Directors and officers

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Protecting Directors and Officers from Liability Arising from Aggressive Earnings Management

Protecting Directors and Officers from Liability Arising from Aggressive Earnings Management

that firms that have positive accruals should be more likely to carry D&O insurance and more D&O insurance. 3.3. M ORE H YPOTHESES D EVELOPMENT Aside from the earning management variables, there are many other variables that have been hypothesized in the literature (see Core, 1997, O'Sullivan, 1997, Chalmers et al., 2002, Boyer, 2005, and Zou et al., 2006) to have an impact on the demand for D&O insurance. The variables we present have been chosen because they are associated with a higher risk of litigation. These variables’ construction is presented in Table 1. We divide the explanatory variables in two groups: Variables related to the firms’ financial and variables related to the officers and directors per se. In terms of financial variables, we include in our regressions a measure of the debt ratio (DebtRatio), a measure of the firm’s growth opportunity (GrowthRatio), a measure of the firm’s recent accounting performance (Performance), a measure of stock market risk (Volatility) and a measure of bankruptcy risk (Bankruptcy). We also include whether there were important changes in the firms’ operation by controlling for large increases in the firms’ assets (Acquiror) or large decreases (SpinOff), the firms’ size (FirmSize) and whether the firms’ common stocks are traded on a stock market in the United States (USTraded).
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Directors' and Officers' Insurance and Shareholders' Protection

Directors' and Officers' Insurance and Shareholders' Protection

Corporate directors are liable for the corporation's actions as well as their own. Strangely, and by far, the most likely plaintiffs in a lawsuit against corporate directors are the shareholders who appointed them in the first place. As a result, directors often require protection so that their own personal wealth is not expropriated in the event of a good faith error. There are three ways to protect a director's wealth: Corporate indemnification plans, Limited liability provisions and Directors' and Officers (D&O) insurance policies. Of the three types of protection, D&O insurance is arguably the strangest not because shareholders purchase it to protect directors in case of a lawsuit, but because it also protects shareholders. Using an original database, we test a set of hypotheses that should determine the demand for D&O insurance. Our analysis suggests that the D&O insurance demand is best explained as part of the directors' compensation package, managerial signalling and shareholders' wealth protection. D&O insurance also appears to be a substitute for financial institution monitoring. Surprisingly, managerial risk aversion and financial distress do not seem to play important roles. Our results lead us to conclude that D&O insurance is not designed to protect the directors' personal wealth as much as it is designed to protect the shareholders'. In that sense, our paper offers an original approach to one of the many fundamental questions in finance: What determines corporate risk management practices?
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Is the Demand for Corporate Insurance a Habit? Evidence from Directors' and Officers' Insurance

Is the Demand for Corporate Insurance a Habit? Evidence from Directors' and Officers' Insurance

Of the many fundamental questions left unanswered in finance, one relates to corporate risk management practices. It is still relatively unclear what are the reasons that motivate risk neutral corporations to manage their idiosyncratic risk. Our contention in this paper is that corporate insurance purchases are driven by habit rather than an optimal approach to corporate risk management. Because public access to corporate insurance purchases and risk management strategies is limited at best, we examine a particular aspect of the corporate demand for insurance for which public information is available: Directors' and Officers' (D&O) insurance. Information regarding D&O insurance purchases has been publicly available in Canada since 1993. Our results suggest that the decision to insure as well as the amount of coverage purchased (policy limit and deductible) are more driven by the previous year's decision than any other. We find that a corporation's fundamental financial and governance measures do not appear to have any impact on the decision to purchase insurance nor on the amount of insurance to purchase. Our results suggest that corporations may not choose optimally their risk management decisions; rather they may rely more on a force of habit than on a clear and concise strategy to manage corporate risk. As a result, and in contrast to Core (1997, 2000) and Chalmers et al. (2002), we find no evidence of managerial opportunism in regards to D&O insurance coverage.
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Is the Demand for Corporate Insurance a Habit? Evidence of Organizational Inertia from Directors' and Officers' Insurance

