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.

Semi-Automated Creation of Converged iTV Services: From Macromedia Director Simulations to Services Ready for Broadcast

While sound and video may capture viewers' attention, interaction can captivate them. This has not been available prior to the advent of Digital Television. In fact, what lies at the heart of the Digital Television revolution is this new type of interactive content, offered in the form of interactive Television (iTV) services. On top of that, the new world of converged networks has created a demand for a new type of converged services on a range of mobile terminals (Tablet PCs, PDAs and mobile phones). This paper aims at presenting a new approach to service creation that allows for the semi-automatic translation of simulations and rapid prototypes created in the accessible desktop multimedia authoring package Macromedia Director into services ready for broadcast. This is achieved by a series of tools that de-skill and speed-up the process of creating digital TV user interfaces (UI) and applications for mobile terminals. The benefits of rapid prototyping are essential for the production of these new types of services, and are therefore discussed in the first section of this paper. In the following sections, an overview of the operation of content, service, creation and management sub-systems is presented, which illustrates why these tools compose an important and integral part of a system responsible of creating, delivering and managing converged broadcast and telecommunications services. The next section examines a number of metadata languages candidates for describing the iTV services user interface and the schema language adopted in this project. A detailed description of the operation of the two tools is provided to offer an insight of how they can be used to de-skill and speed-up the process of creating digital TV user interfaces and applications for mobile terminals. Finally, representative broadcast oriented and telecommunication oriented converged service components are also introduced, demonstrating how these tools have been used to generate different types of services.

Tabulated analyses of representative crude petroleums of the United States,

Running title: Analyses of crude petroleums of the United States.

Revitalizing health for all : international Indigenous representative group. Learning from the experience of comprehensive primary health care in Aboriginal Australia — A commentary on three projects

This paper presents a regional commentary (hereafter ‘the commentary’) on the three Australian projects of the Teasdale-Corti Global Health Research Partnership Program. The three Australian projects are: Victorian Aboriginal Health Service Ltd (VAHS), Melbourne, Victoria—Forty Years of Comprehensive Primary Health Care; Central Australian Aboriginal Congress Inc. (Congress), Alice Springs, Northern Territory—Ingkintja, Male Health Program; and Urapuntja Health Service (UHS), Utopia, Northern Territory—Outstation Health Care. It highlights common themes and lessons in respect to the Revitalising Health for All project in the context of Aboriginal and Torres Strait Islander health in Australia.

User-representative feature selection for keystroke dynamics

Continuous user authentication with keystroke dynamics uses characters sequences as features. Since users can type characters in any order, it is imperative to find character sequences (n-graphs) that are representative of user typing behavior. The contemporary feature selection approaches do not guarantee selecting frequently-typed features which may cause less accurate statistical user-representation. Furthermore, the selected features do not inherently reflect user typing behavior. We propose four statistical based feature selection techniques that mitigate limitations of existing approaches. The first technique selects the most frequently occurring features. The other three consider different user typing behaviors by selecting: n-graphs that are typed quickly; n-graphs that are typed with consistent time; and n-graphs that have large time variance among users. We use Gunetti’s keystroke dataset and k-means clustering algorithm for our experiments. The results show that among the proposed techniques, the most-frequent feature selection technique can effectively find user representative features. We further substantiate our results by comparing the most-frequent feature selection technique with three existing approaches (popular Italian words, common n-graphs, and least frequent ngraphs). We find that it performs better than the existing approaches after selecting a certain number of most-frequent n-graphs.

Representative learning design and functionality of research and practice in sport

Egon Brunswik proposed the concept of “representative design” for psychological experimentation, which has historically been overlooked or confused with another of Brunswik’s terms, ecological validity. In this article, we reiterate the distinc­tion between these two important concepts and highlight the relevance of the term representative design for sports psychology, practice, and experimental design. We draw links with ideas on learning design in the constraints-led approach to motor learning and nonlinear pedagogy. We propose the adoption of a new term, repre­sentative learning design, to help sport scientists, experimental psychologists, and pedagogues recognize the potential application of Brunswik’s original concepts, and to ensure functionality and action fidelity in training and learning environments.

