Zatwsho LLC Case Study Example | Topics and Well Written Essays - 1250 words

Zatwsho LLC - Case Study Example The report also discusses about the kind of ownership that family business should have. Target market of the product has also been defined along with a memo to promote the company’s offerings in a better way. In the end of the report, recommendations have been given to improve the website of Zatswho. QUESTION # 1: Tips for Making Family Business Successful: There are several things that are to be considered in order to make a family business successful. One of the main tips to make a family business successful is that the roles and responsibilities of the partners or family members should be clearly defined and every family member should know what their responsibilities are and what they are supposed to do. Pitfalls That Should Be Avoided To Make Family Business Successful: It is important for every business to grow with the passage of time and in a family business, a stage comes when the growth of the business becomes static and at this point of time it is important to seek a dvices from outside advisors or people who are not in the family so that the business could have some fresh ideas and it could start growing again. QUESTION # 2: Because there are two people involved in the business therefore it is recommended to have a partnership rather than sole proprietor. As the business would be a partnership therefore the agreement of both Cooper and Schwinoff would be required while taking important decisions. QUESTION # 3: The target market of Zatswho would be parents and grandparents as they would be using these cards to teach their kids about their family members. However other target markets of the product could be day care centers and schools as they could use these cards to make kids recognize different important personalities and even cartoon characters. Along with this the target market of the company also includes the fundraising organizations, special needs children, and adults with the problem of memory loss. QUESTION # 4: Zatswho LLC January 20, 2012 To: Cooper and Schwinoff From: Subject: Proposing Guerrilla Marketing Strategy for Zatswho LLC Guerrilla marketing strategy has become important for the businesses in this highly competitive world, especially for the businesses which are targeting specific and small market segments (Levinson, 2007), as in the case of Zatswho. The company is mainly targeting the grandparents and parents who like to play with their grandchildren and children and the same time wants to increase the memory of the children. Apart from this other target markets include children with special needs, day care centers, schools, fundraising organizations, and seniors with the problem of memory loss. In order to capture the target markets and attract them it is essential for the company to come up with some unique and out of box marketing strategies. The company can go for price discount and cheaper goods strategy, as the target market will not be willing to spend much on such playing items. This strategy of price discount can be supported by different limited time promotional activities like: Placing colorful sticky notes consisting information about the game in the children stores and shops. Holding competition through social media for suggesting best game which can be played using these cards. Different posters can be placed at schools, day care centers, and playing grounds in order to attract more market. Hold different competitions at shopping malls, schools, and playing grounds in which judging the children on the ability of their quickly identifying the pictures. Partnership with some chocolate or confectionary company and come up with special packages. All these promotional acti

Personal Development Plan Essay Example | Topics and Well Written Essays - 1750 words

Personal Development Plan - Essay Example This requires funds, which are not always available. In this case, I will have to prove to an organization that my research is in accordance to the vision of their company and aiming at improving science and technology in the country. Attaining this chance will give me a good chance to d my research work. I will also be able to get first hand skills and opportunities. I will also be able to improve m communication and social skills within the company of my research. This will widen the scope of my knowledge and I will be able to learn various challenges individually. Apply for lots of jobs in my field of study. Engage in internship and volunteer jobs within my field of career and my dream working stations. Engage in 8 hours lecturing within a week in the University to improve my teaching skills and solicit for a job while still seeking for a job Securing these two jobs will be a dream come true. I will be able to put my practice at work. I will also be able to improve my communication status. My living standards will also improve, as I will be under payroll. I will also be able to meet various opportunities in my field of operations After securing good grades at master’s level, it will be easy to pursue my doctorate degree. This includes applying well within the stipulated time. I will also ensure that all the necessary requirements are available on time and above all that, I am qualified for the position to further my studies. Owing to good experience at field work I will ensure I work hard and pass my exams and learn more from the course You should identify the level where on the scale you think you are and also comment on what evidence your assessment is based in the space beside each component part of the skill. Evidence needs to be hard evidence eg results or feedback from tutors or employers. I have good communication skills especially since I am a trained teacher through my field of agriculture

