Kumarina and bidders voting in transfer schemes

Transfer schemes are an alternative means of acquiring control of a company to making a takeover bid under the provisions in Ch 6 of the Corporations Act 2001 (Cth). The recent decision Re Kumarina Resources Ltd [2013] FCA 549 overturned long-standing practice in relation to a certain type of transfer scheme. If followed, the decision would allow a “bidder” to vote at scheme meetings where the scheme consideration for the acquisition of the target shares are shares in another company, and the scheme results in a merger. But the bidder is not allowed to vote where the scheme consideration is cash. The article points out the difficulties arising from this decision and argues that it should not be followed. In providing a “no objection” statement, the Australian Securities and Investments Commission (ASIC) has created uncertainty as to the approach it will take towards the bidders being allowed to vote at scheme meetings where the scheme consideration for the acquisition of target shares are shares in another company. The article also points out that in providing the no objection statement in Kumarina, ASIC appears to have ignored breaches of s 606(1) of the Corporations Act. There is a pressing need for ASIC to clarify its position and, in particular, whether or not it will provide a no objection statement in respect of future transfer schemes where a bidder (or its parent company) votes at the scheme meeting.

Work and family : the perception of balance among female teachers in northern Malaysia

Women’s participation in paid employment has become a common scenario even in non-western developing countries. For example in Malaysia, the trend is growing although the traditional gender role remains strong in Malaysian society. Even though working, women are still expected to assume major responsibilities at home. Thus, as opposed to men, women in this society face the challenge to satisfactorily balance work and family. This study was carried out to explore how Malaysian women perceive the meaning of a balanced work-family life. Sampling women teachers, the interview findings revealed that work-family balance was mainly perceived in terms of an individual’s ‘ability to fulfill role obligation’ appropriately in both the work and family domains. A few participants also viewed balance in the context of role satisfaction and role interference. Overall, the results support the assumption in the literature that perceptions of work-family experience are not universal, rather, the construct of work-family balance is culture-specific.

Explore Darwin and Litchfield National Park in the Northern Territory

The city as it now stands marks the fifth attempt at a settlement in the north. Fearful of Dutch territorial claims, the British were sure they had to establish a permanent base, and acted quickly to get one started. They had more than a little trouble getting one to work...

Managing climate change ‘by the numbers’ in a UK energy company

This paper examines how ideas and practices of accounting come together in turning the abstract concept of climate change into a new non-financial performance measure in a large energy company in the UK. It develops the notion of ‘governmental management’ to explain how the firm’s carbon dioxide emissions were transformed into a new organisational object that could be made quantifiable, measureable and ultimately manageable because of the modern power of accounting in tying disciplinary subjectivities and objectivities together whilst operating simultaneously at the level of individual and the organisation. Examining these interrelations highlights the constitutive nature of accounting in creating not just new categories for accounting’s attention, but in turn new organisational knowledge and knowledge experts in the making up accounting for climate change. Significantly, it appears these new knowledge experts are no longer accountants: which may help explain accounting’s evolution into evermore spheres of influence as we increasingly choose to manage our world ‘by the numbers’.

Automated counting of the Northern Pacific Sea Star in the Derwent using shape recognition

A novel shape recognition algorithm was developed to autonomously classify the Northern Pacific Sea Star (Asterias amurenis) from benthic images that were collected by the Starbug AUV during 6km of transects in the Derwent estuary. Despite the effects of scattering, attenuation, soft focus and motion blur within the underwater images, an optimal joint classification rate of 77.5% and misclassification rate of 13.5% was achieved. The performance of algorithm was largely attributed to its ability to recognise locally deformed sea star shapes that were created during the segmentation of the distorted images.

Job satisfaction of preventive medicine workers in northern Vietnam : a multi-method approach

In the health care industry, Job Satisfaction (JS) is linked with work performance, psychological well-being and employee turnover. Although research into JS among health professionals has a long history worldwide, there has been very little analysis in Vietnam. No study has addressed JS of preventive medicine workers in Vietnam, and there is no reliable and valid instrument in Vietnamese language and context for evaluation of JS in this group. This project was conducted to fill these gaps. The findings contribute evidence regarding factors that influence JS in this sector of the health industry that should be applied to personnel management policies and practices in Vietnam.

