Concerning the Capitalization Restriction of Training Cost According to IAS 38

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工商银行招聘笔试题目大全

2009年工商银行笔试真题（回忆版）部分工行笔试题目:80道单选，涉及时事，经济，天文，地理，历史，管理，会计，金融等等，0.5分一道。

记忆比较深的：1、“老死不相往来”是谁的主张。

我选的老子。

2、对西方文官制度影响深重的中国历史上人才选拔制度。

我选的科举。

3、关于黑洞正确的是……题具体忘了，但印象中我选的似乎是黑洞的引力对周围行星分布的影响。

4、法律规定，如果加班，加班工资是正常工资滴多少倍。

5、股票发行时会有溢价，发行价由谁决定。

证监会指定的机构投资者采取集合竞价6、资产负债表反映滴是公司的财务状况，财务状况是指……资本筹集资本运营7、被踢出太阳系行星行列的是哪颗，太阳系现有几颗行星？我是应届生8、由那个方向沿着穿过子午变更线会少一天。

9、收购中，指并购完成后，并购者无法使整个企业产生经营、财务、市场份额等协同效应，这是虾米风险，营运，选错了T_T10、我国获得第一枚奥运金牌滴人。

11、谁谁谁在哪的讲话，指出今年反腐倡廉的重点是……胡锦涛指出，党的十七大强调，要以完善惩治和预防腐败体系为重点加强反腐倡廉建设。

12、一道数列题，非常简单，基本上一次差分后是个以4为公差的等差数列。

差不多全是这类的题吧。

接下来，E文部分。

5个英文的阅读理解选择题，觉得非常简单。

一道阅读问答题。

一篇英翻汉，一篇汉翻英英文那篇是关于地外文明以及一种新的研究方法，话说，请问下radio astromy应该怎么翻合适啊？汉语那篇是一个小故事，但是，默，觉得非常难把握，很有那种五四时期胡适等人写的生活小散文的味道。

最后是申论，1000字，个人认为是关于社会公平，尤其收入分配公平，破题破得很次。

难度比公务员考试小很多，出现大量往年公务员考试真题。

数列题5道（好像是），其中出现等差数列、隔项等差这种送分题应用题15道，基本上可以30s到1分钟一道，这里浪费的时间可以在后面补回来。

阅读（这个部分不怎么记得了）常识出现的真题有：资治通鉴成书于北宋年间、鱼背黑色腹部白色是因为进化保护色还有诗歌与作者对应，正确答案是陈子昂定义题大量真题，也涉及法律，但是不偏逻辑题比公务员简单，推理题基本上一到两步推理就得到答案图形逻辑题很正常，没有公务员考试那么变态排序题十分容易，是省时间的地方资料分析题需要卯起来死算的题目不多。

ACCA P5 Summary

1Introduction to strategic management accounting1.1I ntroduction to planning, control and decision making☞Strategic planning is the process of deciding on objectives of the organization, on changes in these objectives, on the resource to attain these objectives, and on the policies that are to govern the acquisition, use and disposition of these resources.☞Characteristics of strategic information⏹Long term and wide scope⏹Generally formulated in writing⏹Widely circulated广泛流传⏹Doesn’t trigger direct action, but series of lesser plans⏹Includes selection of products, purchase of non-current assets, required levels ofcompany profit☞Management control: the process by which management ensure that resources are obtained and used effectively and efficiently in the accomplishment of the organisation’s objectives. It is sometimes called tactics ad tactical planning.☞Characteristics of management accounting information⏹Short-term and non-strategic⏹Management control planning activities include preparing annual sales budget⏹Management control activities include ensuring budget targets are reached⏹Carried out in a series of routine and regular planning and comparison procedures⏹Management control information covers the whole organisation, is routinely collected,is often quantitative and commonly expressed in money terms (cash flow forecasts, variance analysis reports, staffing levels⏹Source of information likely to be endogenous内生的☞Characteristics of operational control⏹Short-term and non-strategic⏹Occurs in all aspects of an organisations activities and need for day to dayimplementation of plans⏹Often carried out at short notice⏹Information likely to have an endogenous source, to be detailed transaction data,quantitative and expressed in terms of units/hours⏹Includes customer orders and cash receipts.1.2Management accounting information for strategic planning and control☞Strategic management accounting is a form of management accounting in which emphasis is placed on information about factors which are external to the organisation, as well as non-financial and internally-generated information.⏹External orientation: competitive advantage is relative; customer determination⏹Future orientation: forward- and outward looking; concern with values.⏹Goal congruence: translates the consequences of different strategies into a commonaccounting language for comparison; relates business operations to financial performance.1.3Planning and control at strategic and operational levels☞Linking strategy and operations, if not: unrealistic plans, inconsistent goals, poor communication, inadequate performance measurement.1.3.1Strategic control systems☞Formal systems of strategic control:⏹strategy review;⏹identify milestones of performance( outline critical success factors, short-term stepstowards long-term goals, enables managers to monitor actions)⏹Set target achievement levels (targets must be reasonably precise, suggest strategiesand tactics, relative to competition)⏹Formal monitoring of the strategic process⏹Reward.☞Desired features of strategic performance measures⏹Focus on what matters in the long term⏹Identify and communicate drivers of success⏹Support organisational learning⏹Provide a basis for reward⏹Measurable; meaningful; acceptable;⏹Described by strategy and relevant to it⏹Consistently measured⏹Re-evaluated regularly1.4Benchmarking1.4.1Types of benchmarking☞Internal benchmarking: easy; no innovative or best-practice.☞Industry benchmarking:⏹Competitor benchmarking: difficult to obtain information⏹Non-competitor benchmarking: motivate☞Functional benchmarking: find new, innovative ways to create competitive advantage1.4.2Stages of benchmarking☞Set objectives and determine the area to benchmark☞Establish key performance measures.☞Select organizations to study☞Measure own and others performance☞Compare performance☞Design and implement improvement prgoramme☞Monitor improvements1.4.3Reasons for benchmarking☞Assess current strategic position☞Assess generic competitive strategy☞Spur to innovation☞Setting objectives and targets☞Cross comparisons☞Implementing change☞Identifies the process to improve☞Helps with cost reduction, or identifying areas where improvement is required☞Improves the effectiveness of operations☞Delivers services to a defined standard☞Provide early warning of competitive disadvantage1.4.4Disadvantages of benchmarking☞Implies there is one best way of doing business☞Yesterday’s solution to tomorrow’s problem☞Catching-up exercise rather than the development of anything distinctive☞Depends on accurate information about comparator companies☞Potential negative side effects of ‘what gets measured gets done’.2Performance management and control of the organization2.1Strengths and weaknesses of alternative budget models2.1.1Incremental budgeting☞Is the traditional approach to setting a budget and involves basing next year’s budget on the current year’s results plus an extra amount for estimated growth of inflation next year. ☞Strengths: easy to prepare; can be flexed to actual levels to provide more meaningful control information☞Weaknesses: does not take account of alternative options; does not look for ways of improving performance; only works if current operations are as effective, efficient and economical as they can be; encourage slack in the budget setting process.2.1.2Zero based budgeting☞Preparing a budget for each cost centre from scratch.☞Strengths:⏹Provides a budgeting and planning tool for management that responds to changes inthe business environment.⏹Requires the organization to look very closely at its cost behavior patterns, andimproves understanding of cost-behaviour patterns.⏹Should help identify inefficient or obsolete processes, and thereby also help reducecosts.⏹Results in a more efficient allocation of resources⏹Be particularly useful in not-for-profit organizations which have a focus on achievingvalue for money.☞Weaknesses:⏹Requires a lot of management time and effort⏹Requires training in the use of ZBB techniques so that these are applied properly⏹Questioning current practices and processes can be seen as threatening2.1.3Rolling budgets☞Continuously updated by adding a further period when the earliest period has expired.☞Strengths:⏹Reduce the uncertainty of budgeting for business operating in an unstableenvironment. It is easier to predict what will happen in the short-term.⏹Most suitable form of budgeting for organizations in uncertain environments, wherefuture activity levels, costs or revenues cannot be accurately foreseen.⏹Planning and control is based on a more recent plan which is likely to be morerealistic an more relevant than a fixed annual budget drawn up several months ago.⏹The process of updating the budget means that managers identify current changes( and so can respond to these changes more quickly)⏹More realistic targets provide a better basis on which to appraise managers’performance⏹Realistic budgets are likely to have a better motivational effect on managers.☞Weaknesses:⏹Require time, effort and money to prepare and keep updating. If managers spend toolong preparing/revising budgets, they will have less time to control and manage actual results⏹Managers may not see the value in the continuous updating of budgets⏹May be demotivating if targets are constantly changing⏹It may not be necessary to update budgets so regularly in a stable operatingenvironment.2.1.4Flexible budgets☞Recognizing the potential uncertainty, budgets designed to adjust costs levels according to changes in the actual levels of activity and output.☞Strengths:⏹Finding out well in advance the costs of idle time and so on if the output falls belowbudget.⏹Being able to plan for the alternative use of spare capacity if output falls short ofbudget☞Weaknesses:⏹As many errors in modern industry are fixed costs, the value of flexible budgets as aplanning tool are limited.⏹Where there is a high degree of stability, the administrative effort in flexiblebudgeting produces little extra benefit. Fixed budgets can be perfectly adequate in these circumstances.2.1.5Activity based budgeting☞Involves defining the activities that underlie the financial figures in each function and usingthe level of activity to decide how much resources should be allocated, how well it is being managed and to explain variance from budget.☞Strengths:⏹Ensures that the organisation’s overall strategy and any changes to that strategy willbe taken into account.⏹Identifies critical success factors which are activities that a business must perform wellif it is to succeed⏹Recognizes that activities drive costs; so encourages a focus on controlling andmanaging cost drivers rather than just the costs⏹Concentrate on the whole activities so that there is more likelihood of getting it rightfirst time.☞Weaknesses:⏹Requires time and effort to prepare so suited to a more complex organization withmultiple cost drivers.⏹May be difficult to identify clear individual responsibilities for activities⏹Only suitable for organization which have adopted an activity-based costing system⏹ABBs are not suitable for all organization, especially with significant proportions offixed overheads.2.1.6The future of budgeting☞Criticisms of traditional budgeting⏹Time consuming and costly⏹Major barrier to responsiveness, flexibility and change⏹Adds little value given the amount of management time required⏹Rarely strategically focused⏹Makes people feel undervalued⏹Reinforces department barriers rather than encouraging knowledge sharing⏹Based on unsupported assumptions and guesswork as opposed to sound,well-constructed performance data⏹Development and updated infrequently2.2Budgeting in not-for-profit organizations☞Special issues: the budget process inevitably has considerable influence on organizational processes, and represents the financial expression of policies resulting from politically motivated goals and objectives. The reality of life for many public sector managers is an subjected to(受---支配) growing competition.⏹Be prevented from borrowing funds⏹Prevent the transfer of funds from one budget head to another without compliancewith various rules and regulations⏹Plan one financial year.⏹Incremental budgeting and the bid system are widely used.2.3Evaluating the organisation’s move beyond budgeting2.3.1Conventional budgeting in a changing environment☞Weaknesses of traditional budgets:⏹Adds little value, requires far too much valuable management time⏹Too heavy a reliance on the ‘agreed’ budget has an adverse impact on managementbehavior, which can become dysfunctional(功能失调的) with regard to(关于) the objectives of the organization as a whole⏹The use of budgeting as a base for communicating corporate goals, is contrary to theoriginal purpose of budgeting as a financial control mechanism⏹Most budgets are not based on a rational, causal(因果关系的) model of resourceconsumption, but are often the result of protracted internal bargaining processes.⏹Conformance to budget is not seen as compatible with a drive towards continuousimprovement⏹Traditional budgeting processes have insufficient external focus.2.3.2The beyond budgeting model☞Rolling budgets focus management attention on current and likely future realities within the organizational context, it is seen as an attempt to keep ahead of change, or strictly speaking to be more in control of the response to the challenges facing the organization. ☞Benefits:⏹Creates and fosters a performance climate based on competitive success. Managerialfocus shifts from beating other managers for a slice(部分) of resources to beating the competition.⏹It motivates properly by giving them challenges, responsibilities and clear values asguidelines. Rewards are team-based⏹It empowers operational managers to act by removing resource constraints. Speedingup the response to environmental threats and enabling quick exploitation of new opportunities.⏹It devolves performance responsibilities to operational management who are closer tothe action.⏹It establishes customer-orientated teams that are accountable for profitable customeroutcomes.⏹Creates transparent and open information systems throughout the organization,provides fast, open and distributed information to facilitate control at all levels.3Business structure, IT development and other environmental and ethical issues3.1Business structure and information needs3.1.1Functional departmentation☞Information characteristics and needs: information flows vertically; functions tend to be isolated☞Implications for performance management⏹Structure is based on work specialism⏹Economies of scale⏹Does not reflect the actual business processes by which values is created⏹Hard to identify where profits and losses are made on individual products or inindividual markets⏹People do not have an understanding of how the whole business works⏹Problems of co-ordinating the work of different specialisms.3.1.2The divisional form☞Information characteristics and needs⏹Divisionalisation is the division of a business into autonomous regions⏹Communication between divisions and head office is restricted, formal and related toperformance standards⏹Headquarters management influence prices and therefore profitability when it setstransfer prices between divisions.⏹Divisionalisation is a function of organisation size, in numbers and in product-marketactivities.☞Implications for performance management⏹Divisional management should be free to use their authority to do what they think isright, but must be held accountable to head office⏹ A division must be large enough to support the quantity and quality of managementit needs⏹Each division must have a potential for growth in its own area of operations⏹There should be scope and challenge in the job for the management of the division☞Advantages:⏹Focuses the attention of subordinate(下级) management on business performanceand results⏹Management by objectives can be applied more easily⏹Gives more authority to junior managers, more senior positions⏹Tests junior managers in independent command early in their careers and at areasonably low level in the management hierarchy.⏹Provides an organisation structure which reduces the number of levels ofmanagement.☞Problems:⏹Partly insulated from shareholders and capital markets⏹The economic advantages it offers over independent organisations ‘reflectfundamental inefficiencies in capital markets’⏹The divisions are more bureaucratic than they would be as independent corporation⏹Headquarters management usurp divisional profits by management charges,cross-subsidies, unfair transfer pricing systems.⏹Sometime, it is impossible to identify completely independent products or markets⏹Divisionalisation is only possible at a fairly senior management level⏹Halfway house(中途地点)⏹Divisional performance is not directly assessed by the market⏹Conglomerate diversification3.1.3Network organisations☞Information characteristics and needs: achieve innovative response in a changingcircumstances; communication tends to be lateral(侧面的), information and advice are given rather than instructions(指令) and decisions.☞Virtual teams: share information and tasks; make joint decision; fulfil the collaborative function of a team)☞Implications for performance management⏹Staffing: shamrock organisation⏹Leasing of facilities such as IT, machinery and accommodation(住房)⏹Production itself might be outsourced⏹Interdependence of organisations☞Benefits: cost reduction; increased market penetration; experience curve effects.3.2Business process re-engineering3.2.1Business processes and the technological interdependence betweendepartments☞Pooled interdependence(联营式相互依赖): each department works independently to the others, subjects to achieve the overall goals☞Sequential interdependence(序列式相互依存): a sequence with a start and end point.Management effort is required to ensure than the transfer of resources between departments is smooth.☞Reciprocal interdependence(互惠式相互依存): a number of departments acquire inputs from and offer outputs to each other.3.2.2Key characteristics of organisations which have adopted BPR☞Work units change from functional departments to process teams, which replace the old functional structure☞Jobs change. Job enlargement and job enrichment☞People’s roles change. Make decisions relevant to the process☞Performance measures concentrate on results rather than activities.☞Organisation structures change from hierarchical to flat3.3Business integration3.3.1Mckinsey 7S model☞Hard elements of business behaviour⏹Structure: formal division of tasks; hierarchy of authority⏹Strategy: plans to outperform胜过its competitors.⏹Systems: technical systems of accounting, personnel, management information☞‘soft’ elements⏹Style: shared assumptions, ways of working, attitudes and beliefs⏹Shared values: guiding beliefs of people in the organisation as to why it exists⏹Staff: people⏹Skills: those things the organisation does well3.3.2Teamwork and empowerment☞Aspects of teams:⏹Work organisation: combine the skills of different individuals and avoid complexcommunication⏹Control: control the behaviour and performance of individuals, resolve conflict⏹Knowledge generation: generate ideas⏹Decision making: investigate new developments, evaluate new decisions☞Multi-disciplinary teams:⏹Increases workers‘ awareness of their overall objectives and targets⏹Aids co-ordination⏹Helps to generate solutions to problems, suggestions for improvements☞Changes to management accounting systems⏹Source of input information: sources of data, methods used to record data⏹Processing involved: cost/benefit calculation⏹Output required: level of detail and accuracy of output, timescales involved⏹Response required:⏹When the output is required:3.4Information needs of manufacturing and service businesses3.4.1Information needs of manufacturing businesses☞Cost behaviour:⏹Planning: standard costs, actual costs compared with⏹Decision making: estimates of future costs to assess the likely profitability of a product⏹Control: monitor total cost information☞Quality: the customer satisfaction is built into the manufacturing system and its outputs☞Time: production bottlenecks, delivery times, deadlines, machine speed☞Innovation: product development, speed to market, new process. Experience curve, economies of scale, technological improvements.☞Valuation:☞Strategic, tactical and operational information⏹Strategic: future demand estimates, new product development plans, competitoranalysis⏹Tactical: variance analysis, departmental accounts, inventory turnover⏹Operational: production reject rates, materials and labour used, inventory levels3.4.2Service businesses☞Characteristics distinguish from manufacturing:⏹Intangibility: no substance⏹Inseparability/simultaneity: created at the same time as they are consumed⏹Variability/heterogeneity异质性: problem of maintaining consistency in the standardof output⏹Perishability非持久性:⏹No transfer of ownership:☞Strategic, tactical and operational information⏹Strategic: forecast sales growth and market share, profitability, capital structure⏹Tactical: resource utilisation, customer satisfaction rating⏹Operational: staff timesheets, customer waiting time, individual customer feedback3.5Developing management accounting systems3.5.1Setting up a management accounting system☞The output required: identify the information needs of managers☞When the output is required:☞The sources of input information: the output required dictate the input made3.6Stakeholders’ goals and objectives3.6.1The stakeholder view☞Organisations are rarely controlled effectively by shareholders☞Large corporations can manipulate markets. Social responsibility☞Business receive a lot of government support☞Strategic decisions by businesses always have wider social consequences.3.6.2Stakeholder theory☞Strong stakeholder view: each stakeholder in the business has a legitimate claim on management attention. Management’s job is to balance stakeholder demands:⏹Managers who are accountable to everyone are accountable to none⏹Danger of the managers favour their own interests⏹Confuses a stakeholder’s interest in a firm with a person citizenship of a state⏹People have interest, but this does not give them rights.3.7Ethics and organisation3.7.1Short-term shareholder interest(laissez-faire自由主义stance)☞Accept a duty of obedience to the demands of the law, but would not undertake to comply with any less substantial rules of conduct.3.7.2Long-term shareholder interest (enlightened self-interest开明自利)☞The organisation’s corporate image may be enhanced by an assumption of wider responsibilities.☞The responsible exercise of corporate power may prevent a built-up of social and political pressure for legal regulation.3.7.3Multiple stakeholder obligations☞Accept the legitimacy of the expectations of stakeholders other than shareholders. It is important to take account of the views of stakeholders with interests relating to social and environmental matters.☞Shape of society: society is more important than financial and other stakeholder interests.3.7.4Ethical dilemmas☞Extortion: foreign officials have been known to threaten companies with the complete closure of their local operations unless suitable payments are made☞Bribery: payments for service to which a company is not legally entitled☞Grease money: cash payments to the right people to oil the machinery of bureaucracy.☞Gifts: are regard as an essential part of civilised negotiation.4Changing business environment and external factors4.1The changing business environment4.1.1The changing competitive environment☞Manufacturing organisations:⏹Before 1970s, domestic markets because of barriers of communication andgeographical distance, few efforts to maximise efficiency and improve management practices.⏹After 1970s, overseas competitors, global networks for acquiring raw materials anddistributing high-quality, low-priced goods.☞Service organisations:⏹Prior to the 1980s: service organisations were government-owned monopolies, wereprotected by a highly-regulated, non-competitive environment.⏹After 1980s: privatisation of government-owned monopolies and deregulation, intensecompetition, led to the requirement of cost management and management accounting information systems.☞Changing product life cycles: competitive environment, technological innovation, increasingly discriminating and sophisticated customer demands.☞Changing customer requirements: Cost efficiency, quality (TQM), time (speedier response to customer requests), innovation☞New management approaches: continuous improvement, employee empowerment; total value-chain analysis☞Advanced manufacturing technology(AMT): encompasses automatic production technology, computer-aided design and manufacturing, flexible manufacturing systems and a wide array of innovative computer equipment.4.1.2The limitation of traditional management accounting techniques in achanging environment☞Cost reporting: costs are generally on a functional basis, the things that businesses do are “process es’ that cut across functional boundaries☞Absorption costing(归纳成本计算法)☞Standard costing: ignores the impact of changing cost structures; doesn’t provide any incentive to try to reduce costs further, is inconsistent with the philosophy of continuous improvement.☞Short-term financial measures: narrowly focused☞Cost accounting methods: trace raw materials to various production stages via WIP. With JIT systems, near-zero inventories, very low batch sizes, cost accounting and recording systems are greatly simplified.☞Performance measures: product the wrong type of response☞Timing: cost of a product is substantially determined when it is being designed, however, management accountants continue to direct their efforts to the production stage.☞Controllability: only a small proportion of ‘direct costs’are genuinely controllable in the short term.☞Customers: many costs are driven by customers, but conventional cost accounting does not recognise this.☞The solution: changes are taking place in management accounting in order to meet the challenge of modern developments.4.2Risk and uncertainty4.2.1Types of risk and uncertainty☞Physical: earthquake, fire, blooding, and equipment breakdown. Climatic changes: global warming, drought;☞Economic: economic environment turn out to be wrong☞Business: lowering of entry barriers; changes in customer/supplier industries; new competitors and factors internal to the firm; management misunderstanding of core competences; volatile cash flows; uncertain returns☞Product life cycle:☞Political: nationalisation, sanctions, civil war, political instability☞Financial:4.2.2Accounting for risk☞Quantify the risk:⏹Rule of thumb methods: express a range of values from worst possible result to bestpossible result with a best estimate lying between these two extremes.⏹Basic probability theory: expresses the likelihood of a forecast result occurring⏹Dispersion or spread values with different possible outcomes: standard deviation.4.2.3Basic probability theory and expected valuesEV=ΣpxP=the probability of an outcome occurringX=the value(profit or loss) of that outcome4.2.4Risk preference☞Risk seeker: is a decision maker who is interested trying to secure the best outcomes no matter how small the chance they may occur☞Risk neutral: a decision maker is concerned with what will be the most likely outcome☞Risk averse: a decision maker acts on the assumption that the worst outcome might occur ☞Risk appetite is the amount of risk an organisation is willing to take on or is prepared to accept in pursuing its strategic objectives.4.2.5Decision rules☞Maximin decision rule: select the alternative that offers the least unattractive worst outcome. Maximise the minimum achievable profit.⏹Problems: risk-averse approach, lead to defensive and conservative, without takinginto account opportunities for maximising profits⏹Ignores the probability of each different outcome taking place☞Maximax: looking for the best outcome. Maximise the maximum achievable profit⏹It ignores probabilities;⏹It is over-optimistic☞Minimax regret rule: minimise the regret from making the wrong decision. Regret is the opportunity lost through making the wrong decision⏹Regret for any combination of action and circumstances=profit for best action in shoescircumstances – profit for the action actually chosen in those circumstances4.3Factors to consider when assessing performance4.3.1Political factors☞Government policy; government plans for divestment(剥夺)/rationalisation; quotas, tariffs, restricting investment or competition; regulate on new products.☞Government policy affecting competition: purchasing decisions; regulations and control;policies to prevent the concentration of too much market share in the hands of one or two producers4.3.2Economic environment☞Gross domestic product: grown or fallen? Affection on the demand of goods/services☞Local economic trends: businesses rationalising or expanding? Rents increasing/falling?The direction of house prices moving? Labour rates☞Inflation: too high to making a plan, uncertain of future financial returns; too low to depressing consumer demand; encouraging investment in domestic industries; high rate leading employees to demand higher money wages to compensate for a fall in the value of their wages☞Interest rates: affect consumer confidence and liquidity, demand; cost of borrowing increasing, reducing profitability;☞Exchange rates: impact on the cost of overseas imports; prices affect overseas customers ☞Government fiscal policy: increasing/decreasing demands; corporate tax policy affecting on the organisation; sales tax(VAT) affecting demand.☞Government spending:☞Business cycle: economic booming or in recession; counter-cyclical industry; the forecast state of the economic4.3.3Funding☞Reasons for being reluctant to obtain further debt finance:⏹Fear the company can’t service the debt, make the required capital and interestpayments on time⏹Can’t use the tax shield, to obtain any tax benefit from interest payments⏹Lacks the asset base to generate additional cash if needed or provide sufficientsecurity⏹Maintain access to the capital markets on good terms.4.3.4Socio-cultural factors☞Class: different social classes have different values。

