Fairwood Annual Report

Contents Corporate Information Highlights and Financial Calendar Chairman’s Statement Financial Review Pro? le of Directors Report of the Directors Corporate Governance Report Independent Auditor’s Report Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Cash Flow Statement Notes to the Financial Statements Principal Subsidiaries Five-Year Group Financial Summary Investment Properties Held by the Group 2 4 6 12 15 18 33 41 43 44 45 47 48 49 51 131 134 136Corporate Information BOARD OF DIRECTORS Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To AUDIT COMMITTEE Peter Wan Kam To (Chairman) Ng Chi Keung Jos eph Chan Kai Nin Tony Tsoi Tong Hoo REMUNERATION COMMITTEE Joseph Chan Kai Nin (Chairman) Ng Chi Keung Peter Lau Kwok Kuen NOMINATION COMMITTEE Dennis Lo Hoi Yeung (Chairman) Peter Lau Kwok Kuen Peter Wan Kam To COMPANY SECRETARYMak Yee Mei AUDITOR KPMG SOLICITORS Mayer Brown JSM Reed Smith Richards Butler 2 FAIRWOOD HOLDINGS LIMITED PUBLIC RELATIONS CONSULTANT Strategic Financial Relations Limited Unit A, 29/F, Admiralty Centre 1 18 Harcourt Road, Hong Kong A PRINCIPAL BANKERS Standard Chartered Bank (Hong Kong) Limited The Bank of East Asia, Limited DBS Bank (Hong Kong) Limited The Hongkong and Shanghai Banking Corporation Limited The Bank of Tokyo-Mitsubishi UFJ, Limited Hang Seng Bank Limited Nanyang Commercial Bank, Limited Chong Hing Bank Limited Bank of China (Hong Kong) Limited UBS AG UFJ UBS AG REGISTERED OFFICECanon’s Court, 22 Victoria Street Hamilton HM12, Bermuda Canon’s Court, 22 Victoria Street Hamilton HM12, Bermuda HEAD OFFICE AND PRINCIPAL PLACE OF BU SINESS 2/F, TRP Commercial Centre 18 Tanner Road, North Point, Hong Kong PRINCIPAL REGISTRAR AND TRANSFER OFFICE HSBC Securities Services (Bermuda) Limited 6 Front Street, Hamilton HM11 Bermuda HSBC Securities Services (Bermuda) Limited 6 Front Street, Hamilton HM11 Bermuda HONG KONG BRANCH REGISTRAR AND TRANSFER OFFICE Computershare Hong Kong Investor Services Limited Rooms 1712-6, 17/F, Hopewell Centre 183 Queen’s Road East, Hong Kong WEBSITE www. fairwood. om. hk www. fairwood. com. hk STOCK CODE 52 52 3 Highlights and Financial Calendar HIGHLIGHTS 18. 295 9. 8% 1. 306 5. 4% 38. 0 40. 0 39% 100. 0 72. 0 16. 659 1. 238 Turnover was HK$1,829. 5 million (2011: HK$1,665. 9 million), up 9. 8% Pro? t was HK$130. 6 million (2011: HK$123. 8 million), up 5. 4% Proposed final dividend of HK38. 0 cents per share and a special final dividend of HK40. 0 cents per share to commemorate the 40th anniversary, representing a total dividend per share for the year increased by 39% to HK100. 0 cents (2011: HK72. 0 cents) Gross pro? t margin was 13. 4% (2011: 14. 5%) 24. 6% 98. 5 Return on average equity1 was 24. 1% (2011: 24. 6%) Basic earnings per share were HK104. 45 cents (2011: HK98. 55 cents) The year 2012 marked the 40th anniversary of Fairwood, our efforts had been recognised and obtained a number of awards related to brand, service and human resources management during the year 1 Note 1: Return on average equity is de? ned as pro? t for the year attributable to equity shareholders of the Company excluding the compensation received for surrender of a tenancy lease and the gain on disposal of non-current assets held for sale against the average total equity at the beginning and the end of the year 3. 4% 1 14. 5% 24. 1% 104. 45 FINANCIAL CALENDAR Interim results announcement Paid date of the interim dividend Annual results announcement 29 November 2011 23 December 2011 27 June 2012 Closure of register of members – Annual general meeting – Proposed fina l and special final dividends 7 September 2012 to 11 September 2012 (both days inclusive) 18 September 2012 to 20 September 2012 (both days inclusive) 11 September 2012 On or before 3 October 2012 Annual general meeting Payable date of the final and special final dividends 4 FAIRWOOD HOLDINGS LIMITED TURNOVER (HK$’m)PROFIT ATTRIBUTABLE TO EQUITY SHAREHOLDERS (HK$’m) 2,100 1,800 6% GR CA 1,665 1,665. 9 1,665. 9 ,665 1,562. 3 ,56 160 1,829. 5 1,829. 5 ,829. 5 140 120 100 101. 0 101. 0 0 0 % R7 AG C 130. 6 123 8 123. 8 1,500 1,200 1,433. 5 1,465. 5 1,465. 5 , ,465 93. 3 80. 0 80 900 60 600 300 0 40 20 0 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 CAGR: Compound Annual Growth Rate BASIC EARNINGS PER SHARE (HK cents) NET ASSETS (HK$’m) 100 98. 55 104. 45 104. 45 500 467. 7 503. 7 80 79. 02 74. 21 450 412. 6 63. 56 400 370. 0 374. 9 60 350 40 300 20 250 0 2008 2009 2010 2011 2012 200 2008 2009 2010 011 2012 5 Chairman’s Statement TO OUR SHAREHOLDERS On be half of the Board of Directors (the â€Å"Board†), I am pleased to present the annual results of Fairwood Holdings Limited (the â€Å"Company†) and its subsidiaries (collectively referred to as the â€Å"Group†) for the year ended 31 March 2012. FINANCIAL RESULTS 9. 8% 16. 659 1. 306 5. 4% 1,350 1,560 8. 2% 1. 082 18. 295 13. 4% 14. 5% 1. 238 During the year under review, the Group recorded a turnover of HK$1,829. 5 million, up 9. 8% over the previous year (2011: HK$1,665. 9 million). Gross pro? t margin registered a slight decrease to 13. % (2011: 14. 5%). Pro? t attributable to equity shareholders was HK$130. 6 million (2011: HK$123. 8 million), representing a rise of 5. 4%. Excluding the compensation received for surrender of a tenancy lease of HK$13. 5 million and the gain of HK$15. 6 million on property disposal last year, pro? t from core operating activities registered a year-on-year increase of 8. 2% to HK$117. 1 million (2011: HK$108. 2 million). Basic earnings per share were HK104. 45 cents (2011: HK98. 55 cents). 1. 171 104. 45 98. 55 DIVIDENDS 38. 0 32. 0 12. 0 22. 0 20. 0 100. 0 72. 0 95% 8. 40. 0 The Board recommends to pay a ? nal dividend of HK38. 0 cents (2011: HK32. 0 cents) per share and a special ? nal dividend of HK40. 0 cents (2011: HK12. 0 cents) per share for the year ended 31 March 2012. Together with the interim dividend of HK22. 0 cents (2011: HK20. 0 cents and a special interim dividend of HK8. 0 cents) per share paid during the year, the total dividend for the year ended 31 March 2012 amounts to HK100. 0 cents (2011: HK72. 0 cents) per share, representing a total distribution of approximately 95% of the Group’s pro? t for the year.The proposed ? nal and special ? nal dividends will be paid on or before Wednesday, 3 October 2012 to shareholders whose names appear on the Register of Members of the Company at the close of business on Thursday, 20 September 2012. 6 FAIRWOOD HOLDINGS LIMITED BUSINESS REVIEW H ong Kong The Hong Kong market continued to deliver satisfactory results in the 2011/12 ? nancial year, with both turnover and same store sales achieving pleasing growth, contributed by our higher value innovative products, astute pricing strategy, and well-planned network expansion. The operating nvironment was challenging partially due to the minimum wage legislation coming into effect, along with a continuous rise of food costs and rental levels. However, we are delighted that we managed to overcome the hurdles and maintained a solid gross pro? t margin. Over the years, our visionary management team has evaluated a variety of means to improve competitiveness. The central food processing plant, the SAP Enterprise Resources Planning System, and the ? exible scheduling shift were measures that enabled us to stand out from our peers and sustain bottom-line growth despite changes in the market environment.Our central food processing plant in Tai Po is now in full operation, standardisi ng food quality and delivering an assured supply of safe, high-quality products at competitive prices. Through continuous efforts in improving ef? ciency and economies of scale, we have been able to lower both food and labour costs further. In addition to our core fast food business, we have developed more specialty restaurant brands targeting different consumer segments. Kenting Tea House, Buddies Cafe and Curry Factory have been in operation in the Hong Kong market.Our plan is to introduce these specialty restaurants to Mainland China when the business models are strengthened. SAP 7 Chairman’s Statement 19. 1% Mainland China Fairwood has adopted an expansion strategy in Mainland China during the year. Recognised for our quality, our stores are highly popular among the locals, and we have also extended our network of restaurants to major northern cities such as Beijing and Tianjin. Over the years, we have made headway in understanding the market by conducting market research which has enabled us to successfully capture local consumers’ palates and preferences.The results of our efforts have been positive with an excellent sales growth of 19. 1% recorded for the past year. We will continue to expand our business and to strengthen the pillars of our brand in Mainland China. Network During the year under review, the Group opened 10 new fast food stores including 6 in Hong Kong and 4 in Mainland China. As at 31 March 2012, the Group has a total of 108 stores in operation in Hong Kong, including 101 fast food stores, 2 Buddies Cafes and 5 specialty restaurants.In Mainland China, the Group operates 19 fast food stores. Corporate Recognition We believe that people and customers should always come ? rst, and thus have continuously strived to satisfy the needs of customers through the quality of both the food and the dining experience to deliver the pledge of our brand. The management is delighted to see its efforts acknowledged by the business community through various accolades received during the year. The Group has been honoured with awards in three main sectors – Brand, Service, and Human Resources Management.Our efforts have been recognised in the brand-related awards that we have garnered as follows during the year: 8 FAIRWOOD HOLDINGS LIMITED – 2011 – â€Å"Hong Kong Top Service Brand Awards 2011† by The Chinese Manufacturers’ Association of Hong Kong and Hong Kong Brand Development Council â€Å"Hong Kong Proud Brands Award† by The Chinese University of Hong Kong and Ming Pao Newspapers Limited Excellent service can enhance customer loyalty through offering a comfortable and enjoyable dining experience.Our commitment has been rewarded by the following service-related awards we received during the year: 2011 – â€Å"2011 Hong Kong Awards for Industries: Customer Service Grand Award† by the Hong Kong Retail Management Association â€Å"Service & Courtesy Award† b y the Hong Kong Retail Management Association â€Å"Customer Service Excellence Award† by the Hong Kong Association for Customer Service Excellence â€Å"Hong Kong International Airport Customer Service Excellence Programme: Team Award and Individual Award† by The Airport Authority Hong Kong â€Å"2011 Total QualityService Regime: Quality Service Award in the General Retail – Food and Beverage (Self-serve) Category† by MTR Corporation – – – 2011 – By adhering to our motto: â€Å"Enjoy Great Food, Live a Great Life†, we care for our employees as well as our