Promoting Good Health Primary Care

Promoting Good Health Primary Care Health professionals, particularly those working in primary care, have an important part to play in promoting good health. Therefore it is the intention of this essay to explain the theoretical base that underpins the nurses health promotion practice. Reference will be made specifically to promoting good nutritional intake and healthy lives for children. The essay will identify how evidence-based research concerning the subject of health promotion can be used to inform the practice of the nurse. The essay will highlight the priority given to the promotion of healthy eating by use of examining current government guidelines and healthcare strategies. This part of the essay will examine potential definitions of health. Health is not just about physical health but also about mental and social well-being. It may be most effective when meeting basic needs, accessing relevant information and relying on family or community support (Bury 2005). The World Health Organisation (WHO) defines health promotion as the process of enabling people to increase control over, and to improve their health (WHO 1998). The growth of interest and activity in health promotion over recent years must also attempt to develop some methods of prevention to ill-health (Downie et al. 2000). Factors surrounding the nutritional health of children has many elements; some of which include their genetic make-up, environmental influences and the stage of development of the child (Holden and MacDonald 2000). Eriksons (1968) established the psychosocial theory of development which took into consideration the effect of external aspects, parents and society on personality development from childhood to adulthood (Erikson 1968). According to Eriksons (1968) theory every person must pass through a series of eight inter-related stages of their life cycle. Stage number four is school-age child where children are learning and developing new skills and it is also a very social stage of development (Erikson 1968). Social issues will be discussed in more depth later in this essay. According to the Scottish Government nurses and midwives play a dynamic and vital role in improving health and delivering health services to the people of Scotland (Scottish Government 2001). Therefore in terms of promoting the health of children through healthy nutrition, nurses are encouraged to educate children through visits to schools, attending youth groups, giving advice to new parents and offering advice at clinics and so on. The school nurse works in cooperation with the school to produce an environment that promotes healthy living as well as looking after the needs of individual children (School Nurse 2010). Health education is important for preparing the social, practical and emotional knowledge of children and providing them with social skills. It also helps to protect and promote the health of children through an environment and culture which is safe, healthy and beneficial to learning (Department of Health 2004). Holden and MacDonald (2000) identified that nutritional e ducation is essential to enable children to make informed choices about food and understand the relationship between diet and health. Nurses are often available to give advice and guidance on good diet and nutrition and regularly give health talks at school assemblies. The next part of the essay will look at some of the legislation surrounding health promotion for children. School meals in Scotland have undergone a transformation over the past few years due to the Hungry for Success Initiative which introduced nutritional guidelines for school lunches (Fife Council 2010). The Schools Health Promotion and Nutrition Scotland Act (2007) encourages the Hungry for Success programme and requires all local authorities to ensure that food and drink provided in schools comply with the nutritional requirements specified in the regulations. This act places health promotion at the centre of school activities. It encourages local authorities to provide school pupils with healthy drinks and snacks either free of charge or at a reduced cost. It also requires local authorities to promote school meals and to also reduce the stigma attached for pupils having free school meals. Another project that was initiated was the Hygiene, Healthy Eating and Activity in Primary Schools Initiative (HHEAPS) (Food Standards Agency 2009). This was devised for schools to raise childrens awareness of food hygiene, healthy eating and physical activity and the main concept was to link the three together, providing children with a basic understanding of how colds and flu viruses spread, how they can feel mentally and physically better about themselves, as well as enjoy fun activities with their peers. The importance of health promotion in schools is a key part of the role of the school nurse and often concentrates on exercise and healthy eating which can include fighting obesity and perhaps even eating disorders (School Nurse 2010). The Scottish Government (in partnership with Learning Teaching Scotland and NHS Health Scotland), have produced a leaflet called Healthy at Schools: Healthy for Life which acts as a guide for parents to explain why