Networks Project Proposal Introduction

Networks Project Proposal Introduction Networks Project ProposalIntroduction: The home network has potential. It adds growth and knowledge. The home network is important to use and access internet connection easily in home wireless network. This network also provide many other benefits as well like as, sharing a file between your computers in your home network, sharing a media file, sharing a folders between your computers in your home wireless network.iStock This wireless network does not cost much and it has many benefits to provide to connect wireless and non wireless devices across the network. The current network is connected via cables so its wired network. A cable goes from study room to lounge and from bed room to main hall. Its not feasible to connect many devices together in home via cable network because its require cabling through out the home and many times just because of loose cabling you have to connection loss. To overcome this hurdles in home network and to connect additional devices easily to home network wireless networking is very beneficial, so I am approaching to upgrade this wired network to wireless network. So the vast benefit of wireless networking like as I can share my files and folders more easily with my laptop and desktop computers. I can access my pictures from desktop computer to mobile device via wireless home networking. To share a printer in your home network wireless networking is more feasible option to choose because, in wireless network we dont need to run a long cable from router to printer. We can adjust the printer anywhere in home and still it will be connected to your computer via wireless connection. Network up gradation provide the benefit of using more wireless clients easily. Rationale: Connecting computers together (or computer devices) has been a main concern since the beginning of the information age. In the beginning of the computer revolution computing relied heavily upon telecommunication technologies for sharing computing resources, mostly due to the cost and size of those resources. For years, computer networks were nothing more than dumb terminals connected to a supercomputer (mainframe) in another location. This was the beginning of the computer network as we know it today. This web curriculum is designed to assist students in their understanding of computer networks and to help them gain the necessary knowledge that will afford them the skills and abilities of designing and implementing their own personal computer network. Project Goals: Next-generation home networking environments will contain a variety of Internet-ready devices or embedded systems, which will result in increased complexity for the end user. New methods are therefore required to build autonomic networking infrastructures that enable auto-configuration and self-management of the networked elements. In future Internet-based home environments a variety of devices such as PCs, smart phones, networked appliances and embedded systems will be organized into infrastructures and will act together to form a new type of service provisioning platform. Todays typical home environments often contain a few of these Internet-ready devices; in the future there will be even more, including embedded systems like sensors and actuators that are also accessible via Internet technology (e.g. TCP/IP, HTTP, Web services etc). While on the one hand this gives users the freedom to access a rich variety of devices in the vicinity of their homes, on the other it increases the depth of knowledge required to understand what is happening in such a complex networking environment. Novel methods for autonomous networking as well as self-configuration, self-management, self-organization, self-protection and self-healing (self-x) of the networking elements can take responsibility for observing and controlling the home network without directly involving end users. Technology will revolutionize the tools that are used in the home of the near future. Embedded computing, sensing and actuation technologies-coupled with new infrastructure in the built environment itself-will combine to enable new opportunities to support the work of the home. The wireless home networking goal is to successfully connect wireless devices such as laptops, desktop computers, VoIP phone, wireless printer, and network storage drive and wifi cell phone. The other goal is to configure the wireless devices so they can share network folders and print wirelessly in home network and to successfully achieve that we need to install wireless router and cable modem in home wireless network. Resources: Cost: The cost to build network is illustrate bellow, Linksys wireless router Cable modem Wireless printer Virtual Lan Network storage drive (Netgear) Switch Router The cost for internet connection which is provided by ISP is not included in the proposed network cost. The devices which are used in home wireless network are under warranty by the manufacturer for 3years and the technical support is also provided. Research: Advantages Disadvantages of wireless network: Wireless network have advantages and disadvantages when compared with wired LANs. A WLAN will make it simple to add or move workstations and to install access points to provide connectivity in areas where it is difficult to lay cable. Temporary or semi permanent buildings that are in range of an access point can be wirelessly connected to a LAN to give these buildings connectivity. Where computer labs are used in schools, the computers (laptops) could be put on a mobile cart and wheeled from classroom to classroom, provided they are in range of access points. Wired network points would be needed for each of the access points. A WLAN has some specific advantages: It is easier to add or move workstations. It is easier to provide connectivity in areas where it is difficult to lay cable. Installation is fast and easy, and it can eliminate the need to pull cable through walls and ceilings. Access to the network can be from anywhere within range of an access point. Portable or semi permanent buildings can be connected using a WLAN. Although the initial investment required for WLAN hardware can be similar to the cost of wired LAN hardware, installation expenses can be significantly lower. When a facility is located on more than one site (such as on two sides of a road), a directional antenna can be used to avoid digging trenches under