Ethical Dilemmas Of A Business Leader - 1268 Words

A business leader is seen as an influential and ethical authority figure. This ideal notion of a business leader is not always demonstrated. There are many business leaders that engage in unethical behaviors. â€Å"Ethical issues arise in every organization and throughout operations† (Collins, 2009, p. 13). Business leaders run into ethical dilemmas every day and it is up to them to make the best decision possible for the organization. Being ethical is not always easy to do in business. There are business leaders who engage in ethical dilemmas that cast shadows that affect the organization, violate the Uniform Commercial Codes, and ultimately violate the five Biblical ethic principles. Ethical Dilemmas There are various ethical dilemmas that a business leader can engage in. Business leaders who engage in inappropriate relationships with their subordinates demonstrate unethical behavior, and ultimately put the organization in an ethical dilemma. For example, Lockheed Martin’s former CEO, Chris Kubasik, was asked to resign after it was discovered that he was engaging in an inappropriate relationship with one of his subordinates (Cameron Lublin, 2012). Chris Kubasik was a leader that demonstrated a shadow of irresponsibility. He irresponsibly went against the company’s code of ethics, and had relations with his subordinate which ultimately led to his resignation. Leaders are faced with many challenges when they are heavily involved with the management of information. TheShow MoreRelatedContemporary Ethical Challenges and Leadership Essay example1726 Words   |  7 PagesA00014183 PHI 300 CONTEMPORARY ETHICAL CHALLENGES AND LEADERSHIP Ethics is a discipline of philosophy that outlines the right and the wrong moral conduct. It is a study of the moral behaviour of individuals and sets out a code of conduct as to how humans should act in a given situation. 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This notion presumes individuals recognize they are facing an ethical dilemma and are ascertainingRead MoreEthical Leadership in the Master of Science Leadership Program776 Words   |  4 PagesLeaders make critical decisions between right, wrong, and the lesser of two evils every day. These decisions can affect the person making the decision, their employees, and goals of the organization. There are many readings that describe ethics and leadership, but ethical leadership is basically knowing your inner values and having the courage to steadfastly live by them for the purpose of the common good. Southwestern Colleges Master of Science in Leadership program has given me a firm understanding

A Resource Math Class At A Middle School For This Field...

I choose to do an onsite visit in a resource math class at a middle school for this field project. I was there from 9:30-1:00. The classroom I observed had 2-3 teachers in it at a time. One student teacher, one head teacher and sometimes a teacher that had to help a specific student would be in the classroom. There were about 15 students in the class at a time. Two of which had to have teachers who followed them to every class. I asked the head teacher how many of these students have a learning disability and she said that about three quarters of them have a learning disability. I then asked her why the students might be in the class. She said â€Å"Well, because one of two reasons. Students either have hard time learning math the normal way or the normal math class just moves at too fast a pace for them.† She also explained that the middle school had three mainstream math classes for seventh graders and three mainstream math classes for the eighth graders. Each grade had a m ath class for students at who scored at grade level for math, one for students who scored above grade level for math and one for student who scored slightly below grade level for math. Her students were the ones that scored significantly lower in math. During this field project and interview with the head teacher, I learned and noticed a tremendous amount about how a special education class is run. I can go on forever about what I learned and noticed during my visit, however there are three things that IShow MoreRelatedStepping Up For Stem Education Act1597 Words   |  7 PagesDistrict. This bill, also known as H.R. 565 was first introduced to congress on January 27th, 2015. It was then referred to the House Committee of Education and Workforce. On April 29th, 2015 it was then referred to the subcommittee of Early Childhood, Elementary and Secondary Education where this bill still stands for revisions. 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Selling Your Used Car Essay Example For Students