schools are promoting health (Scottish Government 2009), so as to keep parents involved. Pupils are giving the opportunity to take part in a physical activity or sport and they learn about health in many different subjects. The social, mental, emotional and physical health of school pupils are the responsibility of all teaching and non-teaching staff in schools. Good nutrition has a positive influence on child development and any health promotion involvement that focus on children and young people can be the basis for a healthy lifestyle that may be continued into adulthood (Licence 2004). Therefore the priority of health promotion and nutrition education is directed mainly at changing diet and lifestyles, with the aim of reducing chronic diseases (Webb 2002). According to The Scottish Government (2008), 20% of primary one school children are classed as overweight, some even categorised as being obese. Childhood obesity can lead to childhood diabetes, early puberty in girls and can lead to some types of cancers and heart disease later in life (Kozier 2008). It is therefore vital to begin health promotion in children as early as possible, to allow them to make their own choices about their health as they become older. Having examined some of the policies surrounding health promotion, it is now appropriate to examine the role of the nurse as a health promoter in greater depth. The nurses role in health promotion and health education involves taking into account all of the processes involved from assessing, planning, implementing and evaluating, as these are all essential elements of a health promotion programme (Whitehead 2002). According to Kemm and Close (1995), health promotion is an activity that intends to prevent disease or promote health. One of the key aspects of health promotion is attitude and to suggest ways to change attitude and its associated behaviour is of the main objectives in health promotion (Downie et al. 2000). It is vital to adopt the most important approach to health promotion and Ewles and Simnett (2005) suggest five approaches to health promotion: medical, behavioural change, educational, empowerment and social change. In terms of health promotion for children the educatio nal approach and the behavioural change can be linked together as school education programmes can help pupils to learn the skills of healthy living thus aiming to change their attitudes and behaviour with the hope of them adopting a healthier lifestyle (Ewles and Simnett 2005). To provide structure for health promotion, several health promotion models have been developed. One of the better known and most popular one is Tannahills model of health promotion (1995) which describes health promotion as three interlinked circles that include health education, health prevention and health protection. As the circles overlap they form the seven components of health, and number five on the list positive health education is aimed at changing behaviour and encouraging beneficial use of leisure time as in exercise and fitness (Downie et al. 2000). Changing behaviour could be done by either educating parents in positive health or by showing the consequences of poor health. Health education is described as an activity aimed at informing people about the prevention of disease, and according to Naidoo and Wills (2000) health prevention can be divided into three categories. Primary prevention is aimed at prevention of the start of the disease, secondary is aimed at prevent ing the development of the disease and tertiary is aimed to reduce any further suffering for those who are already ill (Naidoo and Wills 2000). The Ottawa Charter for Health Promotion (WHO 1986) outlines the key principles for health promotion which include strengthening individuals personal skills and capacities, empowerment and because society is forever changing, be able to create a healthy working and living environment. Dahlgren and Whitehead (1991) established the Determinants of Health model which explained how health is shaped by a variety of factors either positively or negatively. Economic, social and environmental conditions can determine the health of people and populations and also included in this model are the essential changes in the circumstances of daily life. Such factors can decide whether or not a person is in the right position, either physically, socially or personally to meet their requirements, succeed and be able to cope with changes in their situations (Local Government 2010). In terms of social issues, it is vital to highlight that promoting good health amongst children is virtually impossible unless parents are also targeted. Since parents and carers make most decisions regarding what a child eats, perhaps whether they can go out to play and whether they can join organised sporting activities, it is important that parents also have appropriate information on how to keep their child healthy (NHS Scotland 2010). Healthy families are better equipped to deal with challenges such as illness as they have developed effective coping strategies. Midwives can begin the process by giving targeted information to expectant parents on initiatives such as breast feeding, childhood immunisations and different activities to nurture happy, healthy babies. Some of these activities may include toddler swimming lessons or attending baby rhyme time classes (Netmums East of Scotland 2010). Nurses could then reinforce this by providing further information and advice during clin ics, nursery classes and through school-based