Is the Demand for Corporate Insurance a Habit? Evidence of Organizational Inertia from Directors' and Officers' Insurance

In Model 4.2 I include my measure of corporate inertia to the OLS regression. According to the corporate inertia hypothesis, the greater the Inertia, the smaller should be the policy limit and the deductible because they did not keep pace with the corporation’s growth. In Model 4.2 regression results, the Inertia measure reduces significantly both the policy limit and the deductible, as hypothesized. Corporate inertia therefore appears to be an important determinant of D&O insurance purchases. By adding Inertia to the policy limit regression, the compensation and the asset variables become significant. In the first case, this is evidence in support of the risk aversion hypothesis. It appears that the greater the compensation of board members, the lower the protection (in terms of policy limit) that is needed. In effect, directors may require more compensation if they are not protected properly. With respect to the Ln (Assets) variable, the positive impact on the policy limit is contrary to the predictions of the financial distress hypothesis. No other variable has any significant impact on the policy limit. In the case of the deductible, the results do not change compared to those of Model 4.1 as only the V olatility and the USListed variables are significant, and only USListed has the expected sign.
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The Demand for Directors' and Officers' Insurance in Canada

The Demand for Directors' and Officers' Insurance in Canada

We collected precise information regarding executive compensation of publicly traded Canadian companies listed on the Toronto Stock Exchange. Since 1993 every company traded on the TSE must make public a lot more information that was required previously. They also needed to divulge information regarding 1991 and 1992 in order for the investor public to get an historical point of view. This information is made public once a year in the management proxy (information circular). The information contained in these proxies include 1) the name of the main stockholder; 2) the total compensation package (base salary, bonus, number of common shares and call options received) for the firm’s top-5 executives; 3) the number of exercised options and their value, as well as the number and the value of vested and non-vested options; and 4) the board structure (name and position) and the number of shares owned by each member. Management proxies also gives us the details about the type of vesting rights the executives have, as well as the voting rights of each type
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(WD-282) Automatic Rotation Mechanism for the Appointment of the Representatives of the IABA to the Board of Directors and the Governing Council of CATIE

(WD-282) Automatic Rotation Mechanism for the Appointment of the Representatives of the IABA to the Board of Directors and the Governing Council of CATIE

Because the appointment of the IABA’s representatives to CATIE’s Board of Directors and Governing Council help the IABA and CATIE fulfill a prescribed obligation, it is proposed that the most appropriate way to deal with this obligation is to establish a rotation mechanism that includes the Member States of IICA that are not members of CATIE and the region they represent. This would provide all of them, in theory, with an opportunity to participate. If this new mechanism is accepted, it will simplify the appointment procedure and facilitate the final decision to be taken by the Inter-American Board of Agriculture.
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380 - Appointment of the Representative of the IABA to the Board of Directors and to the Governing Council of the Tropical Agriculture Research and Higher Education Center (CATIE)

380 - Appointment of the Representative of the IABA to the Board of Directors and to the Governing Council of the Tropical Agriculture Research and Higher Education Center (CATIE)

That Mr. Richard Rortvedt, of the United States of America, has been ably representing the IABA on the Board of Directors of CATIE; That the Director General of IICA has requested the extension of Mr. Rortvedt’s term as IABA representative to the CATIE Board of Directors, and that the United States has agreed to that request;

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(WD-620) Proposed amendment to the mechanism for appointing the Representatives of the IABA to the Governing Council and the Board of Directors of the CATIE

(WD-620) Proposed amendment to the mechanism for appointing the Representatives of the IABA to the Governing Council and the Board of Directors of the CATIE

1. To develop a working knowledge of the Contract between the Government of Costa Rica and IICA on CATIE, as amended by Costa Rica Law 8028 of October 12, 2000, and the Joint Cooperation Agreement between IICA and CATIE of July 13, 2011. 2. To coordinate with the Director General of IICA and with the Member States to establish the IABA’s position on matters dealt with by the Governing Council of CATIE, especially with respect to any decisions taken to expand the IICA-CATIE Program for Joint Action and strengthen the mechanisms for implementing joint activities.
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(WD-363) Proposed amendment to the mechanism for appointing the Representatives of the IABA to the governing council and the Board of Directors of the CATIE