王关富《商务英语阅读》(第二版)参考答案

王关富《商务英语阅读（第二版）》参考答案Unit 1Why China WorksExercises1. Answer the questions on the text:1) How does the author view the Chinese economy?It is the most important bright spot in the world economy under the global recession, the only major economy that is likely to show significant growth this year, and the only one that routinely breaks every rule in the economic textbook. 2) According to the author, why can the Chinese economy perform so well?Because of:(1) the capacity for state control by the Chinese government.(2) its rejection of exotic financial innovations that are the melting core of the global credit crisis.(3) the integration of its economic policies between traditional market tools and state control measures.3) In what way does the author imply that western economists are erroneous in their bias toward “China’s market economic system”?The United States and Europe are moving toward state control by nationalizing their banking and car industries, and imposing heavy new regulation on the financial industry.4) What is the view of Stephen Roach on the Chinese economy system?Investment is the backbone of sustainable growth in the Chinese economy, which works more effectively than other market based systems in times of economic stress.5) Why can China work in the eye of the author?It has followed a radical pragmatism focusing on a slow but steady shift toward freer markets.6) What is regarded as the strategic thinking of the Chinese leaders in market reforms?They understand even under the serious financial crisis that it can stabilize the Chinese market and economy to introduce more sophisticated forms of securitization, including stock index funds, corporate bonds and other debt products. They also realize that, in the course of doing this, they should learn from the mistakes the westerners have made.7) What is the example given to illustrate the steadiness of the Chinese leaders in their policy execution?They continue to allow the value of yuan to rise despite of the American charges and the need for export competitiveness by their own enterprises.8) What is “shock therapy”?It is the economic policy adopted in Russia from 1991 to 1992 that totally deregulated prices and lead to a runaway inflation. It proved to be all shock and no therapy.9) In what ways does the Chinese economic system work efficiently?It can get things done quickly, move in a coherent manner, and marshal its people and resources to a common target: economic growth and prosperity.11) What are the Internet and public opinion used for?For putting pressure on local officials and influencing policy decisions.2. Fill in each blank of the following sentences with one of the phrases in the list given below. Make changes when necessary.1)At a time when the need is growing for mental health services, many countries are unfortunately cutting back on itsspending.2)There is an increasing number of people out of work. But the western media often unfairly label them as lazy andreliable.3)Now that the flow of oil has been stopped by BP, the impact of all the spilled oil and natural gas is still beingmeasured.4)Once again its ability to steer economic policy will be tested against the ability to deliver on services and projectsaimed at growing the economy and jobs.5)Housing prices are incredibly high today. But he bought his house for a song about five years ago.6)As people are complaining high prices, especially those related to daily necessities, the government feels rather urgentto hold down inflation rate immediately.7)Under the new economy policy investors are invited to buy into state-owned enterprises.8)Since a serious gun shooting occurred in Arizona last week, security concerns have trickled down to all places,including residential buildings.9)Social unrest is a daily occurrence in the country nowadays. It is in the last place when it comes to investment formultinational companies.10)Efforts to ban smoking in China are so effective yet. Some chain smokers never think of quitting while many othershave battled in vain to quit.3. Match the terms in column A with the definitions in column B:A_______________________ B__________________________________1)financial innovation A) A reduction in the general availability of loans (orcredit) or a sudden tightening of the conditionsrequired to obtain a loan from the banks.72)stimulus package B) A non-bank entity or organization such asinvestment companies and mutual funds thatinvests in large quantities. 83)overheating C)A legal entity created by a government to undertakecommercial activities on its behalf. 64)stamp tax D) The trading of a corporation's stock or othersecurities (e.g. bonds or stock options) byindividuals with potential access to non-publicinformation.9E) An industry that requires large amounts of capital, machinery and equipment toproduce goods. 55)capital-intensive sector F) Generation of new and creative approaches tosecurities, money management or investing. 16)state-run firm G) An economy that is expanding so rapidly that toomuch money is chasing too few goods andeconomists fear a rise in inflation . 37)credit crisis H) tax levied on certain legal transactions such as thetransfer of a property such as building, copyright,land, patent, and securities. 48)institutional investor I) A plan or a series of measures taken by agovernment to jump-start its ailing economy,generally as a part of its fiscal policy. 210) insider trading4. Translate the following passage into Chinese.我们所面临的来自中国的真正挑战并不是他们向我们大量销售的货物，而恰恰相反，是他们正在提升的价值链。

外刊经贸知识选读复习（自考）课后习题答案

外刊经贸知识选读复习（自考）课后习题答案三、课后问题：1、What‘s the meaning of ―the pattern of China‘s foreign trade‖?―The pattern of China‘s foreign trade‖ refers chiefly(主要的) to thecommodity structure of China‘s foreign trade and her trade partnership with theworld.2、What kind of clause is introduced by ―when‖ in the sentence of the thirdparagraph, section 1? An adverbial (状语) clause or an attributive (定语)one?An attributive clause3、“Official recognit ion that foreign technology could playa major role inmodernizing the Chinese economy had caused imports to rise by more than50 per cent in 1978 placing undue strain （过度负担）on the nationaleconomy.‖(中国政府认识到，国外技术对本国经济现代化作用重大，这使1978年中国的进口额增长了50%以上，结果国民经济背上了沉重的负担。

) Why did the more than 50% rise in imports of 1978 place undue strain on C hina‘s national economy?More foreign exchanges(外汇) is required for more imports. All sections of China‘s national economy would have to work harder and better to export andearn more for the imports increased.4、What‘s ―a net grain exporter(粮食净出口国)‖? Does it mean one who hasnever done any imports?“A net grain exporter‖ should be one who has done both imports and exportsof the item, but finally exported more than imported withina period of time.5、―The strong increase in imports last year is att ributed to buoyant economicactivity as well as to the success of the Government‘s trade and foreigninvestment policies.‖(去年进口额的大大增加不仅是由于政府贸易政策与对外投资政策的成功，而且是由于趋于上升的经济。

国际资产评估准则翻译

5.1.4 Real estate investment through the ownership of securities ,or instruments securing both debt equity positions , represents an alternative to the direct ownership of property .Investors are able to own and trade shares of an interest in a property or pool of properties in the same way they would buy and sell shares of corporate stock.房地产投资通过对有价证券的所有权,或拥有同等债务地位的投资工具的保护,反映了与直接财产所有权的不同。

投资者能够拥有或者买卖一项财产或者合伙经营财产的股票所产生的利息而且用同样的方法他们可以买卖共同的股份。

5.1.4.1 The market for such securities includes both a private ,or institutional ,sector (partnerships ,corporations ,pension /superannuation funds ,and insurance companies ) and a public sector (individual investment who trade in a securities market).该类证券的市场包括私人,或机构、行业(合伙、公司、养老基金、保险、养老保险公司)和公用事业部门(个人投资在证券市场交易)。

5.1.4.2 Securitised investment instruments include real estate investment trusts(REITs)(property investment or unit trusts ), collateralized mortgage obligations (CMOs),commercial mortgage –backed securities (CMBSs),real estate operating companies (REOCs),and separate and commingled accounts.证券投资工具包括房地产投资信托公司(物业投资或者单位信托基金)、抵押担保债券(CMOs)、商业抵押证券(CMBSs)、房地产经营公司（REOCs),分离和混合账户。