customers.We are pleased that our efforts in implementing family-friendly employment policies and practices within and beyond the working environment have been acknowledged in the following citations and awards: 2011 ERB – – – â€Å"2011 Distinguished Family-Friendly Employer† by the Family Council â€Å"ERB Manpower Development Scheme Awar d† by the Employees Retraining Board â€Å"Catering Industry Safety Awards† by the Labour Department and Occupational Safety & Health Council 9 Chairman’s Statement PROSPECTS , , , , , As we embark on our 40th year of operation, we will continue to step up our efforts in gaining insights into consumer preferences while closely monitoring the market situation in Hong Kong and Mainland China so that we could align our strategies to achieve the optimal performance. We are optimistic that we can advance our business forward in this year of historical significance for the Group. At the same time, we will remain committed to our stakeholders and the community. In particular, we will further strengthen our relationships with our consumers, suppliers, employees and shareholders.Our efforts have earned us continuous support from customers over the course of four decades. Our first priority has always been to deliver a consistently excellent dining experience by pro viding quality food and service at an affordable price. Innovative delicious products, exciting marketing promotions and creative advertising campaigns are also planned for the coming year to attract more customers. Underpinning all of our efforts is our unwavering commitment to soliciting our customers’ opinions and endeavouring our best to improve our menu and products to meet their preference and maintain their loyalty.At Fairwood, our suppliers are important to our success and we treat them as our long term partners. We will continue to adopt a global procurement strategy to source authentic and quality raw materials and to proactively control food costs. Furthermore, it is highly essential for us to maintain good relationships while closely monitoring both our new and existing vendors to ensure an uninterrupted supply of tasty food that our customers have come to expect. , ?, , ,? , ,? ?, , , , , ,? , , , 10 FAIRWOOD HOLDINGS LIMITED One of the most impor tant factors behind our success is our highly experienced and loyal employees. Our employees are treated as members of a big family; their job satisfaction is thus one of our key concerns. Towards this end, the management encourages work-life balance by introducing internal and external activities for colleagues’ bene? and enjoyment. Moreover, we continue to provide comprehensive on-the-job training and reward our top performing employees accordingly. Last but not least, we believe ongoing communication and operational transparency are the keys to sustaining our relationship with our shareholders. As always, we will pay attention to our shareholders’ advice, strengthen our business model, improve our competitiveness, and achieve satisfactory returns in appreciation of their loyalty and support. APPRECIATIONStepping into Fairwood’s 40th anniversary, I would like to once again express my deepest appreciation to our dedicated staff and management team. It has not b een easy tackling the various challenges over the years, yet hand-in-hand we have managed to weather through good and bad times. I also wish to extend my gratitude to our customers, fellow directors, business partners and shareholders, for their valuable contributions and support down through the years. I am proud to be part of the Fairwood family, and we look forward to celebrating more decades of success together.Dennis Lo Hoi Yeung Executive Chairman Hong Kong, 27 June 2012 11 Financial Review Liquidity and Financial Resources 8. 068 8,400 3. 559 3. 346 2. 506 1. 5 5. 037 4. 677 The Group ? nances its business with internally generated cash ? ows and available banking facilities. At 31 March 2012, the Group had bank deposits and cash amounting to HK$265. 3 million (2011: HK$253. 7 million), representing an increase of 4. 6% from 2011. Most bank deposits and cash were denominated in Hong Kong dollars, United States dollars and Renminbi. At 31 March 2012, the Group had total bank l oans of HK$31. million denominated in Hong Kong dollars (2011: HK$41. 9 million denominated in Hong Kong dollars and Renminbi). All of the Group’s bank borrowings were subject to the ? oating rate basis and the maturity of borrowings are up to 2019. The unutilised banking facilities were HK$271. 1 million (2011: HK$270. 6 million). The gearing ratio of the Group dropped to 6. 2% (2011: 9. 0%), which was calculated based on the total bank loans over total equity. 1. 3 2. 444 7. 809 1. 115 At 31 March 2012, the Group had total assets of HK$806. 8 million (2011: HK$780. 9 million).The Group’s working capital was HK$111. 5 million (2011: HK$84. 0 million), represented by total current assets of HK$355. 9 million (2011: HK$334. 6 million) against total current liabilities of HK$244. 4 million (2011: HK$250. 6 million). Current ratio, being the proportion of total current assets against total current liabilities, was 1. 5 (2011: 1. 3). Total equity was HK$503. 7 million (201 1: HK$467. 7 million). 2. 653 4. 6% 2. 537 3,100 4,190 2. 711 9. 0% 2. 706 6. 2% Pro? tability 24. 1% 24. 6% Return on average equity was 24. 1% (2011: 24. 6%), being pro? s attributable to equity shareholders of the Company excluding the compensation received for surrender of a tenancy lease and the gain on disposal of non-current assets held for sale against the average total equity at the beginning and the end of the year. 12 FAIRWOOD HOLDINGS LIMITED Capital Expenditure 6,840 6,650 During the year, the capital expenditure was approximately HK$68. 4 million (2011: HK$66. 5 million) and these amounts were mainly used for new and existing shops renovation. Financial Risk Management The Group’s receipts and expenditures were mainly denominated in Hong Kong dollars and Renminbi.The impact of the ? uctuation in exchange rate is immaterial to the Group’s ? nancial position. The Group is exposed to foreign currency risk primarily through cash at bank that are denominated i n a currency other than the functional currency of the operations to which they relate. The currencies giving rise to this risk are primarily United States dollars and Renminbi. As United States dollar is pegged to Hong Kong dollar, the Group does not expect any signi? cant movements in the United States dollar/Hong Kong dollar exchange rate.The Group ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates where necessary to address short term imbalances. For the purpose of offsetting the exposure of the interest rate ? uctuation, the Group had entered certain forward interest rate swaps with ? nancial institutions. The swaps were arranged to match the maturity of the repayment schedule of certain bank loans with the maturity over the next 4. 5 years and had the ? xed swap rates ranging from 2. 63% to 2. 74%. 4. 5 2. 74% 2. 63% Charges on Group’s AssetsAt 31 March 2012, the net book value of properties pledged as secu rity for banking facilities granted to certain subsidiaries of the Group amounted to HK$48. 3 million (2011: HK$48. 3 million) and no bank deposits and cash was used to pledge any loans or banking facilities. 4,830 4,830 Commitments 4,570 4,140 2,020 2,370 The Group’s capital commitments outstanding at 31 March 2012 were HK$45. 7 million (2011: HK$41. 4 million). Included in capital commitment outstanding at 31 March 2012 was an amount of HK$20. 2 million (2011: HK$23. 7 million) for the future development of the central food processing plant.In addition, the Group had other outstanding commitments of HK$0. 9 million at 31 March 2012 (2011: HK$8. 6 million) in respect of the contracting fee for operation of a fast food restaurant not provided for in the ? nancial statements. 90 860 13 Financial Review Contingent Liabilities At 31 March 2012, guarantees are given to banks by the Company in respect of mortgage loans and other banking facilities extended to certain wholly-owned subsidiaries. As at the end of the reporting period, the Directors do not consider it probable that a claim will be made against the Company under the guarantee arrangements.The maximum liability of the Company at the end of the reporting period under the guarantee is the amount of the facilities drawn down by all the subsidiaries that are covered by the guarantees, being HK$77. 6 million (2011: HK$84. 0 million). The Company has not recognised any deferred income in respect of the guarantee as its fair value cannot be reliably measured and there is no transaction price. 7,760 8,400 Employee Information 4,600 4. 434 4,600 5. 061 At 31 March 2012, the total number of employees of the Group was approximately 4,600 (2011: 4,600).Staff costs for the year were approximately HK$506. 1 million (2011: HK$443. 4 million). Employees’ remuneration is commensurate with their job nature, quali? cations and experience. Salaries and wages are normally reviewed annually based on performance appraisals and other relevant factors. The Group continues to offer competitive remuneration packages, share options and bonus to eligible staff, based on the performance of the Group and the individual employees. Also, the Group has committed to provide related training programme to improve the quality, competence and skills of all staff. 14FAIRWOOD HOLDINGS LIMITED Pro? le of Directors Executive Directors ^ Neblett Investments Limited XV Mr Dennis Lo Hoi Yeung^, aged 60, is the Executive Chairman of the Company. He graduated from the Parsons School of Design with a Bachelor Degree in Fine Arts and also attended a course on food and beverage management at New York University. After completion of his studies in the U. S. A. in 1977, Mr Lo returned to Hong Kong and obtained a Master Degree in Business Administration. In 1981, Mr Lo joined Fairwood Fast Food Limited. In 1991, he played a major role in the listing of the Company.Mr Lo was the Managing Director of the Company from 1991 to 1999. He was appointed the Chairman and Chief Executive of the Company in January 2000. On 1 January 2009, Mr Lo relinquished his role as Chief Executive but remained as the Executive Chairman of the Company. He is also a director of various subsidiaries of the Company. Mr Lo is a director of Neblett Investments Limited which has discloseable interests in the shares of the Company under the provisions of Part XV of the Securities and Futures Ordinance. Mr Chan Chee Shing, aged 58, is the Chief Executive Of? er of the Company. He received a Bachelor of Arts Degree in Economics from the University of Manitoba, Canada in 1977 and a Master of Business Administration Degree from the University of East Asia, Macau in 1987. Mr Chan has over 30 years’ experience in marketing. Prior to joining the Group, he worked as a senior executive for a restaurant group which is listed on The Stock Exchange of Hong Kong Limited (the â€Å"Stock Exchange†). Mr Chan joined the Group in 19 95. He was appointed a Director of the Company in January 1998 and was appointed Chief Executive Of? er of the Company on 1 January 2009. Mr Chan is also a director of various subsidiaries of the Company. Ms Mak Yee Mei, aged 45, is the Executive Director of the Company. She holds a Bachelor of Science Degree in Economics, a Master of Science Degree in Finance and a Master Degree in Business Administration. She is an Associate Member of the Institute of Chartered Accountants in England and Wales and the Chartered Institute of Management Accountants as well as a Fellow Member of the Association of Chartered Certi? ed Accountants and the Hong Kong Institute of Certi? d Public Accountants. Ms Mak has extensive experience in auditing, accounting and ? nancial management. Prior to joining the Company, she had held senior management positions in several companies the securities of which are listed on the Stock Exchange. Ms Mak joined the Company in 2004 and was appointed Executive Directo r, Company Secretary and Authorized Representative of the Company on 1 January 2010. She is also a director of various subsidiaries of the Company. 