roads to connect the sites. In historic buildings where traditional cabling would compromise the faà §ade, a WLAN can avoid the need to drill holes in walls. Long-term cost benefits can be found in dynamic environments requiring frequent moves and changes. Wireless network also have some disadvantages: As the number of computers using the network increases, the data transfer rate to each computer will decrease accordingly. As standards change, it may be necessary to replace wireless cards and/or access points. Lower wireless bandwidth means some applications such as video streaming will be more effective on a wired LAN. Security is more difficult to guarantee and requires configuration. Devices will only operate at a limited distance from an access point, with the distance determined by the standard used and buildings and other obstacles between the access point and the user. Methodology: Solution: find-ip-address To overcome the technical issues take necessary steps to build wireless home network. To solve the wireless range problem with the 802.11b/g, in this network 802.11n wireless standard is chosen. So it will provide wide range of wireless network and it will be enough for small to medium size home. The wireless security is configured so the home wireless network can be protected. To protect wireless security WPA2 personal security encryption is configured and MAC address allocation is also configured so the wireless router will not provide access to any other device and the home wireless clients devices will be secured. The firewall is also enabled on Linksys wireless router so it will provide security from outside. From outside no one can hack your home network and harm the computer systems. The ultimate in wireless security measures, shutting down your network will most certainly prevent outside hackers from breaking in! While impractical to turn off and on the devices frequently, at least consider doing so during travel or extended periods offline. Computer disk drives have been known to suffer from power cycle wear-and-tear, but this is a secondary concern for broadband modems and routers. Summary: To build wireless home network, using this simple three-step approach: 1. Identify the WLAN design thats best for your situation 2. Choose good wireless gear 3. Install gear and test the configured WLAN Wireless offers tangible benefits over traditional wired networking. Each computer you wish to connect to a WLAN must possess a wireless network adapter. Wireless adapters are sometimes also called NICs, short for Network Interface Cards. Wireless adapters for desktop computers are often small PCI cards or sometimes card-like USB adapters. Try to install your wireless router in a central location within the home. The way Wi-Fi networking works, computers closer to the router (generally in the same room or in line of sight) realize better network speed than computers further away. In densely populated areas, its not uncommon for wireless signals from one persons home network to penetrate a neighboring home and interfere with their WLAN. This happens when both households set conflicting communication channels. Fortunately, when configuring an 802.11n router, you can change the channel number employed. For example, you may choose any WLAN channel number between 1 and 11. If you encounter interference from neighbors, you should coordinate channel settings with them. Simply using different channel numbers wont always solve the problem. However, if both parties use a different one of the channel numbers 1, 6 or 11 that will guarantee elimination of cross-WLAN interference. Wireless LANs suffer a few more reliability problems than wired LANs, though perhaps not enough to be a significant concern. 802.11n wireless signals are subject to interference from other home appliances including microwave ovens, cordless telephones, and garage door openers. With careful installation, the likelihood of interference can be minimized. Wireless networking products, particularly those that implement 802.11n are comparatively new. As with any new technology, expect it will take time for these products to mature. Wireless LANs using 802.11n support a maximum theoretical bandwidth of 300 Mbps. Furthermore, Wi-Fi performance is distance sensitive, meaning that maximum performance will degrade on computers farther away from the access point or other communication endpoint. As more wireless devices utilize the WLAN more heavily, performance degrades even further. Overall, the performance of 802.11n is sufficient for home Internet connection sharing and file sharing, but generally not sufficient for home LAN gaming.

Education Essay Essay

Education is a vital part of growing up. Without it, our potential cannot be utilized. We use education to make decisions, interact with others, and survive in general. In order for society to improve as a whole, we must use our education to improve on the knowledge we have already attained. Public education gives American citizens the chance to become critical thinkers, prepare for work, and compete in a global marketplace. Public education has transformed into a corrupt system. A system centered around the GPA. Getting a good percentage is the only thing that seems to be important in school. The only thing students care about is how they can pull off a 4.0. Even the teachers’ focus is on the grades. Teachers are rated based off how their students did on standardized tests and their grades. There is almost no focus on the pure attaining of knowledge. Once a student finishes a class, about 90% of the information they learned is lost. There is almost no importance on retaining knowledge after they finish testing on it. Students only about care their grades because that is what colleges look at. Everyone strives for that 4.0 GPA so they can get into their dream school. Once students get to college, their focus goes from learning to get a good grade to learning to prepare for their job. College students have to truly understand and retain the information they learn because it is important to their potential career paths. Although many problems can be found in public education, there are few that can actually be solved. Public education cannot be easily changed without disrupting the foundations of what public education does for students. If we change our focus from grades to pure learning, colleges would have no way of judging a student. It is the nature of the beast.

