Enron The Great Things Among Their Fellow Men Essay

Through history there are men who choose to do great things among their fellow men. On the contrary their men who abuse the positions they hold and take advantage of those around them. Scandals such as Enron, give us the ability to learn from and make the proper implications we need to avoid accounting frauds. We will evaluate Enron: who was involved, the signs of the scandal and the consequences. Enron, created in 1985 by merging two gas companies, Houston Natural gas and Internorth. Kenneth Lay was the man behind the madness operating as a chairman and CEO. The company was ranked as high as number-seven within Fortune Magazine top 500 companies. They had a whooping 22,000 employees and was worth about 70 billion. The shares boomed to over 90 dollars a share. The company was doing amazing right? Kenneth Lay unexpectedly retired, to me is odd. However, his replacement Jeffery Skilling seemingly continued to enhance the company. The company did not seem to skip a beat under Skilling. He was very confident in himself to the point to where he was arrogant. When he asked if he was smart by the admissions office of Harvard he replied â€Å"I’m f***ing smart.† To me, signaling that this guy is crazy. This was an interview, where you should try to impress. Another interesting fact is Skilling and his upper-management where known for taking enormous risks, even spilling over to their personal lives. They were known for taking trips where they would go motor-cycling and often come homeShow MoreRelatedEthical Misconduct7357 Words   |  30 Pagespublicly traded and privately held companies observing inappropriate behavior. The smallest organizations--those with fewer than 25 employees--were least likely to have employees who observed ethical misconduct. Other findings from the survey include: * Among the 52 percent of respondents who had observed at least one type of misconduct, 36 percent witnessed two or more violations. * Sixty-five percent of respondents said their organizations have a place where they can seek ethics advice. * Fifty-five percentRead MoreNature of Strategic Management13243 Words   |  53 Pagesto make decisions based on emotion, rather than on fact. But nothing could be mote illogical. TOSHIBA CORPORATION No business can do everything. Even if it has the money, it will never have enough good people. It has to set priorities. The worst thing to do is a little bit of everything. This makes sure that nothing is being accomplished. It is better to pick the wrong priority than none at all. PETER DRUCKER Executives, consultants, and B-school professors all agree that strategic planning isRead MoreEmployee Engagement and CSR: TRANSACTIONAL, RELATIONAL, AND DEVELOPMENTAL APPROACHES12982 Words   |  52 Pagesfor a company that â€Å"cares about how it impacts and contributes to society.† Cone also finds that among those already in the workforce, nearly seven in ten say that they are aware of their employer’s commitment to social/environmental causes and 65 percent say that their employer’s social/environmental activities make them feel loyal to their company.2 Companies are doing many different things to engage their employees through CSR. There has, for example, been an increase in traditional formsRead MoreSchool Management12126 Words   |  49 PagesSCHOOL MANAGEMENT ANS 1 – Definition of School Management The term ‘management’ encompasses an array of different functions undertaken to accomplish a task successfully. In the simplest of terms, management is all about ‘getting things done’. However, it is the way and the process of how one achieves ones target or goals and it is in this respect that management is considered an art and a science as well.   Management comprises  planning,organizing,  staffing,  leading  or directing, and  controlling  an  organization  (aRead MoreLibrary Management204752 Words   |  820 PagesManagement is one of the most essential skills in ensuring the effective functioning of any type of organization. This chapter will provide an overview of management, managers, and managerial functions focusing specifically on library management. Many great libraries flourished in ancient times, and these institutions continue their importance in the modern information age. Although libraries have been developed by various nations and cultures, they all share one overriding feature: They provide accessRead MoreHbr When Your Core Business Is Dying74686 Words   |  299 Pagesassess your company’s process-based transformations. 20 FORETHOUGHT Firms from developing countries are making a global mark†¦McDonald’s isn’t afraid to bite off more than it can chew†¦Women at Fortune 1,000 companies are securing top jobs faster than men†¦Make your employees prove their ideas’ worth†¦Work with Chinese ï ¬ rms to build respect for IP†¦Alchemists turn bad feedback into gold†¦Don’t discount the power of the QA†¦Consumers are slow to notice changes in product quality, for better and for worse†¦HowRead MoreThe Influence of Human Capital on Company Performance: a Preliminary Study of Telekom Malaysia10856 Words   |  44 Pagesusually shared through highly interactive conversation, story-telling and shared experience (Zack, 1993). Knowledge must be internalized and made tacit to be truly understood and applied to practice, it is best exchanged, distributed, or combined among communities of practice by being made explicit. Once shared, explicit knowledge can be internal ized and made tacit again by reapplying it to practice. This constant cycle of tacit creation leading to explicit combination and exchange enlarges the totalRead MoreManagement Course: Mba−10 General Management215330 Words   |  862 Pagesas the authority to make those decisions. RECOGNIZING THE IMPORTANCE OF THE QUALITY OF MANAGEMENT Company leadership builds this new business effectiveness as it systematically develops, operates, measures, and integrates all of the following things: ââ€"  ââ€"  ââ€"  ââ€"  ââ€"  ââ€"  ââ€"  ââ€"  ââ€"  Market and leadership capabilities Technology capacities Brand names Customer relationships Human resources International connections Business processes Supply networks Quality and service capability Moreover, all these factorsRead MoreStephen P. Robbins Timothy A. Judge (2011) Organizational Behaviour 15th Edition New Jersey: Prentice Hall393164 Words   |  1573 PagesModel 23 An Overview 23 †¢ Inputs 24 †¢ Processes 25 †¢ Outcomes 25 Summary and Implications for Managers 30 S A L Self-Assessment Library How Much Do I Know About Organizational Behavior? 4 Myth or Science? â€Å"Most Acts of Workplace Bullying Are Men Attacking Women† 12 An Ethical Choice Can You Learn from Failure? 24 glOBalization! Does National Culture Affect Organizational Practices? 30 Point/Counterpoint Lost in Translation? 31 Questions for Review 32 Experiential Exercise Workforce DiversityRead MoreDeveloping Management Skills404131 Words   |  1617 Pagestouching the equipment! Tom Peters counseled managers that, due to the chaotic pace of change, â€Å"If you’re not confused, you’re not paying attention.† And the late Peter Drucker characterized the current environment this way: â€Å"We are in one of those great historical periods that occur every 200 or 300 years when people don’t understand the world anymore, and the past is not sufficient to explain the future.† Almost no one would argue that â€Å"permanent white water† best characterizes our current environment

The Scandel at Banco Intercontinental - 859 Words

BANCO INTERCONTINENTAL (BANINTER) The scandal BanInter was the second largest privately held commercial bank in the Dominican Republic before collapsing in 2003 in a spectacular fraud tied to political corruption. The resulting deficit of more than US$2.2 billion was equal to 12% to 15% of the Dominican national gross (LatinNews, 2013). The banks main owner, Ramà ³n Bà ¡ez Figueroa, was accused of operating a secret â€Å"bank within the bank† by officials for more than ten years (Economist, 2003). Dominican Republic, President Leonel Fernà ¡ndez, introduced a number of reforms to the country’s economy. With his approval and the approval of the nation treasury, Banco Central, Daez merged his bank with Banco de Comercio (LatinNews, 2013). The terms of this deal were that, Banco Central would absorb Banco de Comercio’s liabilities, leaving BanInter walked away with the profitable portfolios that belonged to Banco de Comercio. BANINTER grew quickly into a typical family-run corporation, buying up or controlling smaller companies. The Group managed to control the countrys largest media group, the oldest and leading newspaper; four television stations, a cable television company, and more than 70 radio stations, thus making him powerful and highly influential (Wikipedia, 2013 ). On May the 15th, Baez, along with two other executives, were arrested for embezzling 55 billion Dominican pesos ($2.2 billion) from the family bank. Two-thirds of the money deposited by customers in the bank

Analytical Modal Of Circular Patch - 905 Words

ANALYTICAL MODAL OF CIRCULAR PATCH USING FSS AT 5.8GHZ FOR WLAN APPLICATION Amit Kirti Saran1, Gaurav Bhardwaj 2, Geeta 3 1,2EC Student, Apex Institute of Technology, Rampur, Uttar-Pradesh, India 3Assistant Professor, Apex Institute of Technology, Rampur, Uttar Pradesh, India 1amitkirtisaran@gmail.com 2gbhardwaj772@gmail.com 3geetikarock@gmail.com Abstract – In this letter, we describes the planning and comparative analysis of circular patch with FSS layer with regard to dimensional characterization. Patch and substrate can play the important role within the performance of the antenna. Dimensions and material of the substrate has an influence on the output parameters of the antenna. A comparative analysis is finished for the 2 models and Simulation output parameters return loss, VSWR, gain, radiation patterns and field distributions for each the cases square measure bestowed during this work. Substrate utilized Roger RT/Duroid 5880(TM) which has a dielectric constant of 2.2. The result demonstrates the wideband radio wire (antenna) to work exactly from 5.8GHz frequency band with ideal resonant frequency at 5.8GHz. This antenna mainly designed for wireless application as WLAN, Bluetooth and etc. Index Terms— Circular Patch, FSS, Coax-feed method, Return loss, Gain, HFSS 13.0 . I. INTRODUCTION MIRCOPATCH ANTENNA are divided into four categories they are: †¢ Microstrip Circular Patch Antenna †¢ FSS †¢ Slot antenna †¢ Coax-feed For remote correspondences, multi-band and

Essay about Turning Points in Hamlet - 1025 Words

There are three possible turning points in Hamlet: the players’ scene when Claudius’ guilt concerning the murder of King Hamlet is confirmed; the prayer scene when Hamlet forgoes the opportunity to kill Claudius; and the closet scene where Hamlet first takes action, but kills Polonius inadvertently. In the players’ scene, the ghost’s story is proved to be true, allowing Hamlet to avenge his father’s murder. In the prayer scene, Hamlet misses a perfect opportunity to kill Claudius, giving Claudius time to act against Hamlet. In the closet scene, Hamlet’s actions give Claudius the impression that he poses as a major threat to his continued succession on the throne. The death of Polonius also triggers a series of repercussions by altering†¦show more content†¦Therefore, Hamlet really did miss a perfect opportunity to kill Claudius, because Claudius would not have gone to heaven after all. This scene shows Hamlet’s indecisiveness, because after the players’ scene, he vows to take action in murdering Claudius. However, when the opportunity rises, Hamlet doesn’t take it. One might think that Hamlet is just making up excuses to avoid murdering Claudius. In forgoing this opportunity to kill Claudius, Hamlet allows Claudius time to act against him. Claudius attempts to rid himself of Hamlet and the possibility of his crime becoming discovered. nbsp;nbsp;nbsp;nbsp;nbsp;In the closet scene, Hamlet kills Polonius, thinking it is Claudius behind the curtain. When Hamlet goes to his mother to talk, Polonius is hiding behind the curtain and eavesdropping on their conversation. Polonius wants to prove that Hamlet’s behavior is based on Ophelia’s rejection of Hamlet’s love. Hamlet hears him behind the curtain and stabs him, thinking he is Claudius. This is an important turning point in the play, because this is the first time that Hamlet has taken action towards avenging his father’s death. Even though he has killed the wrong person, he has finally done something other than philosophize about retribution and murder. This scene also shows how Hamlet has changed as a character. Logically, it isn’t possible that it is Claudius behind the curtain, because Hamlet has just seen Claudius repenting for his sins and praying inShow MoreRelatedTurning Points in Hamlet Essay1065 Words   |  5 PagesThere a re three possible turning points in Hamlet: the players scene when Claudius guilt concerning the murder of King Hamlet is confirmed; the prayer scene when Hamlet forgoes the opportunity to kill Claudius; and the closet scene where Hamlet first takes action, but kills Polonius inadvertently. In the players scene, the ghosts story is proved to be true, allowing Hamlet to avenge his fathers murder. In the prayer scene, Hamlet misses a perfect opportunity to kill