Foundation documents

Exercise 9

Part II. Corporation Documents

Presentation Task

Corporate Governance

The system of rules, practices and processes by which a company is directed and controlled. Corporate governance essentially involves balancing the interests of the many stakeholders in a company - these include its shareholders, management, customers, suppliers, financiers, government and the community. Since corporate governance also provides the framework for attaining a company's objectives, it encompasses practically every sphere of management, from action plans and internal controls to performance measurement and corporate disclosure.

Corporate governance became a pressing issue following the 2002 introduction of the Sarbanes-Oxley Act in the U.S., which was ushered in to restore public confidence in companies and markets after accounting fraud bankrupted high-profile companies such as Enron and WorldCom.

Most companies strive to have a high level of corporate governance. These days, it is not enough for a company to merely be profitable; it also needs to demonstrate good corporate citizenship through environmental awareness, ethical behavior and sound corporate governance practices

Company Corporate Governance

Find in Internet any US or UK or Australian etc company/ The link Investor relations will provide another link Corporate Governance. Another way of search is to print in the search window, for example,

Provide each document title with the appropriate definition:

Articles of Incorporation
Certificate of incorporation
Bylaws
Memorandum of Association
Articles of Association

1. - A foundation document that contains the regulations governing the relationships between the shareholders and directors of the company, and are a requirement for the establishment of a company under the law of the United Kingdom and many other countries.

2. - Rules and regulations adopted by an organization, corporation or similar entity for its internal administration and management. For example, by laws often identify the duties of officers, the schedule of meetings, the rules of voting etc.

3. - A legal document that sets out the company's name, where the registered office of the company is situated (in England, Wales or Scotland) and what it will do (its objects). The object of a company may simply be to carry on business as a general commercial company or support community activities in a club or association.

4. - A legal document that must be filed with a state in order to incorporate. Among the things it typically must include is the name and address of the corporation, its general purpose and the number and type of shares of stock to be issued...

5. - A legal document that constitutes the authorized state body’s approval of the foundation documents and that authorizes the legal entity’s operations in a particular state.

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