The Many Economic Applications of Shadow Price

In the strictest sense, a shadow price is any price that is not a market price. A price that is not based on actual market exchanges must then be calculated or mathematically derived from otherwise indirect data. Shadow prices can be derived for anything from a resource to a good or service. But this is just the tip of the iceberg. While economists tend to be committed to markets as a means of valuation, the lack of a market price is not necessarily a limitation of their research. In fact, economists recognize â€Å"goods† that carry societal value for which there are no markets to set a market price. Such goods might include the intangible like clean air. Conversely, economists also recognize that there exist goods that do have a market-traded value that is simply not a good representation of the good’s true societal value. For example, electricity produced from coal carries a market price that does not consider the impact or â€Å"social cost† of coal burning on the environment. It is in these scenarios that economists find it difficult to work, which is why the discipline relies on the calculation of shadow prices to give a â€Å"price-like† value to otherwise unpriced resources. The Many Definitions of Shadow Price While the most basic understanding of the term shadow price relates simply to the lack of a market price for some resource, good, or service, the meanings of the term as derived from its real-world uses relay a more complicated story. In the world of investments, shadow price can refer to the actual market values of a money market fund, which essentially refers to securities that are accounted for based on amortized cost rather than a value assigned by the market. This definition carries less weight in the world of economics. More relevant to the study of economics, another definition of shadow price denotes it as a proxy value of a good or intangible asset that is most often defined by what must be given up to gain an extra unit of the good or asset. Last, but not least, shadow prices can also be utilized to derive an inclusive value of the impact of a project, whether it be a benefit or costs, using stated preferences, making the process an extremely subjective one. In the study of economics, shadow prices are most often used in cost-benefit analyses in which some elements or variables cannot be otherwise quantified by a market price. In order to fully analyze the situation, each variable must be assigned a value, but it is important to note that the calculation of shadow prices in this context is an inexact science. Technical Explanations of Shadow Price in Economics In the context of a maximization problem with a constraint (or constrained optimization), the shadow price on the constraint is the amount that the objective function of the maximization would increase by if the constraint were relaxed by one unit. In other words, the shadow price is the marginal utility of relaxing the constant or conversely, the marginal cost of strengthening the constraint. In its most formal mathematical optimization setting, the shadow price is the value of a Lagrange multiplier at the optimal solution.

The Value Of A Investment Project Essay - 2252 Words

Companies invest its capital with the expectation that it will generate income or appreciate in the future and be sold at the higher price or expect some other benefits from it. When the company has several ways how to invest money it has to choose which one is better – they prioritize investment projects. The main criterion to choose an investment project is the value it would accumulate for the company in future. For the purpose of analyzing the value of the money that will be received in future and future value of the money that we invest today Discounted Cash Flow concept was developed. In simple terms, discounted cash flow tries to work out the value of a investment today, based on projections of how much money it s going to make in the future. DCF analysis says that an investment is worth all of the cash that it could make available to investors in the future. It is described as discounted cash flow because cash in the future is worth less than cash today. For example, let s assume that your friend asked you to choose between receiving 250 rubles today and receiving 250 rubles in a year. Chances are you would take the money today, knowing that you could invest that 250 rubles now and have more than 250 rubles in a year s time. If you turn that thinking on its head, you are saying that the amount that you d have in one year is worth 250 rubles today - or the discounted value is 250 rubles. Make the same calculation for all the cash you expect an investment toShow MoreRelatedInitial Erp Implementation Project And Assess The Value Of The Investment At This Time1631 Words   |  7 Pages1. Introduction Thank you for this opportunity to study your recent ERP implementation project and assess the value of the investment at this time. I will provide you a data brief of the current status, and I’ll offer guidance to propel you toward full realization of your investment. In short, the current status of your project is not projected to realize its planned ROI. In fact, you’ve incurred additional costs that could have been avoided. I will guide you through my findings about past effortsRead MoreCash Flow Per Period Of A Project790 Words   |  4 PagesPeriod is the time in which the initial cash outflow of an investment is expected to be recovered from the cash inflows generated by the investment. It is one of the simplest investment appraisal techniques. Formula The formula to calculate payback period of a project depends on whether the cash flow per period of the project is even or uneven. In case they are even, the formula to calculate payback period is: Payback Period = Initial Investment Cash Inflow per Period When cash inflows are uneven, weRead MoreAssignment 3-Capital Budgeting Analysis1724 Words   |  7 Pagesprocess chooses capital projects from a number of potential options based on several factors such as payback periods, internal rate of return, and the net present value for each project. Each factor should work together effectively to ensure the greatest return in the least amount of time. This paper will focus on determining the best financial outcome for a capital budget using these methods and calculations. To gain an understanding of the capital budget process, Project A and B will be analyzedRead MoreThe