Ethical Values in Business Essay

The corporate world – an integral part of our lives, the soul of a country’s economic growth, a world filled with hustle – bustle 24*7, a world that generates employment for every second person you meet†¦ But, sadly, it is also the domicile of power games and foul play and this is the reason why a look at ‘ETHICS AND VALUES IN BUSNIESS’ is critical and relevant. Business has created wealth that has given an unprecedented number of individuals’ financial control of their lives. It has expanded a person’s horizon infinitely, broken down all perceivable barriers. In short, business has been a prime mover in making it possible for millions to pursue their lives in a wealthy, healthy, rational and exciting world. Yet no other human institution has been so plagued by suspicions of immorality. â€Å"Business ethics,† the old joke goes, â€Å"Isn’t that a contradiction in terms?† Business ethics is a form of the art of applied ethics that examines ethical principles and moral or ethical problems that can arise in a business environment. In the increasingly conscience-focused marketplaces of the 21st century, the demand for more ethical business processes and actions ~ Ethicism, is increasing. Simultaneously, pressure is applied on industry to improve business ethics through new public initiatives and laws. This paper  takes a peek into the enterprises that have proved that there is room for ethics and values in business. See how ethical corporates already are and how their ethics facilitate them to be leaders in their industry. SCOPE OF THIS PAPER: Understanding ethics and the concept of Business Ethics Impact of ethics in the ï‚ § Manufacturing Sector ï‚ § Education Sector ï‚ § IT/ITES & BPO Sector ï‚ § Food Industry ï‚ § Media and Advertising Cases and Examples INTRODUCTION The corporate world – an integral part of our lives, the soul of a country’s economic growth, a world filled with hustle – bustle 24*7, a world that generates employment for every second person you meet†¦ But, sadly, it is also the domicile of power games and foul play and this is the reason why a look at ‘ETHICS AND VALUES IN BUSNIESS’ is critical and relevant. Of the Institutions that have contributed to the quality of human life, business ranks with science, art, and education. Business has created the wealth that has given unprecedented numbers of individuals’ financial control of their lives. It has expanded immeasurably the range of goods and services available to individuals. It has broken down countless centuriesold barriers of racial, sexual, religious, and ethnic prejudice. And it has been the vehicle for countless numbers of individuals to develop their fullest potentials in achieving their dreams. In short, business has been a prime mover in making it possible for millions to pursue their lives in a wealthy, healthy, rational and exciting world. Yet no other human institution has been so plagued by suspicions of immorality. â€Å"Business ethics,† the old joke goes, â€Å"Isn’t that a contradiction in terms?† The credibility of the term ‘Business Ethics’ has come into question, in recent times as ‘business ethics’ is increasingly being considered an oxymoron. It is generally believed that business and ethics cannot coexist and organizations are said to thrive on unethical practices. Business ethics, as far from being a contradiction in terms, has become one of the most important areas of managerial competence and responsibility. The ethics question warrants  exploration on several levels: 1. At the macro- level: focusing on the ethical rightness of the system. 2. At the corporate-level: focusing the decisions that impact others. 3. At the individual-level: within an entity. The major issues in business ethics can be classified into four areas: The relationship between business and consumers The relationship between employers and employees The nature and value of special forms of business organization—most notably, that of the corporation The nature and value of financial markets The issue of the proper scope of government regulation cuts across these four categories. Miscellaneous issues such as waste disposal (â€Å"the environment†) and investing in morally dubious foreign nations (such as Communist China or Iraq) are often debated in the business ethics literature, but are primarily issues of political theory and so do not fit into the above business ethics categories. Changing Corporate Landscape Increasing number of Corporate Scandals Concern towards the wealth creation process ï‚ § ï‚ § ï‚ § ï‚ § ï‚ § ï‚ § ï‚ § ï‚ § ï‚ § ï‚ § It’s Mr.Clean vs. Ms Controversial (12/7/2007) BJP smells a scam in wheat import contracts (12/7/2007) Sweet & Sour: Light on calories, light on value? (23/6/2007) Fresh battle: China plays down food-safety troubles (14/6/2007) BP CEO quits over scandal (02/05/2007) Siemens CEO, dogged by bribery affair, quits (26/4/2007) Nasdaq founder Macklin dead (02/02/2007) Siemens chief quits as co faces bribery, corruption charges (21/4/2007) CFOs find it ‘ suffocating’ these days (29/1/2007) Ex-Cendant chairman gets over 12 years in jail (19/01/2007) ~Source: Economic Times, Mumbai ïÆ'Ëœ According to a specials report in Times of India; It is disgraceful that the poverty ratio is 28% (according to a recent government estimate) after half a century of independence. Why so? It is because, despite spending enormous sums, the government has failed dismally to provide every village with the basics of growth. BUSINESS ETHICS The concept of Business Ethics has come to mean various things to various people, but generally it’s coming to know what it right or wrong in the workplace and doing what’s right -this is in regard to effects of products/services and in relationships with stakeholders. Caveat emptor: This ancient Latin proverb let the buyer beware, tells us that business ethics has been a societal concern going back a long ways indeed. Ethics is not an exact science. People define Ethics in accordance with their own set of values which differ depending on time, place and culture. Webster’s defines Ethics as â€Å"the discipline dealing with what is good and bad or right and wrong or with moral duty and obligation.† The word derives from the Greek word meaning â€Å"moral,† a Latin word with roots in â€Å"mores† or â€Å"customs†Ã¢â‚¬â€in other words the values held by society. Business Ethics is a form of the art of applied ethics that examines ethical principles and moral or ethical problems that can arise in a business environment. In the increasingly conscience-focused marketplaces of the 21st century, the demand for more ethical business processes and actions ~ Ethicism, is increasing. Simultaneously, pressure is applied on industry to improve business ethics through new public initiatives and laws. The simplest definition of ethics and moral values would be to not distinguish between the two and say that they describe what is right and what is wrong in human behavior and what ought to be. Business ethics are the desired norms of behavior exclusively dealing with commercial transactions. Moral values are deep seated ideas and feelings that manifest themselves as behavior or conduct. If we know the consequences of our actions we can convert values into rules of behavior that can then be described as ethics, i.e, Values + Knowledge = Ethics In the business world, ethics often are displaced by greed when there is a periodic frenzy of rising stock market prices. Inevitably, a steep downturn then inflicts losses on investors and on businesses with a concomitant reduction in the  work force. An excessive competitive spirit tends to induce unethical business practices so the business world becomes a battlefield where the normal rules are flouted, skirted or simply disregarded. The en suing instability is bad for the economy and for the government. TWO BROAD AREAS OF BUSINESS ETHICS 1. Managerial mischief. Madsen and Shafritz, in their book â€Å"Essentials of Business Ethics† explain that â€Å"managerial mischief† includes â€Å"illegal, unethical, or questionable practices of individual managers or organizations, as well as the causes of such behaviours and remedies to eradicate them.† There has been a great deal written about managerial mischief, leading many to believe that business ethics is merely a matter of preaching the basics of what is right and wrong. More often, though, business ethics is a matter of dealing with dilemmas that have no clear indication of what is right or wrong. 2. Moral mazes. The other broad area of business ethics is â€Å"moral mazes of management† and includes the numerous ethical problems that managers must deal with on a daily basis, such as potential conflicts of interest, wrongful use of resources, mismanagement of contracts and agreements, etc. THREE APPROACHES TO ETHICS The field of ethics, also called moral philosophy, involves systematizing, defending, and recommending concepts of right and wrong behavior. Philosophers today usually divide ethical theories into three general subject areas or three main approaches to ethics – Normative Ethics, Descriptive Ethics and Meta-Ethics. NORMATIVE ETHICS: This was the prevalent form of ethics in philosophy until the end of the 19th century. What things are good and bad and what kind of actions / behavior are right and wrong. It involves how people ought to act on the principles, how they make moral choices, and how rules apply to individual lives. It includes a consideration of the importance of human freedom, and a discussion of the limits of a human’s responsibility for moral decisions and for the consequences of actions. Consideration for the role of conscience in moral decision making is also a part of Normative ethics. This may come from an established group of culture, such as the Christian tradition, or it may be based on some other way of thinking. This is the traditional way of doing Ethics. DESCRIPTIVE ETHICS: It is the study of ways in which different people and different societies have answered moral questions. It can be described as moral sociology or moral anthropology, a description of the moral code prevailing in different societies. It involves different approaches inside one society to the resolution of ethical problems. META-ETHICS: This is sometimes called moral philosophy or philosophical ethics. This group attracts most interest today. It seeks to understand the meaning and function moral language, of ethical terms like good and bad. It looks at the logic used in arriving at the conclusion of an argument that justifies a moral choice. Posing an ethical question illustrates the different ways the two positions respond to it. If you asked the question â€Å"Is pre-marital sex right,† a Normative Ethical answer would be more concerned with the reasons why it might be right or wrong, how they relate to certain teachings, or traditions of, say the Christian Church, or some other group. A meta-Ethical response would be more interested in what you mean by right, and what it means by a right sexual action as opposed to a wrong one. Meta Ethics has produced a number of different schools, which we will look at over the coming few weeks: ï‚ § ï‚ § ï‚ § Ethical Naturalism (Definism) Ethical Non-naturalism (Intuitionism) Ethical Non-cognitivism (Emotivism) FOUR VIEWS OF ETHICS Recent corporate scandals including Enron, WorldCom, Tyco, and ImClone may cause many to conclude that corporate has no ethics. The term ethics refers to rules and principles that define right and wrong conduct. FOUR VIEWS OF ETHICS 1. UTILITARIAN VIEW of ethics says that: ï‚ § ï‚ § ï‚ § Ethical decisions are made solely on the basis of their outcomes or consequences. Greatest good is provided for the greatest number Encourages efficiency and productivity and is consistent with the goal of profit maximization 2. RIGHTS VIEW of ethics is concerned with respecting and protecting individual liberties and privileges such as the rights to privacy, free speech, and due process. ï‚ § ï‚ § ï‚ § Respecting and protecting individual liberties and privileges Seeks to protect individual rights of conscience,  free speech, life and safety, and due process To make ethical decisions, managers need to avoid interfering with the fundamental rights of others 3. Theory of Justice View of ethics is where managers impose and enforce rules fairly and impartially and do so by following all legal rules and regulations. ï‚ § ï‚ § Organizational rules are enforced fairly and impartially and follow all legal rules and regulations Protects the interests of underrepresented stakeholders and the rights of employees 4. INTEGRATIVE SOCIAL CONTRACTS theory proposes that ethical decisions be based on existing ethical norms in industries and communities in determining what constitutes right and wrong. ï‚ § ï‚ § Acts are moral when they promote the individual’s best long-term interests, which ultimately leads to the greater good Individualism is believed to lead to honesty and integrity because that works best in the long run OVERVIEW OF ISSUES IN BUSINESS ETHICS GENERAL BUSINESS ETHICS This part of business ethics overlaps with the philosophy of business, one of the aims of which is to determine the fundamental purposes of a company. If a company’s main purpose is to maximize the returns to its shareholders, then it could be seen as unethical for a company to consider the interests and rights of anyone else. Corporate social responsibility or CSR: an umbrella term under which the ethical rights and duties existing between companies and society is debated. Issues regarding the moral rights and duties between a company and its shareholders: fiduciary responsibility, stakeholder concept v. shareholder concept. Ethical issues concerning relations between different companies: e.g. hostile takeovers, industrial espionage. Leadership issues: corporate governance. Political contributions made by corporations. Law reform, such as the ethical debate over introducing a crime of corporate manslaughter. The misuse of corporate ethics policies as marketing instruments. PROFESSIONAL ETHICS Professional ethics covers the myriad practical ethical problems and phenomena which arise out of specific functional areas of companies or in relation to recognized business professions. ETHICS OF ACCOUNTING INFORMATION Creative accounting, earnings management, misleading financial analysis. Insider trading, securities fraud, bucket shop, forex scams: concerns (criminal) manipulation of the financial markets. Executive compensation: concerns excessive payments made to corporate CEO’s. Bribery, kickbacks, and facilitation payments: while these