Related party transactions under a contingency

J Manag Gov(2013)17:309–330DOI10.1007/s10997-011-9178-1Related party transactions under a contingency perspectiveMichele PizzoPublished online:2June2011ÓSpringer Science+Business Media,LLC.2011Abstract Related party transactions(RPTs)are transfers of resources,services or obligations between a reporting entity and a related party(IASB2009);criteria for a related party deﬁnition may signiﬁcantly differ among the various accounting and governance academic studies and regulatory principles,but they usually depend upon the ability to inﬂu-ence contractual terms and conditions.The topic has been neglected for a long time.In the literature two theories prevail:(a)conﬂict of interests,considering these dealings as potentially harmful and carried out in the interest of directors;(b)efﬁcient transaction hypothesis,describing them as sound economic exchanges.The paper examines both theories critically through a deductive approach,and also on the basis of their economic rationale.Then,a contingency perspective is suggested,underling how the effectiveness and the efﬁciency of the proposed solutions are strictly correlated to organizational con-texts,institutional environments and governance practices.The study is largely based on a literature review and has different purposes:(a)to shed light on a topic, that,despite its potential impact,has not yet deserved great attention in governance studies;(b)to stress possible inconsistencies in the above mentioned theories,both, to some extent,ideologically biased and unable to offer a proper picture of these heterogeneous dealings;(c)to suggest a more balanced and pragmatic approach, less inﬂu-enced by a suspicious attitude(typical of the conﬂict of interests theory), possibly more consistent with their economic rationale(as suggested by the efﬁcient transactions hypothesis)as well as social fac-tors and governance practices. Keywords Related party transactionsÁContingency theoryM.Pizzo(&)Seconda Universita`di Napoli,Naples,Italye-mail:michele.pizzo@unina2.it310M.Pizzo 1IntroductionRelated party transactions are transfers of resources,services or obligations between a reporting entity and a related party(IASB2009);criteria for a related party deﬁnition may signiﬁcantly differ among the various accounting and governance academic studies and regulatory principles,but they largely make reference to the ability to inﬂuence the dealings’terms and conditions.Until recent scandals related party transactions did not receive in-depth analyses; academic research mainly focused on different issues and limited attention was paid by regulators and overseers too.Accounting was mainly concerned with potentially biasedﬁnancialﬁgures;not being carried out at arm’s length,they might diverge from market prices(Mason1979;Brown1980;Goodman and Lorensen1985). Meanwhile,in governance studies and codes topics such as board composition and independence,audit committee,directors’remuneration,etc.,largely prevailed.As a consequence,in Europe,until2002–2003(and sometimes even afterwards) the topic was largely ignored.In the various European codes and reports on governance,references to related party transactions were lacking,1and—as a matter of fact—theﬁnancial disclosure was the only instrument facing both accounting and governance issues.2However,Enron,Adelphia and Parmalat3crises shed light on the inherent risks, as related party transactions emerged as a powerful instrument ofﬁnancial frauds, shareholders’expropriation,etc.,turning the veil from the many relevant loopholes affecting existing requirements.Such a discovery has obliged regulators and standard setters to strengthen current rules and principles and/or introduce new bans and requirements.A clear shift towards better and more detailed disclosure and the implementation of monitoring procedures(i.e.board approval,independent directors’involvement,external qualiﬁed opinions)can be easily observed(i.e.O.E.C.D.2004)and considered an effective strategy(Djankov et al.2005).Not surprisingly,related party transactions are now explicitly mentioned and disciplined in most of the recent rules or codes.41In France,a general disclosure requirement could be found as well as shareholders approval,while it was limited to transactions of particular importance in Spain.In other cases,approval by the board of directors was required,and disclosure limited to transactions not approved by the board(Italy).In Germany,operations not carried out at normal market conditions were prohibited for both Management and Supervisory ter on,these conditions were smoothed and only compliance with normal industry standards,including advance approval by the Supervisory Board,was required.2In actual fact,the information required was both a proxy of potential accounting bias ad a tool for monitoring purposes.Disclosure requirements are still common in countries with larger and more successfulﬁnancial market,conﬁrming their utility.3See Melis(2005).4Moreover,the implementation of Directive2006/46will probably contribute to greater harmonization. The expected changes will probably focus on:(a)the reference to IAS24for‘‘related party’’deﬁnition;(b)a more detailed disclosure(amount,nature and any other information that might by necessary);(c)scope limited only to relevant transactions not carried out at normal market conditions(market conditions are not however limited to the price but embraces also the economic reasons supporting the dealing).However,such a process is still on-going and its impact cannot yet be properly examined.Related party transactions311 However,despite growing attention,the discipline is still a patchwork with many inconsistencies and loopholes.5Sometimes—as in Germany—it is still part of the conﬂict of interests discipline.Contemporarily,the substantial anecdotal evidence,provided also by scandals like Enron etc.,increased the suspicious attitude and the negative common perceptions,generally accompanying these operations,that became more widely and profoundly accepted.In the literature two theories prevail:(a)conﬂict of interests.These dealings are considered as potentially harmful and carried out in the interest of directors;(b)efﬁcient transaction hypothesis,considering them as sound economic exchanges (Gordon et al.2004a,b).Review of the literature and the regulatory framework does not provide a clear and deﬁnite picture,but it supports many shades of opinion and reveals both theoretical and operational open issues,deserving further and more detailed analysis.This paper carries out a critical survey of the literature on the issue and attempts to examine the economic rationale behind related party transactions(hereinafter ‘‘RPTs’’).Upon these premises and also according to their consistency with prevailing social conditions and the corresponding governance models,some possible solutions are discussed and supported.The study,with a deductive methodology,is largely based on a literature review and has different purposes:–to shed light on a topic,that,regardless of its relevance,does not play a signiﬁcant role in governance studies;–to stress possible inconsistencies in the above mentioned theories,both,to some extent,ideologically biased and unable to offer a proper picture of these dealings;–to suggest a more balanced and pragmatic approach,less inﬂuenced by a suspicious attitude(typical of the conﬂict of interests theory),possibly more consistent with their economic rationale(as suggested by the efﬁcient transactions hypothesis)as well as social factors and governance models.The remainder of the paper is organized as follows.Through a review of the academic literature,Sects.2,3and4carry out a critical analysis of both the conﬂict of interests and the efﬁcient transactions hypothesis.Section5introduces a different conceptual framework,stressing the role that a contingency perspective might play in order to draw a clearer picture of RPTs’issue.Sections6and7describe how the adoption of such a more pragmatic approach could increase the effectiveness and the efﬁciency of RPTs regulations.Section8concludes with a summary of the basic results and a discussion of potential implications for researchers,standard setters and regulators.5A deﬁnition of related party transactions is often lacking,and when present is not comparable. Disclosure requirements,instead,are still largely prevalent,but national legislation and domestic rules signiﬁcantly differ between countries.Finally,monitoring procedures are extremely fragmented.312M.Pizzo 2Related party transactions as conﬂict of interests:literature reviewThe topic has always been studied in the literature according to two different theories:(a)conﬂict of interests;(b)efﬁcient transaction hypothesis.According to the former,related party transactions may imply moral hazard and may be carried out in the interest of directors in order to expropriate wealth from shareholders.By contrast,the latter considers these dealings as sound business exchanges fulﬁlling economic needs of theﬁrm.Academic research consistent with the former approach has thrown light on the drawbacks associated with related party transactions:(a)weakening corporate governance.Related party transactions may underminenon-executive directors functions,turning them into afﬁliated or‘‘grey’’directors,classiﬁed as non-independent outside(Denis and Sarin1999;Klein 2002;Vicknair et al.1993;Weisbach1988),closer to dependent directors.Furthermore,weaker corporate governance makes these transactions more likely to occur,while board independence and their lower probability are positively associated(Kohlbeck and Mayhew2004;Gordon et al.2004a,b);(b)earnings management(i.e.‘‘a purposeful intervention in the externalﬁnancialreporting process,with the intent of obtaining some private gain’’;Schipper 1989).Directors have incentives to manage earnings to increase or legitimate their perquisites or to hide such wealth expropriation.Related party transactions may turn out to be a useful tool for managing earnings(Jian and Wong2008;Aharony et al.2005),operating results and achieving ROE or other targets(i.e.avoiding delisting,new equity issue placement)(Jian and Wong2003;Ming and Wong2003);(c)tunneling,i.e.wealth transfers out of a company for the beneﬁt of shareholderswith a controlling interest(Johnson et al.2000).A company may pay a related party transaction above market prices or pay market prices for goods or services of inferior quality.6Such a phenomenon does not necessarily imply opportunistic behaviour,but may be due to an overconﬁdent approach or biased judgement(for instance,overestimating one’s relatives,Ryngaert and Thomas2007).Transfer of assets and proﬁts,although common in developed countries,becomes more relevant and frequent in emerging economies where external markets are inadequate or corporate governance rules are lacking and, presumably,less effective(Jian and Wong2004;Jiang et al.2005);(d)employment of relatives in familyﬁrms.A director can be appointed orpromoted owing to his family inﬂuence over the company;(e)misleading statement.Many studies provide evidence of their role in manyﬁnancial crises(Swartz and Watkins2003;Tague2004)and in the achievement of speciﬁc aims(Erickson et al.2000).Moreover,apart from 6Relations between ownership structure and tunneling has been examined by Lemmon and Lins(2003); Bertrand et al.(2000)and Bae et al.(2002);Jiang et al.(2005).Related party transactions313 these cases,these transactions are generally regarded as less reliable than arm’s length ones.Because of these factors,related party transactions may be associated with abnormal stock returns(Cheung et al.2006),ﬁrms’poor performances(Chen and Chien2004)or lower value(Gordon et al.2004a,b;Jian and Wong2004).7 The previous circumstances support the idea that these transactions represent a conﬂict of interest(conﬂict of interest hypothesis)and that they are inconsistent with shareholder wealth maximization(Emshwiller2003).To this extent,such a view encompasses agency issues and is consistent with an agency prospective(Berle and Means1932;Jensen and Meckling1976)where owners face moral hazard(lack of effort or misuse of company resources)and adverse selection by the CEO (misrepresentation of ability).Thus,risk sharing policies,monitoring,information systems are adopted and,in particular,mechanisms like CEO compensation and board structure are suggested.Once framed in such a context,related party transactions may imply the misuse ofﬁrm resources(moral hazard)and the misrepresentation of private information(adverse selection)too:their potential harm in eluding alignment mechanisms,like CEO compensation and board composition,is increasingly perceived.Moreover,the potential bias inﬁnancial statements,with a negative impact on their reliability and relevance,introduces further uncertainty and weakens the effectiveness of contracts aiming at reducing agency conﬂicts.In particular,according to agency theory(Fama1980;Fama and Jensen1983)an optimal board composition requires both executive members as well as external (non-executive)directors,thus monitoring becomes even more crucial when non-executive directors are involved(Gordon et al.2004a,b).Not surprisingly,theseﬁndings contributed in deﬁnitely shifting opinion in favour of the view that related party transactions represent conﬂict of interests, compromising directors’independence and monitoring functions,potentially serving deceptive and fraudulent purposes.Indeed this idea,has always largely prevailed,but corporate collapses and,to some extent,literature provided ultimate evidence of possible abuses and,moreover,a difﬁcult point to challenge.The risks of harm to company shareholders through self-interested decisions by directors,spoiling corporate wealth,are often stressed in business press and in regulators’positions,thereby favouring widespread acceptance of the prevailingly negative meaning of the term.The ability to inﬂuence the counterpart even in contrast with its own interests,the departure from terms applied in relationships with third parties and,last but not least,the potential wealth transfers are often recalled by S.E.C.and F.A.S.B.(F.A.S.57).The following quotation from the2008CONSOB8draft on related party transactions enlightens as to the cautions and adverse approach lying behind the suggested changes:‘‘In general,…,the existence of companies’interest in carrying 7Equity investors discount equity prices in order to account for potential agency issues(Claeessens and Fan2002)and related party transactions have a clear agency impact.8Italian Stock Exchange Commission.314M.Pizzo out related party transaction cannot be a priori excluded.In a few cases,they may be seen as efﬁcient transactions…’’.9Their economic soundness is not,in principle,rejected,but is clearly limited to few cases,and even then the asymmetrical information among insiders and outsiders leads to stricter regulation.Indeed,deﬁnitions like‘‘accounting mineﬁelds’’(Sherman and Young2001) clearly express the general mood.Not surprisingly,growing concern for abuses,lack of information symmetry, negative inﬂuence on directors’independence and integrity and weakening of monitoring functions is warranted among overseers and standard setters.In actual fact,newly introduced rules or principles,aimed at improving disclosure and implementing more effective monitoring procedures,represent a clear attempt to balance the above-mentioned risks and perceptions.Speciﬁcally,solutions enhancing conﬂict of interest provisions,such as:–monitoring procedures like board approval,independent directors involvement, audit committee evaluation,external independent opinion,assembly approval;–increasing disclosure concerning subjects,type of transactions,amount,terms and conditions,alignment with market conditions,etc.In fact,investors can analyse the possible expropriation and weight it in order to discount equity prices(Barth1994;Wilkins and Zimmer1983;Harris and Ohlson1987;Sami and Schwartz1992);–ban on some operations(i.e.employment-loans,prohibited by Sox in2002.Gain wide support and seem unavoidable measures to cope with the perceived risks.At the same time,the consistency of the above-mentioned measures with agency theory principles,that suggests monitoring,incentive alignment and control of managers to minimize the agency problems(Tosi2008),can be easily perceived.However,costs of monitoring and of reporting complexity increase sharply because of the former measures and they add on the potential economic costs associated with related party transactions(due to wealth transfers,earnings management,etc.)as well as the associated opportunity costs(often widely neglected).The overall resulting negative impact on performance can be legitimately presumed and could improperly represent a cage for this sort of transaction,to which recourse may be limited.3The conﬂict of interests theory:a critical perspectiveThe conﬂict of interests theory seems probably more sensitive to social needs,such as minority protection and capital market fairness and efﬁciency.Not surprisingly, its solutions are coherent with the growing concern for these dealings and the political climate around the issue.It could be argued that,to some extent,this perspective offers a‘‘political excuse’’to legitimate more binding,disclosure and monitoring requirements.9Courtesy translation and emphasis added,par.10.Related party transactions315 However,this approach is weakened by signiﬁcant drawbacks or loopholes,some of which are hereinafter brieﬂy examined and that are mainly related to conﬂicting empirical evidence and its inability to reﬂect the actual economic rationale behind these dealings.(a)Empirical evidenceEmpirical evidence neither always nor consistently accomplishes the expected outcomes.As previously seen,the literature supports contradictory conclusions too and gradually reveals,instead of a black and white picture,a multicoloured portrait, introducing distinctions and warnings which call for speciﬁc treatment.The idea that related party transactions are not all the same and only some categories may be considered harmful is slowly emerging:–the assumption that their presence might elevate the risk of fraud has not found supporting evidence(Bell and Carcello200010);–ex-ante transactions(i.e.carried out before listing or the acquisition/merger making both parties related)and Q ratios and operating performance are not inversely related,while ex-post ones play a negative inﬂuence onﬁrm value and performance and are associated with the likelihood of enteringﬁnancial distress or de-listing(Ryngaert and Thomas2007);–ﬁxed-rate loans from related parties are positively related with earnings management,but no evidence can be provided for other dealings,thereby supporting the overall conclusion that related party transactions do not necessarily imply earnings management(Gordon and Henry2005);–complex dealings or transactions with investments are positively related as far as both excess compensation and future shareholders’returns are concerned,but simple transactions(apart,however,from loans to related parties)may be negatively associated with future returns(Kohlbeck and Mayhew2004).Moreover,loans at below market rates let low-ownership directors increase their shares,aligning their interests with those of shareholders and,therefore, reducing agency conﬂict(Shastri and Kahle2004).It is therefore clear that empirical evidence does not always support the conﬂict of interests theory premises,while legitimates the assumption that related party transactions can pursue fair and economically sound business purposes,as hereinafter described.(b)Related party transactions and their economic rationaleThe economic features of many related party transactions do not consistently fall within the tight boundaries of conﬂict of interests theory and can even struggle with it.–tunneling does not necessarily imply the opportunistic wealth expropria-tion pursued by directors and/or controlling shareholder.It might be part ofa tax strategy aimed at reducing the overall effective tax rate of MNE or 10The authors compared companies committing or not committing fraud and did notﬁnd any statistically signiﬁcant difference in related party transactions between them.316M.Pizzo shareholders;for instance,interest deductions on intra group loans fromtax haven countries or costs charged to companies located in jurisdictionswith higher tax income rates(usually through licensing of intangibleproperty,SPE,sale of goods and services)shift income,raising concernamong tax authorities,but can be classiﬁed as neither self-interesteddecisions by directors nor necessarily harmful to minority shareholders;–a controlling shareholder may use private funds to temporarily support a company inﬁnancial distress in order to save it from bankruptcy.This sortof tunneling,known as‘‘propping’’in literature(Friedman et al.2003),isaimed at reviving theﬁrm and preserving controlling shareholder optionsto expropriate(tunneling)in the future and receive their share of proﬁts.Propping that is positively related to pyramidal structures(Friedman et al.2003),and is often associated with tunneling(Riyanto and Toolsema2004),is beneﬁcial to minority interests,acting as a sort of insurance forthem.An underlying implicit assumption behind conﬂict of interests theory is that related party transactions could have been carried out with a third party at arm’s length conditions,that is in a market exchange.The inﬂuence of neo-classic economic paradigms is clear.Once assumed that an efﬁcient market exists,where rational players may exchange their production and exploit the best available conditions,internal dealings must be regarded with suspicion;their economic rationale as well as their conditions are inevitably questioned.Unfortunately,this approach is mainly theoretical and conﬂicts with the actual business world.A market may not exist(technical,logistic,economic or political restraints or limitations do not allow for recourse to it or make the choice a deception),or it can be intentionally left apart as exchanges within the network established with related companies or the group itself may be more convenient,because they reduce transaction costs or offer new opportunities.Joint ventures among companies with different,interdependent skills may favour innovative products(or processes)or,by adopting a cost-cutting strategy,retain proﬁtability:for instance,in order to face sharp fuel price increases,partners may smooth competition practices among them,combine their production process and offer a common service or product through a joint venture.The transactions among the joint venture and its partners are consistent with a sound business strategy and represent a main goal of the new entity;they create an internal market where better business conditions or opportunities are available.One outstanding example could be offered by Macquarie Group Ltd,an Australianﬁnancial institution,well-known for privatization and securitization of public infrastructure(toll roads,airports,ports,water utilities,etc.).Investment funds grant theﬁnancial support for its investments;speciﬁcally,assets are grouped according to their nature or location and placed in a single fund that can be private or public traded.Macquarie manages the different funds,receiving fees for asset management, performance bonus and,in the event of listing,underwriting fees too.It is quite clearRelated party transactions317 that funds are projected,created and managed in order to be the arms of Macquarie Group Ltd.Does an alternative market for these funds exist(for instance,for a Korean fund)? Even so,investors opted for Macquarie.Legitimate concern for external investor protection11cannot question the economic soundness of these dealings.This business model is common to other competitors too,and criticism coming from the market made a growing number of these funds remain private rather than being listed.The examples provided and the above-mentioned studies clearly suggest that these dealings may also reﬂect,to a large extent,a sound business policy and be carried out in the best interests of the companies involved.4The efﬁcient transaction hypothesis:literature review and critical analysis In contrast with the previous approach,the efﬁcient transaction hypothesis assumes that related party transactions represent sound business exchanges,efﬁciently fulﬁlling underlying economic needs of theﬁrm.Therefore,they do not harm the interests of shareholders and emerge as an efﬁcient contracting arrangement where incomplete information there is.Moreover, possible beneﬁts may be:–contracting parties’representatives appointed as board members facilitate the achievement of better coordination of the different activities,quicker feed back or more insights;–deeper reciprocal knowledge as well as greater familiarity can justify transactions that are not feasible at arm’s length or create more convenient terms and conditions for both parties;–hold up problem may be mitigated;–these transactions may also supplement CEO and director cash remuneration or compensate them for increased risk.The view of related party transactions representing internal dealings,alternative to contractual or market exchanges,able to reduce transactions costs and overcome difﬁculties impairing production is consistent with the transaction cost theory (Coase1937;Williamson1985)and supporting evidence has been provided by many studies(Fan and Goyal2006).In particular,in institutional contexts without efﬁcient capital,labour and product markets,like many developing economies,information and agency problems,as well as market imperfections,increase risks associated withﬁrm activity,while group structures and internal dealings may provide a better allocation ofﬁnancial resources,economies of scale,easier access toﬁnance,more opportunities, increased inﬂuence,etc.11The company says that fees are benchmarked to the market or subject to external review and that fund management is autonomous.318M.Pizzo Therefore,internal capital markets may be created with beneﬁcial effects for the entire group when external funds are scarce and uncertain(Khanna and Palepu 1997);scale and scope of the groups permit difﬁculties impairing production in emerging countries to be overcome and make investment in these regions more likely and proﬁtable(Fisman and Khanna2004);sharing technological skills and advertising,associated with available groupﬁnancial resources,contributes to proﬁtability,supplementing inefﬁcient capital markets and reducing transaction costs(Chang and Hong2000;Moscariello2007).Nevertheless,evidence is not yet decisive(Khanna and Palepu2000)and the possibility of wealth transfers through internal dealings(Chang and Hong2000)is not excluded.Moreover,agency issues still play a role in shaping beneﬁts and costs of group afﬁliation and related problems reduce the beneﬁcial effects deriving from internal markets(Claeessens and Fan2002;Claessens,et al.2006).Unfortunately,the efﬁcient transaction approach does not seem a persuading alternative to the conﬂict of interests theory.Empirical evidence is not always supportive of its premises and,indeed,the idea that related party transactions always satisfy economic needs might be quite naı¨ve.Risks associated with these dealings,although only potential and not common to all the cases,can be neither ignored nor neglected.They may always represent a harm for shareholders and undermine conﬁdence in the capital market.Not surprisingly,the rules affecting related party transactions disclosure and monitoring have been largely inﬂuenced by the conﬂict of interests theory and the agency perspective,that provided some solutions to this risk,while the efﬁcient transaction approach has been of very little inﬂuence.5RPTs under a contingency perspective:some preliminary guidelinesBoth the above-mentioned research methodologies are affected by inconsistencies or deﬁciencies and,in providing almost diametrically opposite interpretations,they are unable to cope with different kinds of possible cases.Indeed,both schemes are methodologically biased.The possibility that the examined theories(conﬂict of interests and efﬁcient transaction hypothesis)could coexist is never taken into account.Transactions between related parties are abstractly analyzed through one of the theoretical framework,without making any reference to speciﬁc organization or institutional contexts that might affect the nature of similar operations.Consequently,they classify related party transactions only according to some of their features(risks in the former approach,beneﬁts in the latter),pointing out regulatory implications that result inevitably unbalanced as stressing just one side of the coin.Moreover,the article published so far on RPTs rarely consider possible complementarities or conﬂicts between corporate governance practices,so threat-ening the effectiveness and the efﬁciency of RPTs rules.As a matter of fact,in adopting a deductive approach,they simply set a range with increasing disclosure and monitoring requirements at one end and a substantial business freedom at the opposite end.The difference is not only theoretical but。