Investigating the link between carbon dioxide emissions and transport-related social exclusion in rural Northern Ireland

Carbon dioxide (CO2) is considered the most harmful of the greenhouse gases. Despite policy efforts, transport is the only sector experiencing an increase in the level of CO2 emissions and thereby possesses a major threat to sustainable development. In contrast, a reduced level of mobility has been associated with an increasing risk of being socially excluded. However, despite being the two key elements in transport policy, little effort has so far been made to investigate the links between CO2 emissions and social exclusion. This research contributes to this gap by analysing data from 157 weekly activity-travel diaries collected in rural Northern Ireland. CO2 emission levels were calculated using average speed models for different modes of transport. Regression analyses were then conducted to identify the socio-spatial patterns associated with these CO2 emissions, mode choice behaviour, and patterns of participation in activities. This research found that despite emitting a higher level of carbon dioxide, groups in rural areas possess the risk of being socially excluded due to their higher levels of mobility.

Changing the company name : a model for identity change through communication

In an ever evolving business landscape, change is an ever present part of any organisation’s lifecycle. This thesis presents communication as a fundamental element of effective change management. Drawing from the existing change communication literature and two case studies, this thesis examines how organisations utilise strategic change communication to manage identity change. As a result this study presents a conceptual model that outlines a process of change communication strategy and implementation. This model is offered as a step toward connecting important scholarship into a more comprehensive portrait of change communication during identity change than so far has been available.

Role Ambiguity and conflicts: A study of company secretaries and two-tier boards in the Netherlands

Recent research suggests that company secretaries are increasingly involved in governance responsibilities in addition to traditional administrative tasks. Little is known in the literature, however, about company secretaries' changing governance role, and their daily challenges in liaising with boards and other stakeholders. In addition, few studies have been able to gain access to learn firsthand how company secretaries operate. This exploratory study fills this void by gaining access to the opinions of about one hundred company secretaries in the Netherlands who operate in the two-tier board system. Our findings indicate that company secretaries significantly influence an organisation's governance framework, while they face a number of practical challenges with directors, employees and management in fulfilling their diverse roles and responsibilities.

Petrology and textural classification of the Jericho kimberlite, northern Slave Province, Nunavut, Canada

The paper presents data on petrology, bulk rock and mineral compositions, and textural classification of the Middle Jurassic Jericho kimberlite (Slave craton, Canada). The kimberlite was emplaced as three steep-sided pipes in granite that was overlain by limestones and minor soft sediments. The pipes are infilled with hypabyssal and pyroclastic kimberlites and connected to a satellite pipe by a dyke. The Jericho kimberlite is classified as a Group Ia, lacking groundmass tetraferriphlogopite and containing monticellite pseudomorphs. The kimberlite formed, during several consecutive emplacement events of compositionally different batches of kimberlite magma. Core-logging and thin-section observations identified at least two phases of hypabyssal kimberlites and three phases of pyroclastic kimberlites. Hypabyssal kimberlites intruded as a main dyke (HK1) and as late small-volume aphanitic and vesicular dykes. Massive pyroclastic kimberlite (MPK1) predominantly filled the northern and southern lobes of the pipe and formed from magma different from the HK1 magma. The MPK1 magma crystallized Ti-, Fe-, and Cr-rich phlogopite without rims of barian phlogopite, and clinopyroxene and spinel without atoll structures. MPK1 textures, superficially reminiscent of tuffisitic kimberlite, are caused by pervasive contamination by granite xenoliths. The next explosive events filled the central lobe with two varieties of pyroclastic kimberlite: (1) massive and (2) weakly bedded, normally graded pyroclastic kimberlite. The geology of the Jericho pipe differs from the geology of South African or the Prairie kimberlites, but may resemble Lac de Gras pipes, in which deeper erosion removed upper fades of resedimented kimberlites.