15 Pro? le of Directors Non-executive Director *# Mr Ng Chi Keung*#, aged 63, is the Non-executive Director of the Company.He holds a Master Degree in Business Administration. He is an Associate Member of the Institute of Chartered Accountants in England and Wales, the Hong Kong Institute of Certi? ed Public Accountants and the Chartered Institute of Management Accountants. Mr Ng has over 30 years’ experience in ? nance and management. Prior to joining the Group, he held senior management positions with a number of well-known local and overseas multinational companies. Mr Ng joined the Group in 1994 and was appointed a Director of the Company in November 1995.He was re-designated as a Non-executive Director of the Company from 1 January 2010 following his retirement from the Group. At the same time, Mr Ng was also appointed as a m ember of the Audit Committee and remains as a member of the Remuneration Committee of the Company. Mr Ng is an Independent Nonexecutive Director of Soundwill Holdings Limited which is listed on the main board of the Stock Exchange. Independent Non-executive Directors *# Mr Joseph Chan Kai Nin*#, aged 64, was appointed an Independent Non-executive Director in 1991.He graduated from The University of Hong Kong, the University of Strathclyde and The Chinese University of Hong Kong. He holds a Bachelor of Arts Degree, a Diploma in Social Work, a Master of Business Administration Degree and a Master of Education Degree. He is a Fellow Member of the Institute of Human Resources Management. Mr Chan has over 30 years’ experience in human resources development in public, commercial and educational sectors. He is currently Director of the Student Development Services, City University of Hong Kong.Dr Peter Lau Kwok Kuen#^, aged 59, was appointed an Independent Non-executive Director in September 2000. He holds a Doctorate Degree in Business Administration from The Hong Kong Polytechnic University, an MBA Degree from the University of Calgary in Canada and a Master of Buddhist Studies from The University of Hong Kong. He is a member of The Canadian Institute of Chartered Accountants and the Society of Certi? ed Management Accountants of Canada. Dr Lau had over 12 years of management and accounting experience in the private and public sectors in Canada prior to returning to Hong Kong in 1987.Dr Lau is currently the Chairman and Chief Executive of Giordano International Limited and was an Independent Non-executive Director of Hsin Chong Construction Group Limited from 2002 to 2010, both of which are listed on the main board of the Stock Exchange. He also serves as an ex-of? cio member of the Faculty Advisory Committee of the Faculty of Business at The Hong Kong Polytechnic University as well as Adjunct Professor of Marketing at City University of Hong Kong. #^ 16 FAI RWOOD HOLDINGS LIMITED * Data Modul AG Mr Tony Tsoi Tong Hoo*, aged 47, was appointed an Independent Non-executive Director in November 2008.He graduated from the University of Western Ontario, Canada with an Honours Degree in Business Administration in 1986. Mr Tsoi is an Executive Director and the Chief Executive Of? cer of Varitronix International Limited, an Executive Director of ReOrient Group Limited, a Nonexecutive Director of China WindPower Group Limited and Zhidao International (Holdings) Limited (formerly known as â€Å"Ocean Grand Holdings Limited†), all of which are listed on the main board of the Stock Exchange. He is also the Deputy Chairman of the supervisory board of Data Modul AG, which is listed on the Frankfurt Stock Exchange.Mr Peter Wan Kam To*^, aged 59, was appointed an Independent Non-executive Director of the Company and the Chairman of the Company’s Audit Committee in September 2009. He is a Fellow Member of Hong Kong Institute of Certi? ed P ublic Accountants and the Association of Chartered Certi? ed Accountants. Mr Wan was a former partner of PricewaterhouseCoopers Hong Kong and China ? rm. He has been a practicing accountant in Hong Kong for over 30 years and has extensive experience in auditing, ? nance, advisory and management.Mr Wan is currently an Independent Director of Mindray Medical International Limited (a company listed on the New York Stock Exchange, USA) and RDA Microelectronics, Inc. (a company listed on the NASDAQ). Mr Wan is also an Independent Non-executive Director of several companies listed on the Stock Exchange, namely China Resources Land Limited, Dalian Port (PDA) Company Limited, GreaterChina Professional Services Limited and Huaneng Renewables Corporation Limited. He was formerly an Independent Non-executive Director of Real Gold Mining Limited, which is listed on the main board of the Stock Exchange. # ^ *^ * # ^ Member of the Audit Committee Member of the Remuneration Committee Member of the Nomination Committee 17 Report of the Directors The Board of Directors (the â€Å"Board†) of Fairwood Holdings Limited (the â€Å"Company†) has pleasure in submitting their annual report together with the audited ? nancial statements of the Company and its subsidiaries (collectively referred to as the â€Å"Group†) for the year ended 31 March 2012. Principal Place of Business Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda The Company is incorporated in Bermuda. Its registered of? e is situated at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda and principal place of business is situated at 2/F, TRP Commercial Centre, 18 Tanner Road, North Point, Hong Kong. Principal Activities The principal activity of the Company is investment holding. The Group is principally engaged in the operation of fast food restaurants and property investments. The principal activities and other particulars of the principal subsidiaries are set out on pages 131 to 133 to the ? nancial statements. The analysis of the principal activities and geographical locations of the operations of the Group during the ? ancial year are set out in note 3(b) to the ? nancial statements. 131 133 3(b) Major Customers and Suppliers For the year ended 31 March 2012, the aggregate amount of turnover and purchases attributable to the Group’s ? ve largest customers and suppliers represent less than 30% (2011: less than 30%) of the Group’s total turnover and purchases respectively. 30% 30% Financial Statements The pro? t of the Group for the year ended 31 March 2012 and the state of the Company’s and the Group’s affairs as at that date are set out in the ? nancial statements on pages 43 to 133. 43 33 Transfer to Reserves 130,567,000 123,842,000 Pro? t attributable to equity shareholders, before dividends, of HK$130,567,000 (2011: HK$123,842,000) has been transferred to reserves. Other movements in reserves are set out in the consolidated statement of changes in equity. An interim dividend of HK22. 0 cents (2011: an interim dividend of HK20. 0 cents and a special interim dividend of HK8. 0 cents) per share was paid on 23 December 2011. The Board now recommends the payment of a ? nal dividend of HK38. 0 cents and a special ? nal dividend of HK40. 0 cents (2011: a ? al dividend of HK32. 0 cents and a special ? nal dividend of HK12. 0 cents) per share in respect of the year ended 31 March 2012. 22. 0 20. 0 38. 0 40. 0 32. 0 12. 0 8. 0 18 FAIRWOOD HOLDINGS LIMITED Charitable Donations 8,000 66,000 Charitable donations made by the Group during the year amounted to HK$8,000 (2011: HK$66,000). Fixed Assets 11 Movements in ? xed assets during the year are set out in note 11 to the ? nancial statements. Share Capital During the year, the Company purchased shares of the Company on The Stock Exchange of Hong Kong Limited (the â€Å"Stock Exchange†).Shares were repurchased during the year to reduce the diluti ve effect of granting share options. Details of movements in share capital of the Company during the year are set out in note 24(d) to the ? nancial statements. 24(d)(ii) Save as set out in note 24(d)(ii) to the ? nancial statements, there were no other purchases, sales or redemptions of the Company’s listed securities by the Company or any of its subsidiaries during the year. 24(d) Directors The Directors of the Company (the â€Å"Directors†) during the ? nancial year and up to the date of this report were:Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To 109 189(viii) In accordance with Bye-laws 109 and 189(viii) of the Company, Mr Tony Tsoi Tong Hoo and Mr Peter Wan Kam To shall retire by rotation at the forthcoming annual general meeting and Mr Tony Tsoi T ong Hoo and Mr Peter Wan Kam To, being eligible, will offer themselves for re-election at the forthcoming annual general eeting. Independent Non-executive Directors are appointed for a ? xed term of three years and are subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws of the Company. 19 Report of the DirectorsDirectors’ and Chief Executives’ Interests and Short Positions in Shares, Underlying Shares and Debentures 352 As at 31 March 2012, the interests or short positions of the Directors and chief executives of the Company and their associates in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the â€Å"SFO†)) as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise noti? d to the Company and the Stock Exchange purs uant to the Model Code for Securities Transactions by Directors of Listed Issuers (the â€Å"Model Code†) were as follows: XV (a) (a) Interests in the Company 1 Ordinary shares of HK$1 each Number of underlying shares pursuant Personal interests Dennis Lo Hoi Yeung 109,000 Family interests – Corporate interests – Other interests 55,435,384 1 (Note 1) Chan Chee Shing Mak Yee Mei 15,000 680,000 – – – – – – 1,000,000 320,000 1,015,000 1,000,000 0. 2% 0. 80% to Share Options – Total 55,544,384 Percentage of total issued shares 44. 