Selling Your Used Car Essay Word Count: 1026Process EssayThesis: The majority of the American population has very little, or no understanding of the used car trade. A simple understanding on when and where to sell, how to get your car ready, writing a classified ad, negotiating, and making a contract. With consumer demand rising and supply constrained by several factors, including the tendency of new-car owners to hang on to them longer, prices for used vehicles have been climbing steadily. According to one recent study, nearly three times as many shoppers now want to buy a used, rather than a new, vehicle. (Dalglish)In trying to find the perfect buyer, your options include: new-car dealers, used-car dealers, and friends and strangers. New-car dealers are generally eager and ready to buy. They are incredibly picky about every aspect of a cars condition. New-car dealers will be choosy about the make and model, preferring newer models in relatively good condition.(Makower) They will pay a relatively low price for the car. Used-car dealers are also eager to buy and incredibly picky about every aspect of a cars condition. But they arent very choosy about the cars they buy. However, they will pay a rock-bottom price for the car. Friends and strangers are usually eager and ready to buy. They will be much less picky, and rely more on your word for information. They will be choosy about the car, but will already be interested in the car through your ad. You will get the best price, through negotiations, but you have to work harder. The best time to sell is in the springtime when the weather turns nice. Other good times are in September when kids are going off to college; and in the dead of winter, when there is no competition. It is possible to turn the average used-car into a saleable commodity in just a few hours. You should dress up your car, regardless of the condition you normally keep it in. You want to make it clean, neat, and even smelling nice. You must do this to the entire car, inside and out, from one end to the other. Most car buyers understand that appearance is a good indicator of how well someone treated the car overall. Nine important steps to take are: washing and waxing, painting and touching up, cleaning your tires, a thorough cleaning of the interior, gather all the important documents, steam-clean under the hood, WD-40 anything that rattles or creaks, replace missing parts, and prepare a bill of sales. (Makower)The art of writing a classified ad, is to cram a lot of information into a few words. The ads purpose is to get people interested in calling you, not to fully describe your car. Make the first few words stand out, the description is the most important part of the ad. Specifics are better than generalities. If you include the price, you will limit the number of callers you get. The most important things to cite in the body of the ad are: number of doors, mileage, condition, transmission, engine, accessories, price, and your phone number. (Robertson)When perspective buyers call, it is important to field any question they have directly. Dont let anyone else in your house give out the information about the car. You need to have a pen and paper ready to take down phone numbers and set up appointments. Negotiating for a car can be exhausting or it can be a fun profitable game. Some people dont like to negotiate, and will do anything to get it over with, these are the kind of people that you will get the most money from. Without even knowing it you probably already have learned a lot about the process: standing your ground; giving in, but not too quickly or too much; not buying into others manipulative games; compromising; and cutting your losses. First off, be prepared. You should know what your car is worth, its basic condition and problems, the minimum you want to accept for it, and be ready to sing over the car on the spot. Keep in mind that a perfect deal is one where neither party gets exactly what it wanted. (Makower) Every used-car buyer has a need to buy a car, and you must find out what it is. Your attitude will play a major role in the negotiations. You should be nice, polite, and low-key. If you get hot and bothered, youll lose control of your actions and the buyer. Simp le put, the five basic steps for the seller are: your asking price, the buyers counteroffer, bargaining, last-minute strategies, and the deal. .uf703d493458a5159091c172ec3fa5b5e , .uf703d493458a5159091c172ec3fa5b5e .postImageUrl , .uf703d493458a5159091c172ec3fa5b5e .centered-text-area { min-height: 80px; position: relative; } .uf703d493458a5159091c172ec3fa5b5e , .uf703d493458a5159091c172ec3fa5b5e:hover , .uf703d493458a5159091c172ec3fa5b5e:visited , .uf703d493458a5159091c172ec3fa5b5e:active { border:0!important; } .uf703d493458a5159091c172ec3fa5b5e .clearfix:after { content: ""; display: table; clear: both; } .uf703d493458a5159091c172ec3fa5b5e { display: block; transition: background-color 250ms; webkit-transition: background-color 250ms; width: 100%; opacity: 1; transition: opacity 250ms; webkit-transition: opacity 250ms; background-color: #95A5A6; } .uf703d493458a5159091c172ec3fa5b5e:active , .uf703d493458a5159091c172ec3fa5b5e:hover { opacity: 1; transition: opacity 250ms; webkit-transition: opacity 250ms; background-color: #2C3E50; } .uf703d493458a5159091c172ec3fa5b5e .centered-text-area { width: 100%; position: relative ; } .uf703d493458a5159091c172ec3fa5b5e .ctaText { border-bottom: 0 solid #fff; color: #2980B9; font-size: 16px; font-weight: bold; margin: 0; padding: 0; text-decoration: underline; } .uf703d493458a5159091c172ec3fa5b5e .postTitle { color: #FFFFFF; font-size: 16px; font-weight: 600; margin: 0; padding: 0; width: 100%; } .uf703d493458a5159091c172ec3fa5b5e .ctaButton { background-color: #7F8C8D!important; color: #2980B9; border: none; border-radius: 3px; box-shadow: none; font-size: 14px; font-weight: bold; line-height: 26px; moz-border-radius: 3px; text-align: center; text-decoration: none; text-shadow: none; width: 80px; min-height: 80px; background: url(https://artscolumbia.org/wp-content/plugins/intelly-related-posts/assets/images/simple-arrow.png)no-repeat; position: absolute; right: 0; top: 0; } .uf703d493458a5159091c172ec3fa5b5e:hover .ctaButton { background-color: #34495E!important; } .uf703d493458a5159091c172ec3fa5b5e .centered-text { display: table; height: 80px; padding-left : 18px; top: 0; } .uf703d493458a5159091c172ec3fa5b5e .uf703d493458a5159091c172ec3fa5b5e-content { display: table-cell; margin: 0; padding: 0; padding-right: 108px; position: relative; vertical-align: middle; width: 100%; } .uf703d493458a5159091c172ec3fa5b5e:after { content: ""; display: block; clear: both; } READ: Linux operating system EssayAn oral agreement is only as good as the paper it is written on, so make sure that all the details are put into writing. Make it clear that you are selling the car as is. Dont sign over your title or give your car to anyone until all the purchasing arrangements have been made. Make it clear that the buyer is responsible for all inspections and registration once they buy the car. (Makower) Most importantly, make copies of everything you sign. The bill of sale is the basic car-buying document that records the transaction. The following should be included: the date of the sale, year and make and model of the car, state registration, VIN number, odo meter reading, amount sale is for, extra conditions, and the buyers and sellers names and addresses and phone numbers. Make sure that each party gets a copy of the bill of sale. A large percentage of the population uses the automobile regularly. The majority of the population, over 90%, has little or no understanding of the car buying art. (Robertson) Many people feel that selling their car themselves can be a real hassle. But, if you can realize that you will get several hundred dollars more than what a dealer might offer you, it just may be worth a little effort and time on your part. Works CitedDalglish, Brenda. Better Than New: used-car prices jump as consumer demand grows. Macleans 10 Jul. 1995: 22-24Makower, Joel. How to Sell a Used Car. New York: Perigee Books, 1988. Robertson, C.B. How to Deal on an Automobile. Lyons: Blue Mountain Publisher, 1988.