may be in the (short-term) interests of the company and its shareholders, these practices may be anti-competitive or offend against the values of society. ETHICS OF HUMAN RESOURCE MANAGEMENT The ethics of human resource management (HRM) covers those ethical issues arising around the employer-employee relationship, such as the rights and duties owed between employer and employee. Discrimination issues include discrimination on the bases of age (ageism), gender, race, religion, disabilities, weight and attractiveness. See also: affirmative action, sexual harassment. Issues surrounding the representation of employees and the democratization of the workplace: union busting, strike breaking. Issues affecting the privacy of the employee: workplace surveillance, drug testing. Issues affecting the privacy of the employer: whistle-blowing. Issues relating to the fairness of the employment contract and the balance of power between employer and employee: slavery, indentured servitude, employment law. Occupational safety and health. ETHICS OF SALES AND MARKETING Marketing which goes beyond the mere provision of information about (and access to) a product may seek to manipulate our values and behavior. To some extent society regards this as acceptable, but where is the ethical line to be drawn? Marketing ethics overlaps strongly with media ethics, because marketing makes heavy use of media. However, media ethics is a much larger topic and extends outside business ethics. Pricing: price fixing, price discrimination, price skimming. Anti-competitive practices: these include but go beyond pricing tactics to cover issues such as manipulation of loyalty and supply chains. See: anti-competitive practices, antitrust law. Specific marketing strategies: greenwash, bait and switch, shill, viral marketing, spam (electronic), pyramid scheme, planned obsolescence. Content of advertisements: attack ads, subliminal messages, sex in advertising, products regarded as immoral or harmful Children and marketing: marketing in schools . ETHICS OF PRODUCTION This area of business ethics deals with the duties of a company to ensure that products and production processes do not cause harm. Some of the more acute dilemmas in this area arise out of the fact that there is usually a degree of danger in any product or production process and it is difficult to define a degree of permissibility, or the degree of permissibility may depend on the changing state of preventative technologies or changing social perceptions of acceptable risk. Defective, addictive and inherently dangerous products and services (e.g. tobacco, alcohol, weapons, motor vehicles, chemical manufacturing, bungee  jumping). Ethical relations between the company and the environment: pollution, environmental ethics, carbon emissions trading. Ethical problems arising out of new technologies: genetically modified food, mobile phone radiation and health. Product testing ethics: animal rights and animal testing, use of economically disadvantaged groups (such as students) as test objects. ETHICS OF INTELLECTUAL PROPERTY, KNOWLEDGE AND SKILLS Knowledge and skills are valuable but not easily â€Å"ownable† objects. Nor is it obvious who has the greater rights to an idea: the company who trained the employee or the employee themselves? The country in which the plant grew, or the company which discovered and developed the plant’s medicinal potential? As a result, attempts to assert ownership and ethical disputes over ownership arise. Patent infringement, copyright infringement, trademark infringement. Misuse of the intellectual property systems to stifle competition: patent misuse, copyright misuse, patent troll, submarine patent. Even the notion of intellectual property itself has been criticised on ethical grounds: see intellectual property. Employee raiding: the practice of attracting key employees away from a competitor to take unfair advantage of the knowledge or skills they may possess. The practice of employing all the most talented people in a specific field, regardless of need, in order to prevent any competitors employing them. Bioprospecting (ethical) and biopiracy (unethical). Business intelligence and industrial espionage. INTERNATIONAL BUSINESS ETHICS AND ETHICS OF ECONOMIC SYSTEMS The issues here are grouped together because they involve a much wider, global view on business ethical matters. INTERNATIONAL BUSINESS ETHICS While business ethics emerged as a field in the 1970s, international business ethics did not emerge until the late 1990s, looking back on the international developments of that decade. Many new  practical issues arose out of the international context of business. Theoretical issues such as cultural relativity of ethical values receive more emphasis in this field. Other, older issues can be grouped here as well. Issues and subfields include: The search for universal values as a basis for international commercial behavior. Comparison of business ethical traditions in different countries. Comparison of business ethical traditions from various religious perspectives. Ethical issues arising out of international business transactions; e.g. bioprospecting and biopiracy in the pharmaceutical industry; the fair trade movement; transfer pricing. Issues such as globalization and cultural imperialism. Varying global standards – e.g. the use of child labour. The way in which multinationals take advantage of international differences, such as outsourcing production (e.g. clothes) and services (e.g. call centre’s) to low-wage countries. The permissibility of international commerce with pariah states. THEORETICAL ISSUES IN BUSINESS ETHICS CONFLICTING INTERESTS Business ethics can be examined from various perspectives, including the perspective of the employee, the commercial enterprise, and society as a whole. Very often, situations arise in which there is conflict between one or more of the parties, such that serving the interest of one party is a detriment to the other(s). For example, a particular outcome might be good for the employee, whereas, it would be bad for the company, society, or vice versa. Some ethicists (e.g., Henry Sidgwick) see the principal role of ethics as the harmonization and reconciliation of conflicting interests. ETHICAL ISSUES AND APPROACHES Philosophers and others disagree about the purpose of a business ethic in society. For example, some suggest that the principal purpose of a business is to maximize returns to its owners, or in the case of a publicly-traded concern, its shareholders. Thus, under this view, only those activities that increase profitability and shareholder value should be encouraged. Some believe that the only companies that are likely to survive in a competitive marketplace are those that place profit maximization above everything else. However, some point out that self interest would still require a business to obey the law and adhere to basic moral rules, because the consequences of failing to do so could be very costly in fines, loss of licensure, or company reputation. The economist Milton Friedman was a leading proponent of this view. Other theorists contend that a business has moral duties that extend well beyond serving the interests of its owners or stockholders, and that these duties consist of more than simply obeying the law. They believe a business has moral responsibilities to so-called stakeholders, people who have an interest in the conduct of the business, which might include employees, customers, vendors, the local community, or even society as a whole. They would say that stakeholders have certain rights with regard to how the business operates, and some would suggest that this includes even rights of governance. Some theorists have adapted social contract theory to business, whereby companies become quasi-democratic associations, and employees and other stakeholders are given voice over a company’s operations. This approach has become especially popular subsequent to the revival of contract theory in political philosophy, which is largely due to John Rawls’ A Theory of Justice, and the advent of the consensus-oriented approach to solving business problems, an aspect of the â€Å"quality movement† that emerged in the 1980s. Professors Thomas Donaldson and Thomas Dunfee proposed a version of contract theory for business, which they call Integrative Social Contracts Theory. They posit that conflicting interests are best resolved by formulating a â€Å"fair agreement† between the parties, using a combination of i) Macro-principles that all rational people would agree upon as universal principles, and, ii) Micro-principles formulated by actual agreements among the interested parties. Critics say the proponents of contract theories miss a central point, namely, that a business is someone’s property and not a mini-state or a means of distributing social  justice. Ethical issues can arise when companies must comply with multiple and sometimes conflicting legal or cultural standards, as in the case of multinational companies that operate in countries with varying practices. The question arises, for example, ought a company to obey the laws of its home country, or should it follow the less stringent laws of the developing country in which it does business? To illustrate, United States law forbids companies from paying bribes either domestically or overseas; however, in other parts of the world, bribery is a customary, accepted way of doing business. Similar problems can occur with regard to child labor, employee safety, work hours, wages, discrimination, and environmental protection laws. It is sometimes claimed that a Gresham’s law of ethics applies in which bad ethical practices drive out good ethical practices. It is claimed that in a competitive business environment, those companies that survive are the ones that recognize that their only role is to maximize profits. On this view, the competitive system fosters a downward ethical spiral. ETHICS IN MANUFACTURING INDUSTRY In the corporate world, business ethics have a major role to play in the manufacturing sector too. It is the duty of the manufacturer to produce the products and goods according to the customer’s requirements and satisfaction. He / She has to produce goods which is of good quality, reasonable price and to top it all it should be safe to use by the customer. In case if the products produced by a particular company are not up to the customer’s expectations or requirements then the customer has a right to question the manufacturer and be compensated for the damage caused to him on using the product. Thus, all companies are taking great care and paying attention to produce proper and good quality products adhering to the standards, lest their company’s reputation does not get affected. Despite all these consumer rights assuming great importance in the society, do all  manufacturing industries follow ethical values and principles in their day to day lives? â€Å"A Business that makes nothing but Money is a Poor kind of Business.† ~ Henry Ford Whether it is for the sake of beating competition or simply because it makes good business sense, companies now have started to internalize business ethics and values. Ethics have become a part and parcel of the entire manufacturing process. Sometime back the bottom line of an enterprise used to be monetary profits but this bottom line today comprises a whole gamut of subjects like quality assurance, environmental friendly practices, Corporate Social Responsibility (CSR) and many more. Gone are the days when companies could act philanthropic and charitable by parting with a miniscule portion of their profits. There is no recognition for an organization that fails to recognize ethics and values in its domain area. MOTOROLA Motorola is known around the world for innovation and leadership in wireless and broadband communications. Inspired by its vision of Seamless Mobility, the people of Motorola are committed to helping people get and stay connected simply and seamlessly to information, and entertainment that you want and need. Motorola does this by designing and delivering the â€Å"must have† products, â€Å"must do† experiences and powerful networks — along with a full complement of support services. A Fortune 100 company with global presence and impact, Motorola had sales of US$35.3 billion in 2005. KEY BELIEFS – THE WAY MOTOROLA WILL ALWAYS ACT Motorola’s Key Beliefs have been in existence for decades, and Motorola continues to have a strong culture of corporate ethics and citizenship. Since its original establishment in the 1970s, its Code of Business Conduct has provided Motorola employees guidance for their business activities, placing a priority on establishing trust with its stakeholders. However, it is not enough to declare its good values. Motorola is committed to acting on  them–through the potential of its technology and the way they conduct their business. The EthicsLine offers information, advice and suggestions. Use it to discuss any concern or problem – not just for emergencies. The EthicsLine strives to make sure that all questions or concerns are handled fairly, discreetly and thoroughly. ETHICAL PRACTICES PRACTICED BY MOTOROLA Times will change. Our products will change. Our people will change. Our customers will change. What will not change is our commitment to our key beliefs. The key beliefs define who they are as individuals and as a company – to each other, its customers, its shareholders, its suppliers, its competitors and its communities. Uncompromising integrity means staying true to what they believe. Motorola adheres to honesty, fairness and doing the right thing without compromise, even when circumstances make it difficult. Constant respect for people means how Motorola treats everyone with dignity. Constant respect applies to every individual they interact with around the world. The Code of Business Conduct is a guide to help Motorolans live up to Motorola’s high ethical standards — and their own. It summarizes many of the laws that Motorola and all Motorolans are required to live by. The Code goes beyond the legal minimums, however, by describing the ethical values we shar e as Motorolans. The Code is neither a contract nor a comprehensive manual that covers every situation Motorolans throughout the world might encounter. It highlights key issues and identifies policies and resources to help Motorolans reach decisions that will make Motorola proud. MOTOROLA’s RESPONSIBILITY TO MOTOROLANS We respect the dignity of each Motorolan. Motorolans will treat each other with respect and fairness at all times. They will value the difference of diverse individuals from around the world. Employment decisions will be based on business reasons, such as qualifications, talents and achievements, and will comply with local and national employment laws. Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. The Motorolans are encouraged to speak out if a co-worker’s conduct makes them uncomfortable and to report harassment if it occurs. They are all responsible for maintaining a safe workplace by following safety and health rules and practices. They are responsible for immediately reporting accidents, injuries and unsafe equipment, practices or conditions to a supervisor or other designated person. Motorola is committed to keeping its workplaces free from hazards. To protect the safety of all employees, each of them must report to work free from the influence of any substance that could prevent them from conducting work activities safely and effectively. Threats or acts of violence or physical intimidation are prohibited. MOTOROLA’s RESPONSIBILITY TO CUSTOMERS AND CONSUMERS We earn customer loyalty by delivering on our promises. Maintaining Motorola’s valuable reputation requires complying with its quality processes and safety requirements. Motorola builds long-term relationships with its customers by demonstrating honesty and integrity. Its marketing and advertising will be accurate and truthful. Deliberately misleading messages, omissions of important facts or false claims about its competitors’ offerings are unacceptable. They obtain business legally and ethically. Bribes or kickbacks are unacceptable. Guidance on customer gifts, travel and entertainment is in the Conflicts of Interest section of this Code. Motorola protects its customer information that is sensitive, private or confidential – just as carefully as they protect their own. Only those who have a need to know, have access to confidential information. MOTOROLA’s RESPONSIBILITY TO COMMUNITIES As a global corporate citizen, Motorola creates products and provides services that benefit people around the world. Motorola serves society by  providing life-enhancing products and services at a fair price, and by actively supporting the communities in which they operate. Motorola, the Motorola Foundation and Motorolans throughout the world provide generous financial and voluntary support to thousands of worthwhile community programs. Motorolans are free to support community, charity and political organizations and causes of their choice, as long as they make it clear that their views and actions are not those of Motorola. Employees’ outside activities must not interfere with job performance. No Motorolan may pressure another employee to express a view that is contrary to a personal belief, or to contribute to or support political, religious or charitable causes. Motorola respects the environment by complying with all applicable environmental laws in all countries in which they conduct operations. Motorola is committed to protecting the environment by minimizing the environmental impact of its operations and operating its businesses in ways that foster sustainable use of the world’s natural resources. Motorolans must comply with Motorola’s environmental policies and programs. Notify management if hazardous materials come into contact with the environment or are improperly handled or discarded. Motorola provides fair, accurate, timely and easy to understand information to the public. To ensure professional and consistent handling, requests from the media are forwarded to the local communications group or Corporate Communications. Requests from financial analysts and shareholders are forwarded to Investor Relations. ETHICS IN THE EDUCATION SECTOR Human beings have an innate ethical sense that urges them to make predictable choices. Although most people believe that their actions are guided by logic and reason, reason often acts only as a mechanism to justify these choices. Ethics education is about recognizing the real power of one’s innate ethical sense and how it influences our behavior. In this way we can free reason to become a tool to truly guide our actions. Without the wisdom that results from understanding one’s innate ethical self, reason remains a powerful propaganda prop for unchallenged intrinsic human ethical imperatives. Educational institutions are microcosms of culture and the society that  supports them. As such, they should be bastions of ethical behavior. These institutions should be the training ground for students to determine and practice their personal ethics code which will guide them for the remained of their lives. Each classroom becomes a laboratory of the process of decision making, and of critically examining choices in the workplace, interpersonal relationships, and personal lives. Teachers can play an important role in assisting students to view ethical choices as a vital part of their future lives, both as professionals and in their daily living. â€Å"The first step in the evolution of ethics is a sense of solidarity with other human beings.† ~ Albert Schweitzer, German doctor and Theologian. SCHOOL OF ETHICS Business ethics to students has become a critical issue as the future of any nation lies in creating not just CEO’s and headers but in creating successful individuals who are ethically strong. Ethics can be taught in two major ways: 1. THE PHILOSOPHY The best way to encourage students on this path would be to ask students to think of actions that they consider morally right and wrong. Responses like â€Å"that is what our society says† should be gently resisted, on the grounds that they do not account for why certain kinds of actions are favored over others. Later the exercise is repeated with business situations like deceptive product representation, the subjection of employees to unsafe or dangerous working conditions (particularly without their consent), discrimination, padding expense reports and other self-interested lines, monopolistic practices that exclude competitors from the market, and so forth. 2. CONVERSATIONAL METHOD OF TEACHING BUSINESS ETHICS Using conversational learning in business ethics teaching efforts will allow students to become self-reflective, to learn the value of dialogue and good  moral conversation, to learn about others’ learning experiences and attitudes, and to apply the knowledge gained to organizational life. The process seems to foster a trusting environment, one in which students engage in active participation and take personal risks in the classroom. ROLE OF THE STUDENT Listening to others with the intention of learning with them Reflecting intentionally to gain organizational life. Being open – minded and accepting that there are multiple legitimate and viable perspectives and possibilities in any situation. Understanding that there is no right answer or right approach in an ethical situation. Being proactive in anticipating potential ethical and moral dilemmas and finding different ways to learn from different perspectives about how one might address such dilemmas. more understanding of the complexities of ROLE OF THE TEACHER The conversational methods of teaching business ethics have the following requisites:Knowing one’s strengths and shortcomings, being honest with oneself, continuously striving to increase our ethical (and other) self – awareness, seeking and listening to feedback from responsible peers and colleagues. Building an atmosphere of trust and psychological safety and a norm of collective responsibility in the classroom. Generating empathy in the students and making them learn from each other’s experiences. Reflecting and building on differences in perspectives of different students. Emphasizing relationships and social interactions and proactively managing the dynamics of ethical and moral situations, challenges, opportunities and dilemmas. In the long run meaningful dialogue promotes deeper commitment to the goal, purpose of mission of teaching business ethics. However, it is important to recognize that the introduction to talking and learning about values, beliefs, morals and other ethically related issues often generates in students powerful emotional responses ranging from self doubt and shame to frustration and confusion. ETHICS IN the it sector Ethics in IT industry and BPO is a form of art of applied ethics that examines ethical rules and principles within a commercial context, the various moral or ethical problems that can arise in a setting of any industry and any special duties or obligations that apply to persons who are engaged. Every IT industry has one or more values, whether they are consciously aware of it or not. Another way of saying it is that a value is a statement of the company’s intention and commitment to achieve a high level of performance on a specific Qualitative or Quantitative factor. As a part of more comprehensive compliance and ethic programs in IT companies, many companies have formulated internal policies pertaining to the ethical conduct of employees. These policies can be simple exhortations in broad, highly generalized language, or they can be more detailed policies containing specific requirements. They are generally meant to identify the companies’ expectations of workers and to offer guidance on handling some of the more common ethical problems that might arise. It is hoped that having such a policy will lead to:Ethical Awareness Improvements in ethical policies Consistency in application Avoidance of ethical disasters An increasing number of companies also require employees to attend seminars regarding ethical conduct, which often include discussions of the company’s policies, specific case studies and legal requirements. Some companies even require their employees to sign agreements stating that they will abide to the ethical codes and practices. â€Å"Every right implies a responsibility; every opportunity an obligation; ETHICs – bpo – security Why must BPO Companies hire â€Å"Ethical Hackers† BPO organizations must secure their IT infrastructure and networks. Just as corporations employ auditors to routinely examine financial records, so should BPO Service Providers audit security policy. Without security audits and compliance controls, no real security exists. This is a big problem. There are plenty of individuals waiting to test and probe your organization’s security stance. These individuals range from government to corporate spies, to hackers, crackers, script kiddies, or those who write and release malicious code into the wild. Their presence in your network is not a good thing! Who are Ethical Hackers? An ethical hacker is most similar to a penetration tester. The ethical hacker is an individual who is employed or contracted to undertake an attempted penetration test. These individuals use the same methods employed by hackers. In case you were unsure; hacking is a felony in the United States. Ethical Hackers have written authorization to probe a network. Only then is this attempted hack legal, as there is a contract between the ethical hacker and the organization. In 1995, long before today’s stringent guidelines, one individual received 3 felony counts, 5 years probation, 480 hours of community service, and a $68,000 legal bill for failing to insure proper authorization. How is Ethical Hacking Performed? Primarily, ethical hackers are employed in groups to perform penetration tests. These groups are commonly referred as â€Å"Red Teams†. These individuals are paid by the organization to poke, prod, and determine the overall level of security. Again, what is important here is that they have been given written permission to perform this test and have detailed boundaries to work within. Don’t be lulled into believing that the penalties fro legal penetration are low, it is a felony!! What is the Test about? The Certified Ethical Hacker Exam consists of 21 domains covered in 50 questions. It has a two – hour time limit. These questions have multiple choice answer options. During the test, it is allowed to mark questions for which the answers are not too sure about and then return for later review. The domains were compiled to evaluate the full range of security testing. One must also demonstrate how hacker tools work and demonstrate knowledge of professional security tools, as well as how these tools are utilized. The 21 domains are as follows: 1. Ethics and Legal Issues 2. Footprinting 3. Scanning 4. Enumeration 5. System Hacking 6. Trojans and Backdoors 7. Sniffers 8. Denial of Service 9. Social Engineering 10.Session Hijacking 11.Hacking Web Servers 12.We Application Vulnerabilities 13.Web Based Password Cracking Techniques 14.SQL Injection 15.Hacking Wireless Networks 16.Virus and Worms 17.Hacking Novell 18.Hacking Linux 19.IDS, Firewalls, and Honeypots 20.Buffer Overflows 21.Cryptography ETHICS IN the food sector Whether we eat to live or live to eat, we all would have been out to eat, at some point in our lives. The above statement is seriously understated since most of us eat out at least once a week. Whenever we visit a hotel or buy some packaged food, it indirectly indicates the trustworthiness of the brand. The underlying factor contributing towards a brand image is the ethics followed by the company. The food industry shoulders a huge responsibility; the health of their patrons / consumers. The industry has to adhere to laws, procedures, norms and several quality standards. Right from the raw materials, the various ingredients, procurement to the processing and packaging activities have to be meticulously carried out. Now let us see how the various ethical aspects are dealt with in this industry. AAVIN Goodness of milk The first cooperative diary was set up at Chennai city during the year 1927. The state diary development department was established in 1958. The first modern diary plant with a capacity to handle 50,000 litres per day of pasteurized milk was established in the year 1963 at Madhavaram near Chennai with the aid from New Zealand. A diary to handle 50,000 litres per day was  set up at Madurai with the assistance of the UNICEF in 1967. The system consisted of supervised milking at the village level and the transportation of the raw milk in aluminum cans through hired transport vehicles to milk chilling plants or directly to the diary. Quality control happens to be the core element of the organization. Especially since AAVIN deals with perishable products the quality standards and fulfilling them is crucial for the sustenance of the organization. It has added to AAVIN’S goodwill through the ages and also has led to diversification in the long run. The quality control department makes state of the art machines and techniques for fulfilling their promise to provide high quality and hygienic products. Aavin has taken up measures to improve the quality of raw milk procured at the village level milk co-operative societies and also to enforce clean milk practices at the society level to enhance the quality of milk at the initial level itself. The clean milk production programme, includes not only the production of good quality milk, but also improves animal management, feed and fodder, artificial insemination, training to farmers and society personnel, installation of bulk coolers, maintaining milk yard free from flies, dirt etc. and usage of SS vessels to maintain minimum level of bacterial load, according to Aavin sources. In the diary co-operatives, the milk procurement staff is given training in clean milk production at NDDB training centres. The milk producers are educated for hygienic management of animals, milking methods and handling of milk. They are also provided with SS pails and antiseptic solutions for cleaning the animal udder etc. Massive awareness campaigns are carried out among the society members. At present Aavin has three diaries in Chennai, on at Ambattur with a capacity of 4LLPD (Lakh Litre per Day), at Madhavaram with a capacity of 2 LLPD and the third one at Sholinganallur with a capacity of 4 LLPD for procuring milk from district unions, process and packaging in sachets to cater to the needs of consumers in and around Chennai city. All the three diaries are certified with ISO 9001:2000. Efforts are also being taken to get the HACCP certification for these three diaries. 