Main Tasks Of A Financial Manager1549 Words   |  7 Pagestasks of a financial manager, name investment decision, financing decision and dividend decision. Firstly, we will state our understanding of these terms in detail. Then, several quantitative models will be introduced about how to make correct investment decision, and we will explain the relevant qualitative issues that should be considered. In addition, we will discuss the relationship among the three types of decision. Finally, we will analyse articles about investment decision, financing decision andRead MoreTraditional Methods For Evaluating The Capital Investments Essay1020 Words   |  5 Pagestraditional methods for evaluating the capital investments of your selected company in the emerging markets t o reduce risk. Provide a rationale for your suggested methodology. Net present value in conjunction with internal rate of return are the best methods for evaluating the capital investments of your selected company in the emerging markets to reduce risk. Net Present Value (NPV) is the difference between the present value of cash inflows and the present value of cash outflows. NPV is used in capitalRead MoreCapital Budgeting Process Should Be Utilized1432 Words   |  6 Pagescompetitive in their perspective markets. They have found that this may be done by some type of investment(s), in the form of acquisition, and or merger. In the world of business, capital budgeting is one of the most important steps that a company or organization can take. This process is called Capital budgeting. Capital budgeting is a process that attempts to determine the future. Before any large project begins, the capital budgeting process should be utilized. Without capital budgeting, your companyRead MoreCorporate Budgeting : On Capital Budgeting1589 Words   |  7 Pagesbudgeting. In ordinary world capital budgeting means analyzing the profitability of investment. Further, how distinct principles are associated with the capital budgeting is explained. T his chapter also introduced a new principle, â€Å"Individual Respond to Incentives†. This principle elaborates how managers reacts towards the deserving incentives. Capital budgeting allow businesses determine best profit generating investment plan and evaluate its profitability. The Capital Budgeting process involve distinctRead MoreCaledonia Project939 Words   |  4 PagesCaledonia Project Team A James Kochiel, Erik Nutt, Lynnell Smothers, Derek Wright January 21, 2014 John Dewey 1. Why should Caledonia focus on project free cash flows as opposed to the accounting profits earned by the project when analyzing whether to undertake the project? Caledonia should focus on cash flows, because free cash flows can be reinvested when received, unlike accounting profits which are shown when earned, andRead MoreAdvantages And Disadvantages Of Investment Appraisal1679 Words   |  7 PagesThe Investment Appraisal are techniques used in an organisation’s overall strategy and decision of capital investment. In general capital investment appraisal are used for ranking projects. A firm can usually have many projects that are appraised at the same time and those techniques will compare the projects and once completed will determine the highest one and this will be implemented. The investment appraisal considered are: ARR, PAYBACK, NPV AND IRR. The ARR (Accounting rate of return) is theRead MoreCapital Budgeting Is A Means By Which Companies Can Evaluate The Long Term Economic Impact On Investment Projects1490 Words   |  6 PagesCapital budgeting is a means by which companies can evaluate the long-term economic impact of proposed investment projects. It comprises both a financial and investment component. The complex nature of capital budgeting offers measurability and accountability for making financial decisions regarding which investments are worthwhile in meeting an organization’s strategic plan. Financial simulations offer the opportunity to understand the complexity of capital budgeting. The New Heritage Doll Company

Statement of Purpose - 4243 Words

Statement of Purpose My name is Jasleen kaur. I have done my schooling from one of the prominent school of India. I joined it in 19.. and passed my schooling in 200... The decade inculcated the bulk of the learning I possess today. There after I joined .a.b.c†¦. college Barnala and did my graduation with Commerce. Completing my graduation I came through certain phases which led me to pursue management at PG level. Looking at the trend in the market, where there is a great competition in the economy, every qualified person dreams to pursue his career in the business, since it is one of the areas seeing unprecedent growth. So I appeared for MET and got admission in Punjabi university regional centre for IT and management, Mohali Phase†¦show more content†¦It would enable me to channel my quantitative and conceptual skills in analysing business issues and would open up new avenues in research. Subsequent to earning a Ph.D., I would like to apply for a faculty position at a leading university; and investigate issues concerned with technology as it affects organisation strategy, structure and systems. Review para2 I believe that my background in engineering and management has prepared me for such a career. I have found research fascinating since my engineering days, where I received the highest marks in the Department for my final-year undergraduate dissertation; and was judged to have presented the best paper at a Departmental seminar. My four years of engineering education have provided me with a strong grounding in mathematics (I stood first in my Department for each of the four Math papers) and the theoretical aspects of technology. Review para3 I joined ABC Business School in order to broaden my perspective and to improve my career prospects. Economics and psychology - subjects new to me - were interesting, and I enjoyed applying quantitative and conceptual skills to analyze business problems. I did very well in projects, desk research, workshops and class discussion, although academically I did not perform to my satisfaction (I finished with a GPA of 2.91, partly due to health reasons). I was voted as one of the ten most promising students in my batch, and received a national-level award for the bestShow MoreRelatedStatement of Purpose1126 Words   |  5 PagesStatement of Purpose Many professors, department websites, applications, and current graduate students will tell you that the statement of