61% 1 Limited Limited Neblett Investments Neblett CFJ Holdings CFJ Neblett CFJ Note 1: These shares were held by Neblett Investments Limited (â€Å"Neblett†) and CFJ Holdings Limited (â€Å"CFJ†). The companies are bene? cially owned by two separate trusts of which Mr Dennis Lo Hoi Yeung is a discretionary object.Mr Dennis Lo Hoi Yeung, by virtue of his interest in the trusts a s a discretionary object and as the Executive Chairman of the Company, was deemed to be interested in the shares held by Neblett and CFJ. 20 FAIRWOOD HOLDINGS LIMITED Directors’ and Chief Executives’ Interests and Short Positions in Shares, Underlying Shares and Debentures (continued) (b) (b) Interests in Fairwood Fast Food Limited (â€Å"FFFL†) 10 Non-voting deferred shares of HK$10 each Personal interests Dennis Lo Hoi Yeung 11,500 Family interests – Corporate interests –Other interests 279,357 2 (Note 2) Total 290,857 2: Limited Pengto International Pengto Pengto Note 2: These shares were held by Pengto International Limited (â€Å"Pengto†), a company bene? cially owned by a trust of which Mr Dennis Lo Hoi Yeung is a discretionary object. Mr Dennis Lo Hoi Yeung, by virtue of his interest in the trust as a discretionary object and as the Executive Chairman of the Company, was deemed to be interested in the shares held by Pengto. All the in terests stated above represent long positions.Apart from the foregoing and those disclosed under the section â€Å"Share Option Scheme† below, as at 31 March 2012, none of the Directors or chief executives of the Company or any of their spouses or children under eighteen years of age had any other interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which had been entered in the register kept by the Company pursuant to Section 352 of the SFO or as otherwise noti? d to the Company and the Stock Exchange pursuant to the Model Code. Details of Directors’ and chief executives’ interests under the Company’s share option scheme are also set out in the section â€Å"Share Option Scheme† below. 352 XV 21 Report of the Directors Share Option Scheme On 7 September 2011, the Company terminated its then share option scheme that was adopted on 18 September 2002 (the â€Å"2002 Option Scheme†) and adopted a new share option scheme (the â€Å"2011 Option Scheme†) on the same date.As a result of the termination, no further options may be granted under the 2002 Option Scheme but the options that have been granted and remained outstanding as of that date under the 2002 Option Scheme remain effective. A summary of the 2002 Option Scheme and 2011 Option Scheme is set out below: (a) a) 2002 Option Scheme The purpose of the 2002 Option Scheme was to attract and retain the best quality personnel for the development of the Company’s businesses; to provide additional incentives to any employee of the Company or its subsidiaries or any consultant, agent, representative, adviser, supplier of goods or services, customer, contractor, business ally and joint venture partner (the â€Å"2002 Option Scheme Qualifying Grantee†) and to promote the long term ? nancial success of the Company by aligning the interests of option holders to shareholders of the Company.Under the 2002 Option Scheme, Directors were authorised, at their discretion, to invite any Director (including Non-executive Director and Independent Non-executive Director) or any of the 2002 Option Scheme Qualifying Grantee to take up options to subscribe for shares in the Company at a price which shall not be less than the highest of (i) the closing price of the shares as stated in the daily quotation sheet of the Stock Exchange on the date of offer; (ii) the average closing price of the shares as stated in the daily quotation sheets of the Stock Exchange for the 5 business days immediately preceding the date of offer and (iii) the nominal value of a share. As at 7 September 2011 (being the date of termination), the maximum number of shares in respect of which options granted under the 2002 Option Scheme is 12,660,828 shares, being 10% of the issued share capital of the Company as at 23 August 2006, the date on which the refreshme nt of the mandate limit under the 2002 Option Scheme was approved by the shareholders of the Company.The maximum entitlement for any one participant under the 2002 Option Scheme shall not in any 12 months period up to the date of grant exceed 1% of the Company’s shares in issue. (i) (ii) (iii) 12,660,828 10% 1% 22 FAIRWOOD HOLDINGS LIMITED Share Option Scheme (continued) (b) (b) 2011 Option Scheme The purpose of the 2011 Option Scheme is to attract and retain the best quality personnel for the development of the Company’s businesses; to provide incentives or rewards to any employee, Director (including Non-executive Director and Independent Non-executive Director) or of? cer of any member of the Group or any related trust or company (the â€Å"2011 Option Scheme Qualifying Grantee†) and to promote the long term ? ancial success of the Company by aligning the interests of option holders to shareholders of the Company. Under the 2011 Option Scheme, Directors were authorised, at their discretion, to invite any of the 2011 Option Scheme Qualifying Grantee to take up options to subscribe for shares in the Company at a price which shall not be less than whichever is the highest of (i) the closing price of the shares as stated in the daily quotation sheet of the Stock Exchange on the date of offer; (ii) the average closing price of the shares as stated in the daily quotation sheets of the Stock Exchange for the 5 business days immediately preceding the date of offer and (iii) the nominal value of a share.As at 31 March 2012, the maximum number of shares in respect of which options may be granted under the 2011 Option Scheme is 12,563,528 shares being 10% of the issued share capital of the Company as at 7 September 2011. The maximum entitlement for any one participant under the 2011 Option Scheme shall not in any 12 months period up to the date of grant exceed 1% of the Company’s shares in issue. (i) (ii) (iii) 12,563,528 10% 1% The life of the 2011 Option Scheme is 10 years commencing on 7 September 2011 and expiring on 6 September 2021. During the year ended 31 March 2012, (i) (i) No option was granted under the 2011 Option Scheme; and 23 Report of the Directors Share Option Scheme (continued) (ii) 1 12. 58 11. 0 1 1 (ii) the Directors and employees of the Company had the following interests in options to subscribe for shares of the Company (market value per share at 31 March 2012 was HK$12. 58 (2011: HK$11. 10)) granted for HK$1 consideration under the 2002 Option Scheme. The options are unlisted. Each option gives the holder the right to subscribe for one ordinary share of HK$1 each of the Company. Number of options outstanding at 1 April 2011 1,000,000 Chan Chee Shing (Director) Number of options granted during the year – Date granted Number of options lapsed Exercisable during period the year – Number of options exercised during the year – Number of options outstanding at 31 March 2012 1,000 ,000 Exercise price per share 6. 26 HK$6. 26Closing price per share immediately before date of grant of options 6. 28 HK$6. 28 Weighted average price of closing price per share immediately before date of exercise of options – 8 April 2009 20% Exercisable in ? ve tranches of 20% during the period from 1 April 2010 to 31 March 2016 400,000 Mak Yee Mei (Director) 1 March 2010 20% Exercisable in ? ve tranches of 20% during the period from 1 January 2011 to 31 December 2016 800,000 Employee 6 April 2009 20% Exercisable in ? ve tranches of 20% during the period from 5 April 2010 to 4 April 2017 – (480,000) (320,000) – 6. 30 HK$6. 30 6. 23 HK$6. 23 11. 68 HK$11. 68 – – (80,000) 320,000 8. 08 HK$8. 08 8. 07 HK$8. 7 11. 68 HK$11. 68 24 FAIRWOOD HOLDINGS LIMITED Share Option Scheme (continued) Number of options outstanding at 1 April 2011 2,358,000 Employees Number of options granted during the year – Date granted Number of options lapsed Exercisable during period the year (78,000) Number of options exercised during the year (600,000) Number of options outstanding at 31 March 2012 1,680,000 Exercise price per share 6. 26 HK$6. 26 Closing price per share immediately before date of grant of options 6. 28 HK$6. 28 Weighted average price of closing price per share immediately before date of exercise of options 11. 10 HK$11. 10 8 April 2009 20% Exercisable in ? e tranches of 20% during the period from 1 April 2010 to 31 March 2016 95,000 Employee 4 May 2009 20% Exercisable in ? ve tranches of 20% during the period from 1 April 2010 to 31 March 2016 90,000 Employee 10 July 2009 20% Exercisable in ? ve tranches of 20% during the period from 1 July 2010 to 30 June 2016 50,000 Employee 17 December 2010 20% Exercisable in ? ve tranches of 20% during the period from 17 December 2011 to 16 November 2018 – – – 50,000 10. 96 HK$10. 96 10. 60 HK$10. 60 – – – (30,000) 60,000 7. 69 HK$7. 69 7. 30 HK$7. 3 0 11. 46 HK$11. 46 – (60,000) (35,000) – 6. 29 HK$6. 29 6. 18 HK$6. 18 10. 78 HK$10. 78 25 Report of the DirectorsShare Option Scheme (continued) Number of options outstanding at 1 April 2011 100,000 Employee Number of options granted during the year – Date granted Number of options lapsed Exercisable during period the year – Number of options exercised during the year – Number of options outstanding at 31 March 2012 100,000 Exercise price per share 10. 90 HK$10. 90 Closing price per share immediately before date of grant of options 10. 92 HK$10. 92 Weighted average price of closing before date of exercise of options – 16 February 2011 20% Exercisable in ? ve tranches of 20% during the period from 16 February 2012 to 15 February 2017 – Employee 28 April 2011 20% Exercisable in ? e tranches of 20% during the period from 28 April 2012 to 27 May 2019 – Employee 28 April 2011 20% Exercisable in ? ve tranches of 20% during the perio d from 1 July 2011 to 30 June 2016 – Employee 9 May 2011 20% Exercisable in ? ve tranches of 20% during the period from 9 May 2012 to 8 May 2019 800,000 – – 800,000 10. 88 HK$10. 88 10. 82 HK$10. 82 – 100,000 (80,000) (20,000) – 10. 91 HK$10. 91 10. 84 HK$10. 84 11. 76 HK$11. 76 800,000 – – 800,000 10. 91 HK$10. 91 10. 84 HK$10. 84 – 26 FAIRWOOD HOLDINGS LIMITED Share Option Scheme (continued) Information on the accounting policy for share options granted and the weighted average value per option is provided in note 1(p)(ii) and note 21 to the ? nancial statements respectively.Apart from the foregoing, at no time during the year was the Company or any of its subsidiaries a party to any arrangement to enable the Directors or chief executives of the Company or any of their spouses or children under eighteen years of age to acquire bene? ts by means of acquisition of shares in or debentures of the Company or any of its associated corporations within the meaning of the SFO. 1(p)(ii) 21 Substantial Interests in the Share Capital of the Company 336 As at 31 March 2012, the interests or short positions of every person, other than the Directors and chief executives of the Company, in the shares and underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO, or as otherwise noti? d to the Company, were as follows: Shares directly and/or indirectly held (i) Neblett (ii) CFJ 2 1 1 2 1 (i) Neblett (Note 1) (ii) CFJ (Note 2) (iii) Winning Spirit International Corporation (Note 1) (iv) HSBC International Trustee Limited (Note 1) (v) HSBC Trustee (Cook Islands) Limited (Note 2) (vi) Allard Partners Limited 12,632,500 6,660,000 48,775,384 48,775,384 6,660,000 48,775,384 Percentage of total issued shares 39. 