Tennessee Williamss Life Story Essays - American Literature

Tennessee Williamss Life Story Tennessee Williams's Life Story Tennessee Williams' play, The Glass Menagerie, originated in the memory of Williams. Williams' family embodied his father, Cornelius Williams, his mother, Edwina Dakin Williams, his sister, Rose Williams, and his younger brother, Dakin Williams. Cornelius was an alcoholic, always away from home; Tennessee and Cornelius did not have a strong relationship, "By the late 1920s, mother and father were in open warfare, and both were good combatants. He came home drunk and picked up a bill-perhaps for Tom's clothing or schoolbooks-and he'd fly into rage."(Spoto, 18). Edwina, on the other hand, revered "refinement and the good manners of Southern gentry." (Barron's Book Notes, 2). Tennessee adored Rose immensely and were close as they could be. The Glass Menagerie is based on a mother and her two children who live in a dream world away from society. Williams' play is drawn heavily upon his family life and experiences; they are very much parallel to the events that occur in Williams' life. Tom is modeled after Tennessee, an ardent poet who works in a shoe factory; Williams was passionate about writing, "He[Cornelius] saw that Tom devoted to his writing as unnatural for a boy his age? worse, Tom did not have companions among boys of his own age, not did he participate in sports."(Leverich, 82). Tom tries to support his mother and sister by working in a shoe factory even though he dreams to become a poet. His mother disapproved of him writing as well as his father, "Despite Tom's being published, Cornelius persisted in his belief that his son was wasting his time and should be thinking of a more practical way of making a living."(Leverich, 82). Tennesse felt so doleful and devastatingly miserable that he did not know another way of escaping reality but to write, "At the typewriter he transformed the confusion, the bitterness, the longings into poems, and for a time he cracked out a diary in which he recorded little anecdotes about St. Louis street life."(Spoto, 20). Williams's character, in like manner, felt that same emptiness, "He[Tom] is a poet by nature and feels that his environment is destroying his creative abilities."(Cliff Notes, 9). Amanda Wingfield mirror images Williams's mother, Edwina Dakin Williams. Both of these women live in the past; Amanda and Edwina were both southern belles who still dream of their gentlemen callers from the past. (Cliff Notes). Also, Amanda Wingfield is a member of the Daughters of the American Revolution just like Williams' mother was, "In 1905, Edwina was invited to join the Columbus Chapter of the Daughters of the American Revolution, and to her at the time, as it would be all her life, this was a singular honor."(Leverich, 25). Amanda realizes that Laura does not have any interaction with the public and needs to procure some sort of skill so that she will be able to support herself in the future, so she enrolls Laura in a business school just as Edwina did for Rose, "Her mother, soon after, enrolled her at the Rubicam Business College, hoping she would learn to be a stenographer, but that did not turn out well either, but she could sustain neither the pressure nor the group contact."(Spoto, 20). But even with the persisting mothers, both Laura and Rose drop out of the class because they are shy, " ?and all the dates you were absent until they decided that you had dropped out of school."(Williams, 40). Williams also portrayed Laura as being quiet and shy just like Rose. Rose lived in her own world, just like Laura. Rose became a model for Laura when Williams was writing this play. Laura would rather have collected tiny glass animals rather than correlating with other people. Rose and Laura are similar that their gentlemen caller has the same name, Jim O'Connor. Laura is so shy that when she finds out who the gentlemen caller is she repudiates to join dinner, "There was a Jim O'Connor we both knew in high school?if that is the one that Tom is bringing to dinner-you'll have to excuse me, I won't come to the table."(Williams, 89). When Jim does come to eat dinner at the Wingfield's house, he