33 ETHICS IN media & advertising sector Media Ethics is the subdivision of applied ethics dealing with the particular ethical principles and standards of media, including broadcast media, film, theatre, the arts, print media and the internet. This is the general definition of media ethics and as the definition suggests, there are many dimensions to media. In today’s world, media is given a lot of importance and is considered to be the voice of the public. But there are some who take undue advantage of the freedom given to them for the sake of money, fame or in most cases both. Breach of code of conduct in this industry has more effect on people as it can be seen and followed explicitly. People trust media to give them accurate information and are at time deceived by its exaggerated versions. Media is a double edged sword and it has to be handled very carefully. Its impact is long time and is very powerful and influencing. A balance has to be struck between the purpose of media with the code of ethics. â€Å"Nowadays people know the price of everything and the value of nothing.† ~ Oscar Wilde, Irish Dramatist and Poet FACEBOOK – AD PLATFORM Facebook Ads represent a completely new way of advertising online. For the last hundred years media has been pushed out to people, but now marketers are going to be a part of the conversation. And they’re going to do this by using the social graph in the same way our users do.† – Mark Zuckerberg (Zuckerberg), Founder and CEO, Facebook, in 2007. â€Å"The new advertising system will target ads based on personal information shared by users with their friends†¦ It also reeks of unethical practices since when these users joined Facebook they were not told or given the chance to opt out and state that their personal information like interests, relationship status, work history, etc. should not be used.† – Sujatha Ganesan, a Business and Technology Lawyer, in 2007. This case discusses the ethical and privacy concerns pertaining to Facebook’s new ad system. On November 06, 2007, Mark Zuckerberg (Zuckerberg), the founder and CEO of Facebook introduced an ad system called Facebook Ads to connect business houses with Facebook users. As of November 2007, Facebook had 55 million active registered users, and was the second fastest growing social networking site, with an astounding year-on-year growth rate of 133 percent. This new system was expected to facilitate offering of better targeted advertisements to the users. According to Zuckerberg, the new ad platform would provide a very different way of online advertising as it would give the advertiser a chance to ‘be a part of the conversation’ by using the ‘social graph’ in the same way as the Facebook users did. Earlier this summer, a Miss America contestant was blackmailed using pictures from her old Facebook page to try to get her dethroned from her title of Miss New Jersey. Amy Polumbo had deleted her Facebook page before the state pageant, but that didn’t stop an anonymous sender who called themselves the â€Å"Committee to Save Miss America.† Polumbo did not give up her crown, and the photos that were sent were not as bad as they were made out to be. But it teaches us all a lesson, especially business owners, about how open one should be on social networking sites. Potential risk to using social networking sites for business related purposes is privacy. One of the hottest issues is Facebook’s new social ad policy, which allows you to basically become a free advertisement for any company they share information with. For example, when you rent a movie from Blockbuster Video, that information is shared with Facebook. Then all of your friends know what you have rented. This can be embarrassing if your business colleague see your Facebook page. The Facebook privacy policy, for example, not only gives them permission to share your information with a third party, it also states that  they may obtain information about you from other sources, such as newspapers, blogs and the like. So not only are they able to collect information about you from their site, but they can use information they collect from other sources. Benefits of Managing Ethics in the Workplace Many people are used to reading or hearing of the moral benefits of attention to business ethics. However, there are other types of benefits, as well. The following list describes various types of benefits from managing ethics in the workplace. Attention to business ethics has substantially improved society. A matter of decades ago, children in our country worked 16-hour days. Workers’ limbs were torn off and disabled workers were condemned to poverty and often to starvation. Trusts controlled some markets to the extent that prices were fixed and small businesses choked out. Price fixing crippled normal market forces. Employees were terminated based on personalities. Influence was applied through intimidation and harassment. Then society reacted and demanded that businesses place high value on fairness and equal rights. Anti-trust laws were instituted. Government agencies were established. Unions were organized. Laws and regulations were established. Ethics programs help maintain a moral course in turbulent times. Attention to business ethics is critical during times of fundamental change — times much like those faced now by businesses, both nonprofit and for-profit. During times of change, there is often no clear moral compass to guide leaders through complex conflicts about what is right or wrong. Continuing attention to ethics in the workplace sensitizes leaders and staff to how they want to act — consistently. Ethics programs cultivate strong teamwork and productivity. Ethics programs align employee behaviors with those top priority ethical values preferred by leaders of the organization. Usually, an organization finds surprising disparity between its preferred values and the values actually reflected by behaviors in the workplace. Ongoing attention and dialogue regarding values in the workplace builds openness, integrity and community — critical ingredients of strong teams in the workplace. Employees feel strong alignment between their values and those of the organization. They react with strong motivation and performance. Ethics programs support employee growth and meaning. Attention to ethics in the workplace helps employees face reality, both good and bad -in the organization and themselves. Employees feel full confidence they can admit and deal with whatever comes their way. Ethics programs are an insurance policy — they help ensure that policies are legal. There are an increasing number of lawsuits in regard to personnel matters and to effects of an organization’s services or products on stakeholders. Ethical principles are often state-of-the-art legal matters. These principles are often applied to current, major ethical issues to become legislation. Attention to ethics ensures highly ethical policies and procedures in the workplace. It’s far better to incur the cost of mechanisms to ensure ethical practices now than to incur costs of litigation later. A major intent of well-designed personnel policies is to ensure ethical treatment of employees, e.g., in matters of hiring, evaluating, disciplining, firing, etc. Ethics programs help avoid criminal acts â€Å"of omission† and can lower fines. Ethics programs tend to detect ethical issues and violations early on so they can be reported or addressed. In some cases, when an organization is aware of an actual or potential violation and does not report it to the appropriate authorities, this can be considered a criminal act, e.g., in business dealings with certain government agencies, such as the Defense Department. Ethics programs help manage values associated with quality management, strategic planning and diversity management — this benefit needs far more attention. Ethics programs identify preferred values and ensuring organizational behaviors are aligned with those values. This effort includes recording the values, developing policies and procedures to align behaviors with preferred values, and then training all personnel about the policies and procedures. This overall effort is very useful for several other programs in the workplace that require behaviors to be aligned with values, including quality management, strategic planning and diversity management. Total Quality Management includes high priority on certain operating values, e.g., trust among stakeholders, performance, reliability, measurement, and feedback. Eastman and Polaroid use ethics tools in their quality programs to ensure integrity in their relationships with stakeholders. Ethics management techniques are highly useful for managing strategic values, e.g., expand marketshare, reduce costs, etc. Ethics programs promote a strong public image. Attention to ethics is also strong public relations — admittedly, managing ethics should not be done primarily for reasons of public relations. The fact that an organization regularly gives attention to its ethics can portray a strong positive to the public. People see those organizations as valuing people more than profit, as striving to operate with the utmost of integrity and honor. Aligning behavior with values is critical to effective marketing and public relations programs. Overall benefits of ethics programs: Managing ethical values in the workplace legitimizes managerial actions, strengthens the coherence and balance of the organization’s culture, improves trust in relationships between individuals and groups, supports greater consistency in standards and qualities of products, and cultivates greater sensitivity to the impact of the enterprise’s values and messages. Last – and most — formal attention to ethics in the workplace is the right thing to do. CONCLUSION Whenever and wherever there are meaningful discussions to create better socio-economic conditions in the society or to make the world a better place to live in, the discussions invariably touch Business and Industry or Trade and Commerce also besides other areas of human activities. Those who run their business or industry on principles of honesty, integrity and justice are the ones who raise the prestige of their nation and are inspiring examples unto others. However, there are people who indulge into unfair, unjust, dishonest or socially harmful activities and do not believe in  fairplay and excellence. Business has created the wealth that has given unprecedented numbers of individual’s financial control of their lives. It has expanded immeasurably the range of goods and services available to individuals. It has broken down countless centuries-old barriers of racial, sexual, religious, and ethnic prejudice. And it has been the vehicle for countless numbers of individuals to develop their fullest potentials in achieving their dreams. In short, business has been a prime mover in making it possible for millions to pursue their lives in a wealthy, healthy, rational and exciting world. Because business decisions often require specialized knowledge, ethical issues are often more complicated than those faced in personal life — and effective decision making requires consistency. Because each business situation is different, and not all decisions are simple, many organizations have embraced ethical codes of conduct and rules of professional ethics to guide managers and employees. However, sometimes self-regulation proves insufficient to protect the interest of customers, organizations, or society. At that point, pressures for regulation and enactment of legislation to protect the interests of all parties in the exchange process will likely occur. Maintaining a strong ethical culture is essential for complying with the laws and regulations, but this alone cannot be the motivation for ethical culture building. Beyond the large impact an organization’s culture has on the bottom line, the development of programs to foster ethical conduct must maintain a focus on fairness, encouragement, and communication at all employee levels. Along these lines, employees must be given the appropriate tools and models to align their behavior with company culture and engag e in ethical decision-making. The attitudes, choices, and actions of business leaders play a primary role in the creation of an organization’s ethical culture and climate; expectations for employees’ ethical behavior can only be set as high as the organization’s leadership is willing to meet. A leader’s ability to consistently promote ethical conduct in an organization is critical to ensuring that employees understand how to make â€Å"doing what is right† a priority. Thus it can be  concluded that, Ethics are important not only in business but in all aspects of life because it is an essential part of the foundation on which of a civilized society is build. A business or society that lacks ethical principles is bound to fail sooner or later. â€Å"Live in such a way that you would not be Ashamed to sell your parrot to the town gossip.† ~ Will Rogers