18% 5. 35% 39. 18% 39. 18% 5. 35% 10. 15% (iii) Winning Spirit International Corporation Limited Limited (iv) HSBC International Trustee (v) HSBC Trust ee (Cook Islands) (vi) Allard Partners Limited 27 Report of the DirectorsSubstantial Interests in the Share Capital of the Company (continued) 1 Neblett Winning Spirit International Corporation Neblett 100% Neblett HSBC International Trustee Limited Winning Spirit International Corporation 100% Neblett Note 1: These interests represented the same block of shares directly held by Neblett. Winning Spirit International Corporation owned 100% interest in Neblett and was therefore deemed to be interested in the shares directly held by Neblett. HSBC International Trustee Limited, in its capacity as a trustee of a trust of which Mr Dennis Lo Hoi Yeung is a discretionary object, owned 100% interest in Winning Spirit International Corporation and was therefore deemed to be interested in the shares directly held by Neblett; and 2 CFJ HSBC Trustee (Cook Islands) Limited CFJ CFJ 100% Note 2: these interests represented the same block of shares directly held by CFJ. HSBC Trustee (Cook Islands) L imited, in its capacity as a trustee of a rust of which Mr Dennis Lo Hoi Yeung is a discretionary object, owned 100% interest in CFJ and was therefore deemed to be interested in the shares directly held by CFJ. All the interests stated above represent long positions. Save as disclosed above, no other interest or short position in the shares or underlying shares of the Company were recorded in the register required to be kept under Section 336 of the SFO as at 31 March 2012. 336 Suf? ciency of Public Float Based on the information that is publicly available to the Company and within the knowledge of the Directors as at the date of this annual report, the Company has maintained the prescribed public ? oat under the Rules Governing the Listing of Securities on the Stock Exchange (the â€Å"Listing Rules†). 28FAIRWOOD HOLDINGS LIMITED Continuing Connected Transactions 14A The particulars of the following continuing connected transactions of the Group are set out below in complian ce with the reporting requirements of Chapter 14A of the Listing Rules: (a) 28(b) (a) Tenancy agreement with New Champion International Limited (â€Å"New Champion†) As detailed in note 28(b) to the ? nancial statements, FFFL, a subsidiary of the Company, leased a property from New Champion with a lease term of three years from 10 April 2009 to 9 April 2012 for the operation of a fast food restaurant. On 31 October 2011, such lease was renewed for a further three years from 10 April 2012.As New Champion is an associate of Mr Dennis Lo Hoi Yeung (a Director of the Company), the entering into the lease constituted continuing connected transaction for the Company. Details of rent and deposits paid by FFFL relating to the property for the above transaction are as follows: 2012 HK$’000 Rent for the year Rental deposits at 31 March 1,440 360 2011 HK$’000 1,440 360 (b) 28(c) (b) Tenancy agreement with Hibony Limited (â€Å"Hibony†) As detailed in note 28(c) to t he ? nancial statements, FFFL leased a property from Hibony for three years from 1 March 2012 for the operation of a fast food restaurant that had to be relocated due to urban renewal.As Hibony is an associate of Mr Dennis Lo Hoi Yeung (a Director of the Company), the entering into the lease constituted continuing connected transaction for the Company. Details of rent and deposits paid by FFFL relating to the property for the above transaction are as follows: 2012 HK$’000 Rent for the year Rental deposits at 31 March 208 660 2011 HK$’000 – – 29 Report of the Directors Continuing Connected Transactions (continued) 14A In compliance with Chapter 14A of the Listing Rules in connection with the above continuing connected transactions, the Independent Non-executive Directors have reviewed and con? rmed that the transactions with New Champion nd Hibony (the â€Å"Transactions†) have been entered into: (i) in the ordinary and usual course of business; (ii ) either on normal commercial terms or on terms no less favourable than those available to or from independent third parties; (iii) in accordance with the terms of agreements governing the Transactions on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole; and (iv) the aggregate value of the Transactions for the year ended 31 March 2012 has not exceeded the maximum aggregate annual value. The Company’s auditor was engaged to report on the Group’s continuing connected transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 â€Å"Assurance Engagements Other Than Audits or Reviews of Historical Financial Information† and with reference to Practice Note 740 â€Å"Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules† issued by the Hong Kong Institute of Certi? ed Public Accountants. The auditors have issued their unquali? ed letter containing t heir ? dings and conclusions in respect of the continuing connected transactions in accordance with Rule 14A. 38 of the Listing Rules. A copy of the auditor’s letter has been provided by the Company to the Stock Exchange. (i) (ii) (iii) (iv) 3000 740 14A. 38 Directors’ Interests in Contracts Save as the transactions disclosed in the section headed â€Å"Continuing Connected Transactions†, no contract of signi? cance to the Group’s business to which the Company or any of its subsidiaries was a party and in which a Director had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. 30 FAIRWOOD HOLDINGS LIMITED Directors’ Service ContractsNo Director proposed for re-election at the forthcoming annual general meeting has an unexpired service contract which is not determinable by the Company or any of its subsidiaries within one year without payment of compensation, other than normal statuto ry compensation. Pre-emptive Rights There is no provision for pre-emptive rights under the Company’s Bye-laws and the laws in Bermuda. Bank Loans 19 Particulars of bank loans of the Group at 31 March 2012 are set out in note 19 to the ? nancial statements. Five-Year Group Financial Summary 134 135 A summary of the results and of the assets and liabilities of the Group for the last ? ve ? nancial years is set out on pages 134 and 135 of the annual report. Investment Properties 136 Particulars of the investment properties of the Group are shown on page 136 of the annual report. Retirement SchemeThe Group operates a Mandatory Provident Fund Scheme (the â€Å"MPF Scheme†) under the Hong Kong Mandatory Provident Fund Schemes Ordinance for employees in Hong Kong under the jurisdiction of the Hong Kong Employment Ordinance. Particulars of the MPF Scheme are set out in note 20 to the ? nancial statements. Employees engaged by the Group outside Hong Kong are covered by appropri ate local de? ned contribution retirement schemes pursuant to the local labour rules and regulations. 20 Con? rmation of Independence 3. 13 The Company has received from each of the Independent Nonexecutive Directors an annual con? rmation of independence pursuant to Rule 3. 13 of the Listing Rules and considers all the Independent Non-executive Directors to be independent. 31 Report of the Directors Auditor KPMG retire and, being eligible, offer themselves for re-appointment.A resolution for the re-appointment of KPMG as auditor of the Company is to be proposed at the forthcoming annual general meeting. By order of the Board Dennis Lo Hoi Yeung Executive Chairman Hong Kong, 27 June 2012 32 FAIRWOOD HOLDINGS LIMITED Corporate Governance Report The Board of Directors (the â€Å"Board†) of Fairwood Holdings Limited (the â€Å"Company†) is committed to achieving high standards of corporate governance practices to safeguard the interests of shareholders and to enhance corp orate value and accountability. The Company has complied with the code provisions as set out in the Code on Corporate Governance Practices (the â€Å"CG Code†) contained in Appendix 14 of the Rules Governing the Listing ofSecurities on The Stock Exchange of Hong Kong Limited (the â€Å"Listing Rules†) throughout the year ended 31 March 2012, save and except that the Chairman and/or Managing Director of the Company are not subject to retirement by rotation, details of which and the reasons for the deviation are stated below. Following the announcement of consultation conclusion on the review of the CG Code and associated Listing Rules in October 2011, The Stock Exchange of Hong Kong Limited (â€Å"Stock Exchange†) introduced a number of amendments to the CG Code and associated Listing Rules that are to be effective in 2012 (â€Å"Revised Code†). This report also describes the number of requirements under the Revised Code that the Company has adopted. Model Code for Securities TransactionsThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the â€Å"Model Code†) as set out in Appendix 10 of the Listing Rules for securities transactions by the Directors of the Company (the â€Å"Directors†). Following speci? c enquiry by the Company, all Directors con? rmed their compliance with the required standards set out in the Model Code throughout the year ended 31 March 2012. Board of Directors The overall management of the Company’s business is vested in the Board, which assumes the responsibility for leadership and control of the Company and is collectively responsible for promoting the success of the Company by directing and supervising its affairs. All Directors have taken decisions objectively in the interests of the Company and its shareholders at all times.The Board recognizes that corporate governance should be the collective responsibility of all Directors, as such, it adopted terms of reference for corporate governance functions that are in line with the Revised Code. 33 Corporate Governance Report Board of Directors (continued) The Board undertakes responsibility for decision making in major matters of the Company, including the approval and monitoring of all policy matters, overall strategies and budgets, internal controls, ? nancial information, appointment of directors and other signi? cant ? nancial and operational matters. All Directors have been consulted on all major and material matters of the Company.With the advice and services of the Company Secretary, the Executive Chairman seeks to ensure that