purpose is the most important part of the application. While the statement of purpose is the best way for the admissions committee to gauge your writing skills, it is quite different from the college admissions essay, or the law school personal statement. Admissions committees will not be looking for the most well-written essay with the catchiest introductionRead MoreThe Field Of Journalism And Education1320 Words   |  6 Pagesare minimal. The differences are noted in The School of Journalism and Media Studies, PAO Program Admissions section. The differences include: SDSU requires applicants to submit statement regarding what the individual’s research interest and goals are, and that applicants must also include a general statement of purpose, which details why the applicant wishes to attend the graduate program at SDSU (Weiss). An additional difference is t hat SDSU requires a minimal score of a 150 on the Graduate RecordRead MoreThe Core Elements Of My Research Topic, African American Males On Higher Education1436 Words   |  6 Pagesmy first memo, I focused on the core elements of my research topic, African-American males in higher education. Since our last meeting, I have taken time to reflect on your suggestions, and think about how to revamp my research questions and purpose statement. Most important, I have taken time to do self-reflection. Self-Reflection ï » ¿In a somewhat different approach to my first memo, I started this memo with my reflective thoughts. I took this approach because it lends to the process of discoveryRead MoreStatement of Purpose1069 Words   |  5 PagesSTATEMENT OF PURPOSE â€Å"A dream acted upon by confidence becomes an ambition and that when followed with determination defines the purpose of existence in its entirety† It is with a sincere sense of gratitude towards the opportunity given to me, I pen down this statement. Education not only expands the horizons of one s knowledge but also simultaneously implants an insatiable desire to acquire more and more knowledge. Knowledge is that which can enhance the strength of mind and therebyRead MoreStatement of Purpose804 Words   |  4 PagesStatement of purpose â€Å"Everything comes to us that belongs to us if we create the capacity to receive it.† Rabindranath Tagore. I’ve always believed that the answer to my destiny lies in creating the results that I desire. Success is never an accident, but is always by design. I believe perseverance, drive, passion and strength of character create the right formula for success. I schooled at one of Asia’s premier institutes, Mayo College Girls School. I was thrilled to discover myself here –Read MoreStatement of Purpose996 Words   |  4 PagesSTATEMENT OF PURPOSE The unprecedented explosion of corporations and financial services industry has brought about immense opportunities to utilize newer principles, methodologies, tools and practices in the field of finance. It is this challenging field in which I would like to gain expertise. ACADEMIC BACKGROUND Since school days, I have always been regarded as an academically brilliant, having been awarded scholar badge and merit certificate throughout my school and university education.Read MoreStatement of Purpose962 Words   |  4 PagesSTATEMENT OF PURPOSE FOR MS APPLIED STATISTICS. Right from childhood, I was fond of mathematics and how it had the ability to convey a lot of information with so little illustrations. This, together with my consistent good performance in mathematics throughout high school, was responsible for the nurturing of a special interest in it. This childhood zeal in the subject gradually crystallized into a more mature form as I stepped into higher studies. The most significant influence on myRead MoreStatement of Purpose1694 Words   |  7 PagesStatement of Purpose Name : Sphoorti Sangamesh Biradar Program Applied : Masters (MS) Major : Sports Management About me: I am very thankful for providing me this opportunity and it is with sincere sense of gratification that I pen down my brief statement of purpose before you. I am Sphoorti Sangamesh Biradar, 21 years old. I am studying B. Computer Science engineering final year in the reputed university Visvesvaraya Technological University (VTU) at college Sir.M.Visvesvaraya InstituteRead MoreStatement of Purpose588 Words   |  3 PagesSTATEMENT OF PURPOSE NAME : jinson.j.erinjeri Applying for M.S. IN INDUSTRIAL ENGINEERING Firstly I would like to introduce myself as an undergraduate student of the bachelor of engineering program From the M.S.Ramaiah institute of technology, one of the most prestigious institutions of the Bangalore U university . I have completed my course of engineering in the field of Industrial Engineering’, which was for a period of four years. I graduated in the first class with distinctionRead MoreStatement of Purpose745 Words   |  3 PagesStatement of Purpose Health Care is a Right Not a Privilege – Jan Spence, Kimberley Clark Foundation. Regrettably the above slogan perfectly suits the present condition of healthcare in my country. An endeavor to bring about a change is the prime motive for me in aspiring to be a Public Health Professional. In present time the world faces a lot of changes in healthcare systems. In my home country India lot of conversions are happening. The changes varies from eliminating chronic epidemic disease

Article Reflection Free Essays

In the article it goes over five steps to introduce vocabulary and to teach/ instruct it in a way that will actually resonate with the students. The 5 steps can be compared to the drill and kill method often used with vocabulary terms, which is useful sometimes, but the lasting knowledge is not as well remembered. The first step, key characteristics of vocabulary instruction, deal with multiple exposures, freeloading key vocabulary, and nonlinguistic representations, which we do in class through the use of brain pops, pictures rain during notes, and posters created in class about specific topics. We will write a custom essay sample on Article Reflection or any similar topic only for you Order Now Step two, is using those tier 3 words that are specific to our content with the mixture of tier 2 and tier 1 vocal. Step three, is a print rich environment where students have their work on the walls representing terms learned as well as posters or chances to write/read. Step four is building on vocabulary strategies or, to put in simple terms, routine of studying vocal. Step five is having digital tools to support the