Removal of directors of public companies takes centre stage in Australia : an exploration of the corporate law and governance issues

Increasing attention is being given to the legal and governance issues relating to the removal of directors in Australian public companies. This has been due mainly to the difficulties experienced by the board of National Australia Bank in attempting to remove one of its fellow directors, and the subsequent development of public companies entering into so-called 'prenuptial agreements' with new directors, requiring that the director 'resign' if the board pass a vote of no-confidence in the director. In this article, the author revisits the area of director removal in Australian public companies for two reasons. The first reason, which covers the majority of the article, is to engage in a detailed analysis of whether the pre-nuptial agreements which some public companies have indicated that they support using to remove directors, are in fact enforceable under Australia's Corporations Act The second reason is to outline a law reform proposal to enable public companies to remove directors without requiring the vote of shareholders at a general meeting. The proposal involves providing Australia' corporate  regulator, the Australian Securities and Investments Commission (ASIC) with the power to grant relief from the statutory removal provisions to public companies, but in a way which balances the competing objectives of commercial efficiency and shareholder participation and, very importantly, encourages good corporate governance practices by companies in relation to the performance assessment  of directors.

It is in the interests of both shareholders and directors to agree on a set of ground rules for the effective supervision of companies that reconciles the rights of the owners to overall control with the much tougher demands on modern directors

Enhanced degradation efficiency of toluene using titania/silica photocatalysis as a regeneration process

Three kinds of titania/silica pellets were prepared using the sol-gel method with surface areas of 50.4m² g-1, 421.1m².g^-1 and 89.1m².g^-1. An annular reactor was designed and built to determine the degradation efficiency of toluene and to investigate the relationship between the adsorption and desorption-photocatalytic processes. Surface area is an important factor influencing the adsorption-photocatalytic efficiency. Higher surface areas of pellets contribute to high rates of conversion of toluene. Un-reacted toluene and reaction intermediates accumulating on their surface deactivated the titania/silica catalyst. To overcome this problem, the adsorption and regeneration process were alternated in a dual reactor system. Connecting or disconnecting the toluene feed gas enabled one reactor to adsorb toluene, while the second reactor was regenerated by photocatalysis. Using UV irradiation and titania/silica pellets with high BET surface area (421.1 m².g^-1), the alternating adsorption/regeneration processes kept the degradation efficiency of toluene at 90% after 8 hours operation. By improving the adsorption-photocatalysis efficiency, and minimising the generation and accumulation of intermediate on the surface of pellets, the method extended catalyst life and maintained a high degradation efficiency of toluene.

A case for a mobile architecture and built environment laboratory

Deakin University and other research and industry partners have recently won a grant for the establishment of a Mobile Architecture and Built Environment Laboratory (MABEL). MABEL provides the first means of integrated, on-site measurement of the key aspects of the built environment (power, sound, light and comfort) using the latest instrument technology. There exists an ongoing need to establish a versatile and comprehensive in-situ testing facility for built internal environments, for the provision of research, education, training and technology diffusion. The ability to make on-site measurements across the environmental spectrum is unique and important. Individual measurements might demonstrate improved lighting performance, reduced power consumption, and improved ventilation or better building acoustics. More importantly, an integrated perspective will address an interaction in terms of energy efficiency and overall occupant comfort. H is recognised that many of the parameters we can measure with existing instrumentation remain unresolved regarding their diagnostic significance on occupant health, comfort and productivity. Also, developed standards for in-situ measurement are at an emerging state, in the delivery of reliable and useful assessment methods. This paper discusses the inception and role of the MABEL facility for building research, learning and teaching.