（关于外国投资者并购境内企业的规定）1

Certain Recent Entrepreneurial Responses to China’s Mergers &Acquisitions RulesArticle Contributed by:Simon Luk, Winston & Strawn LLPUntil the arrival of the worldwide financial crisis in late 2008, private equity in the People’s Republic of China (PRC) grew tremendously in recent years. The growth was spurred by offshore funds seeking to take advantage of the entrepreneurial talents of the private Chinese business community and Chinese entrepreneurs who wished to access foreign capital markets and re-invest in China under the more favorable guise of a foreign entity.The PRC regulatory authorities, including the Ministry of Commerce (MOFCOM) and the State Administration of Foreign Exchange (SAFE) became concerned about the loss of tax revenue, control of sensitive assets by offshore persons, and the redomiciling of assets, and decided to tighten regulatory controls on PRC entrepreneurs, and the venture capital and private equity community. Consequently, the PRC government issued stricter regulations imposing approval requirements on foreign investments, including the Provisions on the Merger and Acquisition of Domestic Enterprises by Foreign Investors (关于外国投资者并购境内企业的规定)1, generally known as the PRC M&A Rules (the Rules) and several related regulations and guidelines.As a result, the once-prevalent “round trip” investment, which involved an offshore company owning a domestic business on mainland China, was largely curtailed. Chinese entrepreneurs and their advisors, in turn, responded to this increased regulatory oversight by employing certain investment vehicles aimed at avoiding the harsher effects of the new government rules, including structures popularly known as the “slow walk” arrangement and the “variable interest entity.” Both structures have triggered some debate among Chinese lawyers2 and entail some degree of risk for those who have resorted to them, as the following analysis will articulate.The 2006 PRC M&A RulesIt has been more than two years since MOFCOM, along with five other ministries—the State-owned Assets Supervision and Administration Commission of the State Council, State Administration of Taxation, State Administration for Industry and Commerce, China Securities Regulatory Commission, and SAFE—jointly issued the Rules. The Rules became effective on 8 September 2006. In brief, the Rules provide that if a Chinese domestic company merges with an offshore company established by the Chinese resident who controls such domestic company before the merger, an application must be made to MOFCOM for approval.One of the principal reasons for the implementation of the Rules was in response to the use of round-trip investment structures used by Chinese domestic businesses to take advantage of tax and other incentives that the PRC government has granted to non-Chinese businesses to stimulate foreign investment. In a round-trip investment structure, a Chinese entrepreneur would acquire his own domestic assets or businesses through a special purpose vehicle incorporated outside of China. By incorporating an offshore company and structuring it to own a Chinese domestic business, the Chinese entrepreneur could turn domestic assets and businesses into foreign-owned assets and businesses, entitling the entrepreneur to tax benefits available only to foreign investors. Although tax benefits were less of a motivating factor with the unification of the domestic and foreign tax law regimes, an important advantage of round-trip investment for Chinese entrepreneurs was that any subsequent change of ownership of an offshore holding company would no longer be subject to the approval of the Chinese authorities. Therefore, an offshore holding structure or “red-chip redomicile” provided more flexibility for Chinese entrepreneurs looking to attract foreign investment, since Chinese regulatory approval would not be necessary before an investment in, or purchase of, an offshore holding company. Foreign investors are generally more comfortable with investing in an offshore company incorporated in a tax haven because of the safety and flexibility such jurisdictions offer.© Bloomberg Finance L.P. 2009. Originally published by Bloomberg Finance L.P. Reprinted by permission.The Rules expressly require that parties to a merger or acquisition transaction involving Chinese companies and assets specify if the parties are associated with each other. If there are two parties that have the same de facto controller, the relevant parties must disclose the identity of the de facto controller to the approving authority and specify (1) the purposes of the transaction; and (2) whether the relevant valuation of the subject matter of the transaction represents a fair market value. The parties are prohibited to avoid this requirement by way of trust, nominee holding or other method. Since the enactment of the Rules, round-trip investment activities have been significantly curbed due to the difficulty in obtaining approvals. Accordingly, Chinese entrepreneurs and foreign investors have responded in a number of ingenious ways.Market Responses to the RulesIn response to the Rules, some Chinese and foreign market participants have devised new transactional structures aimed at avoiding the reporting requirements. Of particular interest are the “slow walk” arrangement (SWA) and the variable interest entity structure (VIE structure).“Slow Walk” Arrangement: Under a SWA, the owner of a PRC domestic business converts the domestic business to a foreign invested enterprise, usually a wholly foreign-owned enterprise, by selling the business to a special purpose vehicle owned by a third party. The special purpose vehicle is usually established in the British Virgin Islands or in Hong Kong. See Diagram I.Diagram IThe original owner (OO) is invariably the chief executive officer and chairman of a Chinese domestic enterprise before the sale to the special purpose vehicle. Because the OO is deemed key to the business, it is essential for the third party or the new owner to retain the service of the OO for the continued development of the business. As such, the new owner will enter into an earn-in agreement with the OO. Under the earn-in agreement, the new owner will, subject to satisfaction of certain conditions, grant a call option to the OO to purchase a controlling interest, usually over 50 percent, in the special purpose vehicle or its holding company which holds the original domestic business, over a period of time and in stages. The exercise price of the option is generally low, and very often the same as the par value of the shares.The conditions under which the call option may be exercised are usually linked to the entry of a binding employment agreement by the OO and/or attainment of certain profit levels by the group. In general, complying with the conditions will not be difficult. The option will have an exercise period similar to the term of the employment agreement with the OO. Such period may extend to as long as five years. Over such prolonged period, the OO will exercise the call option to require the new owner to gradually transfer the ownership of the business back to the OO. This is where the name “slow walk arrangement” originates. To secure the interest of the OO, the shares subject to the call option may be placed with a custodian upon signing of the earn-in agreement. This arrangement is structured as an incentive program for the key personnel. Therefore, in the application to the relevant Chinese authority to convert the domestic Chinese enterprise to a foreign invested enterprise, the OO is not regarded as being associated with the acquisition of the special purpose vehicle or the new owner. Some Chinese lawyers have taken the position that this arrangement will not be classified as a round-trip investment.It appears that no transaction adopting the SWA structure has ever been submitted to the Chinese authorities for clearance and no guidelines or rulings in respect of the SWA have been issued. Hence, the SWA does not seem to have been tested with the Chinese authorities. Because the Rules are worded very broadly and generally, the SWA may be deemed by MOFCOM as an arrangement made to avoid the application of the Rules.Besides the regulatory risk, the SWA is not hassle-free. With the controlling interest of the business held by a third party for a prolonged period, there is no guarantee that there will not be any disputes between the new owner and the OO over the direction, timing and valuation of fund raising exercises involving the business. As an example, the new owner’s compensation for participating in the SWA may be tied to a successful going public transaction, often accomplished via a reverse takeover of a listed shell company in the US over-the counter market. Particularly in light of the continuing financial crisis, the new owner may be motivated to complete a reverse takeover at the current low valuation over the objections of the OO, who would want to wait for a higher valuation. Disputes and lawsuits over the legality of the SWA may result. This may also pose potential management instability, which endangers the development of the business. The SWA has been described in SEC filings for a number of Chinese businesses that have raised funds outside China.Variable Interest Entity Structure: The VIE structure was in use even before the Rules became effective. It has been and still is widely used in businesses involving internet portals and other media related media in China, which prohibits direct ownership of such businesses by foreigners. Examples include Sina Corporation, Baidu, Inc. and Inc. See Diagram II.Diagram IIUnder a VIE structure, a domestic Chinese business is controlled, through various contractual arrangements, by a special purpose vehicle or an offshore entity. The OO of the domestic Chinese business becomes the beneficial owner by forming an offshore special purpose vehicle and simultaneously entering into a sale and purchase agreement with a Chinese resident for the sale of the domestic Chinese business. The Chinese resident would then sell the interest in the domestic Chinese enterprise to an independent third party, who must be a Chinese resident and would then become the legal owner. At the same time, the OO will enter into various contractual arrangements with the legal owner, which will normally include a technical service or support agreement to pay all or nearly all of the profits of the domestic Chinese enterprise in the form of service or support fees to the special purposes vehicle. As security for this arrangement, a loan agreement, share pledge and an option agreement will be prepared and executed. Under the loan agreement, the OO will advance to the legal owner sufficient funds to acquire the domestic enterprise from the OO. In return the legal owner will pledge the equity interest of the domestic Chinese enterprise in favor of the OO. The legal owner will also grant an option to the OO or its offshore vehicle to acquire the interest in the domestic Chinese enterprise. Under the contractual arrangements, the offshore entity will have all or nearly all of the profits and de facto control over the domestic Chinese enterprise for the benefit of the shareholders of the special purpose vehicle, which will include institutional investors.There is no need to make an application to MOFCOM for approval because a VIE structure only involves a transfer of the shares in a domestic Chinese enterprise between Chinese residents and there is no round-trip investment. The issue of round-trip investment is thereby avoided, at least formally. As with the SWA, there is no certainty that the VIE structure comports with the Rules. Also, the VIE structure suffers from the inability to transfer the assets and liabilities of the Chinese domestic enterprise to the special purpose vehicle, which will make listing in a foreign market difficult if not impossible. Finally, under international and U.S. generally accepted accounting principles, profits of the domestic Chinese enterprise are not included in profits of the special purpose vehicle unless the special purpose vehicle can demonstrate that it controls the Chinese enterprise through management or otherwise3.Despite these drawbacks, the VIE structure has been used in a number of recent fund raisings for expansion capital by Chinese companies seeking a listing or already listed in the U.S. The responses from institutional investors were encouraging until the arrival of the recent financialcrisis. The VIE structure has been used by Chinese companies engaged in all industries, including software, traditional industrial manufacturing, and natural resources mining.The Chinese government is keeping a close eye on the development of its economy, especially in the aftermath of the global financial crisis, to maintain a strict control regime. The Rules are an indication of its determination to assert control over what they regard as domestic Chinese assets. The Chinese government may impose tighter control over M&A activities involving Chinese entrepreneurs in order to preserve stability in both its foreign exchange policy and national capital account. Investors investing or planning to invest in structures similar to the ones described above should take into account the regulatory risks involved.Simon Luk, a partner in the firm’s Hong Kong office, is chairman of Winston & Strawn’s Asia practice. His practice focuses on international corporate securities. Mr. Luk represents multinational corporations in cross-border mergers and acquisitions, U.S. capital market fund raising, compliance with regulations of the Securities and Exchange Commission, and the acquisition of assets and brand names. Mr. Luk serves as honorary legal adviser to the Chamber of Listed Hong Kong Companies, the Hong Kong Electronics Association, the Toy Manufacturers Association of Hong Kong, the Hong Kong Electrical Appliances Manufacturers Association, the Hong Kong Young Industrialists Council, the Monte Jade Science and Technology Association of Hong Kong, the Hong Kong Brands Protection Alliance, and the Hong Kong Shandong Business Association.Email:****************.The views expressed herein are the author’s own and do not represent those of Bloomberg Finance L.P.1AvailableinSimplifiedChinese.See,forexample:/fortune/2006-08/10/content_4944032.htm.2There is no unified view as to the viability of such methods. For example, in his book titled “Venture Capital & Private Equity in China” (2008) published by Law Press China, Joseph Chan said on page 809 that “[a] literal reading of the definition of “mergers and acquisitions” under the [Rules] would appear to exclude from its scope of application certain contractual relationships that are commonly seen in venture investments in the restricted or prohibited sectors in China. Such contractual relationships are often referred to as the “Sina model” contracts…While there is no consensus yet on the applicability of the M&A Regulations to the Sina model contracts among industry players…It is unclear whether MOFCOM will broaden the scope of the M&A Regulations to cover the varied forms of the Sina model contracts.”3“Consolidation of Variable Interest Entities” - Financial Accounting Standards Board Interpretation No. 46R.。

立法文件的特定词语及翻译

立法文件的特定词语及翻译泛瑞翻译在立法文件中，有一些特定的词语经常被使用，进行形成了一些规定的语法结构。

熟悉和把握这些特定的词语的使用方法及翻译翻译，对于提髙立法文件的翻译水平大有裨益。

(一)subject to在法律条文中，“subject to”短语经常得到使用，以上文中提到的《1980年联合“subject”国国际货物销售合同公约》为例，该公约中“subject to”总共出现了10次。

可以翻译成“根据……”，“在……的条件下须受……限制/规限”，“须经……”等。

例1 ：Declarations made under this Convention at the time of signature are subject to confirmation upon ratification，acceptance or approval.(依本公约规定在签字时做出的声明,须经批准、接受或核准等方式加以确认。

）例2:Subject to its memorandum and articles, a company may make application to the Registrar in the approved form to change its name or its foreign character name.(依公司组织大纲或公司章程，公司向登记官递交审批表申请改变公司名称或公司外文名称。

