KNOWLEDGE OF THESE DIRECTORS WHICH CAN HAVE A MAJOR IMPACT ON BOARD ROOM CULTURE. THE SEBI COMMITTEE UNDER THE CHAIRMANSHIP OF MR NARAYANA MURTHY HAD RECOMMENDED TRAINING OF THE DIRECTORS IN THE BUSINESS MODEL OF THE COMPANY AS WELL AS THE RISK PROFILE OF THE BUSINESS INCLUDING THE RESPONSIBILITIES OF DIRECTORS AND HOW BEST THEY CAN DISCHARGE THEM. SEBI CHAIRMAN HAS RECENTLY MENTIONED THAT A SEPARATE MEETING OF INDEPENDENT DIRECTORS PRIOR TO THE BOARD MEETING COULD BE HELD SO THAT THE IDs AMONG THEM CAN DISCUSS FREELY ANY ISSUE IF THIS BECOMES MANDATORY IT IS UNLIKELY THAT CORPORATES WOULD WELCOME IT EVEN SOME NON MANDATORY ISSUES OF CLAUSE 49 SUCH AS EVALUATION OF PERFORMANCE OF BOARD MEMBERS OR TRAINING OF DIRECTORS ARE VERY CONTENTIOUS ISSUES AND SHOULD SEBI DECIDE TO MAKE THE NON MANDATORY ISSUES OF CLAUSE 49 MANDATORY MANY CORPORATES MAY FIND DIFFICULT TO COMPLY – THIS IS NOT ENTIRELY UNLIKELY AS NEARLY TWO YEARS HAVE ALREADY PASSED SINCE THESE NON MANDATORY ISSUES WERE INCLUDED IN CLAUSE 49 NOT CONSIDERING THE LONG PERIOD OF OVER TWO YEARS THAT SEBI HAD ALLOWED FOR INDIAN CORPORATES TO DIGEST AND ABSORB THE RECOMMENDATIONS OF MURTHY COMMITTEE MINIMUM INFORMATION TO BE PLACED BEFORE BOARD 1. ANNUAL BUDGETS AND ANY UPDATES 2. CAPITAL BUDGETS AND ANY UPDATES 3. QUARTERLY RESULTS FOR THE COMPANY AND ITS OPERATING DIVISIONS OR BUSINESS SEGMENTS 4. MINUTES OF AUDIT AND OTHER COMMITTEE MEETINGS 5. RECRUITMENT/REMUNERATION OF SENIOR OFFICERS JUST BELOW THE BOARD LEVEL INCLUDING APPTMT OR REMOVAL OF CFO AND CS 6. MATERIAL SHOW CAUSE/DEMAND/PROSECUTION NOTICES 7. FATAL/SERIOUS ACCIDENTS,MATERIAL EFFLUENT OR POLLUTION PROBLEMS 8. MATERIAL DEFAULT IN FINANCIAL OBLIGATIONS TO AND BY THE COMPANY OR SUBSTANTIAL NONPAYMENT FOR GOODS SOLD BY THE COMPANY 9. PUBLIC OR PRODUCT LIABILITY CLAIMS OF SUBSTANTIAL NATURE INCLUDING ANY JUDGEMENT OR ORDER WHICH MAY HAVE PASSED STRICTURES ON THE CONDUCT OF THE COMPANY OR TAKEN AN ADVERSE VIEW REGARDING ANOTHER ENTERPRISE THAT CAN HAVE NEGATIVE IMPLICATIONS ON THE COMPANY 10. JOINT VENTURES AND COLLABORATION AGREEMENT 11. TRANSACTIONS INVOLVING SUBSTANTIAL PAYMENT TOWARDS GOODWILL, BRAND EQUITY,OR INTELLECTUAL PROPERTY. 12. SALE OF A MATERIAL NATURE OF INVESTMENTS, SUBSIDIARIES, ASSETS WHICH ARE NOT IN THE NORMAL COURSE OF BUSINESS 13. SIGNIFICANT LABOUR PROBLEMS AND POSSIBLE SOLUTIONS. SIGNIFICANT DEVELOPMENTS IN HR/IR FRONT INCLUDING ANY WAGE AGREEMENT, VRS ETC. 14. QUARTERLY DETAILS OF FOREIGN EXCHANGE EXPOSURES AND STEPS TAKEN TO LIMIT RISKS OF ADVERSE EXCHANGE RATE MOVEMENT 15. NON COMPLIANCE OF ANY REGULATORY OR STATUTORY OBLIGATION OR LISTING REQUIREMENTS AND SHAREHOLDER SERVICE CEO/CFO CERTIFICATIONCERTIFY TO THE BOARD THAT- They have reviewed financial statements and cash flow statement for the year and to the best of his knowledge and belief – i) These statements do not contain any material untrue statement or omit any material fact or contain statements that might be misleading ii) These statements together present a true and fair view of the company’s affairs and are in compliance with This is a new requirement brought in by SEBI through amendment of Listing agreement and follows what SOX Act requires. By certifying to the Board in the manner prescribed the CEO and CFO are indeed shouldering responsibility about financial statements, internal control system and its effectiveness, accounting policy etc. While this certificate is a very big comfort for the Board for submitting Directors Responsibility Statement to the shareholders as required under the Companies Act it is no doubt necessary for the CEO and CFO to take a number of steps before they can issue such wide certificate to the Board Existing accounting standards, applicable laws regulations; iii) There are no transaction entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct; iv) They accept responsibility for establishing and maintaining internal control systems of the company and they have disclosed to the auditors and audit committee deficiencies in the design or