A Comprehensive Analysis of the Legal Issues Relating to Nominee Directors

Dans la foulée des scandales financiers ayant secoué le milieu des affaires ces dernières années, l’efficacité des pratiques de régie d’entreprise, et, en particulier celles liées à l’indépendance des administrateurs, a été passée au crible. L’administrateur désigné par une partie pour la représenter est un type d’administrateur que l’on rencontre fréquemment au sein des conseils d’administration des entreprises. Toutefois, l’on peut se questionner sur l’indépendance réelle de ces administrateurs, considérant leur loyauté envers la personne les ayant désignés, laquelle détient habituellement un intérêt à titre d’actionnaire ou de partie prenante dans l’entreprise visée. En outre, alors que les principes légaux requièrent que les administrateurs agissent dans le meilleur intérêt de l’entreprise, la réalité pratique est parfois toute autre: aux prises avec les instructions ou les souhaits de la personne les ayant nommés, les administrateurs désignés se retrouvent placés en situation inhérente de conflit d’intérêts. Ce texte vise à offrir une analyse détaillée au sujet de l’administrateur désigné et du conflit d’intérêts résultant de cette double exigence de loyauté. L’objectif est de présenter un examen approfondi des diverses difficultés résultant de la nomination d’un administrateur désigné ou associées à celle-ci, ainsi que des réponses judiciaires et législatives liées à cette problématique. Cette réflexion mènera à une exploration de certains systèmes législatifs et légaux, en particulier ceux du Royaume-Uni, de l’Australie et de la Nouvelle-Zélande, afin d’obtenir une meilleure compréhension et d’offrir une perspective éclairée quant aux enjeux analysés par la présente.

Supervisor-Student Relations: Examining the Spectrum of Conflicts of Interest in Bioscience Laboratories

Much attention has been given to financial conflicts of interest (COI) in bioscience research. Yet to date, surprisingly little attention has focused on other COIs that arise in supervisor-student relations. We examine a spectrum of related situations, ranging from standard graduate supervision through to dual relationships sometimes found in research with commercial potential. We illustrate some of the less-obvious factors that can bias supervisory judgment, and situate financial COI along a spectrum of forces that are deserving of recognition. We conclude by providing two sets of recommendations: one for individual supervisors, and the other for institutions and policy-makers.

Choosing Thesis Juries: The Costs of Taking a Strict Line on Conflicts of Interest

Étude de cas / Case study

Farm Programmes of Electronic Media: A Comparative Study of Audience Perception in Kerala