drop-in advice services (Advice Guide 2010). Nurses can use their role as a liaison between health and education by working in partnership with members of the teaching profession to promote good health to young children. This might be by providing training for school-based staff to support children with healthcare needs such as asthma or diabetes or working with physical education teachers to encourage all children to take part in sports and other activities (The Scottish Government 2003). It is important that nurses show children why good nutritional intake is so important, by focusing on how it will not only prevent future illnesses, but it will help them to feel better and be more alert and active. It is also important to include how environmental issues such as poor housing, poor income and low levels of education can all affect the health of children (The Scottish Government 2003). Children can only follow through by choosing the healthy options they have been taught if they understand the importance of why they should cho ose a healthy diet (Frey and Barrett 2006). Fast food chains can also target children, and although many of them offer healthy choices, it is vital that children and parents understand the consequences of always choosing the unhealthy options, such as fatty foods potentially leading to heart disease, or sugary drinks leading to tooth decay (Food Standards Agency 2005). It might be possible to use educational aids such as pictures and videos to highlight to slightly older children and their parents of what could happen if they continually choose unhealthy foods (Brown and Ogden 2004). Nurses who work with children and young people also have an important role in identifying children who may be at risk of malnutrition. It is important for nurses to be able to recognise health problems that may be related to poor nutrition, for example, tiredness, slow growth, delayed puberty, pale skin and poor hair condition. The Royal College of Nursing (2006) suggests that basic screening of a childs nutritional status contributes significantly to identifying children at risk (RCN 2003). The Scottish Intercollegiate Guidelines Network (SIGN) have specific guidelines developed on evidence based clinical practice for the National Health Service (NHS) and they suggest that children whose families live in a deprived area should be considered as an increased risk of developing tooth decay (SIGN 2005). Parents and carers should receive oral hygiene education from the local dental team and health professionals should ensure that oral health messages are relevant and applicable to lifest yles and communities (SIGN 2005). Nurses need to take into account the social world of their patients and to understand their social situations. Factors within the social and maternal environment can influence health and development (Bromley and Cunningham-Burley 2010). The nurses role is to recognise the relationship between social issues and health and to be aware of cultural differences with regards to nutrition (Food Standards Agency 2002). According to Save the Children Scotland (2009) 240,000 children in Scotland live in poverty; that is one in four young people in families that struggle to get by every day. Families on low incomes find it hard to provide the basic necessities like decent, healthy food so therefore poverty affects the way that people eat (Save the Children Scotland 2009). Circumstances and the environment determine whether families are healthy or not. Genetics, relationships, education levels and income all have a huge impact on health (Anon. 2010). The nurses role in health promotion also incl udes health psychology which is the understanding of psychological influences on how people stay healthy. Health care professionals deal with problems identified by behaviours, attitudes, diet, exercise and so on (Ogden 2003). Some socially excluded families may not have the communication skills to identify and utilise what is available in terms of health promotion and disadvantaged families may have difficulty in taking up healthy options. Parents perceptions of healthy eating and exercising need to change and parents need to be more aware of the outcomes of an unhealthy diet. Children follow in their parents footsteps and do what they are brought up to think is correct. According to Nursing and Midwifery Council (2008), nurses are bound by and must adhere to the NMC Code of Conduct which states that it is the nurses duty to care for their patients and they must try and do what they think is best for them (NMC 2008). Nurses need to make people more aware of their role in promoting health and well-being of children and young people. Nurses need to work together with other health professionals including social care and local councils to change families attitudes and behaviours (Moyse 2009). Overall families are resilient and resourceful but they may need extra support and outside help to adapt successfully. Families cannot be forced to change but nurses can give them enough information and offer support to help them to change. Families need to believe that they can change and that changes will be good for them and that they will benefit from changing their lifestyles. Nurses need to influence the health of communities and problem areas. The Scottish Go vernment published a paper which provided a framework to support a programme which could help to deliver a policy for health improvement (The Scottish Government 2003). The main objectives in this paper for health