operation of internal controls ,if any, of which they are aware and Some of these steps are Reviewing the internal control system in all parts of the company to identify deficiencies, if any; Periodical review of accounting policies in the light of accounting standards; Continuous updation of knowledge of accounting standards Obtaining back-up certificates from heads of Units/Departments on the same line as the certificate to the Board- this is particularly important for item (iii) and The steps they have taken or propose to take to rectify these deficiencies; v) They have indicated to the auditors and the Audit committee – Significant changes in internal control during the year Significant changes in accounting policies during the year and that the same has been disclosed in the notes to financial statements Instances of significant fraud of which they have become aware and the involvement Item (v) relating to fraud etc. Periodical review of internal control system of the company by an external expert for reassurance Taking actions on instances of lapses in internal controls, fraud, unethical or illegal actions of any employee –exemplary punishment in these matters could inculcate better compliance environment in the organisation reducing chances of fraud etc Therein ,if any, of the management or an employee having a significant role in the company’s internal control system. Regulations do not require bringing to the attention of the Board introduction of new accounting standards and its implications to the company. When financial statements are certified by a CEO he/she should have broad knowledge about how these statements are prepared and what are the main requirements of applicable accounting standards. It is hoped that this certification will enforce greater financial discipline in corporates. POINTS FOR CONSIDERATION OF CEOs BEFORE GIVING THE CERTIFICATE TO THE BOARD HAVE YOU GONE THROUGH THE FINANCIAL RESULTS IN SUFFICIENT DETAILS WITH THE CFO AND THE AUDITOR AND SATISFIED YOURSELF ABOUT ITS CORRECTNESS? DO YOU BELIEVE THAT PROFIT IS A DERIVED FIGURE BEING THE AMOUNT ARRIVED AT BY DEDUCTING COSTS FROM REVENUES OR YOU DECIDE ABOUT THE PROFIT FIGURE FIRST AND FIT IN REVENUES AND EXPENSES KEEPING THE DESIRED PROFIT UNCHANGED-HOW OFTEN DO YOU ASK YOUR CFO –’HOW MUCH PROFIT SHOULD WE SHOW’ HAVE YOU TRIED TO UNDERSTAND THE IMPLICATIONS OF ACCOUNTING STANDARDS ON YOUR COMPANY’S FINANCIAL STATEMENTS? HAVE YOU CAREFULLY NOTED THE COMMENTS OF AUDIT COMMITTEE ON THE FINANCIAL STATEMENTS AND ENSURED THAT APPROPRIATE CHANGES, IF ANY, HAVE BEEN MADE IN THE FINANCIAL STATEMENTS HAVE YOU DISCUSSED WITH THE STATUTORY AUDITORS SEPARATELY WITHOUT THE PRESENCE OF YOUR CFO ABOUT THE ANNUAL FINANCIAL STATEMENTS AND OBTAINED THEIR INDEPENDENT VIEWS ON THE FINANCIAL STATEMENTS HAVE YOU PERIODICALLY REVIEWED THE EFFECTIVENESS OF INTERNAL CONTROL SYSTEM IN THE ORGANISATION AND HAVE TAKEN STEPS TO REMOVE ANY DEFICIENCY THAT MIGHT HAVE BEEN POINTED OUT? DO YOU MAKE YOUR OWN ESTIMATE OF PROFIT BASED ON REVENUES EARNED AND TRY TO RECONCILE ANY

The Spanish Conquest Essay Example

The Spanish Conquest Essay Example The Spanish Conquest Essay The Spanish Conquest Essay The Spanish conquest of the Aztecs in 1521, led by Hernando Cortes, was a landmark victory for the European settlers. Following the Spanish arrival in Mexico, a huge battle erupted between the army of Cortes and the Aztec people under the rule of Montezuma. The Aztecs are a tribe, according to their own legends, from Aztlan somewhere in the north of modern Mexico. A major part of their life was religion. A polytheistic people, they often practiced human sacrifice to please their gods . The Aztecs had good wealth from trading and heavy payments of tribute from conquered people. According to legend, the god Quetzalcoatl, characterized by light skin, red hair, and light eyes, was supposed to return to earth. This appearance is very similar to Hernando Cortez’s appearance, and why the Aztecs greeted the Spaniards with food, gold, and