(WD-363) Proposed amendment to the mechanism for appointing the Representatives of the IABA to the governing council and the Board of Directors of the CATIE

4. To confer with the Member States and the Director General of IICA about any matters on the agenda of the Governing Council of CATIE that might relate to IICA, or its assets, in particular any such matters which require a vote of the Council. 5. To provide follow-up to the implementation of the IICA-CATIE Program for Joint Action by: (i) requesting a special report from CATIE on the Program; (ii) keeping abreast of developments related to its implementation; (iii) proposing initiatives designed to strengthen the mechanisms for joint action; and, (iv) supporting efforts to overcome any limitations that affect the execution of the Program for Joint Action.
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Research of possibilities to develop the exchanges of young officers in the European military higher education are

Research of possibilities to develop the exchanges of young officers in the European military higher education are

7 accepted sense, the two terms reflect different aspects of the nature of a future officer: “trainees” or “cadets” are used to reflect a military predominance in the educational tradition although “students” reflects a predominance of the academic tradition. Sociologically also, the choice between these three terms reflects different conceptions of the educational process. In the course of this study, it will be made clear that neither of these terms can be exclusively used when describing the curriculum of an officer. In fact, a similar choice is made, for the purpose of this study, regarding the term “institution” or “institute”. In Europe, there exists a wide diversity in the names given to the institutions responsible for initial training: “academy”, “college”, “school”, “university”, “training centre”, etc. It would be an over-simplification to say that these names reflect the variable proportion of academic or vocational instruction in initial education and training. This is not generally confirmed by observations and the reasons should perhaps be looked for in the difficulty of translating the names of the institutions into English. The common characteristic of all officers’ basic education and training institutions, in the European Union, is that they provide qualifications at higher education level.
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Directors of change in Surabaya in the context of mega-urbanization, The case of the Surabaya-Madura Bridge

Directors of change in Surabaya in the context of mega-urbanization, The case of the Surabaya-Madura Bridge

Surabaya, Indonesia's second city, with a population of 2.5 million inhabitants (year 2000) is East Java's provincial capital. Although Surabaya was among the major ports of the Indonesian archipelago, before and during the colonial era, and one of its prominent industrial cities, far ahead of Jakarta, it’s since been overshadowed by the national capital. Today, political and economic power is concentrated in Jakarta and this city is the major interface between global and national logics and flows. The primacy of the national capital is the consequence of excess-centralization, as examples from Thailand or the Philippines also demonstrate. However, this is somewhat curbed by the archipelago’s size and the tradition of its port cities that were linked within a little-hierarchised network (Charras and Franck, 2000). Surabaya has become a conjunct of Jakarta, but as a gateway to Eastern Indonesia, it shares with Jakarta the serving of the national territory. Despite its secondary town characteristics, rapid urban expansion has occurred around Surabaya, shaping urban corridors integrated by communication infrastructures. The ‘Suramadu Bridge’, a project that involves national and local interested parties, contributes to orientate this urban expansion.
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Modeling of the heating phenomena in ultrasonic welding of thermoplastic composites with flat energy directors

Modeling of the heating phenomena in ultrasonic welding of thermoplastic composites with flat energy directors

35 strain, as compared to the fibrous adherends. Since they cover the whole overlap, they provide 100% welded areas without the need for any shape or size optimization as suggested in previous work (Levy et al., 2012). The experimental study by Fernandez Villegas (2013) coupled with the work of Zhang et al. (2009) on heating of rectangular energy directors gave a relevant insight into the different heating mechanisms and their roles in this ultrasonic process. They particularly highlighted the significant effect of dry friction on the