all Directors are properly briefed on issues arising at Board meetings and receive adequate and reliable information in a timely manner. Directors may choose to take independent professional advice in appropriate circumstances at the Company’s expenses, upon making request to the Board. The day-to-day management, administration and ope ration of the Company are delegated to the Executive Committee which comprises the three Executive Directors and the senior management of the Company. The delegated functions and work tasks are periodically reviewed. Approval has to be obtained from the Board prior to any signi? ant transactions entered into by the abovementioned of? cers. As at the date of this report, the Board comprises the following Directors:– Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors (â€Å"INED(s)†) Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To 34 FAIRWOOD HOLDINGS LIMITED Board of Directors (continued) During the year ended 31 March 2012, the Board at all times met the requirements of the Listing Rules relating to the appointment of at least three INEDs with at least one INED possessing appropriate professional quali? atio ns or accounting or related ? nancial management expertise. The representation of INEDs is more than one third of the Board. A list containing the names of the Directors with their roles and functions has been published on the websites of the Company and the Stock Exchange. Biographical details of all Directors are set out on pages 15 to 17 of this annual report. There is no relationship among Directors of the Board and in particular, between the Executive Chairman and the Chief Executive Of? cer. The Company has received from each of the INED an annual con? rmation in writing of his independence pursuant to Rule 3. 13 of the Listing Rules.Furthermore, the Board is not aware of any relationship or circumstances which would interfere with the exercise of the independent judgment of the INEDs. Accordingly, the Company considers that all the INEDs are independent. Four full Board meetings were held during the year ended 31 March 2012 and attendance record of each Director is set out be low:– 15 17 3. 13 No. of meetings attended/held Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To 4/4 4/4 3/4 4/4 3/4 4/4 4/4 4/4 35Corporate Governance Report Board of Directors (continued) All Directors well understand their responsibilities to present a balanced, clear and understandable assessment of annual and interim reports, price-sensitive announcements and other disclosures required under the Listing Rules and other regulatory requirements. The Directors acknowledge their responsibility for preparing ? nancial statements which give a true and fair view of the state of affairs of the Group. The statement of the auditor of the Company about their reporting responsibilities on the ? nancial statements of the Company is set out on pages 41 and 42 in the independ ent auditor’s report.The Directors, having made appropriate enquiries, con? rm that there are no material uncertainties relating to events or conditions that may cast doubt upon the Company’s ability to continue as a going concern. 41 42 Appointment and Re-election of Directors On 11 January 2012, the Board established the Nomination Committee with written terms of reference which are in line with the Revised Code and are posted on the websites of the Company and the Stock Exchange and are available to shareholders upon request. The Nomination Committee comprises two INEDs, Dr Peter Lau Kwok Kuen and Mr Peter Wan Kam To. Mr Dennis Lo Hoi Yeung is the chairman of the Nomination Committee.The Nomination Committee reviews the structure, size and composition of the Board, identi? es and recommends to the Board suitable candidate(s) to stand for election by shareholders at annual general meeting, or when necessary, to ? ll vacancies on the Board. The Board is empowered unde r the Bye-laws of the Company (the â€Å"Bye-laws†) to appoint any person as a director of the Company either to ? ll a casual vacancy or as an addition to the Board. For procedures for shareholders to propose a person for election as a director, please refer to the procedures posted on the Company’s website. 36 FAIRWOOD HOLDINGS LIMITED Appointment and Re-election of Directors (continued) i) (ii) According to the Bye-laws, (i) new Directors appointed by the Board during the year shall hold of? ce until the ? rst annual general meeting after their appointment and shall then be eligible for reelection; and (ii) at each annual general meeting, one-third of the Directors (other than any Director holding of? ce as Chairman or Managing Director) for the time being or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from of? ce provided that each Director (other than any Director holding of? ce as Chai rman or Managing Director) including those appointed for a speci? c term shall be subject to retirement by rotation at least once every three years.A copy of an up-to-date consolidated version of the Company’s Memorandum of Association and Bye-laws are available at the websites of the Company and the Stock Exchange. Currently, all Non-executive Directors are appointed for a speci? c term of three years, subject to retirement by rotation and re-election by the shareholders in accordance with the Bye-laws. Chairman and Chief Executive Of? cer The Chairman and Chief Executive Of? cer of the Company are Messrs Dennis Lo Hoi Yeung and Chan Chee Shing respectively whose roles are segregated and are not exercised by the same individual. A. 4. 2 Code provision A. 4. 2 of the CG Code stipulates that every director, including those appointed for a speci? term, should be subject to retirement by ro

Advanced Nurse Practitioner Reimbursement

In 2002, the Medicare Payment Advisory Commission (MedPAC) brought before this house a report on the need to implement equal reimbursement strategy across the health sector (Edmunds, 2002). These report aimed at addressing the unbalanced reimbursement practice experienced by NPs, clinical nurse specialists, certified nurse midwives and assistant physicians (Edmunds, 2002).Essentially, the report recommended that the Medicare payment rates for certified nurse-midwives be raised by 85% of the physician fee schedule (Medicare Payment Advisory Commission, 2002). The congress members overwhelmingly voted positively for this bill (Medicare Payment Advisory Commission, 2002).The intent of this statement today is to invite congress members here present to review the said recommendation. In particular, this statement wishes to go an extra mile to assert that Medicare payment rates for advanced practicing nurses (APNs) should not be gauged by the physician’s payment schedule.AnalysisThe percentage rate reflected in the previous recommendation mentioned above limits the APNs from get what they truly deserve. It is imperative, therefore, to recognize that the role of APNs has evolved tremendously for the better so this nation needs to treat their service with the authenticity it deserves.Gone are the days when they worked under the supervision of the physicians. Do congress members here present believe that APNs’ role is meant for the physicians’ such that the former serve as their servants? Is it not so that APNs role is meant for the health and safety of many generations to come?Therefore, their reimbursement process should be dealt with as an end in itself and the agreed payment rates must assume a 100% judgment. This means that they should get reimbursed as per their input; how this house will settle for their just reimbursement should only be guided by the efforts being put by APNs.This way the members of this house will not only effect a just com pensation procedure but they will also recognize the great improvement that has taken place in this nation. Moreover, most Americans continue to benefit from their quality and cost-effective services.In the past physicians dominated in services like diagnosing illness, describing and interpreting laboratory tests, performing physical check ups, suturing wounds and designing preventive health service programs (Sekscenski et al. 1994). Today, the APNs can provide such services in the absence of the physician.Please note that this is not because the physician have got lots of other things to do, no; the bottom line is that APNs healthcare practitioners have really grown and improved in skill.APNs mark a remarkable growing share of the health care provider workforce. It is believed that the number of certified and practicing nurses has risen from approximately 60,000 in 19992 to 124,000 in 2000 (AAPA, 2001). Others in support of this statistics are (Spratley et al. 2000; Moses, 1992). O n the contrary the number of active physicians grew by 27%, to 772,000, on the same period (Cooper et al., 2002)It is important to bring to the attention of this house that the fact that the APNs can handle complicated health matters without the direct supervision of physicians has saved this nation many lives worth much more than the would-be reimbursement.Even if this house agreed to reimburse the APNs as much money as many cannot imagine, it cannot replace the value of their services and the value of the citizens’ health safety. Additionally, the APNs have a legal duty to practice independently or in association with a physician, therefore, they are entitled to a direct reimbursement.The report noted that physicians got paid100% of the physician fee schedule rate excluding any differentiation by specialty (Medicare Payment Advisory Commission, 2002). Now all other nonphysician practitioners get remunerated as per the physician schedule.This without the fear of contradictio n implies that physicians enjoy from where they have not labored. Once again, this statement re-states that APNs ought to have an authentic payment schedule and the features to it must be separated from those of the physicians at all times.Conclusion Overall, this nation recognizes the good judgments exhibited by the congress members in the many decades ago. The caution and positive consideration they have demonstrated in shaping the history of this nation’s health sector is laudable.In the same spirit, the APNs fraternity is out there waiting for a positive consideration in this matter. It is important to keep in mind that health matters are very sensitive. It is among those services that must be available to the people no matter the cost.Therefore, consideration of a better reimbursement as suggested in front of this house will lead to this end. This congress cannot fail to take this matter seriously.To sum up, this statement invites the congress members here present to con sider the following: (a)  Ã‚  Ã‚   Separation of physicians’ roles from those of the Advanced Practicing Nurses (nonphysicians). (b)  Ã‚   Medicare payment rates for advanced practicing nurses (APNs) not to be gauged by the physician’s payment schedule.