）例3: A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means，including witnesses.(销售合同无须以书面形式订立或以书面形式证明，在形式方面也不受任何其他条件的限制。

acca F4 背诵讲义

Chapter 1 Structure of the legal system1. ESSENTIAL ELEMENTS OF THE LEGAL SYSTEMLaw•Law is a formal control mechanism.•It provides a structure for dealing with and resolving disputes.•It also provides some deterrent to those wishing to disrupt social order.Common law•Common law developed in England during the period following the Norman Conquest.•It was made by judges who travelled around the country to keep the King’s peace and made law by merging local customary laws into one ‘law of the land’.•Today, the concept of PRECEDENT continues to be the key feature of commom law, and distinguishes it from other legal systems.•Remedies under common law are monetary, and are known as damages.Equity•Common law does not provide justice to the wronged person if monetary compensation is not suitable.•Equity developed two or three hundred years after common law as a system to resolve disputes where damages are not a suitable remedy and therefore introduced fairnessinto the legal system.•For example, where a person needs to stop another person’s behaviour or to force them to act as they agreed to, equity provides remedies to achieve this.Civil law•Civil law exists to resolve disputes over the rights and obligations of persons dealing with each other and seeks to compensate wronged parties.•It is a form of private law (between individuals) and covers areas such as tort, contract and employment law.•In civil proceedings, the case must be proved on the balance of probability, the object is to convince the court that it is probable that a person’s assertions are ture.•There is no concept of punishment in the civil law and compensation is paid to the wronged person.•If they wish, both parties may choose to settle the dispute out of court.Criminal law• A crime is conduct that is prohibited by the law.•Criminal law is a form of public law (betweent the State and individuals).•In criminal proceedings, the State is the procecutor because it is the community as a whole which suffers as a result of the law being broken.•The burden of proof to convict the accused(认定被告有罪) rests with the procecution, which must prove its case beyond reasonble doubt.•In the UK, the police take the initial decision to prosecute, this is then reviewed by the Crown Prosecution Service. However, some prosecutions are started by the Director of Public Prosecutions, who is the head of the Crown Prosecution Service.•Persons guilty of crime may be punished by fines payable to the State, imprisonment, ora community-based punishment.The distinction between civil law and criminal lawThis is not an act or event which creates the distinction between civil and criminal law, but the legal consequences. A single event might give rise to both civil and criminal proceedings.2. JURISDICTION OF CIVIL COURTS•The nature of the case and the size of the claim will determine which court hears a civil case.•The County courts hear small cases ( claims under £5,000) or those which are deemed to be ‘FAST TRACK’ cases. The case is heard by a Circuit Judg e assisted by DistrictJudges.•Complicated cases or those which are deemed to be ‘MULTI TRACK’ cases are heard at the High Court.•The Queen’s Bench Division hears cases concerning contract and tort issues.•The Family Division hears cases concerning children and matrimonial issues.•The Chancery Division hears cases concerning trusts, bankruptcy and corporate issures.•Appeals are to the Civil Division of the Court of Appeal and are heard by three judges who will decide the outcome by a majority.• A further appeal to the Supreme Court for the United Kingdom may be permitted if it involves an issue of public interests.3. JURISDICTION OF CRIMINAL COURTS•All criminal cases begin in magistrates’ courts where the case is introduced into the system.•Certain types of offences are known as indictable offences, these are serious offences and can only be heard in Crown Court. Other less serious summary offences are heard summarily in the magistrates’court.•Where an offence falls in between the two, it can be ‘triable either way’, the defendant will have the choice to be tried at the magistrates’ court or at the Crown Court.•Where the decision in a criminal case is appealled against, a court further up the hierarchy will hear it.•Appeals from magistrates’ courts are either to the Crown Court or the Queen’s Bench Division of the High Court.•Case stated appeals from the Crown Court are made to QBD. ‘Case stated’ is a legal function to review a magistrates’ court decision on a point of law , it means the law w as misinterpreted by the magistrate.•Appeals from the Crown Court are made to the Court of Appeal and this may be appealled to the Supreme Court for the United Kingdom if it involves an issue of publicinterests.4. THE MAIN CIVIL COURTS IN THE ENGLISH LEGAL SYSTEMMagistrates’ court•The magistrates’ court is mainly a criminal court, but it also has original jurisdiction in many civil cases, such as liscensing and family issues.•It will also hear claims for recovery of unpaid local authority charges and council tax(英国家庭税).County CourtCounty courts have civil jurisdiction only, it deal with almost every kind of civil case within its serve areas. The main limits to its jurisdiction are financial. It is involved in the following matters: •Contact and tort•Equity matters•Probate matters•Disputes concerning land•Undefended matrimonial cases•Some bankruptcy, company winding-up and admiralty cases（海事裁判）.High CourtThe High Court are divided into three divisions.•The Queen’s Bench Divison hears cases concerning contract and tort issues. It also hasa Commercial Court and an Admiralty Court. A divisionl court of the QBD has anappellate jurisdiction on appeals from magistrates’ court and tribunals.•The Family Division hears cases concerning children and matrimonial issues. The Family Division also has a limited appellate jurisdiction on some appeals from theMagistrates’ Court.•The Chancery Division hears cases concerning trusts, mortgage, bankruptcy, taxation, probate and corporate issures. It also has a Patents Court and a Company Court, which deals with liquidations and other company proceedings.Appeal courtsThe civil court which have an exclusively appellate jurisdiction are the Civil Division of the Court of Appeal and the Supreme Court for the United Kingdom.Court of Appeal•The Court of Appeal hears appeals from the County Court, High Court and several sepcial tribunals.•It reviews the evidence and the legal opinions and makes its decisions based on them.•Cases are heard by three judges ( known as Lord Justices of Appeal) who will decide the outcome by a majority..Supreme Court for the United Kingdom•The Supreme Court for the United Kingdom is the highest appeal court in the English legal system. Cases are heard by Justices of the Supreme Court.•The court hears appeals from the Court of Appeal and also appeals from the High Court, under the ‘leapfrog procedure’ .5. THREE TRACK SYSTEM FOR THE ALLOCATION OF CIVIL CASESThe Civil Procedure Rules (CPR 民事程序规定) introduced a three track system for the allocation of civil cases. Generally speaking, county courts hear small track cases and fast track cases and the High Court hears multi-track cases.•In the small claims track, claims of no more than £5,000 will be heard. These are cases to be dealt with quickly and informallly, often without the need for legal represetation or a full hearing. Parties can consent to use the small claims track if the value of the claimexceeds the limits, but this has to be subject to the court's approval.•In the fast claims track, claims under £25,000 may be heard. There is a strictly limited procedure designed to enable cases to be heard within a short but reasonable timescale.Costs are fixed and hearings are no longer than one day.•The multi-track is intended to provide a new and more flexible regime for the more complex claims, which has a value of more than £15,000. An initial ‘case managementconference’ will be held to encourage the parties to resolve the dispute or to consider the alternative dispute resolution. The trial judge sets a budget and a final timetable for thetrial.•Claimants of cases between £15,000 and £25,000 have the choice of using the fast or multi track, although judges may insist complex cases are heard under the multi track.Chapter 2 Sources of English lawSOURCESCase law Statute CustomCommon Equity Primary SecondarylawSources of English law•There are three main sources of English law, namely case law, legislation (statute) and custom.•Broadly speaking, case law is made and developed in the courts and legislation is made by the legislature（立法机关，立法团体） in Parliament.•Since both of these sources create law today, they can be considered as contemporary.•However, local customs, which developed historically and have existed for a very long time, are not considered as contemporary.1. CASE LAW AS A SOURCE OF LAW•Case law is is made in the courts according to the common law and equity.•Both common law and equity are the product of decisions in the courts made by judges who interpret and apply previous cases based on the doctrine of binding precedent.•This doctrine provides that once a principle of law has been decided, it becomes a precedent which binds the lower courts in cases with materially the same facts.•If the facts of the case are not materially the same as those of the relevant precedent, the precedent may be ‘distinguished’ and not be followed.•Only statements of law made by judges can form precedent.•These statements can be divided into ratio decidendi and obiter dicta.•Only the ratio decidendi forms the basis of precedent as it is this reasoning which is vital to his decision.•Obiter dicta are statements of general law (or hypothetical situations) which are not necessary for the decision and hence are not binding.•Whether the doctrine applies will depend on the status of the court dealing with the case.There is a hierarchy of courts with the lower courts being bound to follow thedecisions of the higher courts.•For example, magistrates’ courts and county courts are bound by the decision of the High Court, the Court of Appeal and the Supreme Court for the United Kingdom.2. DOCTRINE OF PRECEDENTThe doctrine of binding precedent•The doctrine of binding precedent, or stare decisis, is essential to the English legal system.•This doctrine provides that once a principle of law has been decided in court, it becomes a precedent which binds the lower courts in cases with materially the samefacts.•The purpose of the doctrine is to provide consistency, coherency and therefore predictablity and fairness in the development of the case law.Judgements• A judgement in a case will start with a description of the facts and probably a review of earlier precedents.•Then the judge will make statements of law applicable to the legal problems raised by the material facts.•These statements can be divided into ratio decidendi and obiter dicta.Ratio dicidendi•Only a proposition(论点，主张) of law, rather than a statement of fact, will be binding.•Ratio dicidendi can be difined as ‘any rule of law, express or implied, treated by a judge as a necessary step in reaching his conclusion, having regard to the line of reasoning adopted by him, or a necessary part of his direction to the jury. ‘ (Cross)Obiter dicta•Obiter dicta are statements of general law (or hypothetical situations) which are not necessary for the decision in the case.•The obiter dicta are of persusive authority only and do not bind lower court. They may be taken into account but need not be followed.Difference between them•The ratio decidendi forms the basis of precedent as it is this reasoning which is vital to judge’s decision.•It is not always easy to distinguish between the ratio decidendi and the obiter dicta.Judges do not always make clear in their comments whether a particular statement orconclusion is ratio or obiter. Indeed, in a case heard by more than one judge, each judge may provide a different ratio decidendi in support of a common decision.The hierarchy of the courts in relation to the operation of precedent(a) the Supreme Court for the United Kindom – binds all lower courts but itself(exceptional cases)(b) Court of Appeal–binds all lower courts and itself(c) High CourtJudge sitting alone – binds all lower courts not divisional courtsJudges sitting together – binds all lower courts and divisional courts(d) CrownMagistrates–bind no-one at allCountyMagistrates’, County and Crown Courts•Decisions of the Magistrates’ Courts and County Courts do not consititute precedent and thereofore not bind on any court, but each of them is bound by decisions of the High Court, Court of Appeal and the Supreme Court for the United Kingdom.•The Crown Court is also bound by the superior courts and its decisions are of persuasive authority only.High court• A decision of the High Court made by an individual judge binds all lower courts, but not another High Court judge. However, it is of persuasive authority and tends to befollowed in practice.• A decison of Divisional Court usually binds another divisional court.Court of Appeal•Decisions of the Court of Appeal binds all English courts except the Supreme Court for the United Kingdom.•The court is normally bound by its own previous majority and unanimous (意见一致的) decisions, and by those of the Supreme Court for the United Kingdom.The Supreme Court for the United Kingdom•The Supreme Court for the United Kingdom stands at the apex of the English judicial system. Its decisions binds all other English courts.•Itself is bound by its own previous decisions, but it reserves the rights to depart from its own precedents in exceptional cases, although this is rarely exercised.Reversing, overruling and distinguishingPrecedent• A precedent is a previous court decision which another court is bound to follow by deciding a subsequent case in the same way.•In certain circumstances, a judge may not wish to follow an previous decision and it may be open to them to reverse, overrule or distinguish the precedent.Reverse•When the decision of a lower court is appealled to a higher one, the higher court may reverse the decision if they feel the lower court has wrongly interpreted the law. Theoriginal decision cannot form a precedent.•For example, if the Court of Appeal reverse the decision of the High Court, the first decision cannot be a precedent but the reversed decision can.•When a decision is reversed, the higher court is usually also overruling the lower court’s statement of the law.Overrule•Higher courts may overrule the decisions of lower courts, depriving (剥夺) their precedent status, if they di sagree with the lower court’s statement of law.•Overruling involves an earlier case, rather than a case which is the subject of an appeal.•When a decision is overruled, the law is changed with retrospective effect. Judges are usually cautious before overruling a long-standing precedent, but this is sometimesnecessary, for example where what is acceptable within a particular society changes. Distinguishing•For a precedent to be followed, the facts of the previous case and the case under consideration must be materially the same.•If not, the precedent may be ‘distinguished’ and not followed.3. THE ADVANTAGES AND DISADVANTAGES OF THE DOCTRINEAdvantagesCertainty•Law is decided fairly and predictably.•The need for costly and time-consuming litigation can be avoided.•The doctrine also gives guidance to the judges and leads to consistency in decisions from different judges in different courts and in different parts of the country.Clarity•The doctrine gives rise to a healthy source of statements of legal principle that can helpfully and clearly be applied to new cases generally.•This leads to a saving of time for all concerned, it don’t need to be put before the courts and argued again.Flexibility•The doctrine allows the law to grow and be developed in accordance with changing needs and circumstances of society.•It also allows a much more flexible judge-made law than Parliament-enacted legislation. PracticalityFaineasDisvantages•Bulk.•Restricts judicial discretion.•reactive system.•Lack of democratic accountability.4. LEGISLATION AS A SOURCE OF LAW AND ITS ADVANTAGES•Statute law is made by Parliament.•Parliament may make law as it sees fit – it may repeal(撤销) earlier statutes, overrule case law or make law in new areas previously unregulated.•The validity of an Act of Parliament cannot be questioned. ( Cheney v Conn 1968).•However, this principle of Parliamentary sovereignty[ˈsɔvərɪnti:](最高统治权、君权) has been reduced somewhat by the UK’s membership of the European Union which requires its law to be brought into line with the EU’s treaties and directives.•Additionally, the Human Rights Act 1998 requires new laws to be compatible with the European Convention on Human Right.•Statute law may be fresh legislation or may be a consolidation of existing statutes and their amendment, for example the Company Act 2006.•It may also be a codification (法律汇编) of existing statute and case law, for example the Sale of Goods Act 1979.•The courts are bound to apply relevant statute law and cannot disregard or rewrite it.•Whatever the nature of the legislation, the role of judges to interpret and apply it is the same.•Judicial interpretation (司法解释) might be needed because of ambiguity in drafting or uncertainty as to whether a particular set of facts are within the scope of a statute, orwhere unforeseeable developments have occurred since the statute was passed.•The complexity of modern legislation makes a great deal of details which cannot be easily included in an Act.•Therefore, powers may be given to a minister or a public body to make laws for specified purpose in the form of statutory instruments, bye-law and Rules of Court.•Such delegated legislation has the same effect as the empowering act itself. Advantages•They can in theory deal with any problem•They are carefully constructed codes of law•New problems in society or unwelcome development can be dealt with quickly•Reponsive to public opinion as parliament is elected at least every five years5. DELEGATED LEGISLATION•The complexity of modern legislation makes a great deal of details which cannot be easily included in an Act.•Therefore, powers may be given to a minister or public body to make laws for specified purpose in the form of statutory instruments, bye-law and Rules of Court.•The legislation sets out the broad objective and purpose of the Act, leaving the detail to be delegated to individuals or bodies outside Parliament.•Such delegated legislation has the same effect as the empowering act itself.There are various forms of delegated legislation•Statutory instruments: these are made by government minister who has delegated the relevant powers.•Bye-laws: these are made by local authorities and apply within a specific locality•Rules of court: these may be made by the judiciary (法官) to control court procedure.•Orders in council: these are often made by the Privy Council (枢密院).•Professional rules: Parliament also gives powers to various professional bodies to regulate the conduct of its members.The control over the delegated legislationAs delegated legislation is often created by unelected individuals and bodies, there are controls over it.•It may have to be approved by an affirmative resolution of Parliament and/or be laid before Parliament for 40 days before it takes effect.•It may be challeged in the courts. Firstly, on the ground that Parliament exceeded its authority to delegate and has acted ultra vires, or secondly, the lagislation has beenmade without the correct procedure.•There are standing (永久的，常设的) Scrutiny Committees (检查委员会) of both Houses whose duty is to examine delegated legislation from a technical point of view and theymay raise objections if necessary. However, they have no authority to its nature orcontent.•The Human Rights Act 1998 gives courts power to strike out any delegated lagislation that runs contrary to the HRA.Advantages•Volume of work. Delegated lagislation enables Parliament to concentrate on the broader principles of the legislative framework, rather than getting bogged down indetails.•Speed. Delegated legislation enables new laws to be passed much more quickly, especially advantageous in times of emergency.•Flexibility. Delegated legislation enables great flexibility, because regulations can be altered later without the need to revert to (回到) Parliament.•Expertise. The subject of new legislation is often highly detailed, technical and complex. It therefore makes sense for the exact content, and the wording（措辞） isarrived at by consultation with professional, commercial or industrial groups outsideParliament who have the relevant expertise.•Tider primary legislation. The primary legislation is more concise (精炼) because the details are left to other delegated legislation documentation(程序说明书). Disadvantages:•Volume. The volume of delegated legislation means that it can become difficult for Parliment ( and others) to keep track of the effect of the legislation.•Unconstitutional.（违反宪法的) Although Parliament is ultimately responsible for the legislation, it is likely that much of the detail has actually been drafted and finalised by individual ministers or by civil servants. Since civil servants are unelected, the degree to which law-making powers should be delegated to them is a matter for some debate. 6. STATUTORY INTERPRETATIONLegislation must be interpreted correctly before judges can apply it fairly. In order to determine the meaning of such legislation, the court will apply a number of well-established rules and principles to interpret the statute.•Literal rule: The literal rule requires the words to be given their literal and grammatical meaning rather than what the judges think they mean.•Golden rule: The golden rule expands the literal rule. It requires the words to be given their plain, ordinary and literal meaning unless this would give rise to manifest (明显的) absurdity(谬论) or inconsistency with the rest of the statute.•Mischief rule: Under the mischief rule, a judges considers what mischief (损害) the Act .Where a statute is designed to remedy a weakness in the law, the correct interpretation is the one that achieves it.•Purposive approach : It requires the words to be given not only their ordinary, literal and grammatical meaning, but also with reference to the context and purpose of thelegislation.•Ejusdem generis (同类) : Where general words follow specific words, the general words must be interpreted by reference to(参考) the specific words used.7. HUMAN RIGHTS ACT 1998The Articles of the European Convention on Human Rights have now been enshrined(铭记) into English law as the Human Right Act 1998, enacted in 2000. The main provisions are: •The right to life•The right to property•The right to education•The right to marry•The right to a fair trial•The right to liberty and security•The right to free elections.•The right to respect for privacy, family life•Freedom of thought, conscience and religion•Freedom of expression, assembly and association•No punishment without law•No discrimination in rightsThe Act binds the pubilc authorities•The Act binds the pubilc authorities, which can be defined as bodies undertaking functions of a public nature, including government departments, local authorities, courts and schools.Non-government individuals or bodies can rely on the actImpact on UK law•The main impact of the HRA1998 on UK law is that UK courts are now required to interpret UK law in a way that is compatible with the Convention. It means that a courtmust take into account the previous decisions of the European Court of Human Rights.•If a court feels that a provision of primary legislation ( ie an Act of Parliament) is incompatible with the Convention, it can make a declaration of incompatibility. It is thenup to the Government to take action to remedy the incompatibility.Chapter 3 Offer and AcceptanceNature of a contractFORMATION & NATURE OF A CONTRACTAgreement Intention ConsiderationThe first essential element in the formation of a binding contract is agreement. This is ususlly evidenced by offer and acceptance.1. OFFER•In the law of contract , an offer is a definite promise to another to be bound on specific terms. It is capable of (能够) acceptance so as to form a binding contract.•An offer cannot be in vague terms, for example a promise to buy a horse if it is ‘lucky’ (Gunthing v Lynn 1831).•An offer can be made to an induvidual, a class of persons or to the world at large and it can be accepted by the conduct of the offeree ( Carlill v Carbolic Smoke Ball Co 1893).•Once an offer has been accepted, a binding contract is created. Either party may legally enforce the promise of the other.•Ture offers must be distinguished from a mere supply of information and statement of intention.Supply of information• A mere supply of information is not an offer, because there is no intention to be bound.•For example, stating the minimum price that one would consider if a sale were to be agreed does not make an offer ( Harvey v Facey 1893).Statement of intention•Similarly, a mere statement of intention is not an offer neither.•For example, advertising that an event such as an auction will take place does not make an offer. (Harris v Nickerson 1873).•Only the offer made with the intention that it shall become binding when accepted may form a binding contract.2. INVITATION TO TREAT•An invitation to treat is an indication that someone is prepared to receive offers with the intention to form a binding contract.•There is no binding contract until this offer is made and, in turn , accepted.Case law has established a number of accepted principles to determine whether a statement is an offer or merely an invitation to treat.Advertisements•An advertisement of goods for sale is usually an attempt to induce offers (Partridge v Crittenden 1968)•However, in limited circumstances, words of an advertisement can be an offer made to the whole world (Carlill v Carbolic Smoke Ball Co. 1893)Display of goods in a shop window•In Fisher v Bell 1961, a shopkeeper was prosecuted for offering for sale an offensive weapon by exhibiting a flick knife in the shop window.•It was held that this was not an offer for sale, but an invitation to treatExhibitions of goods in a self –service shop•In Pharmaceutical Society of G.B. v Boots Cash Chemists 1952, the chemists exhibited various goods on self-service shelves.•It was held that this was not an offer for sale, but an invitation to treat. Customers took up the invitation by taking the goods to the cash point, thereby making an offer to buy which was accepted by the shopkeeper.Auction sales（拍卖）•An auctioneer’s request for bid is not an offer to sell to the highest bidder, but an invitation to treat.•The bid itself is an offer, which the auctioneer is then free to accept or reject ( Payne v Cave 1789).Invitations for tenders (竞标)•An invitation to tender is not an offer to contract with the party offering the lowest price, but an invitation to treat.•The tender itself is an offer, which the person who issued the invitation is then free to accept or reject.3. ACCEPTANCE OF AN OFFERACCEPTANCE•Valid acceptance of a valid offer is one of the essencials of a contract•An acceptance must be an unqualified (无条件的) agreement to the terms of the offer.•Acceptance is generally not effective until communicated to the offeror, except where the ‘postal rule’ applies.• A purported acceptance which introduces any new terms is a counter-offer, which has the effect of terminating the original offer ( Hyde v Wrench 1840).Request for information• A response to an offer which is actually a request for further information will not form an acceptance.Acceptance ‘ subject to contract’•Acceptance ‘ subject to contract’ means tha t the offeree is agreeable to the terms of the offer but proposes that the parties should negotiate a formal contract.•Neither party is bound until the formal contract is signed.Letters of intent (LOI 合作意向书)• A letter of intent is a strong indication given by one party to another to say that he is likely to place a contract with him.Method of acceptance•The acceptance of an offer is made by a person authorised to do so, usually the offeree or his authorised agent.•The acceptance may be by express words or be inferred from conduct (Brogden v Metropolitan Rly Co 1877).•In some circumstance (Carlill v Carbolic Smoke Ball Co 1893), performance of the act required by the offer or advertisement consititutes an acceptacne.•There must be some act on the part of the offeree since passive inaction or silence is not capable of acceptance ( Felthose v Bindley 1862).The communication of acceptance•Acceptance is generally not effective until communicated to the offeror, except where the ‘postal rule’ applies, or t he offeror waives the need for communication.•The offeror may specify the sole means of communication, in which case only compliance with their terms will suffice （满足……的需要）.•If the offeror specifies a means of communication but does not make it absolutely compulsory, then acceptance by another means which is equally expeditious and does。