women one of them, known to the Spaniards as Dona Marina, becomes Cortes mistress and interpreter . In November 1519 when Cortes approaches Tenochtitlan, the capital of the Aztecs, his small force is augmented by 1000 Tlaxtalecs . But to the astonishment of the Spaniards, no force is needed. Cortes wasted no time in taking claim for god and King. He challenged the natives and entered Tenochtitlan, taking the Aztec leader, Montezuma, hostage which led to the Aztec uprising that culminated in La Noche Triste . The Spaniards had the advantage over the Aztecs in every way except for numbers. They had strange animals that the Aztecs had never seen before such as the horse, which they thought were connected to the Spaniards. The horses allowed the Spaniards to tower over the battling Aztecs giving them an advantage on spotting on coming attacks. The Spaniards also had guns, swords, cannons, and metal shields to protect their bodies . The Aztecs didn’t try to kill the Spaniards but instead tried to use them as sacrifices. They’d beat them with their wooden weapons or throw spears at them to injure them. Despite Cortes’s encountering a few setbacks, there was no contest, and he managed to subdue five million Aztecs with his tiny army. Not only did they beat the Aztecs in battle, the diseases syphilis and smallpox helped them by killing off half of the Aztecs . Aside from this negative aspect of the European discovery of the New World, the Spaniards had some positive effects on the native population. They introduced domestic animals like horses, sheep, cattle, and pigs to the American Continent. Furthermore, they brought sugar, and different kinds of grains and fruits with them.

Is Apple Inc the Most Innovation Organization Essay

Is Apple Inc the Most Innovation Organization - Essay Example This research will begin with the statement that Apple Inc is one of the most reputed American multinational organizations that develop and designs varied types of consumer electronics, personal computers, and computer software. Its head office is in Cupertino of California but it excellently controls the entire globe with its inventive product lines iPad, iPod, iPhone, Apple TV, Mac Computers and many others. Due to which, the total revenue and total equity increased by US$ 170.910 billion and US$ 123.549 billion by the year 2013. However, such a reputed image and position is attained by the organization of Apple Inc mainly due to its numerous innovative hardware, software’s and varied internet presentations to its customers so as to fulfill their requirements. Only then, it becomes successful in amplifying its brand value and market share to a significant extent among many other rival players such as Microsoft, IBM, Dell, Acer, HP, Lenovo etc. Other than this, the organizati on of Apple Inc always desired to offer best computing practice to its target customers through its high-quality products, services, and techniques so as to position itself as the dominant one, in this segment. Bargaining power of the customers: the bargaining power of the customers is extremely high. This is mainly due to the presence of numerous rival players as well as substitute products. Moreover, as the technology is advancing at a fast rate, the demand and desires of the customers are also advancing rapidly and so in order to retain its image and dominance, the organization of Apple Inc tried to offer varied types of inventive product lines such as I-phone, Ipad, Ipod etc. Introduction of these product lines proved extremely effective for the organization that amplified its market share, which is presented below. Bargaining power of the suppliers: the power of the suppliers is moderate as they had to obey the rules and regulations of the recognized organizations like Apple In c, Microsoft, Dell etc and had to offer the best quality of raw materials to their products. So that the reputation and loyalty of the brand organizations like Apple Inc remains extremely high within the minds of the customers.