Claudius, giving ClaudiusRead MoreHamlet As A Turning Point Essay1528 Words   |  7 PagesBy analyzing Hamlet, by William Shakespeare, using Aristotle’s six elements and his definition of a turning point, one is able to uncover Hamlet’s false madness and see that his true intentions are set on revenge. The six elements are described as the most important aspects of drama, according to Aristotle, and they offer a close insight into this play and especially the character of Hamlet and his motives. Regarding plot, which is the most vital part of a play to Aristotle, Hamlet does not followRead MoreHamlet’s â€Å"To be, or not to be† soliloquy is the most famous of all the soliloquies in the play800 Words   |  4 Pagesis the most famous of all the soliloquies in the play because it is a turning point for Hamlet in the play. Suddenly the audience recognizes that Hamlet’s sanity is rapidly unraveling. The subject of this soliloquy is about suicide and essentially, Hamlet’s choice between life and death. Hamlet has gotten to point in the play where he can barely see a point to living anymore, an all time low for the once heroic character. Hamlet weighs the benefits to continuing life (â€Å"to be†), and those of endingRead MoreHamlet : A Flawed Anti-Tr agic Hero1715 Words   |  7 PagesAristotle’s poetics have long been considered the go-to guide for determining well written â€Å"poetry†, most notably in comedies and tragedies. Hamlet, like many of Shakespeare’s plays, is considered to be a tragedy although there is room to debate whether or not its protagonist is the quintessential tragic hero or a deeply flawed anti-tragic hero. Evaluating Hamlet using Aristotle’s theories, especially considering the criticism Shakespeare received for seemingly defying these ideals, may be the mostRead MoreThe Death Of King Hamlet960 Words   |  4 PagesThe death of King Hamlet effected many individuals lives to the point where great changes were made. Especially in regards to his son, Hamlet, who took the death – murder- of his father personally in both mental and emotional ways. By doing so, Hamlet portrays and experiences the death and loss of his father by acting out in manners in which magnify his iso lation and alienated actions. These would include excluding and distancing himself, turning on those closest, and taking on measures one wouldRead MoreWhat Is The Adaptation Of Hamlet Act 3 Scene 11257 Words   |  6 PagesAct 3 scene 1 of Hamlet as told by William Shakespeare shows Hamlets digression into depression. Within the words of the play, hides why Hamlet is moving into a depression. This is because of the death of his father. At a young age he lost his father, but not like any other person has. Hamlet Sr. was murdered by his own brother and then comes to his son to ask for him to avenge his death, by killing his uncle. Shakespeare’s adaptation shows a very narrow version of why Hamlet is internally strugglingRead MoreHamlet: Sanity vs Insanity Essay878 Words   |  4 Pagespossible to say at what point the stops pretending and starts actually being crazy?. In Hamlet by William Shakespeare, the way others interpret Hamlets behavior is different from the way Hamlet views himself. Hamlet is in a situation where his sanity is turning into insanity. He is like one of those people who tell so many lies that they start believing their own lies. Hamlets acting is so vivid to him that, unconsciously, his state of mind has become irrational. He is turning against everyone inRead MoreEssay on hamlet: sanity vs insanity842 Words   |  4 Pageswhat point the stops pretending and starts actually being crazy?†. In Hamlet by William Shakespeare, the way others interpret Hamlet’s behavior is different from the way Hamlet views himself. nbsp;nbsp;nbsp;nbsp;nbsp;Hamlet is in a situation where his sanity is turning into insanity. He is like one of those people who tell so many lies that they start believing their own lies. Hamlet’s acting is so vivid to him that, unconsciously, his state of mind has become irrational. He is turning againstRead MoreThe, No Scene Of Violence Exists For Its Own Sake1350 Words   |  6 Pagesrelate to the motive and effect of each scene and action. Hamlet is as much a story of emotional conflict, paranoia, and self-doubt as it is one of revenge and tragedy. The protagonist, Prince Hamlet of Denmark, is instructed by his slain father’s ghost to enact vengeance upon his uncle Claudius, whose treacherous murder of Hamlet’s father gave way to his rise to power. Overcome by anguish and obligation to avenge his father’s death, Hamlet ultimately commits a number of killings throughout the storyRead MoreThe Gravedigger and the Inevitability of Death in Shakespeares Hamlet1397 Words   |  6 PagesHamlet:   The Gravedigger and the Inevitability of Death From the appearance of the Ghost at the start of the play to its bloody conclusion, Hamlet is pervaded with the notion of death. What better site for a comic interlude than a graveyard? However, this scene is not merely a bit of comic relief. Hamlets encounter with the gravedigger serves as a forum for Shakespeare to elaborate on the nature of death and as a turning point in Hamlets character. The structure and changing mood of the encounter

Demutualization of Stock Exchanges Free Essays

DEMUTUALIZATION OF STOCK EXCHANGES PROBLEMS, SOLUTIONS AND CASE STUDIES Edited by SHAMSHAD AKHTAR Director, Governance, Finance and Trade Division, East and Central Asia Department, Asian Development Bank  © Asian Development Bank 2002 All rights reserved. The views expressed in this book are those of the authors and do not necessarily reflect the views and policies of the Asian Development Bank, or its Board of Governors or the governments they represent. The Asian Development Bank does not guarantee the accuracy of the data included in this publication and accepts no responsibility for any consequences for their use. We will write a custom essay sample on Demutualization of Stock Exchanges or any similar topic only for you Order Now Use of the term â€Å"country† does not imply any judgment by the authors or the Asian Development Bank as to the legal or other status of any territorial entity. ISBN 971-561-475-2 Publication Stock No. 100602 Published and printed by the Asian Development Bank P Box 789, 0980 Manila, Philippines . O. CONTENTS Foreword Principal Authors Abbreviations xiii xv xxi PART I : ISSUES INVOLVED IN STOCK EXCHANGE DEMUTUALIZATION 1 Demutualization of Asian Stock Exchanges— Critical Issues and Challenges by Shamshad Akhtar 1. 1 1. 2 1. 3 1. 4 1. 5 1. 6 1. 7 1. Introduction Demutualization: Its Definition, Size and Significance Motivation and Driving Factors for Demutualization From Mutuality to Demutualization of Exchange Benefits of Demutualization of Exchanges Regulatory Oversight: Challenges and Responses for Demutualized Exchange Financial Viability of Demutualized Exchange Conclusion 3 3 4 5 8 12 19 25 29 2 2. 1 2. 2 2. 3 2. 4 2. 5 2. 6 Background Information on Demutualizat ion by Pamela S. Hughes Introduction What Demutualization Means The Reasons to Demutualize The Models An Update Since Demutualization Conclusion 33 33 33 36 40 43 47 Demutualization of Stock Exchanges—Problems, Solutions and Case Studies APPENDIX 1 : The Models 48 3 Motivations, Mechanics and Models for Exchange Demutualizations in the United States by Roberta S. Karmel 3. 1 3. 2 3. 3 3. 4 Overview Reasons for Demutualization How Demutualization is Accomplished Post-Demutualization Models 59 59 61 65 70 4 The Structure of a Demutualized Exchange— The Critical Issues by David Holthouse 4. 1 4. 2 4. 3 4. 4 4. 5 4. 6 4. 7 Introduction Ownership Corporate Governance Access Rights Risk Management Financial Management Conclusion 73 73 73 77 80 81 82 83 Demutualization of Exchanges— The Conflicts of Interest (Hong Kong) by William Pearson 5. 1 5. 2 5. 3 5. 4 5. 5 5. 6 5. 7 Structure of Exchanges Regulatory Role and Self-Regulation Public Policy Objectives of Stock Market Regulation Why Should Demutualization Require a Reassessment of SRO Functions? What Responses are Being Developed to Deal with These Problems? Conclusion Hong Kongà ¢â‚¬â„¢s Framework: Listing of HKEx and the Framework for Dealing with Conflicts of Interest 85 85 88 91 92 95 99 100 iv Contents APPENDIX : Hong Kong Exchanges and Clearing Limited: Reinforcing Hong Kong’s Position as a Global Financial Centre—A Policy Paper 2 : Memorandum of Understanding for the Listing of HKEx on SEHK 3 : Section 13 of the Exchanges and Clearing Houses (Merger) Ordinance 4 : Chapter 38 of the Rules Governing the Listing of Securities on the Stock Exchanges of Hong Kong Limited 5 : Procedures to Deal with Conflicts of Interest 105 114 131 APPENDIX APPENDIX APPENDIX 133 138 APPENDIX 6 Demutualization of Exchanges—The Conflicts of Interest (An Australian Perspective) by David Holthouse 6. 6. 2 6. 3 6. 4 6. 5 6. 6 6. 7 6. 8 6. 9 Introduction Background to Conflicts An Exchange’s Listing Regulation of Other Listings Supervision of Intermediaries Profit Motive versus Supervisory Function Public Interest versus the Exchange’s Commerci al Interest New Business Lines Conclusion 145 145 146 148 149 149 150 152 153 154 7 Demutualization of Exchanges—The Conflicts of Interest (The Australian Regulator’s Experience) by Claire Grose 7. 1 7. 2 7. 3 Introduction Self-Listing Other Conflicts 157 157 157 160 v Demutualization of Stock Exchanges—Problems, Solutions and Case Studies 8 8. 1 8. 2 8. 3 Regulation of a Demutualized Exchange (Canada) by Pamela S. Hughes Introduction Role of an Exchange Self-Regulation and Government Oversight SRO Conflicts of Interest Supervision of Listings Self-Listing Managing Conflicts of Interest Prudential Regulation Shareholders Directors and Officers Memoranda of Understanding Conclusion 163 163 165 165 169 171 171 172 172 173 175 175 176 8. 4. 8. 5 8. 6 8. 7 8. 8 8. 9 8. 10 8. 11 8. 12 9 9. 1 9. 2 9. 3 9. 4 Regulation of a Demutualized Exchange (Singapore) by Lee Boon Ngiap Background Regulatory Issues Arising from Demutualization The Regulatory Relationship between the Monetary Authority of Singapore and Stock Exchange of Singapore Conclusion 177 177 178 179 183 10 Regulation of a Demutualized Derivatives Exchange (United States) by Natalie A. Markman 185 185 186 190 192 195 Introduction A New Framework Exchange Oversight Regulatory Issues Raised by Demutualization Conclusion 10. 1 10. 2 10. 3 10. 4 10. 5 vi Contents APPENDIX APPENDIX APPENDIX : Designated Contract Markets for Regulated US Derivatives Exchanges 2 : Registered Derivatives Transaction Execution Facilities 3 : The CFTC Market Surveillance Program 196 202 205 11 Regulation of Demutualized Exchanges (Australia) by Claire Grose 213 213 214 214 215 215 217 Legislative Framework Australian Securities and Investment Commission’s (ASIC) Powers Supervision by Market Operators Memoranda of Understanding (MOUs) Changes Due t o Demutualization New Legislation 11. 1 11. 2 11. 3 11. 4 11. 5 11. 6 PART II: DEMUTUALIZATION CASE STUDIES 2 Australian Stock Exchange—The Conversion to a Demutualized Exchange: ASX’s Experience by David Holthouse 12. 1 12. 2 12. 3 12. 4 12. 5 12. 6 12. 7 12. 8 12. 9 Introduction Background to Australian Stock Exchange’s Demutualization Obtaining Member Approval Mechanism Used for Conversion Changes to the Corporations Law The Demutualization Process Memorandum of Understanding (MOU) with ASIC Demutualization and Listing Outcomes Subsequent Supervisory Development: ASX Supervisory Review Pty Limited 221 221 222 223 224 225 226 228 229 230 ii Demutualization of Stock Exchanges—Problems, Solutions and Case Studies 12. 10 Changes in ASX’s Focus and Activities 12. 11 Conclusion 231 233 13 Hong Kong Exchanges and Clearing Limited— Demutualization, Merger and Listing: The Hong Kong Exchanges’ Experience by Lawrence Fok 235 235 236 238 239 242 246 Introduction Pre-Merger Period: Two Exchanges and Three Clearing Houses Merger and Proposal Reasons For the Merger Market Reform Conclusion 13. 1 13. 2 13. 3 13. 4 13. 5 13. 6 14 Hong Kong Securities and Futures Commission— The Conversion to a Demutualized Exchange: The Hong Kong Regulator’s Experience by William Pearson 247 247 250 255 258 258 The Need for Reform The Reform Process Rationalized Market Regulation Implementing Legislation: Exchanges and Clearing Houses (Merger) Ordinance Key Issues Arising from Hong Kong’s Experience with Demutualization 1 : Summary of the Exchanges and Clearing Houses (Merger) Ordinance 14. 1 14. 2 14. 3 14. 4 14. 5 APPENDIX 261 15 Singapore Stock Exchange—Demutualization and Listing of the Singapore Exchange Limited by Alan Shaw 265 265 Introduction 15. 1 viii Contents 15. 2 15. 3 15. 4 15. 5 15. 6 15. 7 15. 8 15. 9 Drivers for Change: The Rationale for Demutualization and Merger Impact of Demutualization The Merger Act The Process of Demutualization The Singapore Exchange’s Initial Public Offer The Structure of Singapore Exchange The Governance of Singapore Exchange Listing and Conflict of Interest 265 267 269 270 271 272 274 276 279 281 5. 10 Conclusion APPENDIX 1: Procedures to Deal with Conflicts of Interest 16 Toronto Stock Exchange—From Toronto Stock Exchange to TSE Inc. : Toronto’s Experience with Demutualization by Timothy Baikie 283 283 283 286 291 292 296 298 298 Introduction An Overview of the Toronto Stock Exchange (TSE) The Development of Mutual Exchanges Consolidation, Globalization and New Competition The Demutualization Decision Market Regulation by a Demutualized Ex change Next Steps Conclusion 16. 