Difficulties in distinguishing coherent from fragmental kimberlite: A case study of the Muskox pipe (Northern Slave Province, Nunavut, Canada)

Kimberlite drill core from the Muskox pipe (Northern Slave Province, Nunavut, Canada) highlights the difficulties in distinguishing coherent from fragmental kimberlite and assessing the volcanological implications of the apparent gradational contact between the two facies. Using field log data, petrography, and several methods to quantify crystal and xenolith sizes and abundances, the pipe is divided into two main facies, dark-coloured massive kimberlite (DMK) and light-coloured fragmental kimberlite (LFK). DMK is massive and homogeneous, containing country-rock lithic clasts (~ 10%) and olivine macrocrysts (~ 15%) set in a dark, typically well crystallised, interstitial medium containing abundant microphenocrysts of olivine (~ 15%), opaques and locally monticellite, all of which are enclosed by mostly serpentine. In general, LFK is also massive and structureless, containing ~ 20% country-rock lithic clasts and ~ 12% olivine macrocrysts. These framework components are supported in a matrix of serpentinized olivine microphenocrysts (10%), microlites of clinopyroxene, and phlogopite, all of which are enclosed by serpentine. The contact between DMK and LFK facies is rarely sharp, and more commonly is gradational (from 5 cm to ~ 10 m). The contact divides the pipe roughly in half and is sub-vertical with an irregular shape, locally placing DMK facies both above and below the fragmental rocks. Most features of DMK are consistent with a fragmental origin, particularly the crystal- and xenolith-rich nature (~ 55-65%), but there are some similarities with rocks described as coherent kimberlite in the literature. We discuss possible origins of gradational contacts and consider the significance for understanding the origin of the DMK facies, with an emphasis on the complications of alteration overprinting of primary textures.

Integrated reporting and directors’ concerns about personal liability exposure: Law reform options

Integrated reporting () holds significant promise as a new reporting paradigm that is holistic, strategic, responsive, material, and relevant across multiple time frames. However, its uptake in Australia is being hampered by directors’ concerns about personal liability exposure, particularly for forward-looking statements that subsequently prove to be unfounded. This article seeks to illuminate the bases for these liability concerns by outlining the similarities between and the operating and financial review requirements under the Corporations Act 2001 (Cth), and the relevant grounds for liability for misleading and deceptive disclosures, and breach of directors’ duties. In light of this discussion, this article proposes four possible reform options, ranging from minor adaptations to the Framework to far-reaching reforms of the Corporations Act. As assurance is desirable to ensure that reliance can be placed on integrated reports, the development of a legal safe harbour for auditors of forward-looking information is also canvassed.

Prevalence of alcohol-impaired driving and riding in northern Ghana

Objective The objective of this study was to determine the roadside prevalence of alcohol-impaired driving among drivers and riders in northern Ghana. The study also verifies motorists’ perception on their own alcohol use and knowledge of legal Blood Alcohol Concentration (BAC) limit of Ghana. Method With the assistance of police, the systematic random sampling was used to collect data at roadblocks using a cross-sectional study design. Breathalyzers were used to screen whether motorists had detectable alcohol in their breath and a follow-up breath tests conducted to measure the actual breath alcohol levels among positive participants. Results In all, 9.7% of the 789 participants had detectable alcohol among whom 6% exceeded the legal (BAC) limit of 0.08%. The prevalence of alcohol-impaired driving/riding was highest among cyclists (10% of all cyclists breath tested) followed by truck drivers 9% and motorcyclists (7% of all motorcyclists breath tested). The occurrence of a positive BAC among cyclists was about 8 times higher, (OR=7.73; p<0.001) and 2 times higher, among motorcyclists (OR=2.30; p=0.039) compared with private car drivers. The likelihood for detecting a positive BAC among male motorists/riders was higher than females (OR=1.67; p=0.354). The odds for detecting a positive BAC among weekend motorists/riders was significantly higher than weekdays (OR=2.62; p=0.001). Conclusion Alcohol-impaired driving/riding in Ghana is high by international standards. In order to attenuate the harmful effects of alcohol misuse such as alcohol-impaired driving/riding, there is the need to educate road users about how much alcohol they can consume and stay below the legal limit. The police should also initiate random breath testing to instil the deterrence of detection, certainty of apprehension and punishment, and severity and celerity of punishment among drink-driving motorists and riders.