Cultural and Intellectual Developments Annotated Bibliography

Cultural and Intellectual Developments - Annotated Bibliography Example From the source it is evident that the 1950s saw China adopt a strategy of collectivization of agriculture based on the model that was being applied by the Soviet Union. Yun expressed hope that the industrialization of the country based on the five year plan would guarantee the country economic independence and freedon to avoid relying on imperialists. This source is important to the research as it provides good ground for understanding the course China, under Mao Tse-Tung, took toward achieving economic development. Tse-Tung, Mao. â€Å"Let Us Unite And Clearly Distinguish Between Ourselves And The Enemy†. Speech delivered at the thirty-eighth meeting of the Standing Committee of the First National Committee of the Chinese Peoples Political Consultative Conference August 4, 1952. https://www.marxists.org/reference/archive/mao/selected-works/volume-5/mswv5_22.htm This source is a speech by Mao Tse-Tung, the leader of China at the time the speech was being made. In the source Tse-Tung traces the situations that China has gone through over the years. He emphasizes that China needed to increase its production and apply strict economy for its gowth. The leader noted that the three evils and the five evils movements had been successful and that the country was getting more economically stable. Among other things, the Korean war, resistance against U.S. aggression, corruption, waste and bureaucracy were noted by Tse-tung to be major hurdles to the economic growth of the nation. This source is significant for the study since it gives an insight into the progress that China made under Mao and the political upheavals that led to its slow growth. Richard Bush was a one time acting director of the American Institute in Taiwan and is currently a director of Center for Northeast Asian Policy Studies (CNAPS) affiliated with the Brookings Institution. A political

Translation & Antigone Essay Example for Free

Translation Antigone Essay Transmittance of Interpretation and Intention in Translation Sophocles’ tragedy Antigone, although written long ago in a linguistic form foreign to the modern English speaker, finds new and relatable life by the whims and wits of Robert Fagles and Anne Carson’s translations, Antigone and Antigo nick respectively. After reading either translation and recognizing the great variation between them, the expedient question to ask encroaches as â€Å"Which is the more accurate version of the Grecian tale, or which adheres more wholesomely to the intentions and meanings of the original author? † However, this becomes glaringly evident not to be the correct, nor even significantly relevant question one should ask when extricating meaning from the residual texts. Indeed no such judgment materializes as humanly possible. Rather, a question gives way to an investigation equipped with a determined process of translation, and in fact literature itself, to ultimately reach the deductible answer of how the apparent style and meaning influence the reader’s understanding of the text; a product of the translator as much, if not more so, than the original text. That this aim might be achieved requires identifying certain driving purposes attributed to the texts as being birthed by the particular intentions of the translators. Translation comprises a difficult task. In her book Why Translation Matters, Edith Grossman lists these difficulties on behalf of translators in general, â€Å"Our purpose is to re-create as far as possible, within the alien system of a second language, all the characteristics, vagaries, quirks, and stylistic peculiarities of the work we are translating† (Grossman 2010). Such an endeavor complicates given the intricacy of working merely in a single language, let alone taking it a step further to transform them for not only compatibility but functionality in another. Reading literature in but one language represents an entire process in and of itself. Essentially originating with the thoughts of one (probably in part inspired by those before it, though undoubtedly motivated by whatever it is about the human spirit that demands of itself to share aspects of itself ), these thoughts fall through the sieve of language further until wrought into the written word. However, after having passed into language and especially into literature, by comparison somewhat sterilized to its spoken originator, these thoughts takes on a form of potential meaning of their own. In this conveyed form, although partially isolated from the originator, the opportunity for its grand purpose of reaching another human being for interpretation and extracted importance realizes. Although the author had an intended meaning for and in the communicated, the realized significance of the reader cannot be identical to the original, as no individual can formulate and feel the exact same meaning as another in the exact same way. Translation adds further convolution to this process with addition of another interpretive entity and step, in essence altering the transfer of intention and meaning from the original to the end reader into two conjunctive, but nonetheless separate forms. Proof of this step is evident in â€Å"good