1 16. 2 16. 16. 4 16. 5 16. 6 16. 7 16. 8 17 Demutualization of the Philippine Stock Exchange by Maria Larrie Alinsunurin 299 299 300 300 301 304 307 Introduction Ownership Structure of the Stock Exchange Upon Demutualization Trading Rights Corporate Governance Business of the Exchange Statutory Regulatory Role 17. 1 17. 2 17. 3 17. 4 17. 5 17. 6 ix Demutualization of Stock Exchanges—Problems, Solutions and Case Studies PART III: STRUCTURE OF MUTUAL EXCHANGES 18 The Colombo Stock Exchange (Sri Lanka) y Rajeeva Bandaranaike 18. 1 18. 2 18. 3 18. 4 18. 5 18. 6 18. 7 18. 8 18. 9 Ownership Structure Listing Data Corporate Governance Business of the Exchange The Vision, Mission and Corporate Strategy Trading Rights Regulatory Framework Self-Regulation Statutory Regulatory Role 313 313 314 314 315 316 317 317 317 319 320 321 321 18. 10 Investor Protection 18. 11 Funding of the Colombo Stock Exchange 18. 12 Stock Exchange Seeks to Demutualize 19 The Kuala Lumpur Stock Exchange (Malaysia) y Securities Commission (Malaysia) 323 323 323 324 324 325 326 327 329 329 Introduction Ownership Structure of the KLSE Listing Data Corporate Governance Business of the Exchange Trading Rights Risk Management and Supervisory Issues Statutory Regulatory Role Stock Exchange Seeking to Demutualize 19. 1 19. 2 19. 3 19. 4 19. 5 19. 6 19. 7 19. 8 19. 9 x Contents 20 The Shanghai and Shenzen Exchanges: Business Operation, Governance Structure, and Regulatory Function (People’s Republic of China) by Feng Wei 331 331 332 333 335 337 Overview Business Operation Governance Structure Regulatory Function Outlook on Demutualization 0. 1 20. 2 20. 3 20. 4 20. 5 21 The Taiwan Stock Exchange (Taipei,China) by Wanpo (Mina) Wang 341 341 342 342 343 344 344 347 347 Ownership Structure of Taiwan Stock Exchange Corporation Listing Data Corporate Governance Business of the Exchange Trading Rights Risk Management Statutory Regulatory Role Stock Exchange Seeki ng to Demutualize 21. 1 21. 2 21. 3 21. 4 21. 5 21. 6 21. 7 21. 8 22 Current Organizational and Regulatory Structure of The Stock Exchange (Thailand) by Klao Sanasen 349 349 352 Thai Capital Market Structure The Stock Exchange of Thailand 2. 1 22. 2 xi Contents FOREWORD Demutualization of a stock exchange is entire process by which a non-profit member-owned mutual organization is transformed into a forprofit shareholder corporation. Exchanges around the world have been demutualizing because of international competition and technological challenges to traditional modes of trading securities. The change of a stock exchange from a member-owned organization to a for-profit shareholder corporation triggers a number of questions about regulatory oversight. When a demutualized exchange is listed on its own board, some regulatory oversight needs to be transferred to a government regulator. In many countries, demutualization of the major national stock exchange has been accompanied by general securities regulatory reform. This book grew out of a conference on Demutualization of Stock Exchanges held in Manila on 13-14 August 2001 organized under the APEC Financial Regulators Training Initiative sponsored by the Asian Development Bank. The conference focused on developing greater understanding of demutualization by discussing the general problems it engenders and how these might be solved, developing common themes and lessons from case studies and also seeing how different countries have evolved different approaches to demutualization. This book is divided into three parts. Part I, consisting of Chapters 1-11, discuss various dimensions and issues involved in the process of stock exchange demutualization. Chapters 1-3 give a broad overview of the reasons for demutualization, the critical issues and challenges, the decision-making process relating to demutualization and the possible models stock exchanges may choose, including that of a privately owned for-profit corporation and that of a publicly held company listed on the exchange’s own board. Chapter 4 sets forth the critical issues an exchange and its regulator must confront in connection with the demutualization process from the vantage point of a particular jurisdiction—Australia. Chapters 5-7 discuss the conflicts of interest raised by an exchange’s demutualization and then Chapters 8-11 set forth how regulators in Canada, Singapore, the United States and Australia attempted to deal with some of these conflicts through regulation. Part II of this book is a series of case studies. Chapters 12-17 discuss the demutualization experience in Australia, Hong Kong, Singapore, xiii Demutualization of Stock Exchanges—Problems, Solutions and Case Studies Toronto and the Philippines. Part III of this book provides information about jurisdictions that have not demutualized their exchanges. Chapters 18-22 discuss the Colombo, Kuala Lumpur, Shanghai and Shenzen, Taiwan and Thailand exchanges. Chapters 1-16 were submitted as papers by professionals who presented papers at the conference. Chapters 17-22 were submitted by participants in the conference who were not presenters. This conference was coordinated by the Finance and Industry Division (East) of ADB under the overall guidance and supervision of Ms. Shamshad Akhtar, Director, Governance, Finance and Trade, East and Central Asia Department. Special thanks are due to the various contributors as well as the organizers. The book has been edited by Ms. Akhtar. Ms. Roberta Karmel, Professor of Law at Brooklyn Law School, was engaged to integrate the conference materials and provide editorial advice. R. Jane Lee, a student at Brooklyn Law School supported the compilation of this book. Mr. Lyle Raquipiso coordinated the publication of this book and Ms. Nancy Bustamante provided administrative support. Geert H. P van der Linden . B. Director General East and Central Asia Department Asian Development Bank xiv Contents PRINCIPAL AUTHORS SHAMSHAD AKHTAR is Director, Governance, Finance and Trade Division of the Asian Development Bank’s (ADB’s) East and Central Asia Department. She oversees ADB’s financial market operations in the People’s Republic of China, Mongolia and the Central Asian Republics, including SME, microfinance and other rural market financial intermediation; governance and private sector assessment work; and trade liberalization and facilitation. Concurrent to holding other portfolio from 1998-2001, she was head of ADB Secretariat for Asia Pacific Economic Cooperation, leading the policy dialogue and preparation of all papers/ documents for this forum, involving interactions with Finance Ministers and Central Bank Governors and their Deputies. Before joining ADB in 1990, she worked as Economist in the World Bank in the 1980’s, and prior to that, in Pakistan’s Planning Agency. She obtained a B. A. in Economics and M. Sc. in Economics from Islamabad, an M. A. n Development Economics from University of Sussex in the United Kingdom (UK), and a Ph. D. in Economics also from UK. She had her post-doctoral fellowship as a Fulbright scholar and was visiting fellow at the Department of Economics, Harvard University in 1987. Ms. Akhtar has presented numerous papers on economics and finance in international conferences. TIMOTHY BAIKIE is Director, Global Market Initiatives at the Toronto Stock Exchange and is responsible fo r analyzing market structure issues from a broad, strategic standpoint, including the market model for the Global Equity Market (GEM). Previously, he was Special Counsel, Market Regulation and Director of the Regulatory and Market Policy Division of the Exchange, which is responsible for policy and rule development for the equities and derivatives market. He has spoken at numerous conferences on market regulation, market structure and corporate governance issues and was a member of the Advisory Board for the 1999 Canadian Corporate/Securities Law Moot Court Competition. He received a B. A. from York University (Glendon College), an LL. B. and a B. C. L. from McGill University and an LL. M. rom the University of Illinois at Urbana-Champaign. He was called to the Ontario Bar in 1987. LAWRENCE FOK is the Deputy Chief Operating Officer of Hong Kong Exchanges and Clearing Limited and the Chief Executive of the Stock Exchange. Mr. Fok joined the Stock Exchange in February 1992 and was xv Demutualization of Stock Exchanges—Problems, Solutions and Case Studies appointed Executive Director of the Listing Division in F ebruary 1997 and Senior Executive Director of its Regulatory Affairs Group in November 1998. Mr. Fok has over 19 years of experience in financial services and securities regulatory work. Before joining the Stock Exchange he worked for the Securities and Futures Commission, the Office of the Commissioner for Securities and Commodities Trading of the Hong Kong Government and other private organisations in areas of corporate finance advisory work, securities dealing, venture capital investment, mainland China trade and investment management. CLAIRE GROSE is Special Counsel, Regulatory Policy Branch at the Australian Securities and Investments Commission (ASIC). For two years prior to July 2001, she held the position of ASIC’s Director, National Markets Unit. Before joining ASIC in January 1999, Ms. Grose was a senior partner in the national Australian law firm Freehill Hillingdale Page, specialising in corporations and securities law. She has more than 20 years experience as a corporate lawyer and played a major part in developing changes to the Corporations Law in Australia in her role as a member of the Corporations Law Simplification Task Force from October 1993 to March 1997. DAVID HOLTHOUSE is National Manager, International Affairs, at the Australian Stock Exchange (ASX), which he joined in February 1996. His responsibilities include fostering links with governments, businesses and market participants to ensure that ASX has a role in shaping the regional capital market environment, coordinating ASX’s international activities to ensure strategic fit, identifying cross-border listing opportunities where ASX can add value, and providing an effective protocol service on behalf of the Exchange. He has been a member of the Working Committee of the East Asian and Oceanian Stock Exchanges Federation (EAOSEF) since 1997 and is currently the Federation’s Working Committee Chairman. A key activity of the Committee during this time has been the facilitation of cross-border trading. He was formerly a career naval officer, retiring as a Rear Admiral in 1993. He is a member of the governing bodies of a number of professional and charitable organisations, and a Graduate of the Australian Institute of Company Directors. He is a Chartered Professional Engineer, and a Fellow of both the Institute of Engineers Australia and the Institute of Marine Engineers (UK). He was appointed as an Officer in the Order of Australia in 1991. xvi Principal Authors PAMELA S. HUGHES is a securities law partner at Blake, Cassels Graydon LLP in Toronto. Her practice focuses on international corporate finance and mergers and acquisitions transactions and advice regarding capital market regulatory reform. Ms. Hughes is a member of the team of lawyers from Blake, Cassels Graydon involved in the ongoing Ontario Securities Commission (OSC) Policy Reformulation Project which commenced in 1995. Prior to February 1, 1995, Ms. Hughes was Director of the Capital Markets/International Markets Branch of the OSC. Ms. Hughes has also taught international securities regulation in the LL. M. programme at Osgoode Hall and the LL. B. programme at the University of Toronto, and was a contributing editor to North American Corporate Lawyer. Ms. Hughes updated the chapter on Philippines securities law in International Securities Regulation: Pacific Rim, Volumes I and II (New York: Oceana) released in 2000. In 2000, Ms. Hughes was nominated by the federal Department of Finance to the financial services roster for dispute resolution under the North American Free Trade Agreement. ROBERTA S. KARMEL is a Professor of Law and Co-Director of the Center for the Study of International Business Law at Brooklyn Law School and Of Counsel to the law firm of Kelley Drye Warren LLP In addition, she is a . director of the Kemper Insurance Companies. She was a Commissioner of the Securities and Exchange Commission from 1977-80, and a public director of the New York Stock Exchange, Inc. from 1983-89. She received a B. A. cum laude from Radcliffe College in 1959 and an LL. B. cum laude from New York University School of Law in 1962. Professor Karmel is the author of over 30 articles in legal journals, and writes a regular column on securities regulation for the New York Law Journal. Her book entitled Regulation by Prosecution: The Securities and Exchange Commission vs. Corporate America was published by Simon and Schuster in 1982. LEE BOON NGIAP heads the securities regulatory policy function in Monetary Authority of Singapore (MAS). His division is responsible for regulatory framework development, policy coordination and market analysis of the securities, futures and asset management industries in Singapore. Prior to taking up his responsibility in the Securities and Futures