UJGUPP-15-M: Corporate Governance and Corporate Social Responsibility - Law Assignment Help

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Assignment Task:

Task:



Assessment Instructions
Oral Presentation – Individually recorded advice
Question

The Board of Directors (the ‘Board’) of Tilapida PLC (the ‘corporation’) approach you for initial advice on a number of issues concerning directors and their actions that have come to light over recent months.
Please advise the Board on ALL of the following facts as provided below by analysing the scenario. Consider
The status of Mr Lochmond’s actions. Is he in breach of any of his statutory duties and, if so, which one(s)? What consequences, if any, are there for his actions?
The status of Mr Fliss’ actions. Is he in breach of any of his statutory duties and, if so, which one(s)? Are there any implications for Tilapida PLC?
What, if anything, is the problem with the modern slavery statement?
Can you formulate a better modern slavery statement? Please present your ideas. What would your criteria be and what kind of information would you need, in addition, to make this statement meaningful? Draw on established examples of good practice to identify better approaches.
In your advice, draw on the following instruments and provisions (additional aspects may be raised but are not required as part of the scenario analysis – if raised, they will be marked by way of bonus):
Articles of Association (UK Model Set, SI 2008/3229, Schedule 3: public companies – the model set and its provisions apply unless otherwise indicated); and
the following provisions of the UK Companies Act 2006s 40; and
ss 171 to 177; and
s 414C et seq; and
the UK Bribery Act 2010; and
the UK Modern Slavery Act 2015.
The corporation has been looking to acquire new accounting software that is more efficient than its current systems. Tenders have gone out and have, on average, come back with prices ranging from £1.5m to £3m for full development and implementation. One of the directors, Mr Kieran Lochmond, has, without the knowledge or approval of the Board, negotatied and concluded a contract with a software company, Bitez Ltd, a fairly small start-up that has developed its own accounting software. Bitez Ltd offered the software, implementation and maintenance for an initial fee of £1.1m for the first year. Mr Lochmond believes this to be excellent value.
Article 19A of the corporation’s articles of association states:

  • ‘Any acquisition by the corporation of assets, property, software, licences, intellectual property including copyright, trademarks and patents, or other material exceeding £1m is subject to simple majority confirmation by the General Meeting.’
  • It has also come to light that Mr Lochmond’s wife, Charlotta, is the sister of the CEO of Bitez Ltd. Mr Lochmond’s wife, in support of her brother, has bought shares for both herself and her husband in Bitez Ltd. This makes both Mr and Mrs Lochmond 25.4% shareholders each in Bitez Ltd. She has also invited her brother for regular Sunday lunches at which he spoke at length and with great conviction about his company’s software and its benefits. Mr Lochmond failed to make independent enquiries.
  • Unbeknown to Mr Lochmond, Mr Alan Fliss, has also been in touch with Bitez Ltd. He has been hoping to acquire the accounting software for ‘Your accounts made simple Ltd’, a company he incorporated a few years ago and of which he is the sole director and shareholder. He never made disclosure of this company’s existence to Tilapida PLC. In the hopes of acquiring this software at a substantial discount, Mr Fliss has invited the CEO and CFO of Bitez Ltd to regular outings to his country club, his golf club and, on one occasion, the corporation’s box at a major football club. At all times, Mr Fliss insisted on paying for all costs involved, booking them under the corporation’s hospitality account.
  • As a separate matter, the Board has, as a result of some negative publicity following an NGO report into supply chain failures in which the corporation was mentioned, started investigating its supply chains more thoroughly and has found that one of its subcontractors had outsourced production to another party that had employed forced labour and some victims of human trafficking. In a bid to clean up the corporation’s image, the Board is looking to update its Modern Slavery Statement. Currently, this simply states:
  • ‘Tilapida PLC believes in its commitments to preventing any form of human rights violations. To that end, we strive to eradicate all forms of forced labour, slavery and human trafficking from our supply chains.’
  • Learning Outcomes
  • This assessment is designed to enable you to
  • research the law of a given jurisdiction, here the UK, and analyse identified provisions in light of a given scenario;
  • work with complex scenarios, identifying key issues, and applying identified law to these;
  • research and apply statutory provisions to scenarios, at times having to infer facts;
  • draw summative and persuasive conclusions based on legal analysis;
  • present arguments in a logical manner;
  • present the law in your own words rather than simply restating provisions;
  • draft a statement, based on your research, that is persuasive and meaningful.
  • Assessment Format
  • The Oral Assessment requires that you submit three pieces of work:
  • Self-recorded oral presentation; and
  • Powerpoint slides used in that presentation; and
  • A bibliography must also be submitted.
  • All university regulations relating to plagiarism and other assessment offences apply to the oral presentations.
  • All written work submitted should be word processed in 12 point font Times New Roman or Arial and double spaced. This does not apply to the presentation slides. However, it is your responsibility to ensure fonts used are clear and legible.
  • Self-recorded Presentation
  • The maximum amount of time allowed for the recorded presentation is 15 minutes. (1300 words)
  • You must use Panopto to record your presentation (
  • You must record yourself (using a webcam) and your slides.
  • You may use notes to help you throughout your presentation. However, you should not read from a pre-prepared script, nor should you simply read from your slides – doing so will affect your mark.
  • PowerPoint Slides
  • Your first slide must contain your full name, student number and module name in Arial 48 point.
  • You must include Video link to your presentation giving access to anyone with a UWE email access, in the first page of the PPT submission.
  • Bibliography
  • Your bibliography MUST be submitted in the form of a Word document and must provide details of all sources used in preparing for the oral assessment.
  • The Bibliography MUST be in OSCOLA format.

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