欧盟绿皮书《Corporate governance in financial institutions and remuneration policies》

ENEUROPEAN COMMISSIONBrussels, 2.6.2010COM(2010) 284 finalGREEN PAPERCorporate governance in financial institutions and remuneration policies{COM(2010) 285 final}{COM(2010) 286 final}{SEC(2010) 669}GREEN PAPERCorporate governance in financial institutions and remuneration policies(Text with EEA relevance)1. INTRODUCTIONThe scale of the financial crisis triggered by the bankruptcy of Lehman Brothers in autumn 2008 and linked to the inappropriate securitisation of US subprime mortgage debt led governments around the world to question the effective strength of financial institutions and the suitability of their regulatory and supervisory systems to deal with financial innovation in a globalised world. The massive injection of public funding in the US and Europe – up to 25% of GDP – was accompanied by a strong political will to learn the lessons of the financial crisis in all its dimensions to prevent such a situation happening again in the future.In its Communication of 4 March 20091, effectively a programme for reforming the regulatory and supervisory framework for financial markets based on the conclusions of the Larosière report2, the European Commission announced that it would (i) examine corporate governance rules and practice within financial institutions, particularly banks, in the light of the financial crisis, and (ii) where appropriate, make recommendations, or even propose regulatory measures, in order to remedy any weaknesses in the corporate governance system in this key sector of the economy. Strengthening corporate governance is at the heart of the Commission's programme of financial market reform and crisis prevention. Sustainable growth cannot exist without awareness and healthy management of risks within a company. As highlighted by the Larosière report, it is clear that boards of directors, like supervisory authorities, rarely comprehended either the nature or scale of the risks they were facing. In many cases, the shareholders did not properly perform their role as owners of the companies. Although corporate governance did not directly cause the crisis, the lack of effective control mechanisms contributed significantly to excessive risk-taking on the part of financial institutions. This general observation is all the more worrying because corporate governance has been relied upon as one of the ways of regulating business life. Consequently, there is a need to address the fundamental question of whether the existing corporate governance regime is deficient as far as financial institutions are concerned or whether it has rather been poorly implemented.In the financial services sector, corporate governance should take account of the interests of other stakeholders (depositors, savers, life insurance policy holders, etc), as well as the stability of the financial system, due to the systemic nature of many players. At the same time, it is important to avoid any moral hazard by not diminishing the responsibility of private stakeholders. It is therefore the responsibility of the board of directors, under the supervision 1COM (2009) 114 final.2Report of the High-Level Group on Financial Supervision in the EU published on 25 February 2009.Mr Jacque de Larosière was chairman of the group.of the shareholders, to set the tone and in particular to define the strategy, risk profile and appetite for risk of the institution it is governing.The options outlined in this Green Paper are likely to accompany and supplement the legal provisions implemented or planned for the purpose of strengthening the financial system, in particular in the context of the reform of the European supervisory architecture3, the Capital Requirements Directive (the 'CRD')4, the Solvency II Directive5 for insurance companies, reform of the UCITS system and the regulation of Alternative Investment Fund Managers. Corporate governance requirements should also take account of a financial institution's type (retail bank, investment bank) and size. The principles of sound corporate governance referred to in this Green Paper focus primarily on large financial institutions. These principles should be adapted so as to be applied effectively to smaller financial institutions.This Green Paper should be read in conjunction with the Commission Staff Working Paper (COM(2010) XYZ) 'Corporate governance in financial institutions: the lessons to be learnt from the current financial crisis and possible steps forward'. This document takes stock of the situation.It is also important to point out that, since its meeting in Washington on 15 November 2008, the G20 has endeavoured to improve, amongst other things, risk management and compensation practices within financial institutions6.Lastly, the Commission will soon launch a broader review on corporate governance within listed companies in general and, in particular, on the place and role of shareholders, the distribution of duties between shareholders and boards of directors with regard to supervising senior management teams, the composition of boards of directors, and corporate social responsibility.2. THE CONCEPT OF CORPORATE GOVERNANCE AND FINANCIAL INSTITUTIONSThe traditional definition of corporate governance refers to relations between a company's senior management, its board of directors, its shareholders and other stakeholders, such as employees and their representatives. It also determines the structure used to define a company's objectives, as well as the means of achieving them and of monitoring the results obtained7.3See the Commission proposals creating three European Supervisory Authorities and a European Systemic Risk Board.4Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions (recast), OJ L 177 of 30.6.2006 and Directive 2006/49/EC of the European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment firms and credit institutions (recast), OJ L 177 of 30.6.2006.5Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (recast) OJ L 335 of17.12.2009.6It was confirmed at the Pittsburgh Summit of 24 and 25 September 2009 that compensation practices would have to be reformed in order to maintain financial stability.7See, for example, the OECD's Principles of Corporate Governance, 2004, p. 11. The Green Paper focuses on this limited definition of corporate governance and does not deal with some other important aspects, such as separation of functions within a financial institution, internal controls and accounting independence.Due to the nature of their activities and interdependencies within the financial system, the bankruptcy of a financial institution, particularly a bank, can cause a domino effect, leading to the bankruptcy of other financial institutions. This can lead to an immediate contraction of credit and the start of an economic crisis due to lack of financing, as the recent financial crisis demonstrated. This systemic risk led governments to shore up the financial sector with public funding. As a result, taxpayers are inevitably stakeholders in the running of financial institutions, with the goal of financial stability and long-term economic growth. Furthermore, the interests of financial institutions' creditors (depositors, life insurance policy holders or beneficiaries of pension schemes and, to a certain extent, employees) are potentially at odds with those of their shareholders. Shareholders benefit from a rise in the share price and maximisation of profits in the short term and are potentially less interested in too low a level of risk. For their part, depositors and other creditors are focused only on a financial institution's ability to repay their deposits and other mature debts, and thus on its long-term viability. As a result, depositors can be expected to favour a very low level of risk8. Largely as a result of the particularities relating to the nature of their activities, most financial institutions are strictly regulated and supervised. For the same reasons, financial institutions' internal governance cannot be reduced to a simple problem of conflicts of interest between shareholders and the management. Consequently, the rules of corporate governance within financial institutions must be adapted to take account of the specific nature of these companies. In particular, the supervisory authorities, whose mission to maintain financial stability coincides with the interests of depositors and other creditors to control risk-taking by the financial sector, have an important role to play in shaping best practices for governance in financial institutions.Various legal instruments and recommendations at international and European level applicable to financial institutions and in particular banks, already take account of the particularities of financial institutions and the role of supervisory authorities9.However, the existing rules and recommendations are based first and foremost on supervisory considerations and focus on the existence of adequate internal control, risk management, audit and compliance structures within financial institutions. They did not prevent excessive risk-taking by financial institutions, as the recent financial crisis demonstrated.8See Peter O. Mülbert, Corporate Governance of Banks, European Business Organisation Law Review,12 August 2008, p.427.9Basel Committee on Banking Supervision, Enhancing corporate governance for banking organisations, September 1999. Revised in February 2006; OECD, Guidelines for insurers' governance, 2005; OECD, Revised guidelines for pension fund governance, July 2002; Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC, OJ L 145 of 30.4.2004; Solvency II Directive;Capital Requirements Directive; Committee of European Banking Supervisors, Guidelines on the Application of the Supervisory Review Process under Pillar 2 (CP03 revised), 25 January 2006, /getdoc/00ec6db3-bb41-467c-acb9-8e271f617675/GL03.aspx; CEBS High Level Principles for Risk Management, 16 February 2010, /Publications/Standards-Guidelines/CEBS-High-Level-Principles-for-Risk-Management.aspx3. DEFICIENCIES AND WEAKNESSES IN CORPORATE GOVERNANCE WITHIN FINANCIALINSTITUTIONSThe Commission considers that an effective corporate governance system, achieved through control mechanisms and checks, should lead to the main stakeholders in financial institutions (boards of directors, shareholders, senior management, etc.) assuming a higher degree of responsibility. Conversely, the financial crisis and its serious economic and social consequences have led to a significant loss of confidence in financial institutions, particularly with regard to the following.3.1. The question of conflicts of interestThe questions raised by the issue of conflicts of interest and management of such conflicts are nothing new. Indeed, the issue arises in every organisation or company. Nonetheless, given the systemic risk, the volume of transactions, the diversity of financial services provided and the complex structure of large financial groups, the issue is particularly pressing in the case of financial institutions. Potential conflicts of interest can arise in a variety of situations (for example, exercising incompatible roles or activities, such as providing advice on investments while managing an investment fund or managing for one's own account, incompatibility of mandates held on behalf of different clients/financial institutions). This problem can also arise between a financial institution and its shareholders/investors, particularly where there is cross-shareholding or business links between an institutional investor (for example through the parent company) and a financial institution in which it is investing.At Community level, the MiFID10 is a step forward for transparency, devoting a specific section to certain aspects of this issue. However, the asymmetric information between investors and shareholders on the one hand, and the financial institution concerned on the other (an imbalance compounded by the ever-increasing complexity and diversity of the services provided by financial institutions), calls into question the effectiveness of market identification and supervision of various conflicts of interest involving financial institutions. Furthermore, as the CEBS, CEIOPS and CESR committees note in their joint report on internal governance11, there is a lack of consistency in the content and detail of the conflict of interest rules to which the various financial institutions are subject, depending on whether they need to apply the provisions of MiFID, the CRD, the UCITS Directive12 or Solvency 2. 3.2. The problem of effective implementation by financial institutions of corporategovernance principlesThe general consensus13 is that the existing principles of corporate governance, namely the OECD principles, the recommendations of the Basel Committee, and Community legislation14, already cover to a certain extent the problems highlighted by the financial crisis. In spite of this, the financial crisis revealed the lack of genuine effectiveness of corporate 10Directive 2004/39/EC on markets in financial instruments, (OJ L 145 of 30.4.2004).11'Cross-sectoral stock-take and analysis of internal governance requirements' by CESR, CEBS, CEIOPS, October 2009.12 Directive2009/65/EC.13See the OECD's public consultation 'Corporate governance and the financial crisis' of 18 March 2009 and in particular the section entitled 'Implementation gap'.14Directive 2006/46/EC obliges financial institutions listed on regulated markets to draw up a corporate governance code to which they are subject, and to indicate any parts of the code from which they have departed and the reasons for doing so.governance principles in the financial services sector, particularly with regard to banks. Several theories have been put forward to explain this situation:–the existing principles are too broad in scope and are not sufficiently precise. As a result, they gave financial institutions too much scope for interpretation. Furthermore, they proved difficult to put into practice, in most cases leading to a purely formal application(i.e., a box-ticking exercise), with no real qualitative assessment.–the lack of a clear allocation of roles and responsibilities with regard to implementing the principles, within both the financial institution and the supervisory authority.–the non-binding nature of corporate enterprise principles: the fact that there was no legal obligation to comply with recommendations by international organisations or the provisions of a corporate governance code, the problem of the neglect of corporate governance by supervisory authorities, the weakness of relevant checks, and the absence of deterrent penalties all contributed to the lack of effective implementation by financial institutions of corporate governance principles.3.3. Boards of directors15The financial crisis clearly shows that financial institutions' boards of directors did not fulfil their key role as a principal decision-making body. Consequently, boards of directors were unable to exercise effective control over senior management and to challenge the measures and strategic guidelines that were submitted to them for approval.The Commission considers that their failure to identify, understand and ultimately control the risks to which their financial institutions were exposed is at the heart of the origins of the crisis. Several reasons or factors contributed to this failure:–members of boards of directors, in particular non-executive directors, devoted neither sufficient resources nor time to the fulfilment of their duties. Furthermore, several studies have clearly demonstrated that, faced with a chief executive officer who is omnipresent and in some cases authoritarian, non-executive directors felt unable to raise objections to, or even question, the proposed guidelines or conclusions due to a lack of technical expertise and/or confidence.–members of boards of directors did not come from sufficiently diverse backgrounds. The Commission, like several national authorities, notes a lack of diversity and balance in terms of gender, social, cultural and educational background.–boards of directors, in particular the chairman, did not carry out a serious performance appraisal either of their individual members or of the board of directors as a whole.–boards of directors were unable or unwilling to ensure that the risk management framework and risk appetite of their financial institutions were appropriate.15The term 'board of directors' in this Green Paper essentially refers to the supervisory role of directors ina company which, in a dual structure, generally falls within the scope of the supervisory board. ThisGreen Paper does not prejudice the roles attributed to different company bodies under national legal systems.–boards of directors proved unable to recognise the systemic nature of certain risks and thus to provide sufficient information upstream to their supervisory authorities Furthermore, even where effective dialogue existed, corporate governance issues were rarely on the agenda.The Commission considers that these serious deficiencies and acts of misconduct raise important questions about the quality of appointment procedures. The basis for quality in a board of directors lies in its composition.management3.4. RiskRisk management is one of the key aspects of corporate governance, particularly in the case of financial institutions. Several large financial institutions no longer exist precisely because they neglected the basic rules of risk management and control. Financial institutions have too often failed to take a holistic approach to risk management. The main failures and shortcomings can be summarised as follows:– a lack of understanding of the risks on the part of those involved in the risk management chain and insufficient training for those employees responsible for distributing risk products16;– a lack of authority on the part of the risk management function. Financial institutions have not always granted their risk management function sufficient powers and authority to be able to curb the activities of risk-takers and traders;–lack of expertise or insufficiently wide-ranging experience in risk management. Too often, the expertise considered necessary for the risk management function was limited to those categories of risk considered priorities and did not cover the entire range of risks to be monitored;– a lack of real-time information on risks. To allow those involved to react quickly to changes in risk exposures, clear and correct information on risk should be available rapidly at all relevant levels of the financial institution. Unfortunately, the procedures for getting information to the appropriate level have not always functioned. Furthermore, it is crucial to upgrade IT tools for risk management, including in highly sophisticated financial institutions, as they are still too disparate to allow risks to be consolidated rapidly, while data are insufficiently consistent to allow the evolution of group exposures to be followed up effectively in real-time. This concerns not only the most complex financial products but all types of risk.The Commission considers that the deficiencies and shortcomings highlighted above are very worrying. They appear to indicate the absence of a healthy risk management culture at all levels of certain financial institutions. On this last point, the directors of financial institutions in particular are responsible, because in order to establish a healthy risk management culture at all levels, it is essential that directors are themselves exemplary in this respect.16See for example Renate Böhm and Hilla Lindhüber, Verkaufen, Druck und Provisionen - Probleme von Beschäftigten im Finanzdienstleistungsbereich Versicherungen Ergebnisse einer Arbeitsklima-Index-Befragung, Salzburg 2008.3.5. The role of shareholdersThe financial crisis has shown that confidence in the model of the shareholder-owner who contributes to the company's long-term viability has been severely shaken, to say the least. The growing importance of financial markets in the economy, due in particular to the multiplication of sources of financing/capital injections, has created new categories of shareholders. Such shareholders sometimes seem to show little interest in the long-term governance objectives of the businesses/financial institutions in which they invest and may be responsible for encouraging excessive risk-taking in view of their relatively short, or even very short (quarterly or half-yearly) investment horizons17. In this respect, the sought-after alignment of directors' interests with those of these new categories of shareholder has amplified risk-taking and, in many cases, contributed to excessive remuneration for directors, based on the short-term share value of the company/financial institution as the only performance criterion18. Several factors can help to explain the disinterest or passivity of shareholders with regard to their financial institutions:–certain profitability models, based on possession of portfolios of different shares, lead to the abstraction, or even disappearance, of the concept of ownership normally associated with holding shares.–the costs which institutional investors would face if they wanted to actively engage in governance of the financial institution can dissuade them, particularly if their participation is minimal.–conflicts of interest (see above).–the lack of effective rights allowing shareholders to exercise control (such as, for example, the lack of voting rights on director remuneration in certain jurisdictions), the maintenance of certain obstacles to the exercise of cross-border voting rights, uncertainty over certain legal concepts (for example that of 'acting in concert') and financial institutions' disclosure to shareholders of information which is too complicated and unreadable, in particular with regard to risk, could all play a part, to varying degrees, in dissuading investors from playing an active role in the financial institutions in which they have invested.The Commission is aware that this problem does not affect only financial institutions. More generally, it raises questions about the effectiveness of corporate governance rules based on the presumption of effective control by shareholders. As a result of this situation, the Commission will launch a broader review covering listed companies in general.3.6. The role of supervisory authoritiesGenerally speaking, the recent financial crisis revealed the limits of the existing supervision system: in spite of the availability of certain tools enabling them to intervene in the internal governance of financial institutions19, not all supervisory authorities, either at national or 17See article by Rakesh Khurana and Andy Zelleke, Washington Post, 8 February 2009.18See Gaspar, Massa, Matos (2005), Shareholder Investment Horizon and the Market for Corporate Control, Journal of Financial Economics, vol. 76.19For example, Basel II.European level, were able to carry out effective supervision in an environment of financial innovation and rapid change in the business model of financial institutions20. Furthermore, the supervisory authorities also failed to establish best practices for corporate governance in financial institutions. In many cases, supervisory authorities did not ensure that financial institutions' risk management systems and internal organisation were adapted to changes in their business model and financial innovation. Supervisory authorities also sometimes failed to adequately enforce strict eligibility criteria for members of boards of directors of financial institutions ('fit and proper test')21.Generally speaking, problems linked to the governance of supervisory authorities themselves, particularly the means of combating the risk of regulatory capture or the lack of resources, have never been sufficiently discussed. Moreover, it is becoming increasingly clear that the territorial and substantive competencies of supervisory authorities no longer correspond to the geographical and sectoral spread of financial institutions' activities. This complicates risk management for financial institutions and makes it more difficult for them to comply with regulatory standards, as well as presenting a major challenge for cooperation between supervisory authorities.3.7. The role of auditorsAuditors play a key role in financial institutions' corporate governance systems, as they provide assurance to the market that the financial statements prepared by those financial institutions present a true and fair view. However, conflicts of interest could arise as audit firms are remunerated by the same companies who mandate them to audit their financial accounts.At present, there is no information to confirm that the requirement, pursuant to Directive 2006/48/EC, for auditors of financial institutions to alert the competent authorities wherever they become aware of certain facts which are liable to have a serious effect on the financial situation of an institution, has been effectively enforced in practice.4. I NITIAL RESPONSESIn the context of its Communication of 4 March 2009 and measures taken to boost the European economy, the Commission has undertaken to address issues related to remuneration. The Commission has launched the international debate on abusive remuneration practices and was leading the implementation at European level of FSB and G-20 principles on sound compensation practices. Leaving aside the issue of whether or not certain levels of remuneration are appropriate, the Commission started from two premises:–since the end of the 1980s, the substantial increase in the variable component of listed company directors' salaries raises questions about the methods and content of performance evaluations for company directors. In this respect, the Commission made an initial response at the end of 2004 by adopting a recommendation aimed at strengthening obligations to publish director remuneration policies and individual salaries, and calling on 20On the failings of supervisory authorities in general, see the 'de Larosière' Report, footnote 1.21See, for example, OECD, Corporate Governance and the Financial Crisis, Recommendations, November 2009, p.27.the Member States to establish a vote (mandatory or optional) on such director remuneration. For a variety of reasons linked, amongst other things, to the lack of shareholder activism, the explosion of the variable component and, in particular, the multiplication of profit-sharing plans granting shares or stock options, the Commission considered it necessary to adopt a new recommendation on 30 April 200922. The aim of this recommendation is to strengthen governance of directors' remuneration, proposing several principles for director remuneration structures in order to better link remuneration to long-term performance.–remuneration policies in the financial sector, based on short-term profits without taking into account the corresponding risks, contributed to the financial crisis. For this reason, the Commission adopted another recommendation on remuneration in the financial services sector on 30 April 200923. The aim was to align remuneration policies in the financial services with healthy risk management and financial institutions' long-term viability. Taking stock one year after the adoption of the two abovementioned recommendations, and in spite of a favourable climate for tough action on the part of the Member States, the Commission finds a mixed overall picture of the situation in the Member States24.Although there were strong legislative moves in several Member States to achieve greater transparency in remuneration for listed company directors and to empower shareholders in this respect, it was also noted that only 10 Member States have applied the majority of Commission recommendations. A large number of Member States have still not adopted the relevant measures. Furthermore, where the recommendation led to measures at national level, the Commission noted great diversity in the content and requirements of these rules, particularly on sensitive issues such as remuneration structure and severance packages. The Commission is also concerned about remuneration policies in the financial services. Only 16 Member States have applied the Commission Recommendation in full or in part while five are still in the process of doing so. Six Member States have at present taken no action on this front and do not intend to do so in the near future. Furthermore, the intensity (particularly requirements relating to remuneration structure) and scope of application of the measures taken vary depending on the Member State. Thus only seven Member States have extended implementation of the principles of the recommendation to the entire financial sector, as the Commission called on them to do.5. OPTIONS FOR THE FUTUREThe Commission considers that, while taking into account the need to preserve the competitiveness of the European financial industry, the deficiencies listed in Chapter 3 call for concrete solutions to improve corporate governance practices in financial institutions. This chapter considers a variety of ways to respond to these deficiencies and tries to strike the right balance between the need for improved corporate governance of financial institutions and the necessity of allowing these institutions to contribute to economic recovery by providing credit to businesses and households. The Commission invites all interested parties to express their 22 Recommendation2009/385/EC.23 Recommendation2009/384/EC.24For a detailed examination of the measures taken by the Member States, see the two Commission reports on the application by the Member States of Recommendation 2009/384/EC and Recommendation 3009/385/EC.。