Department, Mr. Lee was the Representative in the MAS office in London, responsible for spearheading the promotion of Singapore as an attractive place for UK and European financial institutions to invest and set up operations. Mr. Lee joined MAS in 1986 and worked in several departments before joining the Markets and Investment Department, where he rose to become a Senior Assistant Director in the Monetary Management Division. xvii Demutualization of Stock Exchanges—Problems, Solutions and Case Studies There his responsibilities included the conduct of Singapore’s exchange rate and monetary policies, and management and evaluation of the foreign exchange exposures of public sector entities. He holds an honours degree in Civil Engineering from the National University of Singapore and is a Chartered Financial Analyst. NATALIE A. MARKMAN is Counsel to Commissioner Thomas J. Erickson of the US Commodity Futures Trading Commission. She provides legal counsel and analyzes such policy issues as those created by derivatives market deregulation, electronic trading, and exchange demutualization. Ms. Markman reviews and evaluates all documents submitted by staff for Commission approval, including exchange designations, contract and rule approvals, rulemakings, opinions, and enforcement actions. Previously, she served as Special Counsel in the Commission’s Office of International Affairs, as an Attorney-Advisor in the Office of the Chief Counsel of the Commission’s Division of Trading and Markets, and as an Attorney-Advisor to Commission Administrative Law Judge George H. Painter. Ms. Markman also was a Teaching Fellow for the Foundations of American Law and Legal Education program at the Georgetown University Law Center, where she received her J. D. degree in 1993. WILLIAM PEARSON is Director in the Corporate Finance Division of the Securities and Futures Commission (SFC) in Hong Kong. He is responsible for assisting in formulating policies for the effective regulation of listed companies and the securities markets. Daily work involves monitoring and regulating corporate activities of publicly listed companies, overseeing the Stock Exchange in its listing related functions, nd approving offerings of shares and debentures to the public by non-listed companies. Mr. Pearson joined the SFC as a Senior Manager in the Corporate Finance Division in 1998. Prior to that he spent nine years as a lawyer with Norton Rose, a London law firm, practicing in the areas of corporate finance and MA. He graduated as a lawyer from King’s College, London in 1987. ALAN JOSEPH SH AW is Executive Vice-President of the Singapore Exchange Limited, Head of Risk Management and Regulation. Previously, from 1991-2000, he was National Manager, Supervision of the Australian Stock Exchange Limited, Melbourne. He was educated at the University of Melbourne, from which he received a Bachelor of Laws in 1979, a Graduate Diploma of Public Policy in 1988, and a Master of Arts in Public Policy in 1994. From 1980-91, he served as a Principal xviii Principal Authors Legal Officer for the National Companies and Securities Commission, as a Judge’s Associate, and as a Barrister. He has authored a number of articles on company law. xix Abbreviations ABBREVIATIONS Amex APEC Archipelago Archipelago Exchange ASIC ASTC ASX ATS BOT CATS CBA CBI CBOT CCASS CDNX CDS CFE CFTC CGE CME CMP CNS CSE CSRC DTF EBOT ECM ECN Australian Securities and Investments Commission Australian Settlement and Transfer Corporation Pty Ltd Australian Stock Exchange alternative trading system Bank of Thailand computer assisted trading system Colombo Brokers Association Canadian-based interlisted issuer Chicago Board of Trade Central Clearing and Settlement System Canadian Venture Exchange Central Depository System communication front-end system Commodity Futures Trading Commission Committee on the Governance of the Exchanges Chicago Mercantile Exchange Capital Market Masterplan Continuous Net Settlement Colombo Stock Exchange China Securities Regulatory Commission derivatives transaction execution facility exempt board of trade exempt commercial market electronic communications network American Stock Exchange Asia Pacific Economic Cooperation Archipelago Holdings, LLC Arc hipelago Exchange, LLC xxi Demutualization of Stock Exchanges—Problems, Solutions and Case Studies ETF ETP FCM FIBV GEM HIBOR HKCC HKEC HKEx HKFE HKFECC HKSCC IDA IISL IMM IOM IOSCO IPO KLSE KULBER LFX LSE MAS MCD MDEX ME MESDAQ MkSE MMCD MOF MOU MSE xchange traded fund equity trading permit futures commission merchant International Federation of Stock Exchanges Growth and Emerging Market Hong Kong Interbank Offered Rate HKFE Clearing Company Hong Kong Exchanges and Clearing Hong Kong Exchanges and Clearing Limited Hong Kong Futures Exchange Limited HKFE Clearing Corporation Limited Hong Kong Securities Clearing Company Investment Dealers Association India Index Services Products Limited International Monetary Market Index and Option Market International Organization of Securities Commissions Initial Public Offer Kuala Lumpur Stock Exchange KLSE-Bernama Real-Time Information Services Labuan International Financial Exchange London Stock Exchange Plc Monetary Authority of Sing apore Malaysian Central Depository Malaysia Derivatives Exchange Montreal Exchange Malaysian Exchange of Securities Dealing and Automated Quotation Bhd Makati Stock Exchange Mark to Market Collateral Deposit Ministry of Finance memorandum of understanding Manila Stock Exchange xxii Abbreviations MSRS NASD NASDAQ NASDR NSE NYSE OECD OM OSC OTC PCX PCX PCX Holdings PCXE PSE REC RIIAM SAFE SC SCA SCANS SCCP SCORE SCH SEA SEC SEHK SEL SEOCH SES SET Malaysian Share Registration Services National Association of Securities Dealers, Inc. NASDAQ Stock Market, Inc. NASD Regulation, Inc. National Stock Exchange of India New York Stock Exchange Organisation for Economic Co-operation and Development OM Gruppen AB Ontario Securities Commission over-the-counter Pacific Exchange PCX Equities, Inc. PCX Holdings, Inc. PCX Equities, Inc. Philippine Stock Exchange, Inc. recognized exchange controller Research Institute of Investment Analysts Malaysia South Asian Federation of Exchanges Securities Commission Securities Commission Act 1993 Securities Clearing Automated Network Services Sdn Bhd Securities Clearing Corporation of the Philippines System on Computerised Order Routing and Execution Securities Clearing House Securities and Exchange Act of 1992 Securities and Exchange Commission The Stock Exchange of Hong Kong Limited Taiwanese Securities and Exchange Law SEHK Options Clearing House Limited Stock Exchange of Singapore Stock Exchange of Thailand xxiii Demutualization of Stock Exchanges—Problems, Solutions and Case Studies SFA SFC SFE SGX SGX-ST SIA SIIS SIMEX SIPF SME SRC SRO STAMP TBDC TSD TSE TSE RS TSE TSEC TSI Securities and Futures Act Securities and Future Commission SFE Corporation Limited (formally known as Sydney Futures Exchange Limited) Singapore Exchange Limited Singapore Exchange Securities Trading Ltd Securities Industry Act 1983 Special Isolated Immediate Settlement Singapore International Monetary Exchange Limited Securities Investors Protection Fund Small Medium Enterprise Board Securities Regulation Code Self-regulatory organization standard message protocol Thai Bond Dealing Center Thailand Securities Depository Co. , Ltd. The Toronto Stock Exchange TSE regulatory services Tokyo Stock Exchange Taiwan Stock Exchange Corporation Thailand Securities Institute xxiv PART I Issues Involved in Stock Exchange Demutualization Demutualization of Asian Stock Exchanges—Critical Issues and Challenges 1 Demutualization of Asian Stock Exchanges— Critical Issues and Challenges Shamshad Akhtar 1 1. 1 Introduction Stock exchanges offer a host of services to listing companies. These include: (i) liquidity, (ii) execution of services, (iii) signaling function for listed companies, (iv) monitoring of trading to prevent manipulation and insider trading, (v) standard rules to reduce transaction costs, and (vi) clearing of buy and order transactions. Traditionally, stock exchanges operating as a â€Å"club of brokers† offered these services as monopoly operators serving largely under a mutual governance structure. The members of the club enjoyed rights of ownership, decision-making (one member, one vote), and trading. Value enhancement of the exchange was achieved by restricting access. Stock exchanges are now increasingly changing their business model and restructuring themselves across the world due to the simultaneous convergence of a number of powerful developments. The most notable of these has been the: (i) rapid advancement and innovation 1 Director, Governance, Finance and Trade, East and Central Asia Department, Asian Development Bank. 3 Part I: Issues Involved in Stock Exchange Demutualization n technology that has facilitated alternative trading systems (ATS) including electronic communication networks (ECNs); and (ii) growing market competition and integration as well as globalization induced partly by cross-bo rder listing and portfolio flows, etc. Together these developments have eroded the significance of physical national stock exchanges and their trading floors. Consequently, across the globe stock exchanges are now rethinking their business strategy and model in order to find ways of how best to survive. In the process, exchanges have evolved towards new corporate, legal and business models to strengthen governance and face the competition. This process of transformation from members’ associations into for-profit corporations is referred to as demutualization. There is a great need to distill lessons from the rapidly evolving experience with demutualization and synthesize both the normative and positive aspects of this exciting and relatively new structure so that developing countries can take advantage of it. This paper, therefore, aims to provide basic perspectives and dimensions of demutualization based on a review of literature and experience. In the process it explains: (i) What is demutualization and how significant has it been? (ii) What factors have been driving the demutualization of exchanges? iii) What ownership, legal and strategic approaches are being adopted in the process of demutualization? (iv) What are the principal benefits of demutualization? (v) What regulatory challenges and responses does a demutualized exchange face? (vi) Have the demutualized exchanges been financially viable? 1. 2 Demutu alization: Its Definition, Size and Significance Demutualization, in the strictest sense, refers to the change in legal status of the exchange from a mutual association with one vote per member (and possibly consensus-based decision making), into a company limited by shares, with one vote per share (with majority-based decision making). Demutualization makes sense if it induces a change in the exchange’s objective from managing the interests of a closed 4 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges member-based organization with a central focus on providing services for the benefit primarily of the members/brokers and keeping costs and investments limited to financing agreed by members, into a company set up with the objective of maximizing the value of the equity shares by focusing on generating profits from servicing the demands of their customers (brokers and investors) in a competitive manner. The number of exchanges that have privatized or listed has been increasing since the Stockholm Stock Exchange demutualized in 1993. In 1999, 11 stock exchanges had been privatized or listed and this number rose to 21 by early 2002, with several other exchanges either considering demutualization or already having stated their intent to do so. Of the World Federation of Stock Exchanges-formerly the International Federation of Stock Exchanges (FIBV)-member exchanges, around 52% of stock market capitalization is accounted for by demutualized exchanges. In Asia, demutualized stock exchanges including the Tokyo Stock Exchange now account for 76 % of the region’s market capitalization (Figures 1. 1 and 1. 2). Figure 1. 1. Market Capitalization FIBV Stock Exchanges (2001) Figure 1. 2. Market Capitalization Stock Exchanges in Asia (2001) Demutualized 52% Not demutualized 48% Demutualized 76% Not demutualized 24% Source: International Federation of Stock Exchanges (FIBV) Source: International Federation of Stock Exchanges (FIBV) 1. 3 Motivation and Driving Factors for Demutualization Today, exchanges are no longer the sole primary and secondary market makers or the sole service providers of trade execution, signaling or other activities. This is largely because of the widespread proliferation of ATS and ECNs that have been supported by technological revolution and introduction of high capacity hardware, software packages and Internet facilities. ATS/ECNs have allowed efficient and effective matching 5 Part I: Issues Involved in Stock Exchange Demutualization of the buy and sell orders of customers at lower transaction costs, while offering price transparency, trader anonymity and extended trading hours. Large global brokers are able to price-match within their own order-stock and only report the net position as a trade to the exchange (thus avoiding transaction costs). Given the competitive edge, the market share of the ECNs has grown. In 2002, ECNs have accounted for 45% of NASDAQ shares traded (compared to 25. 