Sources of productivity growth in Australian textile and clothing firms

This paper estimates the sources of productivity growth in Australian textile and clothing firms based on the Business Longitudinal Survey (BLS) from 1995 to 1998. Productivity growth estimates have been obtained for each sub-category of textile and clothing firms. Sources of growth in multifactor productivity (MFP) are examined with growth in technical efficiency and scale effects based on estimates of stochastic frontier production functions. Separate estimates of output growth have been compared with the productivity growth estimates for each of the product categories. MFP improved in all clothing firms and declined in textile firms over 1997–1998 by four-digit level of Australia New Zealand Standard Industrial classification Scheme (ANZSIC). MFP declined in most major categories of both textile and clothing firms in 1995–1997. Changes in technical efficiency mostly dominated scale effects in the overall direction of MFPG in both textile and clothing firms. The findings of the study provide evidence for policies for improving the firms' operative performance in the ongoing liberalised regime.

Organizing dualities and strategizing for change

This paper examines the role of organizing forms in strategizing for change. It argues that a duality approach aids in understanding how organizing influences and leverages strategizing for change. Three propositions are presented.

First, organizing is strategizing. This represents the interaction between organizing and strategizing, where organizing forms enable and constrain strategic change. Second, tension in forms of organizing can be the source of strategic advantage. The main challenge is to develop systems that function best in tension, delivering both efficiency and innovation. A dualities approach emphasizes the need not only to hold fast to routines but also to attempt to subvert them with innovations. It is this combination that facilitates strategic change. Third, heterogeneity in organizing forms offers strategic adaptability by providing increased opportunities for innovation.

This paper concludes that despite the appeal of calls for organizations to become capable of constant change, the advantages of flexibility are compromised by the disadvantages of instability and uncertainty. Furthermore, the study of organizing forms reveals that change is continuous at the micro level but discontinuous at the macro level. Thus the relationship between organizing and strategizing can subsequently be non-linear and recursive, with strategic advantages achieved through tension and heterogeneity in organizing.

Sustainability: meaning and measurement with application to agriculture

Sustainability refers to having the ability to meet present needs without impacting on future generations to meet their needs. It incorporates social, economic and environmental aspects, and as a measure of sustainability, a range of sustainability indicators at the economy, regional, and individual level, have been suggested. However, given the complex and multidisciplinary nature of the concept, an interdisciplinary approach is necessary. Sustainability is not something that is easily measurable, and the aim of this paper is to present a conceptual framework for quantifying sustainability on the basis of social economic efficiency. According to neoclassical economic theory, economic activity will only be sustained by the private sector as long as it is profitable. However, private economic decisions do not always ensure long-term sustainability of environmental resources or production. The approach suggested here is to derive a measure of social economic efficiency as a measure of sustainability. For dairy farmers, increased productivity has been emphasized, while recognizing the need to reduce greenhouse emissions, pests and disease, nutrient run-off into the environment and degradation of the soil structure. By incorporating environmental and economic impacts, a fuller measure of efficiency, social economic efficiency, and sustainability of the farming practice can be developed.

Dynamical systems for discovering protein complexes and functional modules from biological networks

Recent advances in high throughput experiments and annotations via published literature have provided a wealth of interaction maps of several biomolecular networks, including metabolic, protein-protein, and protein-DNA interaction networks. The architecture of these molecular networks reveals important principles of cellular organization and molecular functions. Analyzing such networks, i.e., discovering dense regions in the network, is an important way to identify protein complexes and functional modules. This task has been formulated as the problem of finding heavy subgraphs, the Heaviest k-Subgraph Problem (k-HSP), which itself is NPhard. However, any method based on the k-HSP requires the parameter k and an exact solution of k-HSP may still end up as a “spurious” heavy subgraph, thus reducing its practicability in analyzing large scale biological networks. We proposed a new formulation, called the rank-HSP, and two dynamical systems to approximate its results. In addition, a novel metric, called the Standard deviation and Mean Ratio (SMR), is proposed for use in “spurious” heavy subgraphs to automate the discovery by setting a fixed threshold. Empirical results on both the simulated graphs and biological networks have demonstrated the efficiency and effectiveness of our proposal.

