B、had ever been
C、has ever been
D、would ever be
39．— _________ have you been learning English? ．
—I have been learning English for six years．
A． How long
B． How often
C． How far
D． What time
3 Mary Hobbes joined the board of Rosh and Company, a large retailer, as finance director earlier this year. Whilst she
was glad to have finally been given the chance to become finance director after several years as a financial
accountant, she also quickly realised that the new appointment would offer her a lot of challenges. In the first board
meeting, she realised that not only was she the only woman but she was also the youngest by many years.
Rosh was established almost 100 years ago. Members of the Rosh family have occupied senior board positions since
the outset and even after the company’s flotation 20 years ago a member of the Rosh family has either been executive
chairman or chief executive. The current longstanding chairman, Timothy Rosh, has already prepared his slightly
younger brother, Geoffrey (also a longstanding member of the board) to succeed him in two years’ time when he plans
to retire. The Rosh family, who still own 40% of the shares, consider it their right to occupy the most senior positions
in the company so have never been very active in external recruitment. They only appointed Mary because they felt
they needed a qualified accountant on the board to deal with changes in international financial reporting standards.
Several former executive members have been recruited as non-executives immediately after they retired from full-time
service. A recent death, however, has reduced the number of non-executive directors to two. These sit alongside an
executive board of seven that, apart from Mary, have all been in post for over ten years.
Mary noted that board meetings very rarely contain any significant discussion of strategy and never involve any debate
or disagreement. When she asked why this was, she was told that the directors had all known each other for so long
that they knew how each other thought. All of the other directors came from similar backgrounds, she was told, and
had worked for the company for so long that they all knew what was ‘best’ for the company in any given situation.
Mary observed that notes on strategy were not presented at board meetings and she asked Timothy Rosh whether the
existing board was fully equipped to formulate strategy in the changing world of retailing. She did not receive a reply.
(a) Explain ‘agency’ in the context of corporate governance and criticise the governance arrangements of Rosh
and Company. (12 marks)
(a) Defining and explaining agency
Agency is defined in relation to a principal. A principal appoints an agent to act on his or her behalf. In the case of corporate
governance, the principal is a shareholder in a joint stock company and the agents (that have an agency relationship with
principals) are the directors. The directors remain accountable to the principals for the stewardship of their investment in the
company. In the case of Rosh, 60% of the shares are owned by shareholders external to the Rosh family and the board has
agency responsibility to those shareholders.
Criticisms of Rosh’s CG arrangements
The corporate governance arrangements at Rosh and Company are far from ideal. Five points can be made based on the
evidence in the case.
There are several issues associated with the non-executive directors (NEDs) at Rosh. It is doubtful whether two NEDs are
enough to bring sufficient scrutiny to the executive board. Some corporate governance codes require half of the board of larger
companies to be non-executive and Rosh would clearly be in breach of such a requirement. Perhaps of equal concern, there
is significant doubt over the independence of the current NEDs as they were recruited from retired executive members of the
board and presumably have relationships with existing executives going back many years. Some corporate governance codes
(such as the UK Combined Code) specify that NEDs should not have worked for the company within the last five years. Again,
Rosh would be in breach of this provision.
Succession planning for senior positions in the company seems to be based on Rosh family membership rather than any
meritocratic approach to appointments (there doesn’t appear to be a nominations committee). Whilst this may have been
acceptable before the flotation when the Rosh family owned all of the shares, the flotation introduced an important need for
external scrutiny of this arrangement. The lack of NED independence makes this difficult.
There is a poor (very narrow) diversity of backgrounds among board members. Whilst diversity can bring increased conflict,
it is generally assumed that it can also stimulate discussion and debate that is often helpful.
There is a somewhat entrenched executive board and Mary is the first new appointment to the board in many years (and is
the first woman). Whilst experience is very important on a board, the appointment of new members, in addition to seeding
the board with talent for the future, can also bring fresh ideas and helpful scrutiny of existing policies.
There is no discussion of strategy and there is evidence of a lack of preparation of strategic notes to the board. The assumption
seems to be that the ‘best’ option is obvious and so there is no need for discussion and debate. Procedures for preparing
briefing notes on strategy for board meetings appear to be absent. Most corporate governance codes place the discussion and
setting of strategy as a high priority for boards and Rosh would be in breach of such a provision.
There is no evidence of training for Mary to facilitate her introduction into the organisation and its systems. Thorough training
of new members and ongoing professional development of existing members is an important component of good governance.
The new multipurpose gymnasium is reported to _______ within two years.
A. have completed
B. have been completed
C. having completed
D. having been completed
1 . Sometimes, very young children have trouble fact from fiction and may bevetsuch thingually exist.A) for separating B) to separate .C) having separated D) separating42 . The second book was by August 1952, but two years later, in sight.A) completed B) to have completedC) to complete D) to have been completedwas still nowhere43. Whatever the causes, English at n any other language .A) ever was B) had ever beenC) has ever been D) would ever beof the 20th century is more widely spoken and written44 .his experiment, they are wakened several times during the night and asked to report whatthey .A) had just been dreaming B) have just been dreamingC) are just dreaming D) had just dreamt45 . It is of the utmost importancet you here on time.A) be B) shall be C) are to be D) must be46. He mighve been killed the arrival of the.A) except for B) but for C) with D) for47 . These figures are not consistent the results obtained in previous experiments.A) to B) with B) for D) in48 . The animal has a brain which is nearest .A)ans size B) in size to manC) in size to mans D) to the sizean 49 . The problem of to seleA) what B) whom C) which D) howhicsor was quickly dised of.50 . Britains press is unusual it is dividedquality press and the popular press.o two very different types of newspr: theA) in how B)in what C)in which D)hat51. Some companies have.roduced flexible working time with less emphasis on prereA)n more on efficiency B)and more efficiencyC) and more on efficiency D)n efficiency52. He often sat in a small bar drinking considerable moreA) he was in good health B) his health was goodC) his good health D) was good for his health53. All the parts of this washing machine are , so them.A) normalized B)modernized C)mechanized D)standardized54. I was by their kindness and moved to tears. A)preoccupied B)embarrassed C)overwhelmed D) counselledn .t it is very convenient to replace55.any cultures people who were thought to have the ability to dreams were likely tobe highly respected.A)56. Theret B)ervene C) inherit D)impartwho this type of research deserves our praise.A)originated B) manufactured C)generated D)estimated57. All studentshis university are requested to with the regulations.A) yield B)comply C)submit D)consent58. MyA) trans has always attended to the of important business himself.ion B)stimulation C)transition D) solution59. When he appd for a in the office of the local newspmanager.r he was told to see theA) location B)profesC)career D)ition60. Human behavior is mostly a product of learning, whereas the behavior of an animal depends mainly on .A) consciousness B)impulse C) instinct D)response61. Theres a whole of bills waiting to be paid.A) s、tock B)stack C) number D) sequence62 . To be an inventor, one needs profound knowledge as well as a veryimagination.A) vivid B) bright C) living D) colorful63 . In Scotland, asat age 16.he rest of the United Kingdom , schooling begins at age 5 and endsA) compelling B) forced C) obliged D) compulsory
A. was in love for
B. have been in love with
C. fell in love with
The rocket will weigh about 200 tons when _____.
A. being completed
D. have been completed
A had been; have seen
B have been; have seen
C had been; had seen
D have been; had seen
Participants have()the Productivity Analysis Worksheet.
B. been completed
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