translations† as Grossman describes, â€Å"We will perceive the text, emotionally and artistically, in a manner that parallels and corresponds to the esthetic experience of its first readers. This is the translator’s grand ambition. Good translations approach that purpose† (Grossman 2010). In order to achieve this, Grossman goes on to say, â€Å"We do this by analogy—that is, by finding comparable, not identical, characteristics in the second language† (Grossman, 2010). Joe Sachs, in the introduction to his translation of Aristotle’s Nichomachean Ethics, echoes Grossman, asserting â€Å"If one regards the virtue of a translation as smoothness, and its greatest fault as awkwardness, then all writing †¦ must be lost in translation, reduced to those ordinary choices of words that fit without a hitch into the thinking we have already done† (Sachs VIII). Sachs goes on to provide an excellent example of these necessary analogies, and possible irregularity associated with them, by linking the true definition of the Greek work â€Å"energia,† fundamental to Aristotle’s philosophy, not simply and smoothly with â€Å"activity† unless contextually â€Å"its special and emphatic meaning is established for the reader† (Sachs VIII). Rather the central idea of â€Å"being at work† approaches â€Å"energia,† both in the sense of a â€Å"being† as an entity and â€Å"being† as an action or inherent condition of that entity (Sachs VIII). In the face of such a daunting task, in fact one technically impossible in entirety, a translator invariably infuses personal interest into the resultant work. Admitting to the notion of personal infusion, Grossman states, â€Å"The undeniable reality is that the work becomes the translator’s (while simultaneously and mysteriously somehow remaining the work of the original author) as we transmute it into a second language† (Grossman, 2010). Rachel Galvin also attests to this notion in her essay â€Å"Looting† as she cites Horaldo De Campos utilizing the reminiscent verb regarding Carson’s text a â€Å"transcreation   a critical reading and transformation or re-creation of the original† ( Galvin, 2013). As it pertains to Anne Carson’s Antigo nick and Robert Fagles’ Antigone, differences in overall style and meaning are evident in almost every aspect aside from a few necessary commonalities that still unite them as English translations of Sophocles’ Antigone. Either story contains the necessary background and the ensuing problem and plot of Antigone’s rebellion against Creon for the sake of her disgraced dead brother, leading to her internment and suicide. To be sure, to translate they must, and do anyway, habitually, as Joe Sachs in his introduction to his translation of Aristotle’s Nicomachean Ethics, â€Å"bypass the accumulated baggage of a tradition that cannot accomplish that task† (Sachs VII). This accumulated baggage may be anything detracting from their determined necessary subject of transference. First and foremost among matching efforts directed toward this end entail both being direct Greek to English translations. To do so avoids any further diluting or complicating of the resultant text, and perhaps more importantly side steps historically influencing thought inherent in, for example, a Greek to Latin to English translation. Written in comparably straightforward dialogue, the translations also shake off â€Å"baggage† in their more direct and thereby relatable language. Though sometimes similar, the two seem to never actually match, such as when Antigone speaks to her sister about their mutual uncertainty to the future as to why she has summoned her to the gate, Fagles’ translation stating, â€Å"I thought so, that’s why I brought you out here† (60). And Carson’s translation similarly stating, â€Å"That’s what I thought that’s why I called you out here† (1). Yet outside ordinary necessities either translator’s take on the tragedy differs on most of the other major points. If they generate from the same story, how is it possible to have such essential variation between the translations? Plainly, Carson and Fagles, being two different human beings, inevitably interpreted the play differently. The translations principally diverge in the literal replication of his and her individual interpretations, and further how these interpretations perceptibly dominate the translations. These differing strengths produce different styles and highlight differing meanings of the texts as congruent with the intentions for the works. The overall style of each text takes the predominant role of establishing the standard of â€Å"displaying reverence for a beloved text,† but also â€Å"tak[ing] ownership of it† (Galvin, 2013). This desire most strongly permeates the reader’s attention by the very style in which either translation is written and presented on the page. Carson’s text is handwritten, in all capital letters, and of either black or red ink (red ink denoting extra emphasis). Furthermore, the writing itself emphasizes the artistic value as choppy yet punctually important. Fagles’ holds fast to what is normally expected of a book and simply appears as type of paper, separating characters’ dialogue in neat organization, all the while in iambic pentameter. This translation prefers a more verbally aesthetic approach, and by comparison to Antigo nick appreciates