Business Ethics in Latin America Essay Example

Business Ethics in Latin America Essay The business ethics climate in Latin America Written by Florien H. International Business Semester 2013 Course: Business Ethics The business ethics climate in Latin America A problem for international companies, taking Peru as an example! The Spanish saying: El queue no trans no banana. (One that doses t act unethical will not proceed), unfortunately describes best the prevailing immoral way of doing business in the Latin American region. Despite various approaches to achieve a mutual acceptance of those values among society, attempts were carried out neither tit economies of scope, nor state support. The efforts stayed in vain and even were adumbrated by corruptive example and bribery which are still considered as a form of remuneration. Though in Latin America business might follow different moral principles, ethics can be defined as a rigorous analytical business tool which applies least clarify those moral issues which typically arise in business (E. Sternberg; 1995). When going abroad, those distinct ethical values often blur and suddenly are inclined to appear as values in tension. We will write a custom essay sample on Business Ethics in Latin America specifically for you for only $16.38 $13.9/page Order now We will write a custom essay sample on Business Ethics in Latin America specifically for you FOR ONLY $16.38 $13.9/page Hire Writer We will write a custom essay sample on Business Ethics in Latin America specifically for you FOR ONLY $16.38 $13.9/page Hire Writer For Donaldson, the key of acting ethical, when ongoing business outside your countrys borders, is a balancing act somewhere in between cultural relativism and ethical imperialism, always heeding human values. Considering the first extreme, no culture s ethics is better than any other and accordingly a relativist would always adapt the societys habits in which he currently operates. However this liberal attitude stumbles once the issue becomes more crucial. A cultural relativist would even accept a business action which violates human values. In 2010 Peru for instance was plagued by a major flooding. Especially he region around Mach Fichu, an area with a high proportion of tourists was affected. All roads and rails were impassible which neither made it feasible for tourists to leave, nor ensure the steady supply of aids from outside. The reckless business practices and impotence of the government led the shop-, restaurant-, and hotel owners to raise their prices, which compelled many tourists to sleep outside, being robbed, and suffering from hunger (BBC_news). Since cultural relativists would not collide with this business conduct, Donaldson calls them morally blind (Donaldson, 2003, p. 1 16). The second extreme, an ethical imperialist, would always direct the people to proceed as it is common in the home country. Antipathy to this behavior also sounds from the South American world: This cultural diversity raises very difficult philosophical questions, and some criticize the ethical imperialism that they perceive the US and Europe to try to impose on the rest of the world ( O. Shiplap-Pieta, 1995, A region in transition). The theory behind it is absolutism which entails three core problems: The first challenge is that the different cultures should always be respected although attitudes may differ from country to country. The second issue describes how people should demonstrate moral truth using only one set of concepts: We all learn ethics in the context of our particular cultures, and the power in the principles is deeply tied to the way in which they are expressed (Donaldson, 2003, p. 1 18). Finally, context must always shape practice, believing in a global standard of ethical behavior (Donaldson, 2003). Human values, which Donaldson describes as the minimum ethical standards that must guide manager s actions as a benchmark for all companies (Donaldson, 2003, . 21), always have to be respected and preserved. They include three core values: Firstly, the respect for human dignity by creating and sustaining a corporate culture, like the right for good health offered to every employee. Secondly, the respect, support and protection for basic human rights, like health, education and an adequate standard of living. Finally, good citizenship is essential to support and three serve as a moral compass for al l companies, formulating and evaluating standards of an ethical conduct. Although values, honesty, religion, and respect actually seem to be attractive heartsickness of the Latin American people, the image is besmirched by corruption, fraud, bribery, and the disparity of wealth distribution. Low ethical standards in the politics have had deep impact on individuals, organizations and the economic system (M. Radar, 1997, p. L). With an area of about 21 million square kilometers, and an estimated population of more than 590 million people, primarily speaking Spanish and Portuguese, the Roman Catholic dominated zone divides into 19 countries, with Peru being one of it. Despite a ninety percent proportion of this about religious denomination participating in religious orientated associations like UNIVAC, even Monsignor Oscar Rodriguez, the president of CLAM, the Latin American Bishop s Conference, expressed the church s anxiety about the distressing situation: Corruption has become a way of life in Latin America (C. Morsels, 