A critique of the literature Essay

Nurses are expected to deliver high quality care with the latest techniques and information available. In order to do this nurses are required to actively participate to nursing research and critique them. Nursing research has increased greatly in the past three decades exposing nurses to latest knowledge, to provide quality care to the patients (Polit & Beck, 2004). Further more, to provide evidence based practice, nurses must be able to assess and critique research to evaluate and to judge whether the research is useful, good quality, current and safe to apply in their practice (Fink,2005). This essay critiques a quantitative original research article, which is relevance to nursing. The research article â€Å"Cardiovascular risk of essential hypertension: Influence of class, number, and treatment-time regimen of hypertension medication† by authors Ramon c. Hermida, Diana E. Ayala, Aetemio Mojon and Jose R. Fernandez was published in 2013 by Informa health care USA in Chronobiology international journal volume 30. This essay will critique the above research paper using the systematic frame work provided by Schneider, Whitehead, Lobiondo-Wood & Haber(2013 p 15) including the title, abstract, method, literature review, results, discussion and conclusion of the research paper. Title Title of a research article should describe and focus on the research conducted (Cormack, 2000). The title of the research paper by Hermida et al, 2013, clearly describes the purpose of the research and indicates the relevant area of study and the target population. However, by reading the title alone it is difficult to identify the nature of study and requires the reader to continue reading the abstract. It could be argued that it is better to describe this in the title thus it will help the reader to identify whether the research is useful to their practice (Cormack, 2000). Authors’ qualifications are not provided, however it is indicated that the research was conducted by Bioengineering and chronobiology laboratory in a university in Spain. Therefore, it is unable to decide whether the authors have sufficient research skills and expertise to carry out the study. Abstract According to Schneider et al (2013) abstract of an article is a brief summary of the study at the start of an article. Abstract focuses on the important points of the study. It states the purpose, the method, the results and the conclusion of the study ( Schneider et al, 2013). The abstract by Hermida et al (2013 ) clearly describe the purpose of the study and the method and sample used. It also gives a brief description of the data collected and analyzed to provide a conclusion of the study. It is easy for the reader to identify that the research method is quantitative by reading the abstract. Introduction and Literature review According to LoBiondo-Wood, G., & Laber, J. (2014) a good literature review provide an introduction, which include the keywords and a description of the databases used to conduct the study. In this article introduction and literature review is included as one subheading, and the authors have clearly identified the keywords of the study, which will again allow the reader to assess the relevance of the study. In this article authors have started the literature review from the introduction part and provided the related previous study findings in order to build the hypothesis of the current study. They clearly describe the need and the rational for the conduction of the study, as the lack of study conducted considering the  ingestion time of the blood pressure lowering medication (Hermida et al, 2013). They have used recent research within the last 10 years to support their research study. However, the research does not specify the search strategies used to locate the previous research used, which questions whether the research used are biased or unbiased (Fink, 2005). As the study is accepted in 2012, most of the research articles cited in the review are current. As mentioned in Fink (2005) articles’ cited within the last 10 years from the year the study is accepted are considered as current research. In the article, the authors acknowledge that there are several studies conducted to measure the efficiency of blood pressure (BP) lowering medication, disregarding the time of the blood pressure medication taken during the day (Hermida, 2013) This study is conducted using the Ambulation blood pressure monitoring for prediction of cardiovascular event (ABPM) to monitor the effect on better BP control and cardio vascular risk with the bedtime ingestion of one medication rather than all the medications taken in the morning (Hermida, 2103). Authors support the ABPM design that is used for the study by citing previous research studies that have used the same design, in order to improve the credibility of the research (Cormack, 2000). Aim and Hypothesis Aim and hypothesis have been clearly stated in this article by Hermida et al(2013). Unlike qualitative research, quantitative research has an hypothesis provided by the researchers to compare the relationship between variables (Polit & Beck, 2004). The aim of the research is to examine the administration time effect on the CVD risk and lowering BP of each class of antihypertensive medication and the number of medication used for therapy (Hermida et al, 2013). Authors have conducted the study based on the hypothesis that â€Å"bedtime therapy with one or more BP lowering medications exerts better BP control plus greater CVD risk reduction than the conventional morning only schedule of all therapy† (Hermida et al, 2013 p 324). This hypothesis can be categorized as directional as it predicts the expected outcome of the study conducted (Polit & Beck, 2004). According to Polit & Beck(2008), directional hypothesis may results in biased outcomes due to the intellectual commitment to the desired hypothesis. Method Quantitative research approach provides a better state of evidence and increase ability to replicate the study (Schneider, 2013). This study by Hermida et al (2013) provides clear information about the methodology, sample and the technique of the data analysis used. Sample Authors have chosen samples for this research based on inclusion and exclusion criteria, providing very clear and specific information of the target population group that can be used for the study. The sample group were from a population of Spanish subjects > 18 years of age then carefully screened using the inclusion and exclusion criteria (Hermida etal, 2013). Sample size was clearly stated, which will allow the reader to decide whether the sample size for the study was adequate, however they have failed to mention how the sample size was determined. Sample size was adequate and included both male and female population without gender discrimination. Therefore, the study can be considered as useful and good quality as there are no gender limitations (Fink, 2005). It has been well described how the samples were recruited for the process and the samples have been chosen from different hospitals to reduce sample bias. According to Hermida et al (2013) the study method was approved by the State ethic committee of clinical research as ethical medical research. And all participants have given written informed consent to participate in research (Hermida et al, 2013). Design The design used by the authors for the study was a prospective randomized open label, blinded end point (PROBE) (Hermida et al, 2013). This design can be compared to the double blind design, which commonly used in quantitative research. In contrast to the double-blinded method, the participants/assessors have the ability to know the nature of the treatment. Major advantages of this design are lower cost, higher similarity to clinical practice and the ability to replicate the study easily in order to apply the results into medical care (Polit & Beck, 2004). In addition, even though it is an open labeled design, due to the blinded end point the results will not be subjected to any bias (Cormack, 2000). The randomized study method used, reduces the sample bias (Cormack, 2000) which is done by  a computerized random number generator in this study (Hermida et al, 2013). However, the authors have failed to mention the name of the computerized random number generator program used, which makes it difficult for the reader to replicate and evaluate the credibility of the study (Fink, 2005). Further more, in order to ensure the internal validity of the study the authors have adhered to their exclusion and inclusion criteria and have recruited a large sample group (Polit & Beck, 2008). Data collection and analysis Data was collected at the start and at every scheduled visit during the follow up appointment. BP of each recruit was automatically measured at specific times for 48hrs. Authors have used 48hrs observation periods rather than standard 24hrs observation periods (Hermida et al, 2013) to improve the reproducibility and accuracy of the results (Fink, 2005). An actigraph was given to all participants to wear and measure the physical activity during the 48hrs, which is then synchronized to a computer. During the follow up data was collected and necessary test were performed to gather more data and the yearly appointments were organized (Hermida et al, 2013). More over, data collection procedures are adequately described in the study which will make it easy to replicate (Cormack, 2000) The use of multiple data collection instruments can be identified as a strength of the study and citations of previous research have been provided to support the data collection instruments, hence will improve the validity and quality of the study (Cormack, 2000) There were no ethical issues identified as the participants provided informed consent prior to the study (Fink, 2005). Results The results of the study are given in great detail using one table and 7 graphs within the paper. They have used subheading within the results section to clearly present the results for different variables of the study. Findings are accessible and p values are clearly stated, which is important in a quantitative study (Hermida et al, 2013). The consistency of the results, logical link between the data analysis and findings of the study presented in text and in numbers are similar which outlines the correctness of the findings and the findings can be used in clinical practice (Polit &  Beck, 2008). The table and graphs used to interpret data are very clear and easy to understand by the reader. Discussion and conclusion Discussion and conclusion are presented under the same subheading in this research paper. The discussion appeared well balanced and very well detailed, making it easy for the reader to understand and analyze the paper (Cormack, 2000). Authors have discussed and compared the findings with the previous credited research, which are mentioned in the literature review. Authors argue the accuracy of the research findings in a logical manner summarizing relevant previous research findings. They challenge the past research stating how this study method of BP lowering is more effective than the traditional way of treatment using their findings. Even though, the authors have not used a separate section for the conclusion, they have strongly supported the hypothesis in the last paragraph of the paper by using the results obtained (Hermida et al, 2013). In addition, the authors do not mention strength and limitations of the study. Limitations and strengths of a study is useful when assessing the validity of the study or to improve the research method ( Cormack, 2000). Reference Reference list is complete and accurate and include all the cited literature, which includes 72 references, most within the last 10 years of the year the study was accepted (Hermida, 2013). In conclusion this study was conducted very well with a strong hypothesis, relevant literature review, appropriate samples, well-organized research design and statistical analysis. This essay has critically analyzed each component of the study by Hermida et al(2013) adhering to a systemic framework in order to assess the quality, credibility and validity of the research study. Reference Cormack, D. F. S. (2000). The Research Process in Nursing (3rd ed.): Blackwell Science Ltd. Fink, A. (2005). Conducting Resaerch Literature Reviews: From the Internet to Paper (2nd ed.): SAGE Publications. Hermida, R., Ayala, D., Mojà ³n, A., & Fernà ¡ndez, J. (2013). Cardiovascular risk of essential hypertension: influence of class, number, and treatment-time regimen of hypertension medications. Chronobiology International, 30(1-2), 315-327. doi:10.3109/07420528.2012.701534 LoBiondo-Wood, G., & Laber, J. (2014). Nursing Resarch: Methods and Critical Appraisal for Evidence-Based Practice Retrieved from http://books.google.com.au/books?id=3tTsAwAAQBAJ&printsec=frontcover&source=gbs_ge_summary_r&cad=0#v=onepage&q&f=false Polit, D. F., & Beck, C. T. (2008). Nursing Research: Generating and Assessing Evidence for Nursing Practice Retrieved from http://books.google.com.au/books?id=Ej3wstotgkQC&printsec=frontcover&source=gbs_ge_summary_r&cad=0#v=onepage&q&f=false Polit, D. F., & Beck, C. T. (2004). Nursing Research: Principles and Methods Retrieved from http://books.google.com.au/books?id=5g6VttYWnjUC&printsec=frontcover#v=onepage&q&f=false Schneider, Z., Whithead, D., Lobiondo-Wood, G., & Haber, J. (2013). Nursing and Midwifery Research: Methods and appraisal for evidence based practice (4th ed.).

Allen Stanford

Adding to the case are charges against a former Antiguan official who has allegedly taken bribes from Stanford and his companies, a lawsuit against insurance group Lloyds of London by Allen Stanford, and a lawsuit by investors against Stanford’s auditing firm BDO. Despite the fact that his Chief Financial Officer testified against him in a plea bargain agreement, Stanford pleads not guilty to all charges. Adding drama to this high profile case, Stanford required medical treatment after getting beaten in prison and claims to have developed amnesia. The Stanford International Bank offered returns that were consistently double digits on its CDs. In their pitch to investors, SIB employees claimed it was due to smart portfolio management and investment in safe, liquid securities. SIB also claimed that a team of 20 talented analysts manage the portfolios carefully. However, the SEC claims that this is all false. In its complaint filed in February 2009, the SEC described Stanford’s operation as a â€Å"massive ponzi scheme. † The CDs were not reinvested in liquid securities – SIB’s portfolio mainly consisted of illiquid assets like real estate. The value of these assets was grossly overstated to pad the company’s financial reports. SIB offered returns based on fabricated performance data and claiming as historical data and portfolio management was done solely by Stanford and the CFO, James Davis. In addition, Stanford misappropriated more than $1 billion of investors’ funds. The money went to a fleet of yachts and jets, hosting an international cricket match, Caribbean real estate and bribing Antiguan regulators. Another layer of Stanford’s deception was the assurance of BDO, an independent auditing firm that issued unqualified audits of Stanford’s companies. Investors have filed a $10. 7 billion suit against BDO for â€Å"ignoring signs of potential fraud. (Bloomberg) Investors also claim that BDO should have been aware that Stanford’s company â€Å"was operating as an unregistered hedge fund illegally disguising itself as a bank. †(Bloomberg) The complaint also calls into question BDO’s close relationship with Stanford Financial Group and raises issues about conflict of interest. The SEC claims that Stanford International Bank sold unregistered CDs. Had they been registered, the SEC would have been able to verify the value of the CDs. The SEC suggests that the scheme goes back to at least 1995 where the bank reported identical returns in consecutive years. The SEC also charges Stanford and his companies of not cooperating with the SEC’s investigation and claims that about 90% of their investment portfolios â€Å"reside in a black box shielded from any independent oversight†( SEC v. Stanford International Bank, Ltd. , et al. ) Ironically, Stanford has sued SEC, the FBI, and members of the Justice Department for preventing redemption of CDs by investors by freezing his companies’ accounts. The SEC also took action to help compensate investors by filing suit against Securities Investor Protection Corp (SIPC) in order to force the company to pay investors. The SEC is getting heavily involved and taking a very aggressive stance in this case likely due to heightened alert from the recent Madoff Ponzi scheme. Stanford’s assets have been seized by the authorities and are in the process of liquidation. Auditors that are reviewing financial statements of investors that were involved in the Stanford case will have difficulty assessing how much their clients can recover. It is difficult to track investors’ funds in Stanford’s portfolio since it was managed by two people who worked in secret and because the CDs were unregistered with the SEC. The case is still undecided as Stanford is pleading not guilty. On another front, the SIPC is being coerced by SEC’s lawsuit to compensate investors but the SIPC plans to defend itself. On yet another front, some of the investors are involved in the lawsuit against BDO. In an audit of an investor involved in this case, it would be difficult to value the client’s portfolio. Some investors may face business risk contingent on the outcome of these trials. Investors seeking securities in off-shore banks should always consider the saying â€Å"if it’s too good to be true, it probably isn’t. Investors should also look into the regulatory environment of the institution. While off-shore banks claim that savings from less regulation is translated into better returns, it should raise flags when it consistently performs above market for 15 years. BDO’s reports should have also raised flags as it did not examine Stanford’s portfolio.