5% in 1999) – although they only accounted for about 5% of the listed shares traded. Of the several ECNs, Island ECN alone accounted for 32% of the ECN’s market share. Instinet makes up another 29%, ArcaEx 27. 2% (formed through the merger of Archipelago and REDIBook), Bloomberg Tradebook 6. 3% and Brut ECN 5. 3%. The rest is accounted by other networks. 2 Having attracted substantial trading, ECNs are also entering into strategic alliances or tie ups with other exchanges or are offering services such as quotes and listing shares to further raise revenues. The growing competitive pressure has also triggered a wave of restructuring and mergers and alliances among securities markets to maximize economies of scale, accessibility and market reach, while providing global trade facilities through around the clock trading. For instance: (i) Euronext was established by the merger of former national exchanges in France, the Netherlands, Belgium and Portugal and the integrated equity trading markets of the northern-European countries of Sweden, Finland, Denmark and Norway; (ii) in the derivatives markets, a/c/e, the trading platform of Eurex and Chicago Board of Trade (CBOT), and Globex (Chicago Mercantile Exchange, Liffe, Singapore and others), have already formed global alliances with participants from all time zones, thus creating 24 hour trading markets; and (iii) NASDAQ has developed global alliances/interconnections to attract more liquidity for the United States and regional securities markets. NASDAQ has structured agreements with Europe, Japan, Hong Kong and Canada and is positioned for similar arrangements with China, Latin America and Middle East. In Asia, several exchanges have trading links and dual-listing agreements with the United States-based NASDAQ. 2 Global Finance Staff Research. 2002. National Association of Securities Dealers (NASD). JP Morgan, H. 6 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges The market integration has encouraged a process of disintermediation. With the emergence of new structures, there is no need for formal floors of stock exchanges or financial market intermediaries and participants, as they do not add value (to match the cost) to trading of securities. Exchanges with low market capitalization and weak trading volumes have had to particularly re-examine their operations and organizations with the view to increasing their competitive offering and price mix to minimize further diversion of trading volumes. Summarizing the emerging issues, a recent World Bank study3 concluded that: â€Å"Powerful trends of internationalization and migration of order flow are putting pressures on stock exchanges around the world. For some exchanges, already more than half of trading and listing has migrated offshore†¦ Migration makes it difficult for countries to sustain a full-fledged local stock exchange. As trading volumes further decrease, financing the fixed overhead of maintaining market oversight, clearing and settlement systems, †¦ and generating enough business for local investment banks, accounting firms, and other support services will become even harder, especially for smaller emerging markets. The trend towards increased migration will thus make it more difficult for small exchanges to survive. † [page 18] In order to survive in this environment, exchanges need to diversify and move towards commercially oriented business practices with greater focus on improving efficiency, accessibility and ease of use of their systems. Since exchanges have higher overhead costs (as compared to ECNs) due to (among other things) cost of building and facilities, they need to strive harder to achieve profitability and economies of scale, while offering competitive services and fees compatible to those being provided by the ECNs. These considerations have driven exchanges to consider alliances and consolidation. By merging two exchanges, the exchange can multiply the volume at the same overhead cost (provided cost cutting synergies are fully explored). It can thus offer to the investors and brokers more listed securities for trading on the same platform. There are forecasts available that indicate that by 2010, there will be fewer than five major stock exchanges; and, perhaps two or three of these will be entirely electronic markets—which have not yet been established. 4 3 4 Claessens, Stijn, et. l. 2002. Explaining the Migration of Stocks from Exchanges in Emerging Economies to International Centers. World Bank Working Paper No. 2816. Young, Patrick. 1999. Capital Marke t Revolution: The Future of Markets in an Online World. Harlow: Financial Times. 7 Part I: Issues Involved in Stock Exchange Demutualization 1. 4 From Mutuality to Demutualization of Exchange The transformation of exchanges from mutual to demutualized structure involves two key features: (i) a change in the ownership structure, and (ii) a change in legal as well as organizational form. Both need to be accompanied by adequate safeguards to ensure appropriate governance. Depending on the nature of ownership and legal forms adopted, the demutualized exchange—given their corporate model and facing growing competitive pressures—lends itself to focusing on evolving strategic positioning which, depending on a number of conditions, could involve greater market consolidation, vertical integration and product diversification. 1. 4. 1 Ownership Structure The transformation from the mutual member-based to demutualized exchange involves issues of transferability of ownership from members to nonmembers. There are various ways that dilution of membership can be achieved. Sequentially, it involves conversion of existing member seats by monetizing these and assigning a certain value per seat. Once the valuation is done, the members can opt to convert their membership to share ownership or to sell off their interest to nonmembers. In most cases of demutualization of exchange, members have opted to retain their share ownership. A listing of equity shares in the exchange facilitates the unlocking of the members’ equity and buy out of the interest of the traders, while leading to the monetization of the value of the members’ seats. An entity with freely transferable shares, rather than membership rights, can form equity-swap-based strategic alliances or mergers with other exchanges, domestically or in other countries or time zones. Such alliances are stronger and offer greater credibility than pure cooperation agreements. To avoid stock exchanges operating in special or limited interests, securities regulators often place restriction on ownership by one holder or a group of holders to non-controlling stakes of 5-10%. Limits on ownership stakes could affect potential take-over by other exchanges. Such take-overs could have merit in terms of efficiency and economies of scale of the market especially where more efficient participants acquire inefficient ones. Recognizing the synergies of take-overs, most demutualized exchanges have provisions in place to allow other 8 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges exchanges, or technology partners, the possibility of acquiring or swapping strategic stakes. The reluctance to relinquish control to strategic partners or owners remains however one reason why non-equity, swapbased cooperative alliances have been more prolific in the exchange industry. 5 Indeed, several hostile take-over attempts (including OM Gruppen’s moves to acquire the London Stock Exchange in 2000, and the bidding war for Sydney Futures Exchange by Australian Stock Exchange and Computershare in 1999) have failed due to the voting strength still exerted by the brokers (Table 1. 1). 1. 4. 2 Legal and Company Structure Most stock exchanges are registered as private limited companies with a paid-up capital base, while others operate as member associations or cooperative arrangements. At the end of 2000, FIBV statistics indicates that 90% of its member exchanges, accounting for 60% of market capitalization, were private limited companies. Almost 46% of these were legal company exchanges with inside ownership. Around 25% (accounting for 21% of market capitalization) of the exchanges had been privatized, 13% (accounting for 8% of market capitalization) were registered as listed companies6 and the remaining 17% had other types of status—with some being state-owned or semi-public entities (such as the Shenzhen and Shanghai Stock Exchanges (SZSE and SHSE). As evident in Table 1. 2, in Asia, with the exception of SZSE and SHSE, most of the exchanges are legal entities registered as private limited companies. So far, five exchanges in Asia have been fully demutualized, with three of these listed on their own exchange, and another two have announced plans to demutualize in 2003. The legal structure for the demutualized exchange is based on considerations similar to that for any profit-making company including decisions on number of shareholders (partnership vs. corporation), voting procedures, limitation of liability (liability limited to equity invested vs. joint and several liability for all debts), accounting and reporting requirements (based on taxation laws and on partners/shareholders’ access to information of the company) and distribution of dividends (re-investment 5 6 Interestingly, this is similar to another rapidly globalizing industry with national quasimonopolistic companies—the airline industry—in which global cooperation alliances have proven very important for customer retention. Notably half (of six) of the exchanges that have listed themselves are in Asia. 9 Part I: Issues Involved in Stock Exchange Demutualization Table 1. 1. Asian Stock Exchanges: Shareholding Structure SHAREHOLDING LIMIT Australian Stock Exchange (ASX) Initially maximum shareholding limit was 5%, but the Financial Services Reform Act raised this to 15% in March 2002. Higher shareholding can be allowed if it is in national interest subject to approval of the Minister for Financial Services and Regulation. Singapore Exchange Limited (SGX) Maximum shareholding limit is 5% and can be higher if approved by the Monetary Authority of Singapore (MAS). In 2001, MAS announced that, with its approval, strategic investors and fund managers who invest pools of consumer funds could acquire up to 10% of share-holding. SHAREHOLDING STRUCTURE As of June 2001, issued and paid-up capital of ASX amounted to A$106,282,000. After listing, ASX’s shareholders rose from 606 to 16,313. Besides individual investors, the large domestic and international fund managers subscribed to ASX equity including Chase Manhattan Nominees Ltd. whose holding is 6. 9%, National Nominees Ltd. 3. 5%, followed by AMP Life Ltd. (2. %), Westpac Custodian Nominees Pty. Ltd. (2. 11%) and Citicorp Nominees Pty. Ltd. (2. 07%). The top 20 shareholders account for 27. 3% of issued capital. SGX has authorized share capital of S$1,000,000,00. As of August 2001, its issued and paid-up capital stood at S$10,000,000. The top sharehold ers include SEL Holdings Pte. Ltd with 25% of total shares (but owing to the restrictions in the exercise of votes attached to shares, SEL is not regarded as a substantial shareholder), Raffles Nominee Pte. Ltd. (12. 9%), followed by DBS Nominees Pte. Ltd. (9. 9%), Overseas-Chinese Bank Nominees Ltd. (5. 3%) and HSBC Singapore Ltd. and Citibank Singapore (each over 4. %), and others with significant stake in the range of 0. 60-2%. The top 20 shareholders account for 77. 8% of total shares. Out of the shares issued to SEL, the Company made an Initial Public Offer (IPO) and a private placement. The IPO raised S$470 million. Consequently, the issued and fully paid share capital of SGX increased from S$61,670 as at 30 June 2000 to S$10 million as at 16 November 2000. HKEx has authorized share capital of HK$2,000,000,000. As of December 2001, issued and fully paid capital amount to HK$1,040,664,846. As of March 2002, the two Central Clearing and Settlement System (CCASS) Participants hel d 28. 8%, and 12. 1% of HKEx’s issued share capital. SFC granted approval to these two entities as minority controllers of HKEx on the basis that the shares are held in custody for their clients. Hong Kong Exchanges and Clearing Limited (HKEx) Maximum shareholding limit is 5%. The Securities and Futures Commission (SFC), in consultation with the Finance Secretary, may give approval to a person to hold more than 5% where it can be demonstrated to be in the interest of the public or the investing public. Philippine Stock Exchange (PSE) The Securities Regulation Code imposes a 5% maximum shareholding limit for individuals and individual companies and 20% for industry or business groups. The demutualized PSE has an authorized capital stock of P36. million, with subscribed and fully paid-up capital base of P9. 2 million representing a portion of the members’ total contribution of P286. 6 million as of 31 December 2000. Each of the 184 member-brokers was granted 50,000 common shares of the new PSE at a par value of P1. 00 per share. T he remaining members’ contribution of P277. 