previous steps. I have put these strategies o use in my class with a very good response from my students. Overall they seem to be able to manipulate the terms and then reuse them in the proper way, but also using the term outside of the context learned. I consider this very good because most of the time students will simply use the examples giving in class; which is more memorization than actual retention and comprehension. Below I show you how used each step in class: Step 1: Exposing students to vocabulary in multiple ways such as: flash cards ‘posters created/stories/videos/did grams Step 2: In notes and explanations I use terms like infer, identity#y’, resolve, and other terms that can be used in other areas, but we partner them with tier 3 words that are specific to science. I have heard the students use words in multiple classes that we have studied in my class as well as others. For example they use infer a lot in both social studies and science. Step 3: Student have created their own print rich environment through creating posters, writing stories, giving explanation essays, and creating diagrams. Step 4: Students have learned what to expect when it comes to learning about new vocabulary in class. Typically it will be introduced in their notes along with a picture or demonstration so we may refer back to it. Then students will usually get some kind of worksheet that emphasizes the terms. Followed by hands on activity where they actually must apply those terms and manipulate. Final step is usually creating flashcards or simply answer vocabulary terms. How to cite Article Reflection, Papers

Corporation Laws for regulation and proper operation of companies

Introduction The regulation and proper operation of any company or corporation is completely dependent on the nature and manner in which the directors and other office bearers of the company perform their functions. This is so, because even though a company has a separate legal entity and it has its independent existence distinct from its members, nevertheless the company operates through its directors and office bearers and as such it is very important that they perform their tasks and duties diligently and honestly being compliant with the provisions of Corporations Law as well as their duties established under the Common Law and General Law as such. The present discussion conces a discussion of various duties enshrined upon Directors and other office bearers of the company under General Law as well as the provisions of the Corporations Act, 2001. For the purpose of this discussion, the nature of the post of directors and office bearers of a company in Australia has been discussed in order to gain an insight about the duties that they should be and which they are subject to. It is submitted in this regard that two landmark cases, namely ASIC v Rich (2003) 44 ACSR 6821 and ASIC v MacDonald (No 11) (2009) NSWSC2872 are pertinent to be noted as in these cases, very strong judgements have been passed with reference to the duties of directors and office bearers of the corporation. In these two cases, various facets of the duties that are entrusted upon the directors and office bearers of a corporation have been discussed. It is further submitted that in order to ascertain the duties that are entrusted upon the directors and office bearers of the corporation, various scholarly jouals have been referred to in order to give this discussion certain depth. The two landmark cases named above have been discussed in brief in order to ascertain various issues involved with the operations of the corporation. Nature of the post of office bearer and director of a corporation Section 9 of the Corporations Act, 20013 defines the term officer and director of the company. It is submitted in this regard, that the definition provided by section 9 of the Corporations Act, 2001 does not provide for the duties of the directors or office bearers of a company and merely refers to the appointment of the parties to the post of director or alteative director or to the post of officer. However as submitted earlier, it is being reiterated that a company operates through its officers as such and they are the ones who undertake to perform all the tasks that have to be performed by the company in management of its affairs and as such all the statutory responsibilities of a corporation have to be performed by the directors and office bearers of the company. It is submitted in this regard, that the director of a company stands in fiduciary capacity towards the company and its stakeholders. Since directors of a company are entrusted with performance of important functions inc luding taking important financial decisions on behalf of the company and as such it is very important that all directors and officers of the company act in the best interests of the company. Duties of Director of a corporation under General Law Generally it is observed that entities created under the provisions of a statute are goveed by the provisions of the particular law as such and in this regard it is submitted that since directors and officers of a company act in fiduciary capacity towards the corporation and its stakeholders they are entrusted with certain duties under General Law as well under the Law of Equity as the Commonwealth of Australia is a Common Law Country, the officers of the company are entrusted with certain duties under General Law as well and the same have been discussed briefly hereunder: General duties. Apart from the statutory duties imposed by the provisions of the Corporations Act, 2001 under Common Law, the directors and office bearers of a corporation may be subject to imposition of civil penalties in case they fail to perform their duties such as:Exercise their powers and perform their obligations with prudence, due care and caution with the commensurate skills that they need to exercise and which they profess to hold as office bearers of the company and the standard of care5 would be that of any reasonable person in the same given situation. The various parameters on which the actions of directors and office bearers of the company are tested are as follows:Whether the decision taken by the director or office bearer has been taken in good faith or not; Whether the director or the office bearer has or does not have any personal material interest in the subject matter of the decision taken on behalf of the company; Whether the director or the office bearer has made an informed