improvement are that by 2010 -2012 life expectancy for people living in all areas of Scotland should be improved and it is also expected that inequalities between the most deprived and most comfortable groups should be reduced (Scottish Government 2003). In conclusion, this essay has examined some of the issues surrounding health promotion in children, focusing specifically on nutritional intake. It has firstly explained the knowledge base that underpins the nurses health promotion practice. The essay has looked at some of the legislation and government policies surrounding health promotion, and then also looked at the role of the nurse as a health promoter, and how a nurse must take into account social and educational issues when attempting to implement any health promotion initiative. The essay looked at a health promotion model and one component of this was discussed in more detail. Having examined current government guidelines and healthcare strategies, the essay then looked at guidelines that were developed on evidence based clinical research. Nurses should try to encourage people to take responsibility for their health and to make them more aware of the long term affects an unhealthy diet can have on younger children. Bad nutri tion affects skin, hair, nails and teeth. The essay has also discussed factors within the social and maternal environment which can influence health and development. It has also looked at why nurses must work together effectively with other health professionals to change family attitudes and behaviours. This essay has also discussed why people struggle to change, the effect of social class and health inequalities. Throughout completion of this essay it has become apparent that health promotion of children and young people is a vital part of the role of the nurse and the nurse can influence health improvement through health promotion. 2852 words

Who do you blame most for King Duncans Death? :: English Literature Essays

Who do you blame most for King Duncan's Death? Who do you blame for king Duncan’s death? Consider the role of Macbeth, Lady Macbeth, and the Witches. When answering this question you need to consider the roles of Macbeth, Lady Macbeth, and the Witches. From this we need to also consider when the play was written and in what context the audience saw the characters in the time when the plays were written. Shakespeare was commissioned to write the play by James I of England who was also James IV of Scotland in the same period and was the new King of England. James I was obsessed and paranoid about witches, so much so that he wrote a book on the subject titled Demonology; at this time everyone believed in the existence of the supernatural, and when the Witches came on to the stage they would not be seen as funny or laughable but as sinister and scary. James I mother, Mary Queen of Scots had been executed on the charge of treason, his father Lord Darnley had been assassinated. James I had inherited a time of political turmoil and confusion through the church and the monarchy’s ideology; and a time where political murder and revenge murder were commonplace. James I himself had, had two assassination attempts made on his life. The second of these was in 1605 and is well known to this day it was the Gunpowder Plot; this may be why the murder of King Duncan isn’t in the play be cause it may insight ideas about murdering King James I, also showing the murder may make James I seem less divine. James I would be seen as less divine because if a King is seen to be murdered on stage while he is asleep with no struggle them he may be seen by the public as faulted and fallible. In Shakespeare’s period people believed there was a greater power controlling life, and as long as this divine order was maintained chaos wouldn’t take control. The murder of the king would throw the system into chaos; the murder would not only be a crime against the state but more importantly a crime against god. At the top of the chain is god with ultimate power over everything, then King, Thanes, citizens, and finally animals. Macbeth is thane of Glamis at the start and is then also Thane or Cawdor, this gives him a duty to the King and god that he must obey as they are his superiors.

Collective Action Problem Essay

Problem Statement: – Competitors Coca- cola and Pepsi-cola have to decide whether or not to offer discount pricing. Matrix:-    Pepsi – cola    Coca- cola Pricing Strategy Discount price Regular price Discount price $4b,   $2b $8b,   $1b Regular price $2b,   $5b $6b,   $4b * b means billion    Description: – Both companies can choose one outcome by offering a discount price or a regular price. The payoff for each firm depends upon the pricing strategies of both firms.     For coca- cola the worst case scenario is $2 billion payoff when it offers regular prices while Pepsi-Cola charges discount prices. Similarly, for Pepsi- Cola the worst case scenario is $1 billion. Solution: – A dilemma is involved because each party would like to have maximum benefits by offering the discount and hoping that the other doesn’t.   The only secure means both companies have of avoiding meager profits is to offer discount prices. The ideal scenario would have been when both were offering regular price as they would have earned $6 billion (Coca- cola) and $4 billion (Pepsi-Cola). But, it’s difficult to trust each other and thus, they both go for the conservative strategy and settle down for profits of $4 billion and $2 billion for Coca-cola and Pepsi-Cola respectively.