more of a prolonged beauty. The evidence of Fagles’ translation as adhering to a more traditional approach regarding translation, in addition to storytelling in general, attempting to deal accurately with the original text bleeds through with the simplicity and smoothness, yet elegance of his language; such as the dialogue of Haemon trying to convince his father to bend: You’ve seen trees by a raging winter torrent, how many sway with the flood and salvage every twig, but not the stubborn – they’re ripped out, roots and all. Bend or break. The same when a main is sailing: haul your sheets too taut, never give an inch, you’ll capsize †¦ Oh give way, relax your anger (96). Whereas Carson’s version instead attempts to break new ground in the field of translation. The very same instance in Carson’s version instead recounts riding a bicycle and condenses the assumed original into, â€Å"Trees bend ships loosen the rigging no single human being has perfect knowledge† (26). Both translators are attempting to â€Å"recast the language in a new age,† but Carson’s intention aligns more so than Fagles with the â€Å"goal of rendering these works in [her] own idioms† (Galvin, 2010). Take for example the first page of Antigo nick, as Antigone speaks to Ismene she says: We begin in the dark and birth is the death of us Ismene: Who said that Antigone: Hegel Ismene: sounds more like Beckett Antigone: He was paraphrasing Hegel (1). Fagles has no equivalent to this. Including these thoughts and thinkers, moreover, seems intuitively counteractive to good translating, considering Sophocles’ tragedy existed thousands of years before these thinkers. But preeminently establishing this precedent identifies the very purpose of Carson’s translation: to make something relatable to the individual human and historically meaningful human thought. The emphasis of death and darkness as timelessly uniting factors takes precedence over the development and presentation of the tragedy of specifically Antigone. Most notable, and indeed basic amongst the intentions of Carson blatantly occupies the front cover: simply the title Antigo Nick, beginning with Antigone but ending as Carson dictates it, with the name Nick (an added character and subject of fatalistic time in and of himself) not only portends another discrepancy, but lessens the weight of Antigone herself. Furthermore, Antigo nick more adequately presents itself as a vehicle characterized by and celebratory of these meaningful connections, exemplified by Carson’s handwritten text as it artistically dances amid illustrator Bianca Stone’s cryptic imagery. Though the images impart an account of their own, â€Å"the rhythm between text and images is often surprising and their relationship mysterious† (Galvin, 2013). These images often speak to the desired immensity of Carson’s translation, complementing the text rather than the story with enormous â€Å"dreamscapes. † Conversely, Fagles’ translation dwells on the specificity of this story; the utmost evidence being the long introduction of historical and cultural context. In doing so Fagles makes his translation able to understandably stand alone with inclusive significance. For example, with the provided historical and cultural lens, the meaning of Antigone’s rebellion amplifies by its subversion of these historical and cultural factors, namely her being a woman as well as the daughter of Oedipus, etc. Her rebellion in Antigo nick does not in specific mean anything, rather rebellion against authority in general means something. Moreover generalized, passionate rebellion once again proves more relatable to the universal human as well as holistic history. Carson intentionally requires both modern and prior knowledge to both know the story and understand its allusions, such as â€Å"here comes Kreon rowing his powerboat† (5). Or: Your Clumsy Its TrueClumsy as your FatherRemember how Brecht Had you do the whole play with a door strapped To your back (35). The reader is left at the mercy of this language and its allusions and inherent emphases, all of which are completely based in the interpretation of meaning by Carson as she, although creating new meanings, embraces an avant-garde tradition. The reader is dependent on former knowledge to understand the text, and is thereby led to different connections personal to Carson, though alien to Fagles’ translation. Originating from the same story, the reader acquaints with differing constructions of importance. The themes of Sophocles’ play are themselves altered by the translated language in alignment with Fagles and Carson’s intentions for their translations. The translators differing purposes for what their texts are attempting to accomplish cultivate a differing sense most notably of tragedy. When presented with the actual Greek, Fagles presumably understood it going in through the lens of a classical Grecian tragedy, and consistently depicted it as such. Therefore, characters carry themselves and are motivated heroically with artfulness; in other words not very relatable. Carson’s stressed theme strays away from the emphasized sense of tragedy, and instead, through the strong and often piecemeal dialogue emphasizes the less glorious reality of blunt death overlooked in usual tragedy. Characters therefore come across as impulsive