judgement or the decision has been made recklessly; and Whether the director or the office bearer has acted under a bonafide belief that the judgement made by him is in the best interests of the corporation and various stakeholders of the company. The directors and office bearers of the corporation are obligated to mage and perform the task of conducting the trade or business of the company in the best interests of the company and its stakeholders. This requirement is not a mutually exclusive requirement but the director and office bearer of the company are obligated to take the surrounding circumstances of the company such as the type of company, its size, the regulatory obligations etc in consideration. The director and office bearers of a corporation are obliged to take all plausible and reasonable steps to ensure that they are placed in a position to monitor the management of the company and have a general understanding of the business and the dynamic economic conditions and their effect on the company. Requirement to act in good faith towards the company and its stakeholders is one of the most important duties imposed on the director or office bearer of a company and this duty is both a common law duty as well as one enshrined under section 180-184 of the Corporations Act, 2001. Directors and office bearers of a company must be of conflict avoiding nature and avoid conflict of interest with that of the companys ; Duties of Directors and Office bearers of Company under Corporations Law Apart from the aforementioned duties of directors and office bearers of a company or corporation, there are certain statutory duties imposed upon them by the virtue of the Corporations Act, 2001. Some important provisions in this regard have been enlisted briefly as hereunder: Section 180 of the Corporations Act, 2001: This is one of the most important provisions of the Corporations Law in the context of directors and office bearers duties under the statute and it imposes a duty to take reasonable care and caution and follow business judgement rule at all times while performing the functions of the company. Business judgement rule refers to taking a decision in the best interests of the company after due diligence in a manner in which a reasonable and prudent person would act in such a scenario. Section 181 of the Corporations Act, 2001: This section casts a duty to act in good faith at all times while acting in official capacity as the director or office bearer of the company. This rule acts both as a defence as well as a provision under which stringent liability can be imposed as this is the rudimentary requirement from the directors and office bearers of a company as they act in fiduciary capacity towards the company. While section 182 of the Act imposes a duty not to make improper use of position to make personal gains or for someone else at the cost of companys interests, section 183 of the Act prohibits abuse of the information gained through their position to gain an advantage for themselves or cause detriment to the company. Section 184 of the Corporations Act, 2001 is very important as it criminalises certain acts and offences committed by the directors and office bearers of the company. Section 588G of the Act imposes a duty upon the directors and office bearers of the company not to trade when the company is insolvent or when they are of the belief that the company would definitely go bankrupt if it undertakes the particular transaction. Sections 191-195 of the Corporations Act, 2001 entrust upon the directors and office bearers of a company to disclose any material interest in the subject matter of decision to the members of board of directors in advance. Sections 285 to 318 of the Corporations Act, 2001 provide for duties pertaining maintain proper records of financial transactions and to ensure that financial reporting is being done properly. In case the director or office bearer of a company does not perform these obligations, the courts may make a declaration of a contravention and impose a:   Monetary penalty a pecuniary penalty up to AUS$200,000;   Disqualification order to disqualify persons from managing companies;   Compensation order- to compensate the company for damage suffered by it. Under the Corporations Act, directors and office bearers of the company may be criminally liable if they violate following provisions as per section 184 of the Corporations Act, 2001:   If the directors and office bearers of the company exercise their powers and discharge their duties recklessly or dishonestly. This omission or act must be coupled with intention or utmost recklessness in order to give birth to criminal liability; or   Failure to prepare proper financial accounts and ensure accurate reporting of financial records. If a director is found to be criminally liable, he may be fined up to AUS$200,000 and/or imprisonment of up to five years.   falsification of records is something which the office bearers or the directors of a company should never indulge into because making false announcements is illegal and in this regard the landmark case of ASIC v MacDonald has been discussed in the later part of this discussion. Directors and office bearers of a corporation may also be held civilly and criminally liable for such conduct under the Corporations Act. The Corporations Act, 2001 prohibits insider trading and market rigging and any director or office bearer engaged in such activities may be subject to civil or criminal liability ASIC v Rich (2003) 44 ACSR 682 The aforementioned case has been a landmark case in many ways and in this case various principles regarding the disqualifications of directors were decided upon by the Supreme Court of New South Wales. In this case the main issue that had come up for the Courts consideration was whether the executive directors of One. Tel Telecommunications had failed to perform their duties in good faith and honestly in furtherance of provisions enshrined in sections 180 to 1849 of the Corporations Act, 2001. In this case it was alleged by ASIC that the executive directors of the company failed to perform their duties diligently in the months leading to collapse of the company. It was alleged by ASIC that the executive directors of the company violated their duties to keep the board of directors of the company about the companys solvency, true financial position of the company and the liabilities of the company prior to the collapse of the company. The Court held that the