4 million will be booked under additional paid-in surplus. Prior to demutualization, TSE had a capital of Y11,500 million. After demutualization, TSE raised it to Y22,874 million by issuing 2,300,000 shares for equal allotment to its members. The total number of authorized shares after demutualization is 9,200,000. TSE now has 114 shareholders. Tokyo Stock Exchange (TSE) Under the Securities and Exchange Law, there is a 5% maximum shareholding limit. Source: Stock Exchanges. Latest Annual Reports 10 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges Table 1. 2. Asian Stock Exchanges: Legal and Corporate Structure STOCK EXCHANGE TSE LEGAL FORM TSE was demutualized on 1 November 2001 Legal Status: Company SGX was demutualized in December 1999 Legal Status: Company (for profit). Singapore Exchange Securities Trading Limited (SGX-ST), the stock exchange, is a wholly-owned subsidiary of SGX. HKEx was demutualized in March 2000 Legal Status: Company (for profit) with the Stock Exchange of Hong Kong Limited (SEHK) set up as a wholly- owned subsidiary of HKEx. ASX was demutualized on 13 October 1998 Legal Status: Company (for profit) LISTING STATUS Not listed (plans to list in FY2005) SGX On 23 November 2000, the Company was admitted for listing of SGX-ST. SGX became a public-listed company with 1,000,000,000 ordinary shares outstanding. HKEx Listed ASX ASX was listed on its own exchange on 14 October 1998. When ASX shares were quoted on 14 October 1998, they closed at A$4. 25; sub-sequently they rose as high as A$16 by 16 March 1999. By the end of 1999, they traded at a range of A$10 to A$11, valuing the company at between A$1 billion and A$1. 1 billion. Not Listed PSE PSE was demutualized in August 2001 Legal Status: Company Source: Stock Exchanges. Latest Annual Reports needs vs. distribution to partners, taxation). In most jurisdictions, a limited liability company has been observed to be the traditional and preferred option for profit-making ventures involving more than a close group of partners. The methods for transforming an association into a limited liability company varies between jurisdictions, but in principle, the existing members agree to transfer the assets and operations of their association to a newly formed company, in exchange for shares in that new company. 11 Part I: Issues Involved in Stock Exchange Demutualization 1. 5 Benefits of Demutualization of Exchanges 1. 5. Improvements in Corporate Governance Exchanges, when run as mutual associations, clubs and cooperatives of traders and brokers allow members exclusive rights of access to trading systems and platforms. Operating under this mutual structure, exchanges enjoyed quasi or full monopoly on trading and they derived profits from the intermediation of nonmember transactions. Since members under the mutual structure were owners of the exchange, they imposed rights to trading and disallowed direct access to the trading floor to any outsiders. Brokers inadvertently resisted changes if these entailed additional costs, loss of revenue or competitive threat. This resistance eventually impeded the ability of the company to react quickly to a rapidly changing market environment. Also, in some developing countries if the exchanges enjoyed a legal or decreed national monopoly, government-appointed officials and stakeholder representatives were often represented on the board. While in the short-run such appointments may have proved conducive to mitigating entrenched vested interests, in the long-run these can prove counter productive leading to unhealthy government interference. With the changing economics of automated auction trading and its easy access electronically, the economics of member-cum-trading floor based exchanges has lost its merit. As a result, it has generated pressures to replace the age-old reliance on one member, one vote and the committee-based decision structure where control is vested with the interest groups that have exclusive rights of intermediation at exchange. Under demutualization, there is increased acceptance to separation of ownership from membership that automatically provides trading rights. This segregation helps introduce effective corporate governance if: (i) there are accompanying improvements in the incentive structure,7 which allow the exchanges to sell their equity stakes to nonmembers and outsiders, (ii) decision making is based on this new ownership structure (not on rights of intermediation), and (iii) when there is an effective oversight of a governing board and a company structure. 7 Steill Ben 2002. Changes in the Ownership and Governance of Securities Exchanges: Causes and Consequence. In Brookings-Wharton Papers on Financial Services. Washington D. C. : Brooking Institution Press. 12 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges Since under demutualization the economic ownership of the exchange is separated from trading membership, it is not appropriate that interest groups (such as the trading members) have exclusive authority over the decisions of exchange. After demutualization, some exchanges have granted less than 50% of the voting rights to the broker members on the board of the exchange (see Table 1. 3). To gradually decrease broker influence on the board, the exchanges have appointed independent directors or directors that are nontrading owners. After demutualization, the appointment of government appointed officials (a common feature of exchanges in developing economies) has by and large been viewed as controversial given that the demutualized exchange is a private sector company operating in a competitive environment. In environments where broker influences are often daunting, the continued role of the representative(s) of the securities regulator can support the transition of exchange till such time as the regulation is changed to allow the exchanges to operate in a fully competitive manner. Besides appropriate board representation, it is important that the management of the exchange is fully qualified and motivated to act not only in the best interests of the shareholders, but also to conduct the business in a prudent manner so as not to disrupt the orderly and fair trading in the capital markets. To ensure that this public interest is satisfied, â€Å"fit-and-proper† screening of the board and management, similar to tests put in place in the banking regulations of many jurisdictions, could be undertaken. The management should be accountable to the board, which would determine management’s appointment and remuneration, supervise the strategic direction and audit the financial and operational results, including risk management, and if needed, effect the removal of management. To ensure the effective supervision and auditing of management, it would seem prudent to ensure that a majority of board members are truly independent directors. To remain competitive, a stock exchange must follow international best practices in ethics and procedures. This is necessary in order to ensure that institutional investors do not shift their investments to other alternatives perceived to be more fair or secure. Therefore, it is in the profit-motivated exchange’s best interest to ensure fair and transparent practices; and, as such, good corporate governance needs to be an integral part of the exchange once it is driven by the profit motive. 13 Part I: Issues Involved in Stock Exchange Demutualization Table 1. 3. Asian Stock Exchanges: Board Representation STOCK EXCHANGE ASX BOARD REPRESENTATION/COMPOSITION 9 member board of directors. Of ASX’s 9 directors, 4 are ASX Members/ Affiliates. 11 member board of directors. Of SGX 11 directors, 4 represent broker interests. SGX plans to broaden membership base by attracting new international members both global and regional securities houses. In addition, SGX will be introducing a new membership structure that allows new and existing members to choose between trading-only membership or clearing-only membership or both trading and clearing membership. Central Depository Pte. CDP) clearing rules have been revised to incorporate the admission requirements and expect to launch the new membership structure in the third quarter of 2002. The board comprises 8 Public Interest Directors appointed by the Financial Secretary to represent public and market interests, 6 Directors electe d by shareholders, and the Chief Executive of HKEx who is an ex-officio board member. Pursuant to the Exchanges and Clearing Houses (Merger) Ordinance, the number of Public Interest Directors will be reduced to no more than the number of elected Directors immediately following the annual general meeting of HKEx in 2003. 51% of the board (8 of 15 directors) should be independent. 11 member board of directors, of whom 6 are outside directors. SGX HKEx PSE TSE Source: Stock Exchanges. Latest Annual Reports 1. 5. 2 Opening Up of Trading Rights of Exchanges Consistent with the for-profit motive, the demutualized exchanges in Asia have included provisions to admit new trading partners (Table 1. 4) and permitted eligible applicants (new customers) unrestricted commercial access to the services of exchange. Some exchanges, however, adopted a moratarium period on the issuance of new trading rights. If share ownership were a requirement for trading membership, it would be relatively easy for existing members to protect their market share by refusing to sell existing or issue any new shares, thus barring new entrants. If new shares can only be issued to the active trading members, then the public, financial institutions, institutional investors and others would generally not be able to invest. The question of a broader ownership 14 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges Table 1. 4. Asian Stock Exchanges: Trading Rights and Dividend for Profit-Seeking STOCK EXCHANGE ASX TRADING RIGHTS Trading rights may be acquired through application with ASX or from an existing Participant. Trading rights have to be acquired through application with SGX, as these cannot be secured through transfer from an existing member. In July 2000, SGX opened the securities market to new members, and five new member firms joined in 2000. SGX also changed its rules to allow a single legal entity to be a member firm in each of the securities and derivatives markets thereby furthering their members’ opportunities to trade in both markets. Access to the markets may be obtained through acquisition of trading rights from existing members of the exchanges and from HKEx after the expiry of a two-year moratorium on March 2002. Trading rights issued by HKEx (other than those automatically conferred to the exchange shareholders on the effective date) will not be transferable. For a further period of 2 years thereafter, no new trading rights will be issued for less than HK$3. 0 million per Stock Exchange Trading Right or for less than HK$1. 5 million per Futures Exchange Trading Right. An entity may acquire trading right from an existing trading participant (with approval of TSE), or through application with TSE. Trading right can be acquired through purchase from an existing trading participant. PSE temporarily imposed a moratorium on the issuance of new trading rights and limits it to its present number of 184, transferable for an unlimited period of time. PAYOUT RATIO 70% of net profit after tax. 85% SGX HKEx 46% TSE n. a. PSE n. a. Source: Stock Exchanges. Latest Annual Reports base of the exchange (as a public listed company) is critical in situations where exchanges need to raise funds for future investments. Broader ownership would help avoid potentially large swings in the value based on the trading of a limited number of shares only. With share ownership separated from the right to trade, the question of the compensation of existing trading members arises especially since trading rights are granted freely to new members when the existing 15 Part I: Issues Involved in Stock Exchange Demutualization members had to acquire their trading memberships. If existing shareholders continue to retain their shares, then they would enjoy the trading rights granted to the shareholders and there would be no need to compensate them for trading rights. This is argued largely because for both the old and new shareholders, the economic value that the shares now represent would always be inclusive of the right to trade provided such rights have been granted. In order for shares to have economic value, there must be an expectation of dividends, at some point in the future. The introduction of a dividend policy (which does not exist in mutual exchanges), coupled with a listing of the shares, thus transfers the value of stock exchange share ownership from the right to trade, to the right to receive dividends and trade the shares (see Table 1. 4). These factors should in theory minimize the resistance to the demutualization of exchanges by the brokers. However, a moratorium (limited in time) on the granting of new trading rights has often been introduced to lessen the competitive impact on smaller brokers. 1. 5. Restructuring and Alliances of Exchanges After being demutualized, most exchanges have revisited their commercial strategy to improve viability and enhance business prospects. Exchanges have opted to: (i) consolidate, merge and/or integrate their domestic markets; (ii) build alliances by establishing cross-border linkages with other exchanges within or outside the region; and (iii) merge with other exchanges—a phenomena more predominant thus far in Europe. In Asia, the exchanges have by and large opted thus far for (i) and (ii). Emphasis has been largely to re-group businesses to broaden the markets, offer issuers and investors better distribution networks and improved liquidity. Predominant in-country mergers or restructuring have taken place in Singapore, Hong Kong, Australia and Japan, and in early 2002, the Kuala Lumpur Stock Exchange (KLSE) merged with MESDAQ (Table 1. 5). In-country restructuring of exchanges has involved: (i) Merger of two or more exchanges into a single viable nationallevel company, which would be of sufficient scale to be an interesting partner for other (foreign) exchanges, and as a listed company for investors to consider. While these mergers lead to 16 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges Table 1. 5. Asian Exchanges: Mergers and Alliances STOCK EXCHANGE TSE MERGERS PRIOR TO DEMUTUALIZATION Hiroshima and Niigata Stock Exchanges merged with the TSE in March 2000. ALLIANCES W How to cite Demutualization of Stock Exchanges, Papers