1997, p. 7). The faith in the church s paradigms, especially in integrity the steadfast adherence to a strict moral or ethical code (Defenestration. Com) and social responsibility, is regrettably often very distant and betimes leads to dichotomy. The excessive consumption, materialism and selfishness, prevailing in the relatively small upper layers of society, often clashes with real poverty, caused by a lack of education. According to Radar the aim should be to strengthen the religious formation in order to reach a larger proportion of the population and let their activities be guided by the resulting moral principles. Business desire for short-term gains and a corruptive environment, even practiced by state executives, is not despised as unethical but rather as an acceptable cultural habit. It seems as if irruption, presumably the most complex problem of the Americas, has struck deep roots through all layers of society (O. Shiplap-Pieta, 1998). Those unsounded economic policies endured and poor governance even made it worse by impairing the establishment of market competition. In 1995 corruption in Argentina, was believed to account for a proportion of 20 billion$ out of the total GAP of 300 billion$ (Ernest Garcia, 1995). Chile officiates as an example for the Latin world, a country which dedicates high importance to the promotion of private companies since the 1980 s. Those entities advance the responsibility of business ethics, not only among their company, but for the Chilean society as a whole. Oscar Shiplap-Pieta derives two objectives for a sustainable implementation of business ethics in the Latin American society, especially for Peru: First of all, it is extremely important to set high and solid standards of accountability, which go far beyond the minimal legal requirements, currently prevailing. Although clear rules and laws already exist, only a few regions in these countries enforce compliance. Complicity and connivance in equines are so common that in general the South American public profoundly distrusts business and government Following the lead of many political and business leaders, and acknowledge that many individuals from higher social classes go unpunished, many ordinary citizens of South American countries Justify unethical business ethics programs, especially for transnational companies, need to be implemented. Ninety percent of all Fortune 500 companies have codes conduct, and seventy percent have statements of vision and values, but don t stick to it in business (Donaldson, 2003, p. 24). Those can, opposed to the current opinion, offer a win-win situation thus the company will differentiate itself from the competition. Still one has to acknowledge that during the last decades exactly the Latin American region has undergone an impressive process towards democracy and fairness in politics and economics. Peru, the third largest country of South America is now, after a period of turbulence, making remarkable steps towards reforming its current political system and rise in both, the development and confidence in the business sector. It still holds true, that many business people find it imperative to recover the ultra and religious traditions and especially the young generation reveals a higher interest in fair business practices. Accordingly the number of students participating in ethic courses has been rising constantly (Russo/ SSTEagleburger, 2012). Further examples of organized initiatives for a moral renewal are the OAKS and its ratified sub-organizations, and a still very active meeting of businessman from all over the world, the Coax Round Table. All are constantly seeking for processes that identify shared values and perspectives on business behavior acceptable to and honored by al (Coax Round Table. Org). Although the attitude towards time is less rigid than in other cultures and Peruvians even distinguish between: la hoar persona and la hoar angles, Latino in general are known for their warmth and friendliness which they initially express by greeting with hugs and kisses. Muff may even be startled to have a Latin businessman hold your elbow while conversing, or walk down the street arm-in-arm (blob. Starchiness; 2012, The Touchy Feeling). Over time they actually care about your personality and try to develop an individual business connection of rust and intimacy. It is essential to understand the culture and adjust your expectations accordingly and soon you will find a very enjoyable place to do business in. In conclusion, Latin America has despite all positive development achieved, still a profound backlog of actually putting the theoretical bases into practice. Struggling with economic problems and corrupt political institutions, it appears difficult to change the founded habits of society. Examples like Chile and various associations fighting for a solid acceptance of core business values, combined with the honesty, elisions ties, and respect as the most significant properties of the Latin American people, will attract foreign companies respecting core values and promote a sustainable change towards a mutually accepted value system. Business Leaders. Its goal is to promote, in the light of the Christian Social Teachings, a vision and a deployment of Corporate Social Responsibility serving people and the common good of the World. (Univac. Org) the AS uses a four-pronged approach to effectively implement its essential purposes.