我们被资本掌控了英语作文

我们被资本掌控了英语作文In today's society, there is a growing concern that we are increasingly being controlled capital. This phenomenon has permeated various aspects of our lives, influencing our choices, behaviors, and even our values.Capital has tremendous power to shape our consumption patterns. Through aggressive marketing and advertising campgns, it entices us to buy products and services that we may not truly need. We are constantly bombarded with messages that convince us that having more material possessions will bring us happiness and fulfillment. As a result, we often find ourselves trapped in a never-ending cycle of consumption, working hard to earn money just to spend it on things that do not necessarily enhance our quality of life.Moreover, capital has a significant impact on the job market. Many businesses prioritize profit maximization over the well-being of their employees. Workers are subjected to long working hours, low wages, and poor working conditions, all in the name of increasing the pany's bottom line. The fear of losing one's job or not being able to find a better alternative forces people to tolerate these unfr circumstances, further reinforcing the control of capital.In the field of media and entertnment, capital also wields considerable influence. The content we consume is often dictated the interests of big corporations. News and information may be filtered or biased to serve certn agendas, and creative works are often produced based on mercial viability rather than artistic merit. This limits our access to diverse and objective perspectives, narrowing our worldview.However, it is not all doom and gloom. We, as individuals, have the power to be aware of these influences and make conscious choices. We can question the messages we receive, prioritize our true needs over material possessions, and advocate for fr labor practices and ethical business conduct. By doing so, we can strive to break free from the grip of capital and create a society that values human well-being and social justice above all else.It is essential to recognize that we have the ability to shape our own destinies and not be mere pawns in the game of capital. Only through collective awareness and action can we hope to regn control of our lives and build a more balanced and equitable world.。

跨国公司财务管理

In a world in which change is the rule and not the exception, the key to international competitiveness is the ability of management to adjust to change and volatility at an ever faster rate.
players in international economic competition today ● To classify the three historical types of multinational
corporation (MNC) and explain their motivations for international expansion ● To explain why managers of MNCs need to exploit rapidly changing global economic conditions and why political policy makers must also be concerned with the same changing conditions
the essential element that distinguishes the true multinational is its commitment to seeking out, undertaking, and integrating manufacturing, marketing, R&D, and financing opportunities on a global, not domestic, basis.

英语阅读：国务院决定停止国有股减持

英⽂： China suspends sale of state sharesThe government is giving up plans to sell off state shares in listed companies via the stockmarkets, whose proceeds had been destined to fund the social security system, the China Daily and other state media reported.The China Daily said that the State Council formally cancelled a provisional regulation requiring that listed companies sell state shares via IPOs and additional share offerings.The requirement, however, still applies to Chinese firms seeking an overseas listing, it said."The sale of state-held shares is an important reform move that is moving in the right direction," the newspaper said, citing an official Xinhua news agency quote from a joint spokesperson for the finance ministry and the China Securities Regulatory Commission."(However), it is hard to formulate an appropriate plan that is systematic and widely accepted by the market in a short time," the spokesperson said.The issue of state share sales has been a constant cause of concern in the markets, pressuring prices on the prospect that the government would seek to raise as much money as possible for the underfunding social security system.Analysts quoted by the China Daily said the latest news, which follows several previous halts and modifications to the plans, is likely to boost the markets which have been weakening steadily this year. their weighted average return on net assets for the previous three accounting years is no less than 10 pct, and if their weighted average return on net assets in previous accounting year is no less than 10 pct.When calculating its return on net assets, the company must use whichever figures are lower -- the weighted average return on net assets or the weighted average return after exclusion of extraordinary items.The company may only launch an additional offer if its gearing is above the average level for all listed companies in the same industry.The company must also show that it has achieved 70 pct completion of previous investment projects funded via previous share issues.If a company intends to launch an additional offer in which the quantity of offered shares exceeds 20 pct of the company's existing issued shares, the firm must have the approval of more than 50 pct of the holders of its listed shares.The company must also show that there have been no problems with its management structure over the past year and must show that its accounting policy has been consistent and it does not have large debts.It must also show that it has not deviated by a large degree from investment plans outlined in previous share offer prospectuses.If a company company's earnings drop by 50 pct or more after an additional offer, the offer's main underwriter will have its underwriting business curtailed or suspended.If a company already has approval to launch an additional offer, but does not qualify to launch an offer under the new rules, the firm may switch to launching a rights issue as long as it meets the relevant requirements.中⽂：国务院决定停⽌国有股减持财政部及中国证监会昨天宣布, 国务院已决定, 停⽌在国内证券市场执⾏国有股减持⽅案。

英语专二试题及答案

英语专二试题及答案一、词汇与语法（共20分）1. The new law will come into _______ on the first day of next year.A. effectB. effortC. affectD. afford2. Despite the heavy rain, the match _______ on schedule.A. went offB. put offB. turned offD. took off3. The _______ of the old building has been delayed due to lack of funds.A. reconstructionB. deconstructionC. constructionD. destruction4. She is _______ about her chances of getting the job.A. optimisticB. pessimisticC. realisticD. dramatic5. The _______ of the company's profits has led to a significant increase in the share price.A. growthB. declineC. fluctuationD. stability二、阅读理解（共30分）Passage 1In recent years, there has been a significant increase in the number of tourists visiting historical sites. This has led to concerns about the preservation of these sites, as the influx of visitors can cause damage to the structures and the environment. To address this issue, many countries have implemented measures such as limiting the number of visitors and imposing fines for vandalism.Questions:6. What is the main concern regarding the increase intourists visiting historical sites?A. The cost of maintaining the sitesB. The potential damage caused by visitorsC. The impact on local economiesD. The difficulty in managing large crowds7. What measures have been taken to protect historical sites?A. Increasing the number of guidesB. Limiting the number of visitorsC. Offering special discountsD. Expanding the sites to accommodate more peoplePassage 2The use of renewable energy sources has been gaining popularity worldwide. Governments and individuals alike are recognizing the benefits of clean energy, such as reduced carbon emissions and lower energy costs. However, the transition to renewable energy is not without its challenges, including the high initial costs of installation and the need for ongoing maintenance.Questions:8. What is one of the benefits of using renewable energy?A. Lower energy costsB. Increased carbon emissionsC. Reduced dependence on fossil fuelsD. Greater availability of resources9. What is a challenge faced in the transition to renewable energy?A. The abundance of resourcesB. The high initial costs of installationC. The lack of public supportD. The simplicity of maintenance三、完形填空（共20分）In a small village, there lived an old man who had abeautiful garden. Every day, he would tend to his flowers and vegetables, and his garden was the talk of the town. One day, a young boy from the village asked if he could help the old man with his garden. The old man agreed, and the boy soon became a regular helper. Together, they worked to make the garden even more beautiful.10. Why was the old man's garden so famous?A. It was the largest in the village.B. It was filled with rare plants.C. It was well-maintained and beautiful.D. It was the oldest garden in the village.11. What did the young boy offer to do?A. Sell the old man's produce.B. Help with the gardening tasks.C. Teach the old man new gardening techniques.D. Buy the old man's garden.12. What was the result of the boy's help?A. The garden became neglected.B. The garden became even more beautiful.C. The old man decided to sell the garden.D. The boy became the new owner of the garden.四、翻译（共15分）将下列句子从中文翻译成英文。

24年专插本英语复习题

24年专插本英语复习题一、选择题（每题1分，共20分）1. The meeting was scheduled for 9 a.m., but it was ________.A. postponedB. canceledC. delayedD. rescheduled2. Despite the heavy rain, the marathon was ________.A. continuedB. maintainedC. sustainedD. preserved3. The company has recently ________ a new marketing strategy.A. embarked onB. embarked inC. embarked withD. embarked at4. The professor's lecture was so ________ that many students fell asleep.A. boringB. tiringC. exhaustingD. wearisome5. The government has taken measures to ________ the economicA. alleviateB. mitigateC. ameliorateD. ease6. She ________ her career as a writer after graduating from college.A. embarked onB. embarked inC. embarked withD. embarked at7. The new policy aims to ________ the gap between the rich and the poor.A. bridgeB. spanC. crossD. traverse8. The patient was ________ from the operating room to the recovery room.A. transportedB. conveyedC. transferredD. carried9. The company's profits have ________ significantly over the past year.A. escalatedB. increasedD. grown10. The scientist's research has ________ our understandingof the universe.A. broadenedB. expandedC. widenedD. extended11. The negotiations were ________ due to a lack of consensus.A. stalledB. haltedC. ceasedD. stopped12. The artist's work has ________ a unique style that is easily recognizable.A. acquiredB. obtainedC. achievedD. developed13. The new software has been designed to ________ user experience.A. enhanceB. improveC. optimizeD. refine14. The company's profits have ________ steadily since theintroduction of the new product.A. soaredB. climbedC. risenD. increased15. The team's performance has ________ over the past few months.A. deterioratedB. declinedC. worsenedD. slumped16. The project was ________ due to a lack of funding.A. abandonedB. forsakenC. desertedD. left17. The teacher's explanation was so ________ that it was difficult to understand.A. complexB. intricateC. complicatedD. convoluted18. The company has ________ a new line of products to appeal to a wider audience.A. introducedB. launchedC. initiatedD. started19. The scientist's research has ________ new possibilities for medical treatment.A. opened upB. uncoveredC. revealedD. exposed20. The government has implemented measures to ________ air pollution.A. reduceB. lessenC. decreaseD. diminish二、填空题（每题1分，共10分）21. The ________ of the project will be completed by the end of the year.22. The ________ of the company has been a topic of much debate.23. The ________ of the new policy has been met with mixed reactions.24. The ________ of the old building has been approved by the city council.25. The ________ of the company's profits has been a concern for investors.26. The ________ of the new software has been delayed due to technical issues.27. The ________ of the research has been published in a leading scientific journal.28. The ________ of the team's performance has been a source of pride for the coach.29. The ________ of the negotiations has been hindered by disagreements.30. The ________ of the new product line has been successful in attracting new customers.三、阅读理解题（每题2分，共20分）阅读以下短文，回答31-40题。