Sources of productivity growth in Australian textile and clothing firms

This paper estimates the sources of productivity growth in Australian textile and clothing firms based on the Business Longitudinal Survey (BLS) from 1995 to 1998. Productivity growth estimates have been obtained for each sub-category of textile and clothing firms. Sources of growth in multifactor productivity (MFP) are examined with growth in technical efficiency and scale effects based on estimates of stochastic frontier production functions. Separate estimates of output growth have been compared with the productivity growth estimates for each of the product categories. MFP improved in all clothing firms and declined in textile firms over 1997–1998 by four-digit level of Australia New Zealand Standard Industrial classification Scheme (ANZSIC). MFP declined in most major categories of both textile and clothing firms in 1995–1997. Changes in technical efficiency mostly dominated scale effects in the overall direction of MFPG in both textile and clothing firms. The findings of the study provide evidence for policies for improving the firms' operative performance in the ongoing liberalised regime.

Foraging behaviour of sympatric Antarctic and subantarctic fur seals: does their contrasting duration of lactation make a difference?

The duration of periods spent ashore versus foraging at sea, diving behaviour, and diet of lactating female Antarctic (Arctocephalus gazella, AFS) and subantarctic (A. tropicalis, SFS) fur seals were compared at Iles Crozet, where both species coexist. The large disparity in lactation duration (SFS: 10 months, AFS: 4 months), even under local sympatry, has led to the expectation that AFS should exhibit higher foraging effort or efficiency per unit time than SFS to allow them to wean their pups in a shorter period of time. Previous evidence, however, has not supported these expectations. In this study, the distribution of foraging trip durations revealed two types of trips: overnight (OFT, <1 day) and long (LFT, >1 day), in common with other results from Macquarie Island. However, diving behaviour differed significantly between foraging trip types, with greater diving effort in OFTs than in LFTs, and diving behaviour differed between fur seal species. OFTs were more frequent in SFS (48%) than in AFS (28%). SFS performed longer LFTs and maternal attendances than AFS, but spent a smaller proportion of their foraging cycle at sea (66.2 vs. 77.5%, respectively). SFS dove deeper and for longer periods than AFS, in both OFTs and LFTs, although indices of diving effort were similar between species. Diel variation in diving behaviour was lower among SFS, which foraged at greater depths during most of the night time available than AFS. The diving behaviour of AFS suggests they followed the nychthemeral migration of their prey more closely. Concomitant with the differences in diving behaviour, AFS and SFS fed on the same prey species, but in different proportions of three myctophid fish (Gymnoscopelus fraseri, G. piabilis, and G. nicholsi) that represented most of their diet. The estimated size of the most important fish consumed did not vary significantly between fur seal species, suggesting that the difference in dive depth was mostly a result of changes in the relative abundance of these myctophids. The energy content of these fish at Iles Crozet may thus influence the amount and quality of milk delivered to pups of each fur seal species. These results contrast with those found at other sites where both species coexist, and revealed a scale of variation in foraging behaviour which did not affect their effort while at sea, but that may be a major determinant of foraging efficiency and, consequently, maternal investment.

The global village: online cross-cultural communication and HRM

Purpose – The purpose of this paper is to examine relational and task dimension of online communication and the associated emotional experience.

Design/methodology/approach – This paper examines four categories of work outcomes: emotional experiences of work, work attitudes, work dynamics and work behaviours; and links each to the cross-cultural online communication context.

Findings – It was found that diversity-oriented HRM can reduce the cultural fault-lines betweenindividualist and collectivist (IC) cultures, and thereby positively moderate the relationship between cross-cultural online communication and affective, cognitive and behavioural outcomes.

Practical implications – Diversity-oriented HRM can capitalize on an organisation’s cultural diversity and avoid cross-cultural misunderstandings. In a more practical sense, the research purports that combined use of IC HRM practices can produce greater efficiency and effectiveness in
online communications worldwide.

Originality/value – The paper provides an insight into the potential implications of increased use of information technology on cross-cultural communication, and human resource management. The significance of diversity-oriented human resource management in managing these implications is also highlighted.