and somewhat unaware: relatable. These differences are evident from the beginning of the play, as Carson’s Antigone relates to Ismene regarding their dead brother, â€Å"Dear sister my dead are mine and yours as well† (2). Fagles’ translation more nobly depicts the body as brother, saying instead â€Å"he is my brother – and deny it as you will – your brother too† (61). This notion goes on to be further reinforced as Ismene attempts to share in hers sister’s fate, as in the Fagles version, â€Å"I did it, yes – if only she consents – I share the guilt, the consequences too,† while Antigone responds, â€Å"No, Justice will never suffer that – not you, you were unwilling. I never brought you in† (87). Yet Ismene in the equivalent line of Antigo nick states, â€Å"I did the deed I share the blame Antigone: You did nothing you shared nothing leave my death alone† (18-19). Fagles’s smooth language and invocation of justice and guilt dignifies both parties, while Carson’s fast and choppy language: blame, nothing, and death diminish graciousness. Furthermore, this wanting of an inglorious death undermines the sense of tragedy in that portraying it in such a fashion weakens purposefulness, or the ‘beauty / art’ of it. The massive tragic  void in Antigo nick compared to Antigone illustrates most profoundly in the suicidal end, as Fagles’s messenger describes: And there we found her hanged by the neck in a fine linen noose, strangled in her veils – and the boy, his arms flung around her waist, clinging to her †¦ and then doomed and desperate with himself, suddenly leaning his full weight on the blade, he buried it in his body, haldway to the hilt. And still in his senses, pouring his arms around her, he embraced the girl, realeased a quick rush of blood bright red on her cheek glistening white. And there he lies body enfolding body (122-123). Antigo nick, true to form, forbears from such a tragically moving finale, with the messenger instead explaining the scene â€Å"The girl hanging the boy a bloody lung †¦ the sword sinking up to its own mouth† (34). A greater distinction cannot be made, concerning the language of tragedy, as recounting something as an enfolding crimson kiss vs. a â€Å"bloody lung. † Fagles’ melodrama and Carson’s understatement engineer discrepant intensities of admirability for their characters: in their beliefs, actions, and ends. The management and development of tragedy or considerable lack thereof, via these characters, aligns with the intentions of the translators to relate not only their interpretation of the initial text, but also their intentions in translating it true to their forms. Discrepancies among translations come from discrepancies among translators. The differing versions of style and tragedy ultimately adhere to the grand intention of either translator for either translation. Galvin quotes Osip Mandelstam, when speaking of Dante, though she believes the statement to be â€Å"equally rue of Sophocles,† as saying, â€Å"It is inconceivable to read [these texts] without directing them towards contemporaneity. They were created for that purpose. They are missiles for capturing the future. They demand commentary in the futurum. † (Galvin, 2013). Both Antigone and Antigo Nick achieve this end. Fagles’s succeeds in producing an understandable and straightforward look at the original play. Fagles importantly also succeeds in manufacturing a stand alone, most probably accurate version of Sophocles’ original Antigone, customarily emphasizing tragedy. Carson succeeds in bringing a new, futuristic, or rather modern spin to an old story. Her fabrication of a relatable piece, both in terms of relevance to the lay man as well as its self-proclaimed correspondence to historical thought and an avant-garde tradition, reserve it its place in this necessary ongoing â€Å"commentary. † Creative literature and translation by means of personal infusion enriches language with diverse meaning, because, â€Å"The more a language embraces infusions and transfusions of new elements and foreign turns of phrase, the larger, more forceful, and more flexible it becomes as an expressive medium† (Grossman). The preservation of art as well as the exemplification of translational truths unite both texts just as their mutual origins in the Greek of Sophocles do. The crucial conclusion regarding the derivation and understanding of meaning among these two translations, and translation as well as literature overall, depends upon the author’s (or translator’s) literal adaptation of his or her interpretations arousing an analogous notion in the reader. It constitutes a personal process reliant upon the ability to transmit specific significance through style and emphasized meanings. Or simply: the reader is never free from the author (perhaps gladly so). Works Cited  Aristotle. Nichomachean Ethics. Trans. Sachs, Joe. Newburyport, MA: Focus Publishing, 2002. Print. Galvin, Rachel. Looting. Boston Review. Boston Review, 1 Mar 2013. Web. 12 Nov 2013. . Grossman, Edith. From Why Translation Matters. Why Translation Matters Yale University Press. (2010): n. pag. Words Without Borders. Web. 12 Nov 2013. . Sophocles. Antigone. Trans. Carson, Anne. New York: New Directions, 2012. Print. Sophocles. Antigone. Trans. Robert Fagles. New York: Penguin Group, 1984. Print.