Benefits of Running

Running is a great form of exercise that most people should do because it is a great way to keep fit, it is not boring and it is inexpensive. Running is one of the top sports to stay in shape. It is healthy and people burn many calories and it helps with weight loss. Running is also affordable. You do not need expensive equipment and it has no gym fees. Besides running can be really fun, they can ask a friend to join them and listen to music while exercising. Many people do not realize the benefits of running.Running reduces the risk of heart disease, stroke, and high blood pressure among many other things. Running also helps with weight loss, building leg muscle, and improves the mental well-being and boost the confidence of any person. Also studies have shown that people who run on a regular basis tend to live longer than those who do not. If they want to live longer and healthier lives, running is a great way to do so. In addition, running can be really fun. You just have to be a little creative and add changes to the routine.You can ask a couple of friends to join you and make it fun. If you are an independent person then you can run while listening to your favorite music. Likewise, you can also try a different route or try running a different course every day. Pick your city's favorite site and plan a course that runs towards or through it. Another benefit of running is that ii is inexpensive. You do not have to belong to a gym or own some expensive equipment to improve your health. Running can be easy and cheap. All you need is a very moderate amount of sport clothing to do it.The most they are going to spend on is a decent pair of running shoes. In conclusion running is an ideal way to get needed exercise. You can get fit and stay healthy. Running is not boring if you try to be a little creative. Running is inexpensive, they do not need expensive equipment, they just need some running shoes, and they are ready to go. They can also get some fresh air and enjoy being outside. References * www. MedicalNewsToday. com * www. AmericanCouncilonExercise. com * www. MayoClinic. com * www. Runningtimes. com

Political Power in the Prince by Machiavelli Essay

Machiavelli argues in another major work that the purpose of politics is to promote a â€Å"common good.† How does this statement relate to the ideas Machiavelli presents in The Prince? The fact that two of Machiavelli’s greatest and most famous works on political power came into being thanks to the downfall of his own political career is quite ironic. More ironic however is the way he contradicts his statements in each book about the purpose of political power. As previously stated, one of Machiavelli’s major works, referring directly to The Discourses on Livy (1517), argues that the purpose of political power is to promote a â€Å"common good†. Meanwhile, The Prince presents a ruler less worried about the â€Å"common good† and more concerned about maintaining and expanding political power at all costs. â€Å"Laws make men good,† states Machiavelli in book one of the discourses, after a long explanation about how men created politics to create order. At first men searched for the strongest and bravest among them to mold him into a leader they could obey. Machiavelli then says: â€Å"From this beginning came recognition of what is proper and good, as opposed to what is pernicious and wicked.† However, as time went on, the people became harder to satisfy and politics became more complicated. New forms of government and laws were created in order to keep the people in order because as he states in The Discourses: â€Å"men will never be good, except by necessity†. Simple leaders became the tyrants he promotes in The Prince. They sought to be feared by their people in order to be obeyed and maintain power. In The Prince the leader is no longer the strongest and the bravest, but the prudent, more astute. The leader is one that can predict things such as treachery and conspiracy and end it before it can cause further problems in his government. The Prince discusses many ways for an astute leader to rule his state and maybe one or two of these promote the â€Å"common good† of the people, and it isn’t even actual common good. In The prince, the appearance of a common good is more important than having it as a reality. A ruler must appear to be honest and good but doesn’t necessarily have to be. I believe the relation between Machiavelli’s two texts on the purpose of political power is that one describes what politics were made to be while the other discusses what they have actually come to be and how to keep them that way. Instead of a â€Å"common good† it goes more along the lines of what is good for the ruler. While the statements contradict each other more than once, I believe the texts to be somewhat complementary in the sense that alone, they each give a different side or view of what politics actually are, while reading them both gives the reader an expanded, more complete understanding, not only on what politics are and how to maintain that political power, but also on why it has to be that way â€Å"for the good of the people.†

Reconstitution and Dissolution of a partnership Essay

ABSTRACT: The paper aims to study using secondary research resources. That what are concepts of Partnership reconstitution and dissolution according to the partnership act 1932. Under what circumstances a partnership firm is entitled to these two concepts respectively, what are the rights, duties and liabilities of each of the partners involved under each case. And according to what modes can the accounts be settled among the partners upon the winding up of the business. INTRODUCTION â€Å"Partnership is the relation between persons who have agreed to share the profits of a business carried on by all or any one of them acting for all (THE PARTNERSHIP ACT 1932) Partnership’ does not mean a body or association; it means a relationship between separate component persons. This is the kind of relationship that has to be followed for the betterment of business that they are jointly carrying out to full fill common interest of gaining profits from the business. There are three elements necessary for existence of a partnership: 1. the carrying on of a business.2. The business must be carried on in common. 3. The business must be carried on with a view to gain profits. (NICHOLSON, 2011). ESSENTIALS OF PARTNERSHIP All individuals share the risks and rewards of the business. Each partner is entitled to share the net profits of the business. Partners are jointly and severally responsible for all the debts and obligations of the business without any limit, including loss and damages Partners have equal rights to make decisions. All individuals share the ownership of the assets of the business. (TAYLOR, 2011) These all have to follow for a legal partnership to be present. In any one of them is missing than there will no partnership. HISTORY OF PARTNERSHIP Partnership law is as old as commerce itself. Thought started since 15th century when merchants from the Italian cities were brought to northern Europe the foundations of law. In 16th century ‘Italian Law Merchant was made for a business to be carried out. Firstly there were two principal forms of partnership. The first was the Commenda, whereby an investor, the Commendator, evaded the usury laws by putting money into a business in return for a share in the profit gained by the business carried out, but was liable for no more than his investment that he initially invested. It is also known as limited partnership. The other was the Societas, or ordinary partnership, in which all members were equally bound and responsible for the debts and could bind the firm. So now the principles were known. Later on statutes of 1865, 1890 and 1907 came for a clear view of partnership relationship. The Law of Partnership Act 1865, ‘Bovill’s Act’ was passed to undo the assumption that the existence of some payments from the profits of a business would comprise the recipient a partner or liable as such for the debts of the business. Later it was known as Limited Partnership Act. The Partnership Act 1890 codified the previous law. It provided no remedy and mechanism for limited partnership and depicts no difference between professional or ‘civil’ partnerships and business or ‘commercial’ partnerships. The Limited Partnerships Act 1907 introduced into English law the possibility that a person might be a partner in a firm but liable only to the extent of the capital he had invested initially.  (BLOOMSBURYPROFESSIONAL.COM) Today the most widely followed partnership act is â€Å"The Partnership Act 1932† , which consist of 8 chapters that lay principle and foundations of the procedure to be followed for a partnership and it have 1 schedule which is important as it keep on being updated. This act has to be followed in order to be called a legal partnership. DISSOLUTION AND RECONSTITUTION OF A PARTNERSHIP Dissolution of partnership means that there is discontinuance of the legal relationship between the partners of the firm. It is legal break up of partnership contract that was signed. There is a clear distinction between Dissolution and reconstitution of a partnership. Reconstitution of a partnership of a firm will take place in the events of retirement of a partner, death of a partner or insolvency of a partner. Thus firm has to be reconstituted with the remaining partners of the firm. Now they will deal with the business with a new partnership contract between them. Even in this case firm may continue to work provided the deed signed has such effect. Also when a new partner is admitted, a new partnership emerges so a firm is reconstituted. There will be a new contract between the new partners and the old relationship is no more valid. Each will have a different share of profits as per the new contract signed. Reconstitution involves only a change in the relationship of the partners of a business but in the case of dissolution of the firm there is a complete discontinuation in the relationship of the partners of a firm. Dissolution of a partnership can be dome under circumstances not just voluntarily. It can be dissolved under a mutual agreement when all partners agree to it and it is in accordance to the contract. It can be dissolved by giving a legal notice and under law. When there is a breach of terms and conditions by one partner than partnership can be dissolved. Also when the court gives out a notice it has to be dissolves. (MATHUR, 2010) Dissolution of partnership cannot just be said nor done as it have its own consequences. When it is discontinues than the partners are liable to wind up the business and the liability remains till they clear all dues of partnership. If any profit gained after dissolution than that has to be shared among the partners, one cannot get all. Premium has to be returned to each partner for his services dissolution also comes with different restrictions that are to be imposed. (GULSHAN, 2001) RECONSTITUTION OF A FIRM Firm can be reconstituted when number or status of partners has been changed. So we can say that firm changes its form when (i) we have to introduce new partner, (ii) one partner reaches the age of retirement, (iii) legitimate expulsion of a partner, (iv) one partner is unable to pay its debts, (v) death of a partner. These five factors are the main reason because of which reconstitution of a firm happens. Well constitution or reconstitution of a firm makes no difference, both words implies same meaning. The important element of a partnership act is agreement between all the partners of the firm. So whenever the changes are going to take place consent of all partners is mandatory. The following paragraphs will be explaining