Atlas Electrica Essay Example

public offer, if a certain threshold percentage of shares roughest to be purchased. In such applicable cases, all shareholders will then haversacks to a uniform offer price per share. Responsibilities of the Board and Management Since the mid sass, the Board of Directors has seen the benefits of having Inappropriateness's, Including tenet Trees Ideas Ana new approaches to ten companies. Of the decrement seven Board members, four are independent. The Chairman of the Board doesn't have any CEO responsibilities.

His only meaner of influencing management rethought the Compensation and the Audit committees and at the monthly Board meetinghouses financial results, budgets and strategy are analyzed and approved. Key ignoramuses are chosen based on professional and merit criteria. Remuneration of the Board members is approved by the Board itself with the omit to be within reasonable limits when compared to other companies' conversationalists. There is remuneration paid for attending each Board meeting, normalized once per month.

The executive compensation is fixed taking into counterrevolutionaries market information, reviewed and approved by the Compensation Committee of the Board. Approximately 20% of the senior managers' total compensation is linked to performance. To date, no stock options are granted to Enron managers Board members. The upcoming annual report will disclose the total intercommunicated to directors and managers on an aggregate basis. Does Atlas have two Board committees:

1. Audit Committee with 4 members? 3 directors (one inside and two external directors? none being the Chairman of the Board) and a Fiscal Board member. A representative of the external auditors, a representative of the internal auditor, and the CEO also are invited to attend Audit Committee meetings; and
2. Compensation Committee composed of
   

2 directors (one inside and one external member? neither being the Chairman of the Board). The Costa Rican Controversy over Company Board Regulation In 2004, new rulings were issued by the Conversational De Supervise¶indiscriminateness (OCCASIONS), which is the supervisory body of financial institutions inconstant Rica.

The rulings were designed to regulate the actions of audit firms and establishment's guidelines of corporate governance, in light of a securities scandal in a discounter and as an overflow of the grave financial scandals in the United States. One of the OCCASIONS rulings called for the mandatory creation of Audit Committees encompasses' Boards of Directors. Such an Audit Committee already existed in Atlas, buttoning its required tasks under the OCCASIONS rulings was to review and approve adequately and annual financial results before subjecting them for review and financially by the Board.

One of the first tasks by this newly structured Audit Committee was to approve tethering of an independent firm to help management put in place stronger internal counterrevolutions. Pursuant to this, a project with this objective was initiated and sponsored the CEO. The project's management was delegated to an outside firm,Dolomite Touché Topmasts, and the company's SCOFF. The end purpose of this projectors to give additional assurances to the Chairman of the Board and the CEO that differential information that goes out to the general public is free of material omissions that a strong internal controls system is in place.

Both of them want to be able departmental attest to that. The OCCASIONS rulings left many listed companies unhappy over the way thickeners regulatory action was carried out. The process of developing and adopting these regulatory rulings ensued

without full consultation with the private sector. The resulted this is that some articles promulgated under Costa Rican regulations are even narrated ten sarongs-solely Act In ten unlace states. Naturally, ten private sectors reacted. Some companies immediately filed a suit, alleging Jurisdictional and privacy violations. Others decided it was time to De-list.

The Board members of Atlas believed that fair settlement would come out of the court rulings, and the benefits of staying listed the BAN outweigh any temporary inconveniences. Currently, some of the assiduousness's rulings are suspended by the Constitutional Court, and the case is sidesplitting a final resolution. Some of those suspended rulings related to the Decontaminate. The Atlas Board of Directors deemed it desirable to comply with the informal requirements for the Audit Committee anyway, and have it function as though rulings were still in place, despite their suspension.

Transparency is of the highest value to Atlas, and its practices are consistent with ethical's. Every quarter the company must file its financial information, which is contraindicating to International Financial Reporting Standards (FIRS). Once filed, Totalitarianism's information is placed in the public domain via the web page of disinheritance's General De Valor's (SEVERAL). The year-end audited financial information is also posted on the same network. The financial statements of Atlas are audited by the external audit firm KEMP Fitzpatrick. The external auditors are accountable to the Audit Committee of the Board.

Also, once a year, with quarterly updates, an external company qualifies Atlas from an irrespective. The company's chief of internal audit reports directly to the Audit Committee. Another Atlas initiative to highlight transparency has been the Board's policy that alike personnel of

the company as well as the members of the Board of Directors, on annual basis, have to sign and retire that they have read and understood the Code bioethics of the company. This Code addresses topics like legal compliance, conflicts volunteers, and use of confidential information.

At the current moment, a new version of the Code of Ethics is being reviewed and scheduled for implementation later this year. Overall, the responsibility to oversee corporate governance practices and undertake improvements at Atlas lay with the CEO and SCOFF. Questions for discussion Question 1: What alternatives we can suggest for a good corporate governance in the above situation? The primary purpose of corporate governance is to create wealth equally and ethically. This translates a high level of satisfaction to five constituencies - customers, employees, investors, vendors, and the society at large.

Corporate governance philosophy has to be based on the following principles:

1. Satisfy the spirit of the law and not just the letter of the law. Corporate governance standards should go beyond the law.
2. Be transparent and maintain a high degree of disclosure levels. When in doubt, disclose.
3. Make a clear distinction between personal conveniences and corporate resources.
4. Communicate externally, in a truthful manner, about how the Company is run internally.
5. Comply with the laws in all the countries in which it operates.
6. Have a simple and transparent corporate structure driven solely by business needs.
7. Management must be the trustee of the shareholders' capital and not the owner.
8. Provide investor services which include corporate information (debt in the balance sheet, credit rating, employee strength, details AT ten stock molars), equally snare International (nelsons AT Donuts issues, dividend
   

policy, dividend reinvestment plan or dividend stock purchase plan), and earnings release date.