Online vs Traditional Education Essay Example | Topics and Well Written Essays - 1250 words

Online vs Traditional Education - Essay Example This paper draws a comparison and contrast between online education and traditional education. Online education and traditional education are similar in the syllabus and course structure but differ in the styles and patterns of communication between the students and instructors, flexibility in terms of schedule, extent of learning and development of skills, and the overall cost both for the school and the students. Communication on online education is very different from the way it is in traditional education. In online education, conversation is made through the exchange of messages. Messages are exchanged via keyboard, so typing errors are common to occur. Although online communication is a fairly effective means of communication, yet it is subjected to a lot of challenges. For example, the communicating parties may be interrupted in the middle of communication if the internet connection breaks. There is a lot of uncertainty in online communication. One never knows when the compute r starts malfunctioning or is attacked by a virus. However, when the computer is functioning properly and everything is set, communication is not only instant and effective, but is also time saving and cost effective. Nevertheless, a research conducted by SRI International found that â€Å"[o]n average, students in online learning conditions performed better than those receiving face-to-face instruction† (Bits, 2009). On the contrary, traditional education provides an individual with frequent opportunities of socializing with peers. Students get to meet one another on daily basis. They make gossip, share views and discuss ideas both pertinent to the school education and other social and political matters. Such group discussions are very informative. Students get to learn about new opportunities. â€Å"Traditional college students are between the ages of 18-21 and benefit from the social atmosphere that a normal college campus provides† (Carron, 2006). The face to face interaction with peers and teachers has also many psychosocial benefits for the students. It inculcates confidence in the students and enhances their emotional intelligence so that they are more prepared to play their constructive role in the society in general and in the workplace in particular. Online education provides an individual with much more flexibility than the traditional education. Students that take online courses are provided with the facility to work along with carrying on their studies. Many students with great potential are not able to continue their studies just because they are not able to afford the fee and other expenses associated with education. Online education brings students back to the world of academia by providing them with flexible schedules. The students can adjust their studies according to their work schedule rather than having to adjust their work schedule according to their studies. Thus, an individual having online education is more empowered as c ompared to the students of traditional education. The freedom online education offers enables the students to optimize on their time management skills. â€Å"[S]elf-paced, independent learners are usually more disciplined in terms of preparation and time management† (Sanders, 2011). On the other hand, schedules in the traditional

Freedom of Information in Nigeria Term Paper Example | Topics and Well Written Essays - 2500 words

Freedom of Information in Nigeria - Term Paper Example The explanation for this secretive policy may not be very clear but most of the nations that have taken this orientation of secrecy including Nigeria have cited national security as one of the greatest motivations for the secrecy policy. This paper seeks to highlight the issues and prospects as far as the freedom of information and national security in Nigeria are concerned. Freedom of information may be defined as the right of any citizen in any state to be informed in writing or in any form appropriate on request of disclosure from a governmental agency and if the agency refuses the citizen can demand the reason for refusal. In other words, any citizen has a right to demand any kind of information from the government or its agent upon which if the government or agent deems otherwise then the citizen has a right to demand an explanation as to why he or she has been denied the information requested for (Horrigan, 1998: pp90). Freedom of information legislation is sometimes known as open records is a set of rules that allows for access to government held information by the public. These sets of rules form the legal framework that puts the government under obligation to avail government information to the public as need may be. Most countries in the world have legislated FOI. Actually, more than 70 countries countrywide enjoy this freedom to information with Sweden's FoI legislation termed as the Freedom of the Press Act dates far back to 1766 and it is deemed to be the oldest worldwide. In Africa, only three countries have legislated FoI and these are Angola, S. Africa and Uganda. Nigeria is in the process of legislating FoI even though the process has been very slow and often laced with controversy. However there are hopes that with the present pressure on the government from stakeholders in FoI i.e. the public, press/media, judiciary, human rights activists, NGOs etc, the bill is likely to sail through the House of Representatives sooner than later. National security on the other hand refers to the obligation to preserve the endurance and survival of a nation or state through by the use of political, military and financial power. It is an investment that the nation makes to make sure that her citizens are safe and they lack nothing. Further, the national territory together with its institutions may uphold integrity and this integrity is what is called national security. In other words, national security is the integrity of the national territory and its institutions (Raskin, 1979). What relationship exists between freedom of information and national security The two are closely related that when you mention one the other is implied. There are restrictions to the freedom of information legislation simply because of national security. As much as people need to have freedom of security for the functioning of democracy, the degree should not reach a point that can injure national security. A nation has to have its secrets which must not reach the hands of enemies who may threaten the political, financial and even physical safety if the citizens. Therefore the two are related in that if a nation overindulges in one, the other suffers loss i.e. if a nation overemphasizes national security, freedom of information may not prevail sufficiently and if a nation gives too much freedom of inform

Discussion Board 7-1 Assignment Example | Topics and Well Written Essays - 250 words - 3

Discussion Board 7-1 - Assignment Example Simply, away from psychological view and analysis, there is no standard way of describing frameworks and entities of adulthood. From psychological point of view, adulthood constitutes three different and successive stages. The stages include, young adulthood, mid adulthood and late adulthood. As described by Kail and Cavanaugh (2013), young adulthood mainly characterizes with peaking in the physical operation of the body, strength, coordination, muscle development, sensory acuity and dexterity. Individuals at this stage rarely die from diseases and have great interest in exploring various life issues. Alcoholism, smoking, poor nutrition and accidents are the main causes of poor health and death. Young adulthood may begin from late teenage into mid to late 20s. Individuals under the stage are not adolescents and partially adults. Middle adulthood is the next standard stage of adulthood recognized by psychologists. According to Kail and Cavanaugh (2013), this stage characterizes with wrinkles, weight gain, and grey hair, declining bone density, osteoporosis and arthritis in some cases. Individuals continue to enjoy active sex, but the continuous physical changes tend to affect sexual responses. As documented by Kail and Cavanaugh (2013), the last stage of adulthood development is the late adulthood. This stage characterizes with endurance, hearing, smelling and visual abilities deteriorate. Individuals are usually at high risks of succumbing to heart attack, hypertension and stroke. This stage is synonymous with people above 70 years, but may begin earlier depending on environmental and psychological conditions of an

Military Don't Ask, Don't Tell Policy Essay Example | Topics and Well Written Essays - 1250 words

Military Don't Ask, Don't Tell Policy - Essay Example This policy is unfair and unethical because there is no proof that gays cannot serve well in the military. When we think about the issue of Don't Ask, Don't Tell, it becomes clear that this is not just a homosexual issue. Instead, it is an issue about discrimination against people who have served the military well. A Short History of Gays in the Military Gays have been recorded as being part of the military as far back as Plato and the Greeks. They understand the value of having gays in the military. Although Plato's time accepted gays in the military, there were problems as time went on with each war. As far back as the Crusades, gays were persecuted when they were found to have same-sex affairs during the 14th Century. In 1816, during the Napoleonic Wars more gays were persecuted, hanged and whipped if they were found to have same-sex affairs (Webley, 2010). By 1778, George Washington discharged a soldier from his military command and by 1916, the U.S. Military prohibited homosexua lity in the Articles of War. There were many ways to screen out gays from the military throughout the years, and by the Vietnam War, homosexuality was seen by some as a way to get out of military service, especially during this war which was difficult for everyone to understand. However, one man, Perry Watkins, was discharged from the military after 16 years of service because he was a homosexual in 1984; he sued the military and won the case in 1990 (Webley, 2010). This short history shows that gays and lesbians have been serving in the military for probably every war that has ever been fought, and there has always been a concentration on whether they should be open or closeted while they were serving. The Don't Ask, Don't Tell Policy In 1993, the Don't Ask, Don't Tell policy was enacted to stop people who were homosexual from talking about their lifestyle or from practicing homosexuality while in the military. The reason this was enacted was because the military believed that if i t were allowed, it would "create an unacceptable risk to the high standards of morale, good order and discipline, and unit cohesion which are the essence of military capability" (Burrelli, 2010, Summary). This was not a law, but rather a policy that was in place to make sure that service members did not talk about their sexual orientation and that they were not asked about it when they entered the service or as they continued. In other words, homosexual service members were to keep quiet about who they were and how they lived in order to serve next to heterosexual service members. In 2010, the act was repealed as unconstitutional and the military was ordered to stop enforcing it. It is the opinion of this researcher that this was the right thing to do because everyone should have the opportunity to serve in the military regardless of their sexual orientation. When this policy was put into place, thousands of military members had to leave the military based on their sexual orientatio n or live a lie in order to serve as those who were not homosexual served (Obama, 2011). In having this policy in place, it made many men and women have to hid who they were which made them feel isolated and afraid. President Obama acknowledged that this was another sacrifice that these men and women had to do that was not fair to them. The repeal of this policy will not happen quickly because the

Mock Variable Assignment Example | Topics and Well Written Essays - 500 words

Mock Variable - Assignment Example Sales volume defines cumulative sales that a retail consultant realizes in a two-week period. Every product has a sales price and the prices of all products that a consultant sells will be aggregated to determine each consultant’s sales volume. Leadership potential defines perceived ability to influence others towards desired objectives. In the study, the ability will be with respect to supervisors’ influence on the consultants and the consultants’ influence on buyers. Leadership style defines a person’s dominant leadership behavior. Even though an individual may have traits that define more than one leadership style, there will always be a dominant style at a time. Three leadership styles that the Multifactor Leadership Questionnaire measures will be considered and these are transformational leadership, transactional leadership, and passive-avoidant leadership styles (Anderson, Nilson, and Rhodes, 2009). Sales volume will be measured from observed value of products that a consultant sells based on sales price. The variable will be measured on a ratio scale that is suitable for both descriptive and inferential statistics. Leadership potential will be measured through a pre-developed questionnaire, Leadership Practices Inventory, and using ratio scale (Kouzes, Posner, and Biech, 2010). The quantitative scope of the data means possible use of descriptive and inferential statistics for analysis. The Multifactor Leadership Questionnaire will be used to measure leadership style on an ordinal scale. This is because of an assumption of relative effectiveness of the leadership styles on the consultants’ effectiveness. Analysis of variance for difference in levels of effectiveness is therefore the suitable inferential statistic. Like age, level of education will be measured through a questionnaire to which participants will respond. It will be measured on an

Depending on what a European company decides to outsource to India, Essay

Depending on what a European company decides to outsource to India, the result may be very beneficial in several aspects even if it includes some disadvantages - Essay Example Measures that are set for companies that outsource to India and Indian venders ensure confidential data is stored on the servers of the outsourcing companies and Indian vendors have strongly controlled access. Although, the outsourcing may have adverse outcomes to the European company that decide to outsource to India, it may as well yield beneficial outcomes to this company. The economic crisis has made many European companies to decide the focus on India as an outsourcing objective for their information technology requirements (Schniederjans, 2005). Thus, these companies should ensure that the outsourcing contracts must be carefully drawn to protect their intellectual property rights. The European company outsourcing to India should not allow the team in India to know much about their business, but Indian should only understand the details of equity trading and settlement. However, the outsourcing will cause unemployment due to the introduction of information technology, but it is significant for European companies to outsource in India because they will have a competitive advantage in the global market. The competition will ensure that the profits decline in the long-run, and profits accrue to employees via more job creation, and to clients via cheaper prices. For instance, the research indicates that most European companies would gain new jobs in the long-run due to offshore information technology outsourcing to India (Schniederjans, 2005). Higher wages in India are one of the significant drivers of global outsourcing, and would cause the wage differential to narrow in the European companies. Meanwhile, the skill differentials and higher productivity as a result of outsourcing to India will tend to preserve Europe companies wage levels, with differentials decreasing gradually due to increase in the low end wages. The outsourcing is growing significantly in Europe due to labor