Farm communication and extension programs are vital part of the farm development attempts. Electronic media plays a major role in farm extension activities. Kerala, the consumer state, which was a complete agricultural state in pre-independence period, is the sprouting land of agricultural extension and publication activities in print media. Later AIR (All India Radio) farm programs and farm broadcasting of Doordarshan enriched the role of electronic media in farm extension activities. The media saturated southern state of India received this new electronic media farm communication revolution whole heartedly. However, after 1990, Kerala witnessed a flood of private T V channels and currently there are 24 channels in this regional language, named Malayalam. All major news and entertainment channels are broadcasting farm programs. Farm programs of AIR and Doordarshan, broadcasted in Malayalam language, have been well accepted to the farmers‘ in Kerala. However, post-independence period, witnessed the formation of Kerala state in Indian Union and the first ballot-elected communist Government started its administration. After the land reform bills, the state witnessed a gradual decrease in agricultural production. Even if it is not reflected much in the attitude and practices of farm community and farm broadcast of traditional electronic broadcasting, a change is observable after the post-liberalization era of India. Private Television channels, which were focused on entertainment value of programs, started broadcasting farm programs and the parameters of program production went through certain changes. In this situation, there is ample relevance for a study about the farm programs of electronic media in terms of a comparative study of audience perception. The study is limited in the state of Kerala as it is the most media saturated state in India. The study analyzes the rate, nature and scope of adoption of farming methods transmitted through electronic media (T.V. and Radio) in Malayalam language.All kinds of Farm programs including comprehensive program serials, success stories, seasonal cropping methods, experts opinion, been analyzed on the basis of the following objectives.  To find whether propagating new farm methods through farm programs in electronic media or the availability of adequate infrastructure and economic factors make a farmer to adopt a new farming method.  To find which electronic media has more influence on farmers to adopt agricultural programs.  To find which form of electronic media gets better feedback from farmers  To find out whether the programs of T.V. or Radio is more acceptable to farmers than the print media.  To find whether farmers gets the message through their preferred medium for the message. The researcher recorded opinions from a panel of agricultural officers, farm Information officers, agro extension researchers and experts. According to their opinions and guidelines, a pilot study is designed and conducted in Kanjikuzhy Panchayath, in Alappuzha district, Kerala. The Panchayath is selected by considering its ideal nature of being the sample for a social Science research. Besides, the nature of farming in the Panchayath, which devoid of the cultivation of cash crops also supported its sample value. As per the observations from the pilot study, researcher confirmed the Triangulation method as the methodology of research. The questionnaire survey, being the primary part contained 42 Questions with 6 independent and 32 dependent variables. The survey is conducted among 400 respondents in Idukki, Alappuzha and Pathanamthitta districts considering geographical differences and distribution of different types of crops. The response from a total of 360 respondents, 120 from each district, finally selected for tabulation and data analysis.The data analysis, based on percentage analysis, along with the results from focus group discussion among a selected group of 20 farmers, together produced the results as follows. Farmers, who are the audience of farm programs, have a very serious approach towards the medium. They are maintaining a critical point of view towards the content of the programs. Farmers are reasonably aware about the financial side of the programs and the monitory aspirations of both private and Government owned Television channels. Even though, the farmers are not aware on the technical terminology and jargons, they have ideas about success stories, program serials and they are even informed about channels are not maintaining an audience research section like AIR. Though the farmers accept Doordarshan as the credential source of farm information and methods, they are inclined to the entertainment value of programs too. They prefer to have more entertainment value for the programs of Doordarshan. Surprisingly, they have very solid suggestions on even about the shots which add entertainment value to the farm broadcasting methods of Doordarshan. Farmers are very much aware about the fact that media is just an instrument for inspiration and persuasion. They strongly believe that the source of information and new methods is agricultural research and an effective change happens only when there are adequate infrastructure and marketing facilities, along with the proper support from Government agricultural guideline and support systems like Krishi Bhavans. They strongly believe that media alone cannot create any magic in increasing agricultural production. Farmers are pointing out the lack of response to the feedback and queries of farmers on farming methods, as an evidence for the difference in levels of commitment of Government and private owned Television channels.Farmers are still perceiving AIR farm programs are far more committed to farmers and farming than any other electronic medium. However, they are seriously lacking Radio receivers with medium wave reception facility. Farmers perceive that the farming methods on new crops are more adoptable than the farming methods of traditional crops in both private and Government owned Television channels. There are multiple factors behind this observation from farmers. Farmers changed in terms of viewing habits and they prefer success stories, which are totally irrelevant and they even think that such stories encourage people to go for farming and they opined that such stories are good sources of inspiration. However, they are all very much sure about the importance and particular about the presence of entertainment factor even in farm programs. Farmers expect direct interaction of any expert of the new farming method to implement the method in their agriculture practices. Though introduction of a new idea in the T.V. is acceptable, farmers need the direct instruction of expert on field to start implementing the new farming practices Farmers still have an affinity towards print media reports and agricultural pages and they have complaints to print media on the removal of agricultural information pages from news papers. They prefer the reports in print media as it facilitates them to collect and refer articles when they need it. Farmers are having an eye of doubt about the credibility of farm programs by private T.V. channels. Even if they prefer private Television channels for listening and adopting new farming methods and other farm information, they scrutinize programs to know whether they are sponsored programs by agrochemical or agro-fertilizer manufacturer.