How the Assembly Line Revolutionized the Car Industry

How the Assembly Line Revolutionized the Car Industry By the early 1900s,  gasoline cars  started to outsell all other types of motor vehicles. The market was growing for automobiles and the need for industrial production was pressing. The first car manufacturers in the world were French companies Panhard Levassor (1889) and Peugeot (1891). Daimler  and  Benz  started out as innovators who experimented with car design to test their engines before becoming full car manufacturers. They made their early money by licensing their patents and selling their engines to car manufacturers. The First Assemblers Rene Panhard and Emile Levassor were partners in a woodworking machinery business when they decided to become car manufacturers. They built their first car in 1890 using a Daimler engine. The partners not only manufactured cars, they made improvements to the automotive body design. Levassor was the first designer to move the engine to the front of the car and use a rear-wheel drive layout. This design was known as the Systeme Panhard and quickly became the standard for all cars because it gave a better balance and improved steering. Panhard and Levassor are also credited with the invention of the modern transmission, which was installed in their 1895 Panhard. Panhard and Levassor also shared the licensing rights to Daimler motors with Armand Peugot. A Peugot car went on to win the first car race held in France, which gained Peugot publicity and boosted car sales. Ironically, the Paris to Marseille race of 1897 resulted in a fatal auto accident, killing Emile Levassor. Early on, French manufacturers did not standardize car models as each car was different from the other. The first standardized car was the 1894 Benz Velo. One hundred and thirty-four identical Velos were manufactured in 1895. American Car Assembly Americas first gas-powered commercial car manufacturers were Charles and Frank Duryea. The brothers were bicycle makers who became interested in gasoline engines and automobiles. They built their first motor vehicle in 1893 in Springfield, Massachusetts and by 1896 the Duryea Motor Wagon Company had sold thirteen models of the Duryea, an expensive limousine that remained in production into the 1920s. The first automobile to be mass produced in the United States was the 1901 Curved Dash Oldsmobile, built by the American car manufacturer Ransome Eli Olds (1864-1950). Olds invented the basic concept of the assembly line and started the Detroit area automobile industry. He first began making steam and gasoline engines with his father, Pliny Fisk Olds, in Lansing, Michigan in 1885. Olds designed his first steam-powered car in 1887. In 1899, with his experience in making gasoline engines, Olds moved to Detroit to start the Olds Motor Works with the goal of producing low-priced cars. He produced 425 Curved Dash Olds in 1901, and was Americas leading auto manufacturer from 1901 to 1904. Henry Ford Revolutionizes Manufacturing American car manufacturer Henry Ford (1863-1947) was credited with inventing an improved assembly line. He formed the Ford Motor Company in 1903. It was the third car manufacturing company formed to produce the cars he designed. He introduced the Model T in 1908 and it became a big success. Around 1913, he installed the first conveyor belt-based assembly line in his car factory at Fords Highland Park, Michigan plant. The assembly line reduced production costs for cars by reducing assembly time. For example, Fords famous Model T was assembled in ninety-three minutes. After installing the moving assembly lines in his factory, Ford became the worlds biggest car manufacturer. By 1927, 15 million Model Ts had been manufactured. Another victory won by Henry Ford was the  patent battle  with George B. Selden. Selden, who held a patent on a road engine. On that basis, Selden was paid royalties by all American car manufacturers. Ford overturned Seldens patent and opened the American car market for the building of inexpensive cars.