Company Law and Secretarial Practices Essay Example for Free

Company Law and Secretarial Practices Essay Incorporation means the process of legally declaring a corporate entity as separate entity from its owners. Incorporation has many advantages for a business and its owners, including: Protects the owners’ assets against the company’s liabilities. Allows for easy transfer of ownership to another party. Achieves a lower tax rate than on personal income. Receives more lenient tax restrictions on loss carry forwards. Can raise capital through the sale of the stock. Incorporation involves drafting a â€Å"Memorandum of Association† and an Articles of Association, which lists the primary purpose of the business and its location, along with the number of shares and class of stock being issued, if any. Incorporation will also involve state-specific registration information and fees. Those procedures are undertaken by a promoter who is a person who starts up a business, particularly a corporation, including the financing. The formation of a corporation starts with an idea. Pre-incorporation activities transform this idea into an actual corporation and the promoter is the individual who carries on these activities. Usually the promoter is the main shareholder or one of the management team and receives stock for his/her efforts in organization. Without incorporation, Company Law cannot stand by itself as law amended is critically meant to protect the shareholders as well as the member of the company which is incorporated. As mentioned above, incorporation tends to protect the welfare of the business and its owners in various perspectives like intellectual property, taxation and capital shares. In other words, Company law (or the law of business associations) is the field of law concerning companies. Furthermore, there are various types of company that can be formed in different jurisdictions as shown in Malaysian Company Act 1965 Section 14(2) which are: a company limited by guarantee. Commonly used where companies are formed for non-commercial purposes, such as clubs or charities. The members guarantee the payment of certain (usually nominal) amounts if the company goes into insolvent liquidation, but they have no economic rights in relation to the company. a company limited by guarantee with a share capital. A hybrid entity, usually used where the company is formed for non-commercial purposes, but the activities of the company are partly funded by investors who expect a return. a company limited by shares. The most common form of company used for business ventures. an unlimited company either with or without a share capital. This is a hybrid company, a company similar to its limited company (Ltd.) counterpart but where the members or shareholders do not benefit from limited liability should the company ever go into formal liquidation. Meanwhile, there are thousands of company law cases that showed that incorporation is the bedrock of formation of Company Law. As such, We held out a few cases here which clearly indicated the importance of Company Law in determining the court case related to incorporation. Salomon v A Salomon and Co Ltd [1897] AC 22 Corporate separate personality Salomon conducted his business as a sole trader. He sold it to a company incorporated for the purpose called A Salomon and Co Ltd. The only members were Mr Salomon, his wife, and their five children. Each member took one  £1 share each. The company bought the business for  £39,000. Mr Salomon subscribed for 20,000 further shares. However,  £10,000 was not paid by the company, which instead issued Salomon with series of debentures and gave him a floating charge on its assets. When the company failed the companys liquidator contended that the floating charge should not be honoured, and Salomon should be made responsible for the companys debts. Lord Halsbury LC stated: â€Å"†¦ it seems to me impossible to dispute that once the company is legally incorporated it must be treated like any other independent person with its rights and liabilities appropriate to itself, and that the motives of those who took part in the promotion of the company are absolutely irrelevant in discussing what those rights and liabilities are.† Hickman v Kent or Romney Marsh Sheep-Breeders Association ‘Outsider rights Hickman was a member of the Kent or Romney Marsh Sheep-Breeders Association. He began a court action complaining of various irregularities in the affairs of the association. Clause 49 of the Associations constitution stated that all disputes were to handled by arbitration. The question of whether a person who is not a member of the company has rights to sue on the ‘statutory contract provide by what is now section 33 of the Companies Act 2006 was considered . It was held that an outsider to whom rights are purportedly given by the companys articles in his capacity as an outsider cannot sue in that capacity, whether he is also a member of the company or not. From this case comes the fundamental concept that a company has a legal personality or identity separate from its members. A company is thus a legal ‘person. Macaura v Northern Assurance Co Ltd [1925] AC 619 Members have no interest in a companys property The owner of a timber estate sold all the timber to a company which was owned almost solely by him. He was the companys largest creditor. He insured the timber against fire, but in his own name. After the timber was destroyed by fire the insurance company refused the claim. The House of Lords held that in order to have an insurable interest in property a person must have a legal or equitable interest in that property. The claim failed as â€Å"the corporator even if he holds all the shares is not the corporation†¦ neither he nor any creditor of the company has any property legal or equitable in the assets of the corporation.† In a nutshell, the effect of incorporation which is embedded in Section 16(5) â€Å"On and from the date of incorporation specified in the certificate of incorporation but subject to this Act the subscribers to the memorandum together with such other persons as may from time to time become members of the company shall be a body corporate bby the name contained in the memorandum capable forthwith of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession and a common seal with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act† clearly demonstrated that the foundation of Company Law is the ‘company’ and that without incorporation and the creation of a separate corporate personality, there couldn’t be a base for the formation of Company law and Companies Act. 2. In practice, in no circumstances, is it possible to pierce the corporate veil between a parent and a subsidiary company. A company is an artificial person. Once it is incorporated, it comes into being and is a separate legal entity from its members and officers. The importance of the principle of separate legal entity was first established in the landmark case of Salomon v Salomon Co Ltd (1897). In this case, Mr Salomon was a sole-proprietor manufacturing boots. The business was successful. Mr Salomon incorporated a company and sold his business to the company in consideration for 20000 shares and debentures of  £10000 issued in favour of Mr Salomon. Mr Salomon ended up holding 20001 of the 20007 shares issued. The other six shared were held by his wife and five children as nominees for Mr Salomon. Unfortunately, the company experienced financial difficulty and was wound up. An action was brought against Mr Salomon to indemnify the company for all the debts due to its unsecured creditors. The House of Lords held that even though the business was managed by the same persons and the same hands received the profits, the company was not an agent or trustee for the members. Incorporation of the company created a separate person. The members were not liable in respect of the company’s obligations. The same applies to parent and subsidiary companies. Both parent and subsidiary companies has their own separate legal entity. One example is the case of The People’s Insurance Co (M) v The People’s Insurance Co Ltd (1986). In this case, the plaintiff company, People’s Insurance Co. (M) Sdn. Bhd. (PICMSB) was a subsidiary of the first defendants company, People’s Insurance Co. Ltd. (PICL). On 12 January 1978, five directors of PICMSM held a meeting. One of the directors was the Managing Director of the defendant (PICL), another one was General Manager and Director of the defendant (PICL), and another one was Executive Director of the defendant (PICL). During the meeting they passed a resolution that affected PICL. The defendant (PICL) denied any liability. The court held that: i. The parent and subsidiary companies are two separate legal entities; ii. Officers of the parent company who are on the Board of the subsidiary are not representatives of the parent company but sit at the Board Meeting as directors and agent of the subsidiary iii. A resolution of the Board of directors of the subsidiary does not bind the parent company. The resolution did not constitute a contract between the parties. Thus, it is held that the principle of separate legal entity applies as well to related companies, including wholly owned subsidiaries. In Adams v Cape Industries PLC (1990), the main defendant was an English registered company presiding over a group of companies whose business was in the mining (in South Africa), and marketing, of asbestos. The company had become the subject of a class action lawsuit in the United States, and the company tried to avoid fighting the case in the American courts on jurisdictional grounds. The Plaintiffs obtained a judgment against the English company in the American courts, but as Cape had no assets left in the U.S., they then sought to enforce the judgment against the principal company in the group in the English courts. The court accepted that the purpose of the corporate group structure set up by Cape Industries had been used specifically to ensure that the legal liability of a particular subsidiary would fall only upon itself and not the parent company in England. The court refused to pierce the veil of incorporation to allow the judgment creditor to enforce its judgment against the judgment debtor’s holding company. The court refused to treat both the subsidiary and holding companies as one single entity. However the legislature recognizes that there may arise circumstances when this principle of separate legal entity may lead to adverse positions, and thus have enacted statutory exceptions to lift the veil of incorporation under specified circumstances. Normally in new situations or circumstances, court decides on case by case basis to pierce the veil of incorporation. There are instances where the court held that the related companies do not have separate legal entities; they are indeed one legal entity. In DHN Food Distributors Ltd v London Borough of Tower Hamlets (1976), DHN carried on the business of operating a grocery on the property owned by one of its wholly owned subsidiaries. The property was compulsorily acquired by the authority which refused to pay compensation to DHN as it did not have any interest on the land. The English Court of Appeal held that the group operated as a single economic unit and thus DHN could recover the compensation due to them under law. In conclusion, in normal practice with no circumstances, it is not possible to pierce the corporate veil between a parent and a subsidiary company as mentioned in The People’s Insurance Co (M) v The People’s Insurance Co Ltd (1986) and Adams v Cape Industries PLC (1990). Only when there arise circumstances can only the corporate veil of a parent and subsidiary company be pierced. 3a. Joe and Mike issue sufficient RM1 shares to Luke to raise his stake to 40% to allow them to defeat the resolution of their removal from the board. The action proposed by Joe and Mike is not allowed under section 132D of Companies Act 1965. Section 132D(1) of the Act reads, â€Å"notwithstanding anything in a company’s memorandum or articles, the directors shall not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares†. Unless the power to issue shares has been vested in the members at a general meeting, the directors are not allowed to issue shares. Under this section, the company’s power to issue shares is not transferred from the directors to the members in general meeting. Rather, it imposes an obligation on the directors to obtain the approval of the company’s shareholders in general meeting before exercising their power to issue shares. When an allotment of shares takes place by the company without compiling without any statutory procedure, it is an irregular allotment. Although it is necessary to obtain only an ordinary resolution for the issuance of new shares, section 132D (5) requires such resolution to be lodged with the Registrar of Companies (ROC). When the minimum subscription is not received, it is an irregular allotment and it is void. The directors are liable to pay both the company and also to the allotee. On the other hand, prior approval of the members is not required if the shares issued are consideration or part consideration for the acquisition of shares or assets by the company. Section 132D (6A) provides that if the consideration for the shares in kind or partially in kind, it is sufficient for the directors to inform the members in writing at least 14 days before the shares are issued. The consequences for non compliance of section 132D are provided in section 132D (6) which reads, â€Å"Any issue of shares made by a company in contravention of this section shall be void and consideration given for the shares shall be recoverable accordingly†. In fact, the directors are liable to compensate the company and the allottee for any loss, damages or costs which might occur as a result of the breach. According to section 132D (7), â€Å"any director who knowingly contravenes, or permits or authorizes the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby†. Thus, Joe and Mike shall be liable to pay compensation to the company and Luke if any loss or cost incurred. However, the shareholders or creditor of the company may apply to the court for validation of the shares under section 63. If the court finds the issuance of shares is just and equitable, the court may order the validation of the shares which were not properly issued. In the case of Kepala Sawit (Teluk Anson) Sdn Bhd v Yeoh Kim Leng Ors (1991), the court held that â€Å"an act of the company which is irregular offers room for its regularization or validation by application of the just and equitable principles embodied in section 63†. Nevertheless, it seems to be impossible for the court to validate the shares in the situation above if any appeal is made. Besides that, the intention of Joe and Mike to raise Luke’s shares is to allow him to defeat the resolution of their removal from the board. Section 128 of the Companies Act 1965 provides for the removal of a director of a public company but no provision is made for the removal of a director of a private company. This is left to the company’s article. Article 69 of Table A provides that the company may by ordinary resolution remove a director. Thus, if Singing Stars Sdn Bhd’s article has adopted Table A, then the procedure provided in Section 128 has to be followed. Also, depending on the company’s article, either an ordinary or special resolution has to be passed in the meeting by the shareholders of the company. In business or commercial law, ordinary resolution is a resolution passed by the shareholders of a company generally affirmed by not less than 50% of the members casting their votes, whereas special resolution is generally affirmed by not less than 75% of members casting their votes. Therefore, even if Luke’s stake can be raised to 40%, he still can’t defeat the resolution because a resolution is passed based on the voting cast by the majority in the meeting. Hence, Tony shall not worry about Joe’s and Mike’s action in raising Luke’s stake to 40% by issuing shares as its legality is bounded by section 132D of Companies Act 1965. Also, the removal of a director is allowed when a resolution is passed in the meeting. With only Joe, Mike and Luke to defeat the resolution, the resolution to remove them off as the directors can still be passed. 