Role of the cultural values as a key part in the implementing of healthy practices : exploratory research

El concepto de organización saludable cada vez toma más fuerza en el ámbito empresarial y académico, a razón de su enfoque integral y al impacto generado en distintos grupos de interés. Debido a su reciente consolidación como concepto, existe un limitado cuerpo de investigación en torno al tema. Para contribuir a la generación de conocimiento en este sentido, se desarrolló un estudio exploratorio el cual tenía como objetivo identificar la relación existente entre la implementación de prácticas saludables en las organizaciones y los valores culturales. En el estudio participaron 66 sujetos a quienes se les administró un cuestionario compuesto por nueve variables, cinco provenientes del modelo de Hofstede (1980) y cuatro más que evaluaban la implementación de prácticas organizacionales saludables. Los resultados obtenidos muestran que los valores culturales predicen la implementación de prácticas saludables.

The practice of sustainable facilities management: Design sentiments and the knowledge chasm

The construction industry with its nature of project delivery is very fragmented in terms of the various processes that encompass design, construction, facilities and assets management. Facilities managers are in the forefront of delivering sustainable assets management and hence further the venture for mitigation and adaptation to climate change. A questionnaire survey was conducted to establish perceptions, level of commitment and knowledge chasm in practising sustainable facilities management (FM). This has significant implications for sustainable design management, especially in a fragmented industry. The majority of questionnaire respondents indicated the importance of sustainability for their organization. Many of them stated that they reported on sustainability as part of their organization annual reporting with energy efficiency, recycling and waste reduction as the main concern for them. The overwhelming barrier for implementing sound, sustainable FM is the lack of consensual understanding and focus of individuals and organizations about sustainability. There is a knowledge chasm regarding practical information on delivering sustainable FM. Sustainability information asymmetry in design, construction and FM processes render any sustainable design as a sentiment and mere design aspiration. Skills and training provision, traditionally offered separately to designers and facilities managers, needs to be re-evaluated. Sustainability education and training should be developed to provide effective structures and processes to apply sustainability throughout the construction and FM industries coherently and as common practice.

Responsiveness to change by standard-form contract drafters: A case study of the FIDIC White Book

Purpose – The purpose of this paper is to focus on the Fédération Internationale des Ingénieurs-Conseils (FIDIC) White Book standard form of building contract. It tracks the changes to this contract over its four editions, and seeks to identify their underlying causes. Design/methodology/approach – The changes made to the White Book are quantified using a specific type of quantitative content analysis. The amended clauses are then examined to understand the nature of the changes made. Findings – The length of the contract increased by 34 per cent between 1990 and 2006. A large proportion of the overall increase can be attributed to the clauses dealing with “conflict of interest/corruption” and “dispute resolution”. In both instances, the FIDIC drafting committees have responded to international developments to discourage corruption, and to encourage the use of alternative dispute resolution. Between 1998 and 2006, the average length of the sentences increased slightly, raising the question of whether long sentences are easily understood by users of contracts. Research limitations/implications – Quantification of text appears to be particularly useful for the analysis of documents which are regularly updated because changes can be clearly identified and the length of sentences can be determined, leading to conclusions about the readability of the text. However, caution is needed because changes of great relevance can be made to contract clauses without actually affecting their length. Practical implications – The paper will be instructive for contract drafters and informative for users of FIDIC's White Book. Originality/value – Quantifying text has been rarely used regarding standard-form contracts in the field of construction.

Assimilation and contrast to group primes: the moderating role of ingroup identification

This research examined the conditions under which behavioral contrast would be observed in relation to ingroup and outgroup primes. The authors tested the hypothesis that differing levels of commitment to the ingroup would predict diverging behavioral responses to outgroup but not ingroup primes. Across two studies, featuring both age and gender groups, we found that ingroup identification predicted responses to outgroup primes with higher identifiers showing an increased tendency to contrast, that is, behave less like the outgroup, and more like the ingroup. Ingroup identification did not predict responses to ingroup primes. The implications of these findings for social comparison and social identity theories are discussed. (c) 2007 Elsevier Inc. All rights reserved.