Demand for, and Supply of, the Services of Primary Producer Representative Bodies in Queensland

In Queensland, at least 93 bodies exist to represent the interests of, and provide other services for, their farmer members, and their industries. The bodies vary greatly in focus, roles and activities, priorities, resources, size, and affiliations with other bodies. Results from a survey of 68 producer representative bodies (PRBs), and other data and information are used to examine the demand for, and supply of, farmer representational and other services in Queensland. The main results were: 1. member demand for services varies considerably between PRBs and is influenced by numerous factors; 2. members and non-members of one PRB vary significantly in the importance attached to some services; 3. the types of activities undertaken by PRBs varies between those for emerging and established industries; and 4. PRBs with paid staff/officers undertake more activities than others. The paper concludes that PRBs must continue to evolve and adapt their operations and structures to take account of changes in member and industry needs, external environments, cost pressures, resource availability, and sources of funding/assistance.

Director liability for uncommercial transactions : is s 588G(1A) impotent to provide liquidators the means to seek compensation for creditors?

In the 10 years since the addition of uncommercial transactions to the table of deemed “debts incurred” in s 588G(1A) of the Corporations Act, the sub-section has arguably achieved little. This article explains why this has been so, and what needs to be done to enable this aspect of Australia’s insolvent trading laws to operate effectively and as originally intended.

Dutch tilt, Aussie auteur : the films of Rolf de Heer. 2nd ed.

Dutch-born Australian director, Rolf de Heer, is Australia's most successful and unpredictable film-maker, with thirteen feature films of widely varying style and genre to his name. Arising from the author's 2006 - 2009 PhD research at the Queensland University of Technology (which focussed on the psychoanalytic use of sound in his films), and a fixed term Research Fellowship at the National Film and Sound Archive in Canberra, Australia, "Dutch Tilt, Aussie Auteur: The Films of Rolf de Heer" was first published in 2009 by VDM in Saarbrucken, Germany. This second edition addresses de Heer's additional film-making since 2009, and as with the first edition, is an auteur analysis of the thirteen feature films he has directed (and mostly written and produced). The book explores the theoretical instability of the concept of auteurism and concludes that there is a signature world view to be detected in his oeuvre, and that de Heer (quite possibly unconsciously) promotes unlikely protagonists who are non-hyper masculine, child-like and nurturing, as opposed to the typical Hollywood hero who is macho, exploitative and hyper masculine. Rolf de Heer was born in Heemskerk, Holland, in 1951 and migrated to Australia with his family in 1959. He spent seven years working for the ABC before gaining entry to Australia's Film, Television and Radio School, where he studied Producing and Directing. From his debut feature film after graduating, the children's story about the restoration of a Tiger Moth biplane, "Tail of a Tiger" (1984) to his breakout cult sensation "Bad Boy Bubby" (1993) which "tore Venice [Film Festival] apart" to the first Aboriginal Australian language film "Ten Canoes" (2006) which scooped the pool at the Australian Film Institute awards, de Heer has consistently proven himself unpredictable. This analysis of his widely disparate films, however, suggests that Australia's most innovative film-maker has a signature pre-occupation with giving a voice to marginalised, non-hyper masculine protagonists. Demonstrating a propensity to write and direct in a European-like style, his 'Dutch tilt' is very much not Hollywood, but is nevertheless representative of a typically Aussie world-view.

The role of representative design in talent development : a comment on “Talent identification and promotion programmes of Olympic athletes”