Optimal educational choice and redistribution when parental education matters

Higher education plays an important role in determining lifetime earnings. In turn, the decision to become educated depends to a large extent on family characteristics, such as wealth and education. In this paper, we focus on the interaction between fiscal policies and educational choices when parental education matters. We derive optimality conditions for a linear income tax and a lump‐sum subsidy for education in a dynamic framework in which generations are linked by educational background. The factors that determine their sign and magnitude include concerns for redistribution, efficiency, and the educational externality on future generations.

Differences in foraging strategy and maternal behaviour between two sympatric fur seal species at the Crozet Islands

Marine top-predators such as marine mammals forage in a heterogeneous environment according to their energetic requirements and to the variation in environmental characteristics. In this study, the behaviour of breeding females in 2 sympatric fur seal species, Antarctic fur seal Arctocephalus gazella and Subantarctic fur seal A. tropicalis, was investigated in relation to foraging effort. Foraging effort was hypothesised to be greater in Antarctic fur seal than in Subantarctic fur seal due to their shorter lactation period. Using satellite telemetry, time-depth recorders and satellite images of sea-surface temperature and chlorophyll a concentration, the foraging grounds, the at-sea activity budgets and the environmental features were determined for both species breeding on the Crozet Archipelago. Foraging cycle duration was similar for the 2 species, and the seals exhibited similar at-sea activity budgets. Only the proportion of time spent at sea was higher in Antarctic fur seals. Separate foraging areas were identified for the 2 species. Antarctic fur seal distribution was related to bathymetric features, while we did not find any direct relationship between chlorophyll a concentration and seal foraging areas. Our results suggest that Antarctic fur seals tend to respond to the higher needs of their pups by having a higher foraging efficiency and concentrating their foraging activity in the most productive areas.

Growth and product quality of European eel (Anguilla anguilla) as affected by dietary protein and lipid sources

A 12-week feeding trial was undertaken to evaluate the effects of partial replacement of marine raw materials in the diet with soybean meal and beef tallow on growth and product quality of European eel (Anguilla anguilla ). Based on growth, feed efficiency and chemical composition, soybean meal was found to be an unsuitable ingredient for eel diets as a substitute for fishmeal (25% on a protein basis), probably because of the low digestibility of its carbohydrate content. However, beef tallow can be used to replace 50% of fish oil without reduction in growth, provided that digestible carbohydrates are present in the diet. No major effects of protein and lipid sources in the diet were found on fillet chemical composition. Sensory analysis revealed no significant differences between fish fed the control and the experimental diets, with the exception of salty taste which was significantly higher in fish fed combined soybean meal and beef tallow compared with fish fed the control diet.

Reviewing the learning organisation model in a child and adolescent mental health service

From 1995 onwards, a child and adolescent mental health service (CAMHS) applied Senge's learning organisation model. This review compared service performance with that of peer services 5 years later and explored whether any differences were associated with the application of this model. The comparison methodology used quantitative analysis of external data from the Department of Human Services, together with qualitative analysis of material including interviews with CAMHS directors and service managers. Results showed high evaluation activity and high quality, efficiency and efficacy of care compared with other services. Several restraints to the optimal application of the model were identified, including inadequate training of new managers, service overload, major external organisational change and limited investment in information systems. Other outcomes are discussed.

Scale efficiency in Australian dairy farms

Data Envelope Analysis, (DEA), a linear programming technique, provides a more consistent measure of efficiency than the commonly cited partial measures of farm efficiency. It yields a relative measure of efficiency and identifies inputs or outputs that are under utilized.

In this paper, DEA is used to assess the technical efficiency of a sample of dairy farms across all dairy regions in Australia. Regions vary in size and scale of operation and are examined to see the relationship between farm size and technical efficiency, and to see if there is justification in the move towards bigger dairy production units than currently exist, given their factor mix.