The potential for bias in reporting of industry-sponsored clinical trials

Concerns about potentially misleading reporting of pharmaceutical industry research have surfaced many times. The potential for duality (and thereby conflict) of interest is only too clear when you consider the sums of money required for the discovery, development and commercialization of new medicines. As the ability of major, mid-size and small pharmaceutical companies to innovate has waned, as evidenced by the seemingly relentless decline in the numbers of new medicines approved by Food and Drug Administration and European Medicines Agency year-on-year, not only has the cost per new approved medicine risen: so too has the public and media concern about the extent to which the pharmaceutical industry is open and honest about the efficacy, safety and quality of the drugs we manufacture and sell. In 2005 an Editorial in Journal of the American Medical Association made clear that, so great was their concern about misleading reporting of industry-sponsored studies, henceforth no article would be published that was not also guaranteed by independent statistical analysis. We examine the precursors to this Editorial, as well as its immediate and lasting effects for statisticians, for the manner in which statistical analysis is carried out, and for the industry more generally.

Incense and insensibility: Austin on the 'non-seriousness' of poetry

What is at stake when J. L. Austin calls poetry ‘non-serious’, and sidelines it in his speech act theory? (I). Standard explanations polarize sharply along party lines: poets (e.g. Geoffrey Hill) and critics (e.g. Christopher Ricks) are incensed, while philosophers (e.g. P. F. Strawson; John Searle) deny cause (II). Neither line is consistent with Austin's remarks, whose allusions to Plato, Aristotle and Frege are insufficiently noted (III). What Austin thinks is at stake is confusion, which he corrects apparently to the advantage of poets (IV). But what is actually at stake is the possibility of commitment and poetic integrity. We should reject what Austin offers (V).

Commercial property loan valuations in the UK : the changing landscape of practice and liability

This paper is the first of two which aim to examine the major legal liability implications of changes to the commercial property loan valuation process caused by the recession in the UK property market and to make recommendations to valuers and their professional institutions to improve the quality of the process and the result. This paper identifies the market background to commercial property lending and discusses the implications of the falls in value for lenders and valuers. These include two major strands; first, the outcome of discussions between the representative bodies of these two groups and, second, the increasing litigation caused by lenders suing valuers for professional negligence. The discussions between representative groups have driven a debate on the valuation process leading to a number of reports and guidance notes. This paper discusses the outcomes paying particular attention to the basis of valuation for loan purposes and the provision of additional information in valuation reports. This paper also reviews the legal framework which influences the relationship between the lenders and valuers and discusses the duty of care. The role of instructions in the valuation process, the significance of the identity of the person to be advised and the possibility of a conflict of interest arising are all considered. The paper also addresses the issue of the standards required of a commercial loan valuer, including how this is interpreted by the courts and the legal status of professional guidance notes. The paper concludes by identifying potential areas for dispute within the loan valuation process and raising a number of research questions concerning the operation of this process which are addressed in a following paper.

Commercial property loan valuations in the UK : implications of current trends in practice and liability

This paper is the second of two papers which aim to examine the major legal liability implications of changes to the commercial property loan valuation process caused by the recession in the UK property market and to make recommendations to valuers and their professional institutions to improve the quality of the process and the result. The objectives of this paper are to address a number of the practical implications of changes to the loan valuation process within the context of legal liability. The results of an interview survey of lenders and valuers are reported and analysed. The survey examined the loan valuation process including the selection and instruction of valuers, bases of valuation and valuation reporting. In the selection and instruction process, the findings of the survey reveal two potential problems within the valuer/lender relationship. First, valuers still occasionally accept instructions from borrowers and this could lead to a conflict of interest as lenders may rely on the survey. Second, the occasional lack of formal instructions prior to the delivery of reports casts doubt on the valuer’s ability to correctly identify the needs of clients. Regarding the basis of valuation, it was found that valuers are providing valuations on bases which they do not think are appropriate. Valuers may be legally liable if they do not inform clients of their reservations and this situation must be urgently addressed. The survey also confirms previous research that valuation reports are considered to be light on contextual information concerning markets. The paper concludes by making a number of specific recommendations concerning possible improvements to the commercial property loan valuation process.