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Independent directors: less informed, but better selected? New evidence from a two-way director-firm fixed effect model

Independent directors: less informed, but better selected? New evidence from a two-way director-firm fixed effect model

To date however, little researches have examined what might be another key issue regarding director heterogeneity: the difference among individuals in terms of intrinsic ability. A proficient director, beside her particular expertise and her network (board-related abilities), should have general competence fostering her ability to set ‘the tone at the top’. She must be able to synthetize disparate and complex information. She also should have a mind-set of critical thinking in face of corporate executives, as well as the ability to properly intervene during important meetings and to convince her peers. In this article, we contend that this sort of heterogeneity may play an important role in explaining the global value or impact of independence. Central to this argument is the possible existence of a sorting or selection process, by which independent directors would have intrinsic ability that differ from other, non-independent (affiliated or insiders) board members. Two opposite arguments come in mind, that ultimately relate to the relative bargaining power of CEOs in the (directors’) selection process (Hermalin and Weisbach, 1998). The first argument rests on the idea that CEOs may use their influence over directors’ appointment process to pick ‘lapdogs’ (that is ‘low ability’ individuals) that won’t interfere with their managerial power (Cohen, Frazzini and Malloy, 2012). In contrast with this adverse selection process, the second argument considers that CEOs may be forced to accept the appointment of ‘high ability’ individuals in the interest of the shareholders, so as to avoid negative market reactions (and ensuing falls in firm value). This reputation-based selection process supposes that independent directors may significantly differ in terms of external reputation (Masulis and Mobbs, 2011; White, Woidtke, Black and Schweitzer, 2013).
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397 - Rotation Mechanism for Appointing the Representatives of the Inter-American Board of Agriculture (IABA) to the Governing Council and the Board of Directors of the Tropical Agriculture Research and Higher Education Center (CATIE)

397 - Rotation Mechanism for Appointing the Representatives of the Inter-American Board of Agriculture (IABA) to the Governing Council and the Board of Directors of the Tropical Agriculture Research and Higher Education Center (CATIE)

The INTER-AMERICAN BOARD OF AGRICULTURE, at its Twelfth Regular Meeting, HAVING SEEN: Document IICA/JIA/Doc.282(03), “Rotation mechanism for appointing the Representatives of the Inter-American Board of Agriculture (IABA) to the Governing Council and the Board of Directors of the Tropical Agriculture Research and Higher Education Center (CATIE),”

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Colours and Appearances as Powers and Manifestations

Colours and Appearances as Powers and Manifestations

Part of what makes the concept of colour puzzling is that a coloured surface of an object can, without itself at all changing in any intrinsic respect, vary in the way it looks, due to various changes that are external to the object and the intrinsic properties of its surface: among variations that may make the object look different with respect to its colour are changes in lighting, changes in the atmosphere and changes in the subject perceiving the object, neurophysiological or psychological. The conception of the colour of an object as a power makes it belong to the class of objectivist theories of colour. According to the power view, the physiology and psychology of the perceiving subject do not determine the objective colour of perceived objects, but they contribute to determining how the colour appears to the subject. Such appearances are manifestations of the objective powerful colour property. A given determinate objective colour can appear differently to different subjects, and to one subject at different times because one objective power grounds many different dispositions to manifest itself. Consider the set of all possible factors that may determine the look of a specific determinate colour. Triggering conditions are sets of these factors. In each situation, the power, together with the triggering condition and the laws of nature, determines how the colour will manifest itself. For each triggering situation, there is a well determined disposition: If a subject is in triggering situation T i (composed, among other factors, of
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Mobility and multihoming management and strategies