Comparing Plato and Aristotle Essay -- Philosophy

Comparing Plato and Socrates Plato was among the most important and creative thinkers of the ancient world. He was born in Athens in 428 BC to an aristocratic and well-off family. Even as a young child Plato was familiar with political life because his father, Ariston was the last king of Athens. Ariston died when Plato was a young boy. However, the excessive Athenian political life, which was under the oligarchical rule of the Thirty Tyrants and the restored democracy, seem to have forced him to give up any ambitions of political life. In 388 BC he journeyed to Italy and Sicily, where he became the friend of Dionysius the ruler of Syracuse, and his brother-in-law Dion. The following year he returned to Athens, where he devoted his time to research and instruction in philosophy and the sciences. Most of his life thereafter was spent in teaching and guiding these activities. In 347 BC Plato died, while he's published writings all still live. They consist of some 26 dramatic dialogues on philosophy and related the mes. The philosopher Socrates was a close friend of Plato's family as well as his teacher. Plato's writings attest to great influence on him. This could be a good explanation to why Plato uses Socrates to voice his own opinions about his Ideal State. Book I of Plato's Republic, beings with Socrates, Cephalus, Polemarchus and Thrasymachus discussing justice. Each give their own meaning of justice or dikaiosyne. Cephalus says justice is truth telling and debt paying. He views justice this way because he is an honest and just businessman. Polemarchus, who is Cephalus's son, agrees with Cephalus's definition, but continues by saying justice, is giving each his own due. By this he means, helping one's friend. Finally, Thra... ...syche. Aristotle divides the soul into two portions: rational and irrational, and continues to divide the irrational part. Plato divides the soul into three different parts: the appetitive, the honor loving, and the rational loving. The only similarities here are that both philosophers divided the soul into different parts so that each can be examined. Plato and Aristotle were both great philosophers during their time and in the present. Both their works on Ethics have taught many students a great deal and will continue to do so throughout time. Bibliography: Aristotle. Nicomachean Ethics. Hackett Publishing Company, Indianapolis/Cambridge, 1999. Translated by Iwrin, Terence Plato. Republic. Hackett Publishing Company, Indianapolis/Cambridge, 1992. Translated by Grube, G.M.A. Revised by Reeve, C.D.C. www.encyclopida.com www.sparknotes.com

Modeling and Remodeling Theory Essay

Nursing as a discipline follows certain rules or general procedures in their practice. Usually, the nursing process involves five phases starting with the assessment of the patient’s condition, followed by a diagnosis meant to identify the health problem of the patient. Afterwards, a planning phase would ensue wherein the nurse and the patient would discuss the possible course of action with respect to the patient’s condition. When an agreement was made, the process would proceed to the implementing phase in which goal/s would be set and achieved. The final phase known as the evaluation phase happens when the goals are being achieved to identify whether the plan was successfully followed or to identify why the goals were not achieved in case of failure. Overall, the whole nursing process had been known as ADPIE. It was regarded as a step-by-step approach in the nursing profession aimed at solving the patients’ problem (Keogh and Richards, 2008). Nursing, like other body of knowledge, encounters several forms of knowledge. Haynes and colleagues cited Carper’s fundamental patterns of knowing to summarize what knowledge are incorporated in the nursing process. According to Carper, it involves empirical knowing which is observable and uses scientific data, information and processes. Next on Carper’s list was aesthetic knowing, which reflects the claim about nursing as a form of art that involves empathy, care and compassion (Haynes and colleagues, 2003). Another type of knowing is ethical knowing, that deals with decision-making regarding morality such as what the right thing to do and what must be done? The last type was personal knowing which involves the personal values and beliefs that can help nurses grasp meaning and create decisions required in their profession. When Erickson and colleagues devised the Modelling and Role Modelling Theory of nursing, they took into consideration what nurses do and how they do it (Haynes and colleagues, 2003). They incorporate various philosophies and approaches into their theory which results into a more integrative approach. It resolved the conflict between nursing as a science or an art by infusing them into a single paradigm. The MRM theory was affected by prominent thinkers such as Maslow who identified human needs, Piaget with his idea of psychosocial development, Erickson, Winnicott and colleagues and their concept of loss and Selye and Engel who identified the individual’s responses to stress and its causes. From their ideas, Erickson and colleagues came up with the Adaptive Potential Assessment Model or APAM (Alligood and Tomey, 2006). In this model, nurses would first engage in modeling the client’s world by understanding the client’s experiences through the client’s perspective. This will be followed by role-modeling wherein the nurse would create plans and design possible interventions depending on the client’s unique needs. Role-modeling requires the â€Å"acceptance of the client while promoting development based on the client’s own model (Alligood and Tomey, 2006)†. Adaptation concerns how the client reacts to stressors. The APAM model distinguished three states in the process of adaptation: arousal, impoverishment and equilibrium. The APAM model helps the nurses to predict the â€Å"client’s potential to cope and mobilize self-care resources in response to stress (Alligood and Tomey, 2006)†. Self-care, typically involves making use of the patient’s â€Å"knowledge, resources and action† to improve his condition (Alligood and Tomey, 2006). MRM theory makes use and reflects Carper’s fundamental patterns of knowing. It promotes the role of the nursing as an art while utilizing scientific and social theories that expand the role of nurses by giving them authority to interpret and analyze the patient’s condition based on personal knowledge. The plan and implementation depends on the nurse’s relationship, acceptance and impression of the client. Overall, the MRM theory modified the nursing process by assimilating the patient’s needs and reaction into the nursing process.