Genre of Clowning (Theatre, Drama, Arts) Essay Example For Students

Genre of Clowning (Theatre, Drama, Arts) Essay The genre of clowning actually originates from Greece, where satires had begun originating slowly as time went by. The art of satire was challenged throughout the years to form the various forms Of clowning we have today. A clown must have certain abilities or skills to master its comedy upon the audience. It is a profession that requires delicate detail, precise movements, and Of course a reaction. The costume for every type of comedy is extremely different. Comedic Delegate for example required masks for each of the characters, the masks obviated the SE of face expression and communication, therefore making the characters more puppet like; relying more upon the use voice and gesture. Masks were not only used in Comedic Delegate but also in other forms of Greek and Roman dramas. Other forms of comedy usually consist of costumes focusing on the clowns main faults and/or pertaining the clowns own personality. Not only is costume used to make an impression on the audience when first sighting the clown: but also the make-up must be done right to enhance whether the clown is happy, sad, evil, or falls into another category of personality, The cake-up also provides great detail, and in a way is a more modern format of the masks used in Greece and Rome during the 15th Century. When one thinks of clowning, the instant image in mind is the thought of clowns in a circus; performing acrobatic acts and leaving the crowd in awe. This is usually most typical for more Waybills clowns, such as The Three Stooges. Though they do not look like the everyday circus clowns, they perform back flips, somersaults, and portray it all as clumsiness. A clown does not always need to impress an audience by acrobatics, but just by wit; though some audiences are more captivated by the appearance Of a physical act. A physical act adds more stamina and energy to a scene. And can leave an audience laughing for hours. To make an audience laugh a voice is needed to speak and attract attention. Such attention can be provoked by the forms of an accent, exaggeration of the voice, or even silent mime, Though with a mime, more physical action is needed to involve the audience. Modern day clowns tend to stray more so towards no noise and a variety of sounds, exhorted from time to time. I. E; Mr Bean A voice shows us all a clowns own personal traits. The walk of a clown is usually conducted in such a way that the audience can relate to, or in such a hilarious manner that laughter sounds throughout the theatre. A walk is part of a clowns personality, and as you may have noted, every clown walks their own walk, stating their individuality and independence.

Communication Plan for Coca Cola Amatil - myassignmenthelp.com

Question: Discuss about theCommunication Plan for Coca Cola Amatil. Answer: Introduction:- Coca Cola Amatil is the company that deals with non-alcoholic products and is one of the biggest bottlers in Australia. The company called coca cola basically operates in Australia with the name of coca cola Amatil. It is headquartered at Sydney. As far as the products range of the company is considered, it has been analysed that the company deals with soft drinks, water, fruit juices, coffee, tea, beer, iced drinks, flavoured milk etc. as per the historical analysis of the company, it has been analysed that the company started its operation as British Tobacco company in 1904 (Ccamatil.com, 2017). After fifty years of struggle, it has become the company called Amatil Ltd. After that in late 1970s the company acquired coca cola in Australia and Fiji. Later, the share of coca cola has become so large that the company has changed its name as Coca cola Amatil. It has been analysed that marketing is the basic requirement for any business success. It is required by the company to market it s products so as to make the people aware about the presence of brand. Coca cola is the company that needs to develop the awareness of the brand among the people between the ages of 35-50. This is because they are the people with heath issues developing and thus they generally avoid drinking soft drinks at this time. The product that is being discussed here to target the market is the diet coke and the fruit juices products of the company. Communication objectives: Communication objectives are those objectives that need to be achieved by implementing some of the communication strategies so as to achieve such objectives. Some of the objectives of the company are: Increasing overall brand awareness by 20%: it is required by the company to enhance its brand awareness among the people. Australia is the country where people are very fond of drinking and eating. Thus, it is easy to attract the people (News Coca-Cola Amatil, 2017). New positioning image: the company has portrayed its image as the youthful drink till now. The company has to change its image from young oriented to health oriented and thus this was also the objective of the company to position the company as the healthy brand. Segmentation: Segmentation is the process that needs to be conducted in order to divide the customers in different section as per their characteristics. Homogenous nature of one section of the customers or the segment of the customers allows the company to implement similar strategy in order to market the products to that particular segment (al Adams, 2014). As per the above case, it has been analysed that the segmentation can be done with some of the basics such as age, lifestyle etc. The customers are categorized as per their age. The first segment is the age of 16-35 years of age, the second segment is 35-50 years of age and the last segment is above 50. The next categorization is on the basis of lifestyle. There are two segments on this basis; the first one is related to the customers who like to drink carbonated soft drinks and the second one is related to the customers who believe in drinking fruit juice and healthy drinks (Anderson, Narus Narayandas, 2009). Target market: Target market of the company can be defined as the market that is being targeted in order to convey a particular message to the customers. It is that particular market for who all the strategies of communication and marketing are made so that that segment of market can be converted into consumers from customers of the products. As per the above analysis, the target market of the company was the people between the ages of 35-50. This is because the company wanted to target the people who are more health conscious and wish to buy the drinks that are healthier as compared to tasty (Peter Donnelly, 2011). Another segment that has been targeted was the segment of health conscious people who are sports lover. This is because health drinks are also preferred by those segments of the people irrespective of their age. The target market of the company suggests that it is required to make the strategies in such a way so that the above target market can be targeted easily and brand awareness can be enhanced in this new target market for the company (Hollensen, 2015). Message: As per the history of the company, coca cola Amatil has portrayed itself with different messages to the customers ill now. As per the above case, the company has to portray itself as the healthy drink and thus the message that needs to be delivered to the customers should be with relation to the health concerns of the customers. The message that has been delivered to the customers was: The drink that was tasty but now it is healthy Healthy drink for the healthy people Positioning strategy: Positioning strategy can be defined as the strategy that deals with choosing some key phrases or word that comes to the mind of the customers whenever they think of the company or the brand. A position strategy of the company is made in order to determine how the company will compete in the market and what value it added to the customer (Frank-Martin Peattie, 2009). Making an effective positioning strategy requires the company to consider its strengths and weakness. It is required to portray the strengths of the company and the products in front of the customers so that the positioning message builds a great image of the company in the market. It should also be such that it helps the company to be above the competitors in all such ways. There are various positioning strategies that the company can use as per their strengths: By product quality By product cost By product innovation By product use and application By products users By market By competitors As per the above case, it has been analysed that they should have used the strategy of products use and application. This is because the company is serving the market with the healthy products md this needs to be showcased by the company and portrayed itself as the healthy brand. It is the use of the brand or the products in healthy way (Wilson Gilligan, 2012). Thus the positioning strategy of the company is related to its use and application along with its benefits. Coca cola has used the benefits of the healthy drinks to showcase the strength of the products and the brand so that it can target the customers who are heath conscious and are interested in sports. Positioning strategy of the company helps the firm to be remembered by the customers. The companies have to select one or the other strategies of positioning the product so that the message of the company can clearly be delivered to the customers (Sicilia Palazn, 2008). Communication strategy mix: Marketing is the broad subject and it involves many activities such as development of the products, pricing decision, promotions of the products, distribution of the products etc. communication is one of the major part of marketing (Harris, Schwartz, Brownell, Javadizadeh Weinberg, 2011). This is because for mating the products, it is required by the company to communicate some of the messages to the customers so that they can be aware of the products and the brand existence in the market. There are some elements of the communication in which some of the strategies need to be made and implemented so as to use those elements in the marketing of the products. Following are the elements along with the strategy that has been used by Coca Cola Amatil as per above case: Advertising: advertising is done as per the requirements of the companys communication objective. The company has prepared a TV and the audio advertisement that deals with portraying the image of the company as the company that cares for the health conscious people. Advertising is used because this is the technique that helps the company to reach the large target audience at a time. It is the costly method to advertise or promote the products but is more effective (Esch Strdter, 2008). Personal selling: The Company has also used this strategy by selling the products personally though the canopies at some of the events and in the gyms. This has helped the company to make the people aware about the new products of the company and the presence of the brand. Personal selling is the most effective tool to be used for communication as the feedback of the customers can be easily recorded at the time of selling and it can be altered as well. Direct marketing: It has been analysed that the company has made use of this tool as well. This is the tool that supports the company to increase the brand awareness by customizing the messages for the customers according to their choice (Armstrong, Kotler, Harker Brennan, 2015). This is because the marketing can be done by sending the mails, messages etc. to the customers directly. This has greater influence than any other techniques of marketing. Sales promotion: This is also a great method to be used by the company. The company has made use of some of the discount offers for the customers so as to attract them towards the brand as well as towards the product (Danckert, 2017). Public relations: It is the method that helps in making relations with the public by engaging is some activities such as campaigning. The company has also make use of this strategy in order to attract the customers towards the products by engaging into some sponsorship programs and road shows (Palmer Palmer, 2017). Media mix: Media mix can be defined as the