each clause in detail and its application with respect to Pakistani society. (Saeed, 2012_)_ INTRODUCING NEW PARTNER Under Section 31 of the partnership act of 1932 says that we need the willingness of all partners before new partner has to be introduced in the firm. We cannot introduce the new partner unless it has been stated in contract. For instance if a current partner sold his share in the partnership, the person who buys the share is not liable to become partner except if other partners shows their positive consideration. One more thing minor can never be a partner if it has been clearly stated in contract. New partner is not accountable for paying the debts of the firm prior to his entrance. (Saeed, 2012_)_ RETIREMENT OF A PARTNER Another reason for the reconstitution of a firm is when partner wants to get retirement. Partner can be retired when he/she gets the consent of all other partners. It is clearly stated Partnership gives the notice to the partners if they have to get retirement. The methodology through which partners can get retirement is precisely mentioned in an agreement. Another point which cannot be missed is that the partner who is going to be retired has to give notice to the public about his decision in order to obtain freedom from liability of the debts of the firm. _(_ Saeed, 2012_)_ EXPULSION OF A PARTNER In law expulsion has exclusive meaning which says that it is the coercive retirement of an individual from a partnership by the other members because some inappropriate event has occurred. Due to this it is undesirable for an individual to be the part of the firm. Partnership – section 25 of the partnership act provides: _no majority of the partner can expel any partner unless the power to do so has been conferred by the express agreement between the partners._ CAUSES OF EXPULSION OF A PARTNER Expulsions takes place due to some reasons which include misconduct, dishonesty, unethical act, insolvency. Misconduct usually involves individual committing material or persistent breaches of the partnership member’s agreement or willfully neglecting to abide by any of his/her responsibilities. When individual commits crime he is dishonest. A partner cannot be in partnership anymore as soon as he is adjudged an insolvent. _(SILKIN, 2012)_ DEATH OF A PARTNER Firm is reconstituted when there is a death of a partner. Due to the death of partner, partnership can be dissolved until and unless it has explicitly stated that partnership will continue after this event. If partnership has to be dissolved after the death of the partner then remaining partners has to wrap up their work. When partnership is dissolved it does not necessarily means that it has been terminated. Sometimes businesses needs time to finish up their work. This continues until the liquidation is completed . (Lawyers.com) INSOLVENCY OF A PARTNER Insolvent means that when one person is failed to pay its debts. Reconstitution of a firm happens when partner becomes insolvent. A partner can become insolvent on two bases. First of all partnership business is going and when partnership is going too dissolved. Partners have to declare it officially or get it signed by many people when they want insolvency of a partnership. (BATASNATIN.COM) Under section 51 of partnership act, when partner is declared guilty of insolvency on the basis of petition of the partners or any one partner initiated, petition of more than three creditors in the partnership qualified as provided in section twenty of the act. _(PARTNERSHIP ACT, 1932)_ CONCLUSION To conclude we see, that we have covered detailed understanding of all our objectives. How a firm reconstitutes and how it is dissolved, how the various partners are subjected to fulfill each of their duties and are entitled to claim their rights. How the accounts are settled and affairs of the partnership are wound up. Structure of partnership business changes from time to time. These laws provide the ability to make any reconstitution among the business when any partner leaves or enters. Conflict is human nature, and in cases where conflicts interfere among the relations of businesses these laws are there to protect and safeguard our rights. Dissolution provides various advantages and safeguards the rights of each  partner. It provides liability provisions that which helps the partners to avoid costly litigations, and because it’s a contract, it binds all the partners to conform to each other’s rights, and make sure no one is done wrong. Provides guidelines for distribution of assets so that everyone gets their equitable share and no rights are misguided. This leads to a peaceful termination of the business. Also it lays down general rules and guidelines about what roles the Partners are going to play at the end of the business, one might notify the customer while the other Might handle liquidation or other aspects of the business, so on and so forth. In case of a dissolution agreement among the partners, they can create their own terms and they do not have to rely upon the default state laws, this is a very big advantage of such a process which allows both partners to benefit from the particular situatio n REFERENCES Mathur. B, (2010), â€Å"_Business Law_†. pg 588-590 Gulshan, S. (2001). â€Å"_Business law_†. (4th ed., pp. 154-160). New Delhi. Taylor, M. (2011_). â€Å"Essentials elements of a partnership agreement†_ Link: http://partnership.ezinemark.com/essentials-elements-of-a-partnership-agreement-32336052262.htm Nicholson. (2011). [Web log message]. Link: Retrieved from http://www.scribd.com/doc/52490419/Lecture-8-Law-of-Partnership Bloomsburyprofessional.com. (2007). â€Å"_Partnership law_†. Link: http://www.bloomsburyprofessional.com/ Saeed, K.A. (2012). â€Å"_Mercantile and Industrial Laws of Pakistan_†. Second Edition. Karachi: Oxford University Press. Silkin, L. (2012). â€Å"_Partnership and LLP’s: Expulsion_† Link:http://www.lewissilkin.com/en/Knowledge/2012/February/~/media/Knowledge%20PDFs/Partnerships%20and%20LLPs/Expulsion%20February%202012.ashx Lawyers.com_. â€Å"Termination of partnership†_ Link: http://business-law.lawyers.com/small-business-law/Termination-of-Partnerships.html Batasnatin.com. _†Insolvency of Partnerships & corporations when partnership may be declared insolvent†_ Link:http://www.batasnatin.com/law-library/civil-law/obligations-and-contracts/836-insolvency-of-partnerships-a-corporations.html

Foreign Policy of United States Essay Example | Topics and Well Written Essays - 1500 words

Foreign Policy of United States - Essay Example During this time, among other things was the settling of the West and the Indian Wars. The United States signed the Treaty of Guadalupe de Hidalgo in 1848 which gave the Southwestern lands to the United States. This began the migration west and the Indian Wars began. This time was marked by much sadness and death. Most of the western lands belonged to different Indian tribes. All of those tribes depended on their hunting grounds to survive. There was much to lose in the loss of their lands. Life would disappear as they knew it. As the white man continued to move into the area, with them came buffalo hunters and white ranchers. These people killed buffalo by the millions just to get their pelts and trampled the land. The people began to starve and there was no way to feed the women and children of the tribes. The government established treaties with most of the tribes giving them rations of food and clothing to allow pioneers to pass through their lands. Most of these pioneers came with the thoughts that the only good Indian is a dead Indian. The Indians land was taken from them and they continued to be forced onto to reservations that were on land that was mostly worthless. They could not hunt and the land would not support stock or farming. Even those that fought back like Sitting Bull and Red Cloud were eventually defeated. The Trail of Tears which was the removal of five Tribes from Southeast Oklahoma Cherokees were marched to a reservation. The march killed most of the old people and many of the women and children. It was a loss that the Cherokee and most of the white people of today will never let be forgotten but was only one example of the many cruelties that these People withstood. The Battle at Wounded Knee is another. In this case essentially a whole tribe was shot dead in camp. It is hard to see it as a Battle, as it seems it was pretty one sided. 1914-1919 Woodrow Wilson who was known as the President of the people was President at this time. He was the idealistic President and up until the time we entered World War I, the country was isolationist in values. Wilson changed many things in this country during that time. He believed that government should be for the common people and during his first term he helped farmers with the Federal Farm Loan Act and the Warehouse Act. The Farm Loan Act allowed low interest loans available to farmers and the Warehouse Act authorized them to have security loans on staple crops. Social welfare programs were started. Workman's compensation began to protect workers and the Child Labor Act began. The Child Labor Act only allowed products produced by children 14 or older to be sold. He followed that with the Adamson Act which only allowed children to work an 8 hour day. The Underwood Act established the first income tax and that was felled by the Federal Reserve Act. All of these things happened because of Wilson's idealist attitude (Ferrell, 2001). Unfortunately the idealistic attitude that helped the country so much also led to it entering World War I. Some say that Wilson had it in mind from the very beginning to enter the war and others say it was because of his pride (Hoover, 2009). We will probably never know the answer to that. Whatever

Ethical issues in urban planning Essay Example | Topics and Well Written Essays - 1000 words

Ethical issues in urban planning - Essay Example The code of ethics and the ethical principles in planning, present a comprehensive insight to the planners regarding their professional duties and responsibilities. The key ideas and principles that are highlighted in the code of ethics and ethical principles are given below. Aspirational values are discussed in much more detail that provide the planners a sense of commitment and belonging to different stakeholder especially pertaining to institute, profession, colleagues, clients, employers and the general public. However, the responsibilities of the planners in this respect are not binding to them. Code of ethics also provides specific procedures to deal with misconduct charges. Detailed discussions are highlighted in respect of proceeding of a misconduct case, rulings and the alleged violations in the code of ethics. Another quite important aspect that is highlighted in the code is the matters relating to serious crime commitments. Very stringent and rigorous procedures are detailed in the code of ethics with serious consequences in case if a crime is proved in respect of a planner. The ethical principles emphasize the planners on achieving high degree of standards while serving to the public interest as part of their utmost professional liability. This principle requires planner to provide accurate information to the public, plan for the needs of public, clarify the true goals and objectives, safe guard of environmental heritage and concentrate on decision making process along with the consequences of them Another promising feature of the ethical principle states that planners should ensure the integrity and proficiency so that the image of profession should not be hampered. For this objective, the planners are restricted in their dealings such that maintaining integrity and faithfulness, prohibiting the acceptance of the gifts,