Where Is Phosphorus Found On The Periodic Table

Directors Legal Duties and Obligations - Free Essay Example

Sample details Pages: 8 Words: 2516 Downloads: 10 Date added: 2017/06/26 Category Law Essay Type Narrative essay Tags: Duty Essay Did you like this example? Companiesà ¢Ã¢â€š ¬Ã¢â€ž ¢ directors are persons who are vested with the responsibility of the management of the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s affairs. A company is usually composed of two main organs which are the board of directors and the members in general meetings. Every company provides the director extensive powers to supervise manage and control the company. Don’t waste time! Our writers will create an original "Directors Legal Duties and Obligations" essay for you Create order Likewise every director owes certain duties and responsibilities towards the company. Directors stand in a relationship of trust and confidence with the company that is fiduciary relationship. [1]A fiduciary duty is an obligation to act in the best interest of another party. If a director said to be breach his fiduciary duties such as making secret profits, the company may sue him for damages or recover such secret profits from him. In other words, directors cannot and should not use his/her position to reap personal gains. Directors own to the company a duty to act in good faith for the benefit of the company. As seen above, directors stand in fiduciary relationship with the company, which is the relationship that is based on trust and confidence this means that the director should always act in the greatest curiosity of the company. Directors must always act in good faith in all matters that relate to the company. The directors must exercise their powers bona fide not for any collateral purpose but in what they consider is in the interest of the company. [2]This argument can be held by seeing at Section 132(1) of the Company Act 1965 which states that directors must exercise their discretion bona fide in what they consider not what a court may consider is in the interest of the company and directors must not exercise their powers for any à ¢Ã¢â€š ¬Ã‹Å"collateral purposeà ¢Ã¢â€š ¬Ã¢â€ž ¢. However, there is an issue whether directors also owed fiduciary duties to other people apart from their fiduciary obligations to the company. The Court fixed in the case of Percival v Wright that directors do not have any fiduciary obligation to disclose negotiations made when they just to buy shares in relation to the shareholders. However, this case also did not put any rule that directors of the company may not be in the fiduciary relationship with the shareholders. For example, the Court believed that the directors in the case of Allen v Hyatt have put he r in a fiduciary relationship with some shareholders in the agencys capacity to. This case shows that even in Percival v Wright directors do not owe any fiduciary duty to shareholders, it is likely that there is a fiduciary relationship between the directors and shareholders of the company which cannot be denied. The directors may also have a fiduciary obligation to employees in addition to the shareholders. [3]However, in Malaysia on the fiduciary duty of directors to staff is still unclear because according to Chan and Koh on Malaysian company law, the companies Act 1965 does not expressly provide that the directors of the company is to take attention to the interests of company employees in carrying out their functions . In carrying out their fiduciary duties to the company, there is the scope that the directors must act in accordance with. The scope of fiduciary duties required has not yet been codified by the lawmakers but the principles established in cases based on the common law can be used in accordance with section 132 (5) of the companies act. Section 132 (5) of the Act read, this section is in addition to and not in derogation from any law or laws relating to the duties or liabilities of a director or officer of any other company and the word rule of law shall be construed as including the rules of public law. Firstly the directors are in the duty to act bona fide in the interests of the company. Subjective test of honesty or good faith is a test carried out to find out whether this duty has been fulfilled. The directors are said to be in breach of duty when they failed subjectively (i.e., in the mind of their own) to give proper consideration to the company interest. For example, this happens when a director contends that the interests of the company as a personal interest and do not deliberate its interests as a separate linked entities. [4]The case of Re W M Roith Ltd can be brought up to explain this point. In this case, Roith , the company director, entered into a service contract with the company with the purpose of providing some financial provision which is his pension for his wife upon his death and without considering whether the contract benefit the company. The court held that the service contract was for benefit of the wife and not bona fide in the interest of the company. In this case, it can be seen that Roith had breached his fiduciary