channels that can be used by the companies to advertise and promote the products. It has been analysed that coca cola also have used, any combination of media to telecast the advertisements so as to deliver the message to the customers. Some of the media used by the company are: Broadcasting media: Broadcasting media includes the media channels such as television, radio etc. these media channels have great reach and it reaches to every corner of the world. Thus, the company cannot have to make so much of efforts in delivering the message to such media channels. Print media: Print media is the media that involve the channels such as magazine, newspapers etc. both of these channels are used by the company because the company has posted their ads in newspapers about the discount offers and in magazine along with the new products message. The magazines that were selected to post the ads were the sports magazine or health related magazines so that the target market can read the message that has been posted (ABC News., 2017). Social media: It has been analysed that social media has also used by the company to advertise the products. Social media tools such as Facebook, instagram etc. are being used by the company (news.com.au Australias #1 news site., 2017). Social media tools are the tools that allow the company to take the feedback from the customers at the portals which helps the company to analyse that market situation and the position of the product in the market. Display media: It is the medium that helps the company to stick their posters on the billboard so that every corner of the city can be covered by the ads. This display over the billboards reminds the customers about the products and the message and stick into the minds of the customers. Basic budget of the plan: Budget element Cost Media and advertising cost: Television advertisements cost Radio Billboards Social media and digital media Sponsorship Print media Sales promotion Public relations $812,000 $254,000 $20,000 $14,000 $18,000 $456,000 $10,000 $20,000 $20,000 Other cost $20,000 Evaluation and control cost $46,000 Total cost $878,000 It has been analysed from the above budget that 92% of the total cost is spent in the media channels and the advertising activities that has been conducted by the company. Other 8% of the total budget has been used for the evaluation and control measures that have been sued to evaluate the results of the campaign or the communication strategy used. It also includes other miscellaneous activities cost such as travelling, meeting etc. Evaluation metrics: It has been analysed that the communication plan that needs to be implemented by the company has to be valuated so that the success of the campaign can be measured. There are several metrics that provides the proper information about the communication plan implemented. Some of the metrics that can be used in the above case are: Activity metrics: activity metrics are those matrixes that provide the information about the activities of communication that has been implemented; this matrix helps in evaluating the activities of the plan. Reach matrix: it is the matrix that provides the company to assess the size of the audience and the reach of the strategies that has been used by the company. In this matrix the reach of the each of the activity needs to be jotted down so that evaluation of the success of communication plan can be done. Engagement metrics: it is the matrix that helps in analysing the intensity of engagement of the people in the communication plan or the activities. It is the measurement of how the people engagement in the communication activities. Impact matrix: it is the final matrix that can be used to analyse the impact of the communication plan and the activities of the sales and the communication objectives that has been set for making the plan. Matrix: Activities Engagement Reach Impact Notes Advertising 30% 90% 68% Advertising has great impact on the people but does not allow the feedback. It has influence on brand awareness. Public relations 40% 65% 70% public relations helped in increasing brand awareness but with low reach Personal selling 50% 58% 70% Personal selling helps in increasing sales but not brand awareness. Sales promotion 60% 60% 70% It helps in enhancing brand awareness Social media 70% 70% 87% It has enhanced that sales as well as brand awareness Direct selling 80% 48% 69% It does not have great impact on brand awareness Brand awareness before campaign: It has been analysed that the brand awareness before campaign was observed to be very low as the people who were health conscious do not have any of the knowledge of the brand at all. This is because they did not want to have such drinks. The people who have the knowledge of the brand knew that it is the brand that serves the people with carbonated drink and which is not good for health. Thus, this is thinking that needs to be changed by the company and attaining the new position in the market. It has been analysed that implementing the campaign can helps the company to develop the brand image of the brand and also make the people aware about the brand with different positioning. Brand awareness after campaign: It has been analysed by the matrix that the brand awareness has increased a lot after conducting the campaign. Not all the activities have contributed for the objective but most of the strategies have put in all efforts to attain the communication objective of the company. It has been analysed that implementing the campaign had provide to be very beneficial for the organization so as to achieve the target (News., 2017). The target of communicating the brand has not yet been achieved by the campaign thus it is required to make cages as per the feedback that has been given by the stakeholders of the company. Feedback: Employees: Stakeholders Type of feedback Results The employees who were involved in the feedback session were the managers of marketing, purchase department and the immediate executives. Sales department of the company has also provided their opinion as per the observation on field. Interviews and meetings It has been analysed after the meeting and the interviews that employees were not 100% happy with the plan. They suggests that it is required to take some modifications in the message that has been posted to the customers Board of directors: Stakeholders Type of feedback Results The BOD of the company has also shared their feedback on the plan that has been made Meetings It has been analysed that BOD suggests that there should be changes in the way the advertisements are being telecasted. Changes As per the feedback of the employees and other stakeholders it has been analysed that the company has to make some of the changes in the campaign. Some of the changes that need to be made are: Changes in advertisement: It has been analysed that the advertisements that has been made for the company is not properly portraying the image of the company and the positioning of the brand. It has been required by the marketing team to put in the message properly so that the right audience can be targeted. Changes in personal selling techniques: Only putting up the canopies is not the only method that can be used by the companies (Anderson, Narus Narayandas, 2009). The company has to implement some more strategies so as to conduct the personal selling techniques. Conclusion: It has been concluded from the report that Coca cola Amatil is the company that operates in the food and beverage industry of Australia. It has been analyse that the company has its position and image in the market and the company wants to enter the new market segment so as to expand its market and to position itself with different message. The company has targeted the audience that is heat conscious in nature by serving them the diet coke and the fruit juice products. Coca coal is having the image that the company only offers the carbonated drinks for the customers which are not god for heath if used frequently. Thus, it is required change the mind-set of the people by positioning the company with different message. Various strategies have been used by the company in order to achieve the objective of the company to have 20% brand awareness n the market. It has been analysed that the company has used communication mix methods such as direct selling, personal selling, sales promotion, advertising etc. Recommendations: It has been recommended for the company that it should make a plan that is relevant to the market of Australia. It has been analysed that the organizations wants to change its image and have to increase its brand image in the market by 20%. The company has selected some of the activities that are not helping the company for increasing brand awareness. The comoany should consider the feedback of the stakeholders seriously and should make the changes accordingly in the communication plan. References: ABC News. (2017). Coca-Cola's profits slide as consumers' tastes change. Retrieved 3 October 2017, from https://www.abc.net.au/news/2017-06-02/coca-cola-is-in-decline-as-consumer-tastes-change/8583028 Anderson, J. C., Narus, J. A., Narayandas, D. (2009).Business market management: Understanding, creating, and delivering value. Pearson Prentice Hall. Armstrong, G., Kotler, P., Harker, M., Brennan, R. (2015).Marketing: an introduction. Pearson Education. al, B., Adams, R. (2014). The effect of hedonistic and utilitarian consumer behavior on brand equity: TurkeyUK comparison on Coca Cola.Procedia-Social and Behavioral Sciences,150, 475-484. Ccamatil.com (2017). Our Vision and Values Coca Cola Amatil.. Retrieved 3 October 2017, from https://www.ccamatil.com/en/our-company/our-vision-and-values Chandra, G. S. (2013).Strategi Pemasaran Produk Frestea pada PT Coca-Cola Amatil Indonesia dalam Menghadapi Persaingan Produk Minuman Teh dalam Kemasan(Doctoral dissertation, Program Studi Pendidikan Ekonomi FKIP-UKSW). Chen, Y., Xie, J. (2008). Online consumer review: Word-of-mouth as a new element of marketing communication mix.Management science,54(3), 477-491. Cuganesan, S., Guthrie, J., Ward, L. (2010, December). Examining CSR disclosure strategies within the Australian food and beverage industry. InAccounting Forum(Vol. 34, No. 3, pp. 169-183). Elsevier. Danckert, S. (2017).Coca-Cola Amatil loses its fizz as Australians give soft drinks a miss.The Sydney Morning Herald. Retrieved 3 October 2017, from https://www.smh.com.au/business/retail/cocacola-amatil-loses-its-fizz-as-australians-give-soft-drinks-a-miss-20170823-gy22ys.html Esch, F. R., Strdter, K. (2008).Marketing. John Wiley Sons, Ltd. Foster, R. (2008).Coca-globalization: following soft drinks from New York to New Guinea. Springer. Frank-Martin, B., Peattie, K. J. (2009).Sustainability marketing: A global perspective. Wiley. Harris, J. L., Schwartz, M. B., Brownell, K. D., Javadizadeh, J., Weinberg, M. (2011). Evaluating sugary drink nutrition and marketing to youth.New Haven, CT: Yale Rudd Center For Food Policy and Obesity. Hollensen, S. (2015).Marketing management: A relationship approach. Pearson Education. Hu, F. L., Chuang, C. C. (2009). How can different brand strategies lead to retailers' success? Comparing Manufacturers brand for Coca-cola and Private Brand for Costco.Journal of Global Business Issues,3(1), 129. Jain, S. C., Haley, G. T. (2009).Marketing planning and strategy. Cincinnati South-Western Publishing Company 1985.. Khr, P. (2009). Marketing research for Coca-Cola Thailand Limited: implementation of Fanta Free in Thailand. Kitchen, P. J., Burgmann, I. (2010).Integrated marketing communication. John Wiley Sons, Ltd. Mahesa, D., DJASTUTI, I. (2010).Analisis Pengaruh Motivasi dan Kepuasan Kerja terhadap Kinerja Karyawan dengan Lama Kerja sebagai Variabel Moderating (Studi pada PT. Coca Cola Amatil Indonesia (Central Java)(Doctoral dissertation, UNIVERSITAS DIPONEGORO). News Coca-Cola Amatil. (2017).Ccamatil.co.nz. Retrieved 3 October 2017, from https://ccamatil.co.nz/news/ News.. (2017). Coca-Cola Amatil will take time to improve Retrieved 3 October 2017, from https://www.sbs.com.au/news/article/2017/05/16/coca-cola-amatil-will-take-time-improve news.com.au Australias #1 news site. (2017). Coca-Cola Amatil flags profit weakness. Retrieved 3 October 2017, from https://www.news.com.au/finance/business/breaking-news/coca-cola-amatil-sees-lower-h1-profit/news-story/281bfbe16590666c8c404cf5c1145350 Palmer, D., Palmer, D. (2017).CC Amatil issues profit warning.Theaustralian.com.au. Retrieved 3 October 2017, from https://www.theaustralian.com.au/business/companies/cocacola-amatil-issues-profit-warning-delays-buyback/news-story/244afbb1144b80014e45a559ec2ca4a1 Peter, J. P., Donnelly, J. H. (2011).Marketing management: knowledge and skills: text, analysis, cases, plans. Plano: Business pub., INC. Setyawati, D., Santoso, I. (2012). Value Chain Analysis on the Logistics Management as the Basis for Strategy Formulation to Increase Customer Satisfaction (Case Study in PT. Coca-Cola Amatil Indonesia-Plant East Java).Agroindustrial Journal,1(1), 28. Sicilia, M., Palazn, M. (2008). Brand communities on the internet: A case study of Coca-Cola's Spanish virtual community.Corporate Communications: An International Journal,13(3), 255-270. Wilson, R. M., Gilligan, C. (2012).Strategic marketing management. Routledge.