Exploring the Link between Organizational Learning, Knowledge and Dissertation

Exploring the Link between Organizational Learning, Knowledge and Individual Performance in a Further Education College - Dissertation Example Results 6. Conclusion Recommendations Scope for Future Study Abstract Organizational learning is the study about an organizations learning process. It includes how the organization learns from its former mistakes, gain insight on various aspects of management from their past actions and how they implement certain changes for the future based on these lessons. The modern trends in today's business environment like globalization, technical dependence and extreme marketing activities affect every organizations culture and structure to a certain extent. Understanding about an organizations learning capacity as a whole in adapting to these new trends will determine how far organizational learning is important to gain competitive advantage over others. The link between organization learning, the performance of the employees and the knowledge gained about the process is not explored in detail in organizational learning literature. The project will focus on exploring this missing link and at tempt to underline how far organizational learning enhances the process knowledge of their employees on the whole. A Community College or a Further Education College in UK is selected as the point of research. ... Narrative analysis method is used to explore the data collected and draw conclusions. Our results state that organizational learning or organizational learning influences the staff working for the college to a substantial level. People who tend to fall back in following the authority’s procedure also heed to organizational learning when it comes to mission, trust level and participating in the big picture or goal of the company and accessing the various technologies used to implement the same. Introduction Organizational learning and organizational culture are usually interlinked. Every organization has to learn from its past actions, from its competitors, customers and the ever changing business environment both internal and external. This learning is important for them to adapt to the new changes and stay ahead of their competitors. Organizational learning or organizational learning refers to how collective learning is garnered in every company or institution. Various proces ses are concerned with it starting from reflection of the past actions to analyzing the future plans based on the knowledge gained from the previous decisions. For an organization to grow as a whole this knowledge should be passed on to the groups in general even though the idea or knowledge insight might have occurred to one single person (Argyris & Schon, 1978; Kezar, 2005). Business field is closely related to organizational learning as much of the research done in the area comes from analyzing various MNC's and their performances. Businesses keep evolving constantly paving way for continuous organizational learning both among the employees as well as the higher management. On the other hand, there are various other fields starting from government offices to educational

The Message of Harp of Burma Essay Example | Topics and Well Written Essays - 1250 words

The Message of Harp of Burma - Essay Example is coined from the fact that the Japanese solder in the war use to play Harp instead of using the bullets after realizing that they lost the war, this unit of the Japanese soldiers remained motivated through signing and playing of the Harp. The book describes the engagement of the Japanese soldiers and the British soldiers in the battle of the World War II that ended in 1945. The author himself admits that he was not pro the involvement of the Japan in the World War II and more so, joining the triple alliance with Germany and Italy forming the Rome-Tokyo-Berlin axis. This story gives the in depth of the Japanese participation in the war, the consequences they realized, and their relationship with the British army after the defeat in the Second World War, which lasted between 1939 and 1945. The book talks about Japan in the participation of the World War II in terms of the roles played by the soldiers and the intrigues that followed. Contrary to the opinion that is known about Japan in the Participation of the war. The story in the book depicts Japanese solders as easily disillusioned (Takeyama, 44). This is because just by getting the rumors making the rounds that the war is over, the captain of the solders admits to surrender to the British forces and constantly being under the control of the British. During this period, the British even asked the captain to send one of theirs solders to other units to inform them of the status of the war. One is of the Japanese soldiers who happened to be playing the harp volunteers the duty though knowing the potency of the same-he risked being killed by the solders for showing high level of cowardice (Takeyama, 56). The solder risk and went to deliver the message but in the jungle, he finds most of the Japanese soldiers killed in the field and remains unattended. He feels the situation needs care and wanted to volunteer to bury as many bodies as he could but later decided to abandon the exercise as he realized that there is

How Motivation Can Affect Employees' Commitment and Performance at Essay

How Motivation Can Affect Employees' Commitment and Performance at Work - Essay Example How Motivation Can Affect Employees' Commitment and Performance at Work? Motivation is required in every stages of life, and in everywhere, be it school, office or home. Motivation influences people to perform and it also helps to perform better. Motivation has certain ways to inspire people, certain theories to encourage people to work, to perform. These theories are known as motivational theories. The management of an organisation applies these theories to ensure the completion of the tasks and the achievement of the determined goals. There are several different approaches to motivate people in a workplace. The theories provided by the famous psychologists Fredrick Herzberg, Abraham Maslow, and Clayton P. Alderfer, relate to the need of the human, which helps to create a better work environment, enhanced performances, and a better living. The theories are known as Maslow’s Hierarchy Theory, Motivation-Hygiene Theory of Herzberg, and Existence, Relatedness and Growth (ERG) Theory of Alderfer. There are others theories given by David McClellandâ₠¬â„¢s Need Theory, Victor Vroom’s Expectancy Theory, McGregor’s X and Y Theory and Goal Setting theory of Edwin Locke. These theories are very much helpful to recognise the reasons that affect towards motivating people at the workplace to enhance the performances given by the employees and to increase the commitment towards work and the workplace. (Hoffmann, 2007). The major objective of this study is to highlight all these relevant theories related to motivation and workplace performance and their features. The paper would include the importance of these theories in an organisation and their analysis to enhance the commitment and the performance of every individual. The paper would also include a conclusion of the overall discussion. Findings The Maslow’s Hierarchy Theory In the year 1943, Abraham Maslow proposed a theory of motivation for the human, named as Maslow’s Hierarchy of Needs. This was one of the earliest human motivation theories. This theory was developed based on the various psychological needs of a human being where the framework of the theory consisted of five sets of human needs. This framework was separated into two different groups, i.e. ‘basic needs’ and ‘higher-order needs’. The basic needs of a human being are shelter, food, water and safety. These are the needs which ensure the existence of a human being. And esteem, self actualisation, or self improvement and the social activities, comes under the higher order needs. The human motivation to satisfy the needs of the human basically is originated from the external or internal factors. The internal motivation of people is due to the factors which result in delight and a sense of achievement. The people who get motivated externally are influenced by the different external factors, which are controlled by others, such as, money. The framework of Maslow represents a pyramid structure and the framework consists of basic needs at its bottom and the higher needs are at the top of the structure (Yahaya, n.d.). Source: (Yahaya, n.d.). The basic needs are the psychological needs such as, food, water, sleep and shelter. These are the ne