executive directors of the company had violated the provisions of section 180 of the Corporations Act, 2001. The Honble Court held that Mr Keeling, the joint managing director of the company failed to properly assess the financial position of the company prior to its collapse and failed to inform the board of directors of the company about the same. In this regard, the statement of Justice Kirby when the case went before the Honble High Court of Australia is incumbent to be discussed and the following is submitted as follows: He stated that being the director of a company is a privilege to be eaed each day [which] may be withdrawn for misconduct but also for incompetent, improper or lax activities in the functions of corporate management. It is submitted that the views of Honble Justice Kirby submitted above very clearly establish the nature of duties that the directors of a corporation are entrusted with. It is submitted that the aforementioned case witnessed a great expansion in the nature of the duty to act in good faith and to take the decisions of the company while keeping the best interests of the stakeholders of the company in mind. Accordingly, it is submitted that this case has established various benchmarks in regard to the duties of directors and officers of a company. In this case, the general performance of the board of directors was discussed and the manner in which the flow of information to the members of board of directors was also delved upon by the Court of Law. It is also submitted in this regard, that the court emphasised upon the need to establish a mechanism for prudent regulation of the performance of financial functions of the company. The Court laid special stress upon the need to ensure publ ic announcement of financial information and this was one of the major issues in the instant case. ASIC v MacDonald (No 11) (2009) NSWSC287 There were various issues in the aforementioned cases raised by the ASIC citing violation of various statutory duties enshrined in sections 180-184 of the Corporations Act, 2001 thereby contravening the duty to act in good faith and as such they were liable to be subjected to financial penalties (civil in nature). The first issue in consideration was that the Draft ASX announcement made by the company was false and it is submitted in this regard, that making false public announcements is a contravention of the provisions of the Corporations Act, 2001 and as such liable for imposition of penalties. ASIC alleged that there was failure to make declaration in regard to DOCI by the Company to ASX was also false and misleading and this action was violative section 1001 of the Corporations Act, 2001 and in this regard, the General Counsel and company secretary along with the Chief Executive Officer to advise the Board of Directors of the company that the DOCI information was required to be disclosed was violative of the duties of directors and officers of the companyunder section 180 of the Corporations Act, 2001 an it made them liable to imposition of civil penalties as such. Another relevant issue raised in this case was pertaining to approval of defective announcement in relation to ASX announcement by the same officer was a violation and contravention of the good faith requirement enshrined by the provisions of section 181 of the Corporations Act, 2001. The Honble Supreme Court upheld a lot of ASICs allegations against the company and in this case there were violations which had denied to the sufferers of the asbestosis disease on account of the operations of James Hardie Corporations operations and the funds assured to be for the benefit of the sufferers of the aforementioned disease were misappropriated and false information in this regard was provided vide public announcements media announcements etc. it is submitted in this regard, that the actions of the dire ctors and officers of the defendant company made them deserving to be penalised and the same was done quite rightly in the instant case. It is further submitted that in the instant case, there were wide ranging violations of the good faith provisions and requirements enshrined by the Corporations Act, 2001. The Honble Court even held that the test of section 52 of the Trade Practices Act, 1974 was satisfied vide the draft ASX announcement and that it was definitely a violation of the provisions of the Corporations Act, 2001. In this case Honble Justice Gzell also discussed the duties of directors and officers of a company from the perspective of Corporate Goveance and held that 10 directors of the company along with certain officers such as the company secretary and general counsel of the company had breached the statutory duties imposed upon them vide section 180 of the Corporations Act, 2001. Public announcements made by the directors and officers of the company must be true or be lieved to be true after a prudent and just analysis of the facts must be made because in this case the announcements made by the company assured the victims of the operations of the James Hardie Corporation that there was adequate funds for taking care of the compensation earmarked for the aforementioned victims and as such the actions of the director and officers of the company amounted to severe and gross violation of the provisions of Corporations Act, 2001. Conclusion It is submitted here that a perusal of the aforementioned submissions would clarify that the directors and office bearers of a company are entrusted with onerous responsibilities and duties which they must perform with utmost sincerity and honesty at all times because the provisions of the Corporations Act, 2001 provide for stringent action in case of statutory violations by the aforementioned members of the company. In this regard, it is submitted that in addition to the statutory duties, the directors and office bearers of the company are also saddled with common law duties and the duty to act judiciously and equitably at all times so that the sanctity of the corporation as an independent legal entity remains untaished and moreover the trust that the shareholders and other stakeholders of the company pose in them is not shaken because as responsible members of a company, the directors and office bearers of company are obliged to act in good faith and in case they fail to do so, not only do they incur personal criminal and civil liabilities as exemplified by the landmark cases discussed above, they also let down the company that they are members of.