Motion planning of autonomous vehicles in a non-autonomous vehicle environment without speed lanes

Planning is one of the key problems for autonomous vehicles operating in road scenarios. Present planning algorithms operate with the assumption that traffic is organised in predefined speed lanes, which makes it impossible to allow autonomous vehicles in countries with unorganised traffic. Unorganised traffic is though capable of higher traffic bandwidths when constituting vehicles vary in their speed capabilities and sizes. Diverse vehicles in an unorganised exhibit unique driving behaviours which are analysed in this paper by a simulation study. The aim of the work reported here is to create a planning algorithm for mixed traffic consisting of both autonomous and non-autonomous vehicles without any inter-vehicle communication. The awareness (e.g. vision) of every vehicle is restricted to nearby vehicles only and a straight infinite road is assumed for decision making regarding navigation in the presence of multiple vehicles. Exhibited behaviours include obstacle avoidance, overtaking, giving way for vehicles to overtake from behind, vehicle following, adjusting the lateral lane position and so on. A conflict of plans is a major issue which will almost certainly arise in the absence of inter-vehicle communication. Hence each vehicle needs to continuously track other vehicles and rectify plans whenever a collision seems likely. Further it is observed here that driver aggression plays a vital role in overall traffic dynamics, hence this has also been factored in accordingly. This work is hence a step forward towards achieving autonomous vehicles in unorganised traffic, while similar effort would be required for planning problems such as intersections, mergers, diversions and other modules like localisation.

Biased oviposition and biased survival together help resolve a fig-wasp conflict

We report evidence that helps resolve two competing explanations for stability in the mutualism between Ficus racemosa fig trees and the Ceratosolen fusciceps wasps that pollinate them. The wasps lay eggs in the tree's ovules, with each wasp larva developing at the expense of a fig seed. Upon maturity, the female wasps collect pollen and disperse to a new tree, continuing the cycle. Fig fitness is increased by producing both seeds and female wasps, whereas short-term wasp fitness increases only with more wasps, thereby resulting in a conflict of interests. We show experimentally that wasps exploit the inner layers of ovules first (the biased oviposition explanation), which is consistent with optimal-foraging theory. As oviposition increases, seeds in the middle layer are replaced on a one-to-one basis by pollinator offspring, which is also consistent with biased oviposition. Finally, in the outer layer of ovules, seeds disappear but are only partially replaced by pollinator offspring, which suggests high wasp mortality (the biased survival or ‘unbeatable seeds’ explanation). Our results therefore suggest that both biased oviposition and biased survival ensure seed production, thereby stabilizing the mutualism. We further argue that biased oviposition can maintain biased survival by selecting against wasp traits to overcome fig defenses. Finally, we report evidence suggesting that F. racemosa balances seed and wasp production at the level of the tree. Because figs are probably selected to allocate equally to male and female function, a 1:1 seed:wasp ratio suggests that fig trees are in control of the mutualism.

Risk perception and commitment to reduce global climate change in Spain

An online national survey among the Spanish population (n = 602) was conducted to examine the factors underlying a person’s support for commitments to global climate change reductions. Multiple hierarchical regression analysis was conducted in four steps and a structural equations model was tested. A survey tool designed by the Yale Project on Climate Change Communication was applied in order to build scales for the variables introduced in the study. The results show that perceived consumer effectiveness and risk perception are determinant factors of commitment to mitigating global climate change. However, there are differences in the influence that other factors, such as socio-demographics, view of nature and cultural cognition, have on the last predicted variable.