The Woman In Black Sound Analysis

The Woman In Black Sound Analysis How Sound is Used in The Woman In Black I saw a production of the play The Woman In Black at the Theatre Royal in Windsor. The play is set in England in Victorian times. This play really put me on the edge of my seat in some scenes and terrified the life out of me in others, the sound in the play really did go a long way to achieving this. Sound is very important in this production as it creates tension, makes the play nerve-shredding and really helps to tell the story as the stage is set as a minimalistic stage so the sound is vital to the story telling. The director (Robin Hearford) hired Rod Mead as the designer of sound. One scene Rod Mead uses sound effectively is where Kipps was sleeping at Eel Marsh house. The sound used here was non-diegetic and was a low rhythmical thudding. Thiss was a very good use of sound as it created an eerie atmosphere. This sound was played from speakers positioned around the audience to make the audience feel involved in the play. I thought this was a great use of sound as it really created a sense mystery and the audience didnt know what would happen next. Rod Mead used sound effectively in many ways. Often he used it to legitimise the location of a scene for example in the graveyard where Jerome and Kipps are paying their respects to Mrs. Drablow. There was a recorded sound of ravens which is a noise associated with death and hauntings. The non-diegetic sound was played from speakers which were behind the actors. This makes it realistic for the audience because Rod Mead is making us use our senses to make us more in depth and into the story, its making the audience experience what The Actor, who in this scene is playing Kipps, experienced. This is clever as it builds tension because it is bringing the audience deeper and deeper into the story and is enhancing the separation from the real world and as it was a minimalistic stage setting the sound was really important as it was the main sense the audience had to picture the scene.I thought this was a brilliant use of choosing to place the sound and it really supported the action that wa s going on, onstage. Also there is a reverb on the vicars voice. This is implying that the church was mostly empty and makes the audience wonder about why Mrs. Drablow was so unpopular. Another way sound is used effectively is in the office scene where Kipps and Jerome are talking at Jeromes desk. In this scene Rod Mead uses non-diegetic sound really well to create an extremely clear atmosphere. In the background there was the sound of the busy market place, which include the voices of traders, the footsteps of people walking through the market and in the office there were sounds of light murmuring from employees and chairs being moved etc. This was very smart from Rod Mead as it gave the sense that the audience were really in an office scene and it drew the audience in to the story. These distant sound effects had been mixed cleverly to create a background and atmosphere for the scene. I think this was a very good way of supporting the action of this scene and I think it really helped the audience paint a picture in their heads. Near the start of the play when Kipps and Sam Dailey are in the train, Rod Mead creatively uses non-diegetic to give real sense of the atmosphere of the train carriage. If you listened, you could hear sound effects that had been mixed cleverly to create a background for the scene. There were sounds of the steam puffing out of the steam engine, the clickety clack of the wheels rolling away on the track, and the gentle hum of the engine. These sounds were amplified around the room with a speaker at the front.This was a very clever technique as it gave the impression that we were really in a train carriage in these scenes. I thought this was a brilliant use of choosing where to place the sound. It also gave a brilliant atmosphere for the upcoming jump scare because it involved you in the play and it felt as if you were actually there on the train and it seemed normal. So when the climax, a loud train horn (which was recorded sound coming out from the speakers), accompanied by a straw ge lled rotating gobo, which simulated a passing train, actually came it was extremely scary because it came from nowhere and was a sudden unexpected shock. Also there was very little on so the location and the atmosphere was created through sound. So in conclusion, I can see how recorded music as well as live and recorded sound effects are all used together to communicate and tell the story of The Woman In Black, Robin Hearford and Rod Mead clearly worked together well to help one another and the overall effect was fantastic.

Fairwood Annual Report

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