duty which is to act in the best interest of the company as he acted for the interest of his wife and not for the company. That is why this contact was challenged and bought to court upon his death. From this case, ità ¢Ã¢â€š ¬Ã¢â€ž ¢s clear that directors could breach his/her fiduciary duty if he/she doesnà ¢Ã¢â€š ¬Ã¢â€ž ¢t act in the best interest of the company. As a director, it is important for him/her to bring profit to the company and not for him/her. [5]Another case that can be looked into is John Crowther Group Plc. V Carpets International Pl c. and others. In this particular case, the directors entered into an agreement to recommend a particular bid for the company shares. By negotiating such break fee provisions that limit consideration of any other offers, it can be argued that the directors did not act in the best interests of the company, particularly if the other companys approach to higher prices. But this must be weighed against the interests of the company in a bid to get early. If, for example, the offeror will not make an offer without a break, including the conditions, the directors may legitimately believe that the terms of the offer (including a break fee) is in the best interests of the company. This case shows that the director must provide a best and higher bid for company shares to earn profit. Thus when the director recommend a lower bid than other companies, he/she said to be breached his/her fiduciary duty. Next is the duty to exercise powers for their proper purpose. This task can be broken relatively easily, as the director may violate this obligation every time they carry out activities that they are not empowered to do even if they honestly think that whatever they do is for the benefit of the company. For example, the main reason for the issuing shares is to raise capital. If shares were issued for other purposes, it may not be appropriate and the directors have breached this duty of care. [6]In Hogg v Cramphorn Ltd Ors, Articles of Association of the company the defendant to authorize the directors to issue or sell shares to people on some of the terms and conditions and at times as the directors think it is fit. When there is an attempt to take over the company, the directors work a scheme in which the new preference shares have been allotted to 5707 new trust established for employees of the company. The Board of Directors made a loan of  £ 5705 from funds of the company independent of the trustees to enable the trustees to subscribe and pay for the shares. Votes attached to shares along with those of the directors and their friends were enough to form a majority at a general meeting and as a result, the acquisition was defeated. One of the companys shareholders challenged the validity of the distribution. The court is of the opinion that the directors have acted for improper purpose and added that the authority to issue shares is a fiduciary duty of directors. So, when the issue was done for improper purposes, the shares issued may be waived. Although improper purpose is the main cause or just one of several reasons that contribute in decision making, the decision will not be valid if, but for the improper purposes, the decision would not have been made. When a director uses his / her power for improper purposes, the company may cancel the actions of companies. Another duty of directors is to retain discretion. Directors do not have to put themselves in a position where they are unable to make decisions for the best i nterest of the company. These include entering the commercial transactions that occur in a situation where they cant take part in decision making to the company. For example, the directors may not carry out a transaction where they should put the interests of other parties ahead of the interests of the company. [7]In Kregor v Hollins, The Court adopted the view that decisive that the directors may not fetter his discretion contract with outsiders. It is not proper for the directors to provide an undertaking to a third party that they will see the importance he will find. [8]While in Clark v Workman, it was held that the director has breached his duty when he gave undertaking to a third party that director would see to his interest. Although the directors are free to decide, they cannot contract how to exercise their discretion or how to decide in future. Besides that, directors have the duty to avoid conflict of interests. The directors are deemed to have what is known as the fiduciary duty due to their company. This is a legal relationship which is important, and is one of the duties of the trust and utmost good faith. In this context, the directors must place the interests of the company in the presence of their own. Directors cannot put themselves into a situation where they have (or may have in the future) a personal interest conflicting (or possible conflicts in the future) with the interests of the company, which they will be bound to protect. This will occur where there is a real possibility of conflict. A conflict of interest may be direct or indirect. Directors have a duty not to have a personal interest in a