3b. After this they will pass resolutions to remove Tony from the board and to replace him with Luke. Directors are agents of the company and thus owe a fiduciary duty towards the company. Section 4(1) of the Companies Act 1965 provides that, â€Å"director includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director†. Section 4(1) states that a director includes a de facto director, a shadow director and an alternate or substitute director. Sections 122(1) and (1A) of the Companies Act 1965 provides that, â€Å"every company shall have at least two directors, who each has his principal or only place of residence within Malaysia†. Sections 122(2) of the Companies Act 1965 provides that, â€Å"no person other than a natural person of full age shall be a director of a company†. This is clear that only a human being can be a director. Besides that, Section 122(2) imposes the minimum age of the director which is 18 years old. Thus, only a person who is 18 years old and above may be appointed as a director. Section 129 of the Companies Act 1965 provides that, â€Å"notwithstanding anything in the memorandum or articles of the company no person of or over the age of seventy years shall be appointed or act as a director of a public company or of a subsidiary of a public company†. A person who aged 70 years old and above can only be a director if the resolution appointing him as a director receives approval from at least 75% of the votes at the company’s annual general meeting. The office of a Tony as a director may become vacant if he is disqualified pursuant to the Companies Act 1965 or the articles of association, resigned from the position, removed from the board of directors and retires by rotation. Articles of association of the company provides that the office of a director shall become vacant if the director (a)ceases to be a director by virtue of the Companies Act 1965 (b)becomes a bankrupt or makes any arrangement or composition with his creditors generally (c)is prohibited from being a director by reason of any order made under the Companies Act 1965 (d)becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to metal disorder (e)resigns his office by notice in writing to the company (f)for more than six months is absent without the permission of the directors from meetings of the directors held during that period (g) without the consent of the company in general meeting holds any other office of profit under the company except that of managing director or manager (h)is directly or indirectly interested in any contract or proposed contract with the company and fails to declare the nature of his interest in a ma nner required by the Companies Act 1965. Tony will not be removed as he is not disqualified by the articles of association. The resignation of a director may take effect on the date which the board receives the letter of resignation, the date stated in the letter or according to the articles of association. Section 122(6) of the Companies Act 1965 provides that, â€Å"notwithstanding anything contained in this Act or in the memorandum or articles of a company or in any agreement with a company, a director of a company shall not resign or vacate his office if, by his resignation or vacation from office, the number of directors of the company is reduced below the minimum number required by subsection (1) and any purported resignation or vacation of office in contravention of this section shall be deemed to be invalid†. Tony does not take action to resign from a director. Tony will not be removed from the board. However, he may be removed from the board by an ordinary resolution. Section 128(1) of the Companies Act 1965 provides that, â€Å"a public company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between it and him but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove him shall not take effect until his successor has been appointed†. A public company may remove a director by ordinary resolution before the expiration of his term of office. The resolution is passed if it garnered more than half of the votes casted. A director of a public company is not possible to be removed by other director as provided in Section 128(8) which reads that, â€Å"a director of a public company shall not be removed by, or be required to vacate his office by reason of, any resolution request or notice of the directors or any of them notwithstanding anything in the articles or any agreement†. Thus, Joe and Mike are not able to remove Tony from the board. To remove a director, a special notice of the resolution is required to serve to the company at least 28 days before the scheduled members’ meeting as stated in Section 128(2) of the Companies Act 1965, â€Å"Notwithstanding anything to the contrary in the memorandum or articles of the company, special notice shall be required of any resolution to remove a director or to appoint some person in place of a director so removed at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting†. The special notice of ordinary resolutions is also called notice of intention is given by the members to the company at least 28 days before the scheduled meeting. Then the company must give at least 14 days’ notice to the members before the meeting is scheduled to be held. It is provided in Section 153 of the Companies Act 1965, â€Å" where by this Act special notice is required of a resolution, the resolution shall not be effective unless notice of intention to move it has been given to the company not less than twentyeight days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or ,if that is not practicable, shall give them notice thereof, in any manner allowed by the articles, not less than fourteen days before the meeting, but if after the notice of intention to move such a resolution has been given to a company, a meeting is called for a date twenty-eight days or less after the notice has been given, the notice, although not given to the company within the time required by this section, shall be de emed to be properly given†. The board of directors may attempt to undermine the members’ proposal to remove a director, the board may call for the meeting to be scheduled less than 28 days from the receipts of the members’ notice. Section 153 of the Companies Act 1965 provides that the meeting is not invalidated if it is held less than 28 days after the notice was given by the members to the company. In Soliappan v Lim Yoke Fan [1968] 2 MLJ 21, the High Court held that Section 128 was not mandatory. The power to remove directors under that section co-existed with any power contained in the articles of association. Therefore, 28 days notice is not necessary, the removal could be affected in accordance with the articles of association. However, on the facts the proper notice required under the articles of association had not been given either, so removed as director and consequently the plaintiff was not properly appointed as director of the company. If Tony is removed from the board, he may claim compensation or damages for the termination of his appointment as a director. Where the company has entered into a contract with Tony and the company breached it by removing him, then Tony has the rights to claim compensation. Section 128(7) of the Companies Act 1965 provides that, â€Å"nothing in subsections (1) to (6) shall be taken as depriving a person removed thereunder of compensation or damages payable by him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section†. Tony who is appointed as a director is not required to retire unless the articles of association provides so. Upon retirement, the shareholders may re-elect the directors who have performed but not those who failed to perform up to expectations. In See Teow Chuan Anor v YAM Tunku Nadzaruddin Ibni Tuanku Jaafar Ors [2007] 2 MLJ 212, the board of directors made a resolution that all executive directors must retire on attaining 55 years of age. The plaintiffs brought an action challenging the introduction of a new term into their existing contract that they should retire. The court held that the power to pass the resolution as to retirement of directors was a fiduciary power entrusted by the memorandum and articles of the Company. That power was used for a collateral or improper purpose, namely to remove the plaintiffs and was invalid. In conclusion, Joe and Mike are unable to remove Tony from the board and replace Tony with Luke. Tony will be removed from the board if he meets one of the events stated above. 3c. As an added incentive the shares will be issued to Luke for RM0.60 each to allow for a tidy profit. The issue here is whether Joe and Mike can issue shares to Luke at RM0.60 each to allow for Luke’s support towards them. The issuance of shares below the nominal value of RM1.00 is called issuance of shares at a discount. At common law, the issuance of shares below the par value (at a discount) is prohibited because it constitutes a reduction of share capital without confirmation by the High Court. Section 64 of the Companies Act 1965 requires a special resolution that authorizes the reduction of its share capital with the confirmation by the Court. Case : Re Wragg Ltd. Facts : A liquidator took up a court case seeking a declaration that certain shares in the company issued to two members and registered in their names as fully paid were not properly issued as fully paid up. The liquidator asked for an order that the two members pay the amounts unpaid thereon. Held : The transaction was wholly legitimate. Lindley L.J. stated â€Å"it is not law that persons cannot sell property to a limited company for fully paid-up shares and make a profit by the transaction. We must not allow ourselves to be misled by talking of value. The value paid to the company is measured by the price at which the company agrees to buy what it thinks it worth it while to acquire. Whilst the transaction is unimpeached, this is the only value to be considered.† However, there are two exceptions to the rule against issuing shares at a discount that are stated in Section 58 and 59 of Companies Act 1965. In occasions where the company enters into an underwriting agreement wherein the underwriter will subscribe the shares in the company if the shares are not taken, in return, the company agrees to pay the underwriter a fee. Section 58 of Companies Act 1965 recognises this commercial agreement provided that the payment of that commission is not more than 10% of the issued value of the shares and is authorized by the company’s articles. Section 59(1) of the Companies Act 1965 states that the company can issue shares at a discount of a class already issued if – (a) The discounted shares are authorized by ordinary resolution passed in general meeting of the company and is confirmed by Court order; (b) The resolution specifies the maximum rate of discount at which the shares are to be issued; (c) the company can only issue shares at a discount only after one year it is entitled to commence business; and (d) the discounted shares must be issued within one month from court’s confirmation or within extended time as allowed by Court. According to section 59(4), the discounted shares must be offered to existing members of that class based on pro rata basis. Failure to do so, the company and every officer who is in default shall be guilty of an offence punishable with a fine of RM1000 and default penalty in accordance with section 59(7) of the Companies Act 1965. Case : Ooregum Gold Mining Co of India v Roper Facts : The market value of the  £1 ordinary shares of the company was 2 shillings and 6 pence (2s 6d). The company issued preference shares of  £1 each with 15s credited as paid, leaving a liability of only 5s a share. Held: The holders of the discounted shares are liable to pay the full nominal value to the company. In common law, issuance of shares at a discount is prohibited but there are statutory exceptions under section 58 and 59 which enable the company to issue shares at a discount. In this case, Luke is not the underwriter of Singing Stars Sdn Bhd. Therefore, Joe and Mike cannot issues shares at a discount to him by virtue of section 58 of the Companies Act 1965. However Luke can be entitled to get the shares at a discount if the discounted shares are passed by a majority of members who are present and votes at the meeting and confirmed by the Court order, which specify the maximum rate of discounts are to be issued, commence it’s business after one year and issue the discounted shares issued within one month from court’s confirmation or within extended time as allowed by Court, then Luke can be entitled to the discounted shares after the existing shareholders are offered the discount. Luke will not be getting the shares at a discount because the most of shareholders are not satisfied with Joe and Mike and wanted to vote them from the board. Hence, the majority of them will win and Luke will definitely not getting his shares at a discount. If Joe and Mike insist on issuing the shares at a discount to Luke, the holder of the shares (Luke) may be liable to pay the full nominal value of the shares as stated in the Ooregum principle. Besides, the directors (Joe and Mike) who are responsible for the unlawful issue may be held liable to the company for the discount allowed. In conclusion, Tony can sue Joe and Mike for breach of companies act and they will be held liable to company in respect of the discount allowed. From the above Tony and the other four shareholders can vote to reject the acceptance of payment by land from Luke for the shares. Joe and Mike do not have the power to accept the payment without the knowledge of the members of the company. If the transaction is still done Section 132D(6) provides that the shares issued are void and the directors shall be liable to compensate the company and the person whom the shares were issued to for any loss, damages or costs which they may sustain as consequence of the breach. 3d. Luke has suggested that the company might accept some land which he owns as payment for the shares. Section 67 (1) of the Companies Act prohibits a company from: Financing the purchase of its own or its holding company’s shares Giving financial assistance for the purpose of or in connection with the purchase of its own or its holding company’s shares Dealing in or lending money on its own shares In the case of Datuk Tan Leng Teck v Sarjana Sdn Bhd, the plaintiff entered into a contract to sell a piece of land to the 2nd defendant, Pasti Hasil Sdn Bhd for a piece of land at a price of RM15, 896,995. According to the agreement, RM1,000,000 of the purchase consideration will be capitalized as paid-up capital for 1,000,000 shares in the SSB. PHSB had paid RM3,300,000 for the land to SSB and RM1,000,000 out of this payment had been considered as a payment for 1,000,000 shares in SSB. Thus, 1,000,000 shares had been allotted to Pasti Hasil Sdn Bhd. The court held that financial assistance has been given to Pasti Hasil Sdn Bhd as the defendant agreed to treat a portion of the sum owed by Pasti Hasil Sdn Bhd as payment for the shares. Section 67 (1) prohibits the company from giving financial assistance unless it is bona fide commercial transaction entered in good faith. As Pasti Hasil Sdn Bhd had not paid anything for the shares the share capital of the defendant had reduced. In the case of Belmont Finance Corporation Ltd v Williams Furniture Ltd (No 2), Belmont’s directors paid  £500,000 of Belmont’s money under a scheme to help a company called Maximum ( which was owned and controlled by a Mr. Grosscurth) to buy shares of Belmont. Goff LJ held that the agreement was unlawful and the payment was made by Belmont for an illegal purpose, namely to facilitate the purchase by Grosscurth and his associates of Belmont’s shares. Lord Denning in Wallersteiner v Moir (1974) propounded the following test: â€Å"You look to the company’s money and see what has become of in. You look to the company’s shares and see into whose hands they have got. You will then see if the company’s money has been used to finance the purchase.† Thus for this case if the company accepts Luke’s land as payment for the shares, it is not a bona fide commercial transaction entered in good faith and is prohibited by section 67(1). Thisi s because the land serves no specific purpose to the company and future benefits will not flow to the company through this entity. This means that the land is of no use to the company at the time of purchase which shows that it is not a bona fide commercial transaction. Furthermore this also shows that the company’s money paid to Luke for the land will be used to purchase its shares. If Joe and Mike accept this transaction, they will be guilty under section 67(3) of the Companies Act and section 67(4) provides that officers who are guilty are liable to compensate the company or any person who has suffered losses or damage as a result of the prohibited transaction. REFERENCES 1) http://www.scribd.com/doc/64780622/1/S128-1-Companies-Act-1965 2) http://www.ssm.com.my/files/clrc/consultation_documents/cd2.pdf 3) Chan Wai Meng (2012) . Company Law in Malaysia: Cengage Learning.