Mobility and multihoming management and strategies

B. HIP The Host Identity Protocol (HIP) [4] [5] introduces a new cryptographic namespace conceptually located between IP and transport layers in order to uniquely identify each node in the Internet. The the IP address is left with the only location role whereas the new defined namespace is in charge of the node identification. As the IP address has no more ambivalent role in HIP, multihoming and mobility can easily be achieved. When an IP address changes (e.g., because of a movement), the cryptographic identity that identifies ongoing session remains unchanged [6]. [7] adds the locator list as a new parameter in HIP messages so a HIP node can update peer information about its current address set. Therefore, if a HIP hosts executes a handover it can easily notify its peers about its new preferred locator. In addition, [8] adds a registrar element in HIP called a rendezvous node. This rendezvous node maps nodes identification with their location and resolve the double jump problem (when two communicating peers are changing addresses at the same time) and the location problem during the communication initiation. Concerning the rehoming decision, HIP does not define any behavior for handovers. Therefore, the protocol must rely on standard IPv6 protocols such as Neighbor Discovery [9] to detect changes in the IP addresses set. As we show in section IV, these mechanisms are not sufficient for handover decision in a multihomed configuration. Finally, HIP faces the same deployment problem as SCTP; by introducing a new namespace, HIP requires its adoption by all nodes in the Internet otherwise there will
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Hepatitis C and Me: Treatment and Cure

Hepatitis C and Me: Treatment and Cure

Journal of Prisoners on Prisons... Diorio.[r]

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Colours and Looks as Powers and Manifestations

Colours and Looks as Powers and Manifestations

4. DENYING SP, SUPPOSING THAT REPRESENTATIONS OF COLORS ARE EXACT: GOODMAN/CLARK 272 4. Denying SP, Supposing That Representations of Colors Are Exact: Goodman/Clark The most influential strategy to avoid the refutation of looks by Non- trans has been introduced by Goodman ( 1977 ) and further developed by Clark ( 1993 ). In terms of our analysis of the logical form of Nontrans, this strategy can be interpreted as based on the rejection of the Sameness Prin- ciple (see Fara 2001 ). Goodman and Clark deny that the fact that two objects look the same with respect to color suffices to establish that there is a property, traditionally called appearance or look, that is directly apparent to the subject. Supposing that such a property exists leads to the sorites contradiction. However, contrary to Robinson and Jackson and Pinkerton, Goodman and Clark’s aim is not merely critical. Indeed, Clark provides a positive metaphysical interpretation of colors and looks, which goes be- yond finding a way of avoiding the conclusion of Nontrans. Discrimination and di↵erence judgments are made by subjects on the basis of the percep- tion of objects. Although these judgments bear on external objects, they must be made on the basis of some representation which has psychological reality. The challenge is to account for this psychological reality without falling into the trap of the sorites argument. Goodman and Clark’s strat- egy is to introduce a new kind of entity that is supposed to take over the role of looks, but di↵ers from looks in being immune to sorites arguments. “Qualia,” as Goodman and Clark call them, are psychological entities for which there is no principle equivalent to the Sameness Principle. No sorites argument refutes their existence even if all other premises are kept, including the Uniqueness Principle.
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Pasta and gluten: facts and fakes

Pasta and gluten: facts and fakes

Price Differential between GF and Traditional Pasta Country Year Price differential Sources Australia 2000-2009 x 4.9 Lambert and Ficken (2015) Nutr. Diet. DOI: 10.1111/1747-0080.12171 UK 2005-2010 x 2.7 Singh and Whelan (2011) J. Hum. Nutr. Diet. 24: 479–486

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487 - Proposed amendment to the mechanism for appointing the Representative of the Inter-American Board of Agriculture (IABA) to the Governing Council and the Board of Directors of the Tropical Agriculture Research and Higher Education Center (CATIE)

487 - Proposed amendment to the mechanism for appointing the Representative of the Inter-American Board of Agriculture (IABA) to the Governing Council and the Board of Directors of the Tropical Agriculture Research and Higher Education Center (CATIE)

Andean Ecuador 2018-2020 Caribbean Grenada 2021-2023 Northern Canada 2024-2026 2. Instruct the Director General of IICA to adhere to the rotation mechanism established in the above table and, at the appointed time, to request that the corresponding Member State appoint the person who will represent the IABA on the aforementioned governing bodies of CATIE; and

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