transaction with the company. A director will breach this duty where he or she enters into a contract with the company either directly (by personally contracting with the company) or indirectly (such as where the director is both a director and shareholder of another company which contracts with the first company of which he/she is a dir ector). In Malaysia, section 132(2) (e) provides that a director shall not engage in business which is in competition with the company except with the consent or ratification of a general meeting. This means that the director may engage in business activities that compete with the agreement of the general meeting. In addition, the involvement of any competing company should be declared at the meeting of directors by virtue of section 131(5) of the Companies Act. There is qualification in respect of the above obligations. The companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s constitution clearly allows a director to have an interest in a contract with the company. If that happens, it will modify the fiduciary duty of a director. The provisions must be strictly observed in order to prevent a breach of the duty. [9]A director who is interested in personally on transactions through the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s constitution can still vote in the board of directors, but is still subject to an obligation to vote for the benefit of the company as a whole, unless relieved of that duty in some way. Particular constitution may require disclosure of interest in a contract to the members at a general meeting before the contract can be entered into. [10]Where this is the case, an exception occurs where the directors are fully aware of the facts and, in the circumstances, the director of benefits is clear. For example, if the Board of Directors resolves to increase qualifications in their pension fund, it will not be necessary for each director is officially revealed to the Board that their individual qualifications will increase. [11]Other credentials to a duty to avoid conflict of interest is where a director make full disclosure of the nature of his interest in the transaction to the members of the company at a general meeting, and the transaction was approved by ordinary resolution. If a director is interested in a transaction with the company, and none of the above qualificat ions are met, the contract is voidable by the company. The Board will decide whether or not to initiate proceedings to make unauthorized transactions. Because of their role, the directors have a fiduciary duty not to misuse confidential information which they acquire as a result of their position. The information is considered CONFIDENTIAL where the owners believe that: if the information disclosed will be in some way prejudicial to him or to others; the information is confidential, secret and not in the public domain; based on the use and practice of industrial or commercial, this information will be treated as a quick cover. These examples in breach of duty will reveal details of the company customers or suppliers in a situation where that information will be considered to be given the confidence or as involved in insider. Directors must avoid situations where personal interests conflict, or may conflict, with those of the company. In common law, it seems that the directo r may engage in businesses that compete as long as there are no prohibitions express in the memorandum, articles or agreement of the company. This will occur where the companies act for the director is so related to the affairs of the company that its done in management and in the use of opportunities and special knowledge as directors. There needs to be a connection between the fiduciary duties of directors the cause and chance. It is necessary to see the situation where the opportunity arises; type of opportunity; the nature and extent of the companys operations and future operations of the company. If there is any connection between the duties of directors and opportunity, it is probable that the opportunity has been misused. It is irrelevant if the company does not have exploited the opportunity itself, except where it is really for the interest of the company that the directors pursue benefits. In conclusion, as directors of the company, there are certain fiduciary dut y must comply with. This task can be found by following the principles of the common law and where relevant, of the companies Act 1965. Fiduciary duties of directors as has been discussed above should be required by them and any without any will result in a breach of fiduciary duty of directors in office. [1] https://definitions.uslegal.com/b/breach-of-fiduciary-duty/ [2] https://www.scribd.com/doc/45190152/Amendments-Toc-a-1965 [3] https://www.scribd.com/doc/45190152/Amendments-Toc-a-1965 [4] [1942] 1 All ER 542 [5] [1990] BCLC 460 [6] https://www.scribd.com/doc/22795963/Assignment-Company-Law-Directors-Fiduciary-Duties [7] (1913) 109 LT 225 [8] [1920] 1 IR 107 [9] Guinness plc v Saunders [1990] 2 AC 663 [10] Woolworths Ltd v Kelly [1991] 22 NSWLR 189 [11] Woolworths Ltd v Kelly [1991] 22 NSWLR 189