A recent comment in the Journal of Sports Sciences (MacNamara & Collins, 2011) highlighted some major concerns with the current structure of talent identification and development (TID) programmes of Olympic athletes (e.g. Gulbin, 2008; Vaeyens, Gullich, Warr, & Philippaerts, 2009). In a cogent commentary, MacNamara and Collins (2011) provided a short review of the extant literature, which was both timely and insightful. Specifically, they criticised the ubiquitous one-dimensional ‘physically-biased’ attempts to produce world class performers, emphasising the need to consider a number of key environmental variables in a more multi-disciplinary perspective. They also lamented the wastage of talent, and alluded to the operational and opportunistic nature of current talent transfer programmes. A particularly compelling aspect of the comment was their allusion to high profile athletes who had ‘failed’ performance evaluation tests and then proceeded to succeed in that sport. This issue identifies a problem with current protocols for evaluating performance and is a line of research that is sorely needed in the area of talent development. To understand the nature of talent wastage that might be occurring in high performance programmes in sport, future empirical work should seek to follow the career paths of ‘successful’ and ‘unsuccessful’ products of TID programmes, in comparative analyses. Pertinent to the insights of MacNamara and Collins (2011), it remains clear that a number of questions have not received enough attention from sport scientists interested in talent development, including: (i) why is there so much wastage of talent in such programmes? And (ii), why are there so few reported examples of successful talent transfer programmes? These questions highlight critical areas for future investigation. The aim of this short correspondence is to discuss these and other issues researchers and practitioners might consider, and to propose how an ecological dynamics underpinning to such investigations may help the development of existing protocols...

The need for ‘representative task design’ in evaluating efficacy of skills tests in sport : a comment on Russell, Benton and Kingsley (2010)

Russell, Benton and Kingsley (2010) recently suggested a new association football test comprising three different tasks for the evaluation of players' passing, dribbling and shooting skills. Their stated intention was to enhance ‘ecological validity’ of current association football skills tests allowing generalisation of results from the new protocols to performance constraints that were ‘representative’ of experiences during competitive game situations. However, in this comment we raise some concerns with their use of the term ‘ecological validity’ to allude to aspects of ‘representative task design’. We propose that in their paper the authors confused understanding of environmental properties, performance achievement and generalisability of the test and its outcomes. Here, we argue that the tests designed by Russell and colleagues did not include critical sources of environmental information, such as the active role of opponents, which players typically use to organise their actions during performance. Static tasks which are not representative of the competitive performance environment may lead to different emerging patterns of movement organisation and performance outcomes, failing to effectively evaluate skills performance in sport.

Ammonia emissions from a representative in-use fleet of vehicles in Guangzhou

Emission rates of ammonia (NH3) are reported for a fleet of 130 light-, medium-, and heavy-duty vehicles recruited in Guangzhou, China. NH3 measurements were performed using Nessler's Reagents spectrophotometry and nationwide standard chassis dynamometer test cycles required by Chinese EPA. Emissions of CO and NOx were also measured during these test cycles. Emission factors of NH3 were calculated for each type of vehicle and used to estimate the total emissions of NH3 from motor vehicles in Guangzhou (GZ) in 2009. Emission factors of NH3 show large variations among different categories of vehicles, with a range from 4 to 138 mg km-1. The average emissions of NH3 in Guangzhou in 2009 were estimated to be 983 t, with a range from 373 to 2136 t. In addition, it was found that vehicles with the highest NH3 emission rates possess the following characteristics: mediumand heavy-duty vehicles, certified with out-of-date emission standards, mid-range odometer readings, and higher CO and NOx emission rates. The results of this study will be useful for developing NH3 emissions inventories in Guangzhou and other urban areas in China.

Representative learning design in dynamic interceptive actions

The overarching aim of this thesis was to investigate how processes of perception and action emerge under changing informational constraints during performance of multi-articular interceptive actions. Interceptive actions provide unique opportunities to study processes of perception and action in dynamic performance environments. The movement model used to exemplify the functionally coupled relationship between perception and action, from an ecological dynamics perspective, was cricket batting. Ecological dynamics conceptualises the human body as a complex system composed of many interacting sub-systems, and perceptual and motor system degrees of freedom, which leads to the emergence of patterns of behaviour under changing task constraints during performance. The series of studies reported in the Chapters of this doctoral thesis contributed to understanding of human behaviour by providing evidence of key properties of complex systems in human movement systems including self-organisation under constraints and meta-stability. Specifically, the studies: i) demonstrated how movement organisation (action) and visual strategies (perception) of dynamic human behaviour are constrained by changing ecological (especially informational) task constraints; (ii) provided evidence for the importance of representative design in experiments on perception and action; and iii), provided a principled theoretical framework to guide learning design in acquisition of skill in interceptive actions like cricket batting.