labor market segmentation theory and evidence

SEGMENTED LABOUR MARKETS: THEORYAND EVIDENCEMarianthi Rannia LeontaridiUniversity of AberdeenAbstract.This paper examines the possibility of accepting the labour marketsegmentation approach as a valid alternative to the classical and neo-classicalanalysis of labour markets. It consists of three main parts. The ﬁrst part contains ahistorical analysis of both the distant and recent origins of the labour marketsegmentation hypothesis. Part two outlines the central ideas of bothsegmentationalists and radical theorists who attempted to explain the fragmentednature of labour markets and the importance of institutional and social inﬂuencesupon pay, employment and mobility of individual workers between differentlabour market sectors. The third part examines the case for labour marketsegmentation using four alternative techniques and discusses the issue of mobilityamong different labour market segments. It is thereby concluded that the lack ofagreement among the segmented labour market theorists on both theoretical andmethodological issues has prevented them from developing a consistent andconvincing argument based on veriﬁable empirical evidence to validate theirthesis.Keywords.Segmentation; Internal and external markets; Mobility.1.IntroductionThe theory of Segmented Labour Markets (SLM) has been identiﬁed with a group of economists who challenged the classical explanation of the workings of the labour market and argued that both the neo-classical and classical treatment leave unexplained many major labour market policy issues such as the dispersion of wages, and as a result income distribution, unemployment and discrimination. It is this fundamental accusation against the classical theory which lies at the heart of the segmentationalist approach. Insisting upon the fragmented nature of labour markets and the importance of institutional and social inﬂuences upon pay and employment, the segmentationalist approach shifts the emphasis away from the supply side of the labour market and places the focus on the demand side.The thrust of classical economics is the study of maximising behaviour by individuals and ﬁrms. Rational economic agents constantly strive to maximise their economic well-being. In this approach, the maximisation of utility by individuals according to their own assessment of their well-being is ethically desirable and the working of unfettered markets is seen to co-ordinate attempts by individuals to maximise their economic well-being given the objective opportunities open to them.0950–0804/98/01 0063–39JOURNAL OF ECONOMIC SURVEYS Vol. 12, No. 1© Blackwell Publishers Ltd. 1998, 108 Cowley Rd., Oxford OX4 1JF, UK and 350 Main St., Malden,64MARIANTHI LEONTARIDIIn particular, neo-classical labour economics consists of the marginal productivity theory of demand based on proﬁt maximising behaviour of employers and a supply theory based on utility maximisation by workers. The labour-supply theory, in turn, emphasises issues related to: individual productivity, such as decisions on investment in human capital which determines one’s skill or occupation, and leisure choices, which determine the amount of one’s labour supply. The wage structure is then taken as given, differentiated by worker attributes. Moreover, endogenous changes in tastes of individuals and details of the institutional framework of markets are largely ignored.Segmentation theory on the other hand questions the existence of a direct linkage between the productive capacities of an individual and her wage as well as the allocation of that individual across jobs, implicit in the neo-classical and human capital version of labour market theory. In the SLM approach, labour market problems are considered against a dynamic framework in which maximising behaviour, to the extent that it does exist, is relatively unimportant compared to the neo-classical approach. Industrial organisation, product market and technological conditions, managerial control strategies and systems of labour market regulation are all recognised as having an inﬂuence on the structure of jobs and in contrast to the orthodox theory of the labour market, the distinction between ‘good’ and ‘bad’ jobs is not based on individual differences in productivity.1 Instead, as ﬁrms become the main agents structuring the system of employment, emphasis is placed on the development of institutional constraints in relation to pay formation, and the endogeneity of individual tastes.Neo-classical theory assumes that individual workers can freely make a choice among a wide range of job options in the labour market, based upon their personal tastes, preferences, abilities and skills and thereby receive rewards on the basis of their human capital endowments. Segmentation theory on the other hand, argues that the labour market is not a single competitive market, but is composed of a variety of non-competing segments between which rewards to human capital differ because institutional barriers prohibit all parts of the population from beneﬁting equally from education and training. It is argued further that vulnerable groups of workers may become trapped in the lower segment of the labour market thereby limiting severely the mobility of employees between the lower and the upper segment so that excess demand pressures cannot compete away the wage differential. While the secondary sector earnings are inﬂuenced by supply and demand forces, primary sector jobs are insulated from such pressures. Thus the supply side explanations of human capital theory regarding the workings of the labour market are rejected and replaced by a more demand oriented theory.2Hence, what emerges as the crux of the SLM approach is the idea that the labour market segmentation that exists does not correspond to skill differentials in the labour market, but rather institutional rules are substituted for market processes. As a result, competitive pressures to equalise wage differentials are absent.SEGMENTED LABOUR MARKETS65 2.Theoretical development: a historical perspectiveThe segmentationalist approach has both a recent and a distant history. Its recent origins, which shall be examined later, go back to the 1960s when the persistence of poverty appeared to be the most important social problem motivating the SLM economists (Piore, 1970). Empirical ﬁndings of urban labour, poverty and unemployment in the USA in the 1960s were focused on the persistence of income inequality (Thurow, 1975) despite signiﬁcant increases in governmental social welfare expenditures and a variety of anti-poverty and training programmes (Gordon, 1972). Focusing on the ghetto labour markets Gordon stated:… the government became increasingly concerned with those central city areas in which unemployment rates remained especially high in the midst of general prosperity… For many workers in the ghetto…problems like low wages, job instability, menial work, low skills, poor worker motivation, discrimination, poor job information and inadequate job access seemed equally to demand attention. If you had one problem, you were likely to suffer from some of the others as well… (Gordon, 1972)However, in a longer perspective, the segmentationalist approach may be seen as a continuation of older debates. More especially, it may be traced back to Cairnes, John Stuart Mill and Pigou who, dissatisﬁed with Adam Smith’s competitive conception of the labour market, argued in favour of institutional realities which defy the workings of the competitive labour market. The American Institutionalist school of thought in the early 1900s was built upon this tradition and developed the so called ‘structuralist’ and ‘balkanised’ models of the labour market. (Dunlop, 1957; Kerr, 1954)2.1.Adam Smith: Of the wages of labourAdam Smith focused on the discussion of ‘equilibrium wage differences’, by which he meant the wage premiums occasioned by certain conditions of employment, while Cantillon was the ﬁrst writer to broach the subject in a systematic way. Cantillon maintained that workers similarly trained and similarly endowed in every other respect will nevertheless earn more or less according to the degree of time and expense in acquiring skills, the degree of risk in employment and the extent of trust required of employees.In the Wealth of Nations (Book I, Chapter 10, Part I) Smith provided the arguments for wage differentials based on ‘compensating differentials’. According to him wages vary:1)in inverse proportion to the agreeableness of the employment2)in direct proportion to the cost of learning the business3)in inverse proportion to the constancy of employment4)in direct proportion to the trust that must be placed in the employee and5)in inverse proportion to the probability of success.66MARIANTHI LEONTARIDIHowever, what is frequently overlooked is the fact that despite his adherence to arguments supporting the competitive workings of the labour market to equalise wage differentials, Adam Smith recognised that certain institutional constraints exist which might foster pay inequalities among individuals who are initially endowed with the same skills. In particular, he argued that apart from the inequalities arising from the nature of the employments themselves, as outlined brieﬂy above, other inequalities may arise. Smith explained that the laws and regulations concerning the apprenticeship system and the practices of what he called an ‘incorporated trade’ were a serious impediment to labour mobility either within the same establishment or from one establishment to another similar one. As a result, competitive pressures to equalise wage differentials may prove to be absent.The statute of apprenticeship obstructs the free circulation of labour from one employment to another, even in the same place. The exclusive privileges of corporations obstruct it from on place to another, even in the same employment. It frequently happens that while high wages are given to the workmen in one manufacture those in another are obliged to content themselves with bare subsistence. (Smith, 1910, p. 122)2.2.The theory of non-competing groups in the labour market: John Stuart Mill’s and John Cairnes’ criticisms of Adam Smith’s conception of the labour market. Arguments regarding the functioning of the labour market have been long-standing. The main disagreement is in respect to wage determination with Smith, as the forerunner of the neo-classical school, emphasising the competitive nature of the labour market and Mill and Cairnes arguing in favour of institutional rules substituting for market processes. Both of the above emphasised the existence of non-competing industrial groups as a feature of the labour market. Cairnes wrote: What we ﬁnd, in effect, is not a whole population competing indiscriminately for all occupations, but a series of industrial layers, superposed on one another, within each of which the various candidates for employment possessa real and effective power of selection, while those occupying the severalstrata are, for all purposes of effective competition, practically isolated from each other. … [T]he average workman, from whatever rank he be taken,ﬁnds his power of competition limited for practical purposes to a certain range of occupations, so that, however high the rates of remuneration in those which lie beyond may rise, he is excluded from sharing them. We are thus compelled to recognise the existence of non-competing industrial groups as a feature of our social economy. (Cairnes, 1874, pp. 66 & 68)A new class of considerations was then opened which was hardly taken into account before by Adam Smith and other political economists. Mill analysed the effects of education and social class as being the determinants of ‘pre-market segmentation’ resulting from characteristics or attributes acquired by workersSEGMENTED LABOUR MARKETS67 prior to entering the workforce. With reference to Adam Smith’s ‘compensating differentials’ Mill argued:…it is altogether a false view of the state of facts to present this as a relation which generally exists between agreeable and disagreeable employments…the more revolting the occupation, the more certain it is to receive the minimum of remuneration, because it devolves on the most helpless and degraded, on those who from squalid poverty, or from want of skill and education, are rejected from all employments… the inequalities of wages are generally in an opposite direction to the equitable principle of compensation erroneously represented by Adam Smith as the general law of remuneration of labour. (Mill, p. 388)In other words, the existence of non-competing groups means that competition will not bring into equality the rates of return on different forms of human capital investment as Smith and the neo-classicals suggest. Moreover, Mill’s reference to the entrapment of the disadvantaged workers in undesirable occupations reﬂects a concern with factors that might cause ‘in-market segmentation’, i.e. inequality generated as a result of market processes. The existence of certain labour market institutions, such as the restrictive practices of the guild system, has severe consequences in that it may establish and renew immobility between the different sectors of the work force.So complete, indeed, has hitherto been the separation, so strongly marked the line of demarcation between the different grades of labourers, as to be almost equivalent to a hereditary distinction of caste; each employment being chieﬂy recruited from the children of those already employed in it, or in employments of the same rank with it in social estimation, or from the children of persons who, if originally of a lower rank, have succeeded in raising themselves by their exertions. (Mill, p. 393)2.3.Pigou: a classical view on segmentationWriting in 1944, Pigou, one of the most eminent classical economists, concluded that often labour markets failed to clear, as the classical competitive model indicated, implying thereby, that workers might not always be engaged in ‘thorough-going competition’ for jobs. The reasons Pigou outlined to support his ideas were primarily of an institutional nature and although he presented factors such as trade unionism and the availability of unemployment compensation, as some of the main obstacles to the classical functioning of the labour market, here we shall concentrate upon his views on labour market segmentation.Pigou realised that labour markets are segmented, not only due to mere skill differentials, experience and competence, as these deﬁne purely the heterogeneous nature of labour as a factor of production, but also due to the restricted movement of labour between and within industries. He argued that many ‘centres of production’ exist within the labour market and the observed immobility of labour68MARIANTHI LEONTARIDIbetween those centres was the result of ties that the workers developed with respect to the locality of the centre, its specialisation or the jobs available within it. ‘…labour is not perfectly mobile among centres of production, but speciﬁed numbers of work-people are tied to the several centres as the result, maybe, of historical accident.’ (Pigou, 1945, p. 19)Nevertheless, even in such a segmented labour market, the presence of thorough-going competition within each centre, the segment, would clear the market, although it would not be able to compete away wage differentials between the different segments for otherwise identical workers. ‘…thorough-going competition among wage-earners would secure that full employment was established everywhere except in centres where, in order to establish it, wage rates would need to be nil or negative. … there will be full employment, but divergent wage rates.’ (Pigou, 1945, p. 19)It is obvious therefore, that Pigou clearly understood the importance of institutional factors responsible for obstructing the competitive workings of the classical labour market.2.4.The American Institutionalist School of the 1940’s and 1950’sThe American Institutionalist school of thought could be regarded as the interim stage between the recent and distant origins of the SLM approach. Their argument was that labour markets did not function in line with the equilibrium analysis of the day, but their operation was inﬂuenced by the complexity of the modern economy and determined by the contemporary institutional establishments, such as large bureaucratic corporations and unions.Dunlop (1957) talked in terms of ‘the institutional study of the decision making process, internal to a management organisation or a union…’. He introduced the concepts of ‘job clusters’ within ﬁrms and ‘wage contours’ across the labour market, as being the mechanisms seeking to relate an internal wage structure corresponding to the internal labour market (ILM), produced by the large ﬁrm or the union and an external wage structure corresponding to the external labour market.Kerr (1954) wrote in terms of ‘institutional markets’ whose ‘dimensions are set not by the whims of workers and employers but by rules, both formal and informal’. In contrast to Fisher’s (1953) ‘structureless market’, Kerr identiﬁed ﬁve distinct sources producing barriers, which divide the labour market into distinct compartments:(1)the preferences of individual workers(2)the preferences of individual employers(3)the actions of the community of workers(4)the actions of the community of employers and(5)the actions of government. (Kerr, 1954, p. 96)The result is a ‘Balkanised’ labour market where institutional rules set well-deﬁned boundaries between its ‘internal’ and ‘external’ components. The ILM isSEGMENTED LABOUR MARKETS69 an administrative unit, the pricing and allocation of labour being determined by a set of administrative rules and procedures. In the external market, pricing and allocation are determined by supply and demand. (Kerr, 1954, p. 102)The above neoinstitutionalist theories supporting the existence of an ILM were used by the segmentationalists of the 1970s, 1980s and l990s as a building block for constructing the recent SLM approach. However, different writers saw labour market segmentation under a different perspective and delineated segments in the labour market by using different rules. It would thus be useful to examine next all these proposed sources of segmentation and identify the proponents of these theories.3.Sources and descriptions of segmentationThe contemporary segmentationalist literature is highly varied. Analyses differ with respect to the delineation of segments and also the associated sources of segmentation. However, straddling these differences is the emphasis placed on the existence of the within-ﬁrm labour market as the central decision making body for issues such as hiring contracts, pay, job rewards and on-the-job training, which is relatively shielded from the external spot market. Hence the main empirical hypothesis of the SLM approach is that observed wage differentials are not a result of underlying skill differentials, but rather a direct consequence of the ‘dual’nature of the labour market.The neo-classical theory of labour markets yields predictions about wages and employment by concentrating on supply side variables and making a minimal number of assumptions. Emphasis is placed on public investments in general training as well as on private investments in speciﬁc training (Becker, 1964). As a result, human capital explanations of wage inequality have focused on the heterogeneous nature of workers, which most commonly tends to include differential investments in human capital, as the primary cause of wage differentials (Mincer, 1974). In other words, one worker may earn more than another in the labour market because he is more highly educated or skilled, while workers with certain skills will be paid higher wages than others with minimum or no skills within the same ﬁrm simply because their skills are translated into higher marginal productivity. Moreover, higher wages are paid to workers found in jobs with unattractive job attributes, such as monotony or high probability of accident occurrence in order to offset those attributes.In contrast, in the SLM literature duality in the labour market implies that all jobs belong to either the ‘primary sector’ or the ‘secondary sector’ of the labour market. The primary sector contains all the ‘good’ jobs, normally to be found within ﬁrms with internal labour market structures, where institutional rules are substituted for market purposes. Those jobs are characterised by high negotiated wages, economic security and rapid turnover leading to career advancement. The secondary sector on the other hand, contains the ‘bad’ jobs which are typically unskilled, offer no regular career ladders and wage rates are low and determined competitively.70MARIANTHI LEONTARIDIThis section will therefore propose to outline the central ideas of several new theories attempting to explain the fragmented nature of labour markets and the importance of institutional and social inﬂuences upon pay and employment.3.1.Piore, Doeringer and Piore and the dual theoryBuilding upon the work of Kerr and Dunlop, on the concepts of internal and external labour markets, Doeringer and Piore developed the ILM theory into a useful analytical instrument in order to outline the basic ideas of labour market duality and deal with the variety of policy concerns of the 1960s, such as structural unemployment, technological change, racial discrimination and the employment and training of the ‘disadvantaged’ workers. The ILM therefore represents the integration of a wide range of ideas on labour market structure, labour mobility and wage determination and was thereby deﬁned as:… an administrative unit, …, within which the pricing and allocation of labour is governed by a set of administrative rules and procedures. The internal labour market governed by administrative rules, is to be distinguished from the external labour market of conventional economic theory where pricing, allocating and training decisions are controlled directly by economic variables. These two markets are interconnected however and movement between them occurs at certain job classiﬁcations which constitute ports of entry and exit to and from the internal market. (Doeringer and Piore, 1971, p. 2)Piore (1975) and later Rebitzer and Taylor (1991), argued that labour market segmentation is a response to ﬂux and uncertainty in a market containing an idiosyncratic factor of production. In particular, the primary sector is organised so as to shelter workers and ﬁrms from that uncertainty. Doeringer and Piore outlined two important factors responsible for the emergence of an ILM structure. The ﬁrst is based on the notion of skill speciﬁcity. This entails the increased training, recruitment and screening costs incurred by the employer in order to ﬁll those vacancies with a high skill content with the appropriate candidates. In other words, as skills become more speciﬁc, employee training becomes more specialised and demanding, thus encouraging the employer to invest in expensive recruitment and screening methods in order to minimise turnover and thereby reduce costs.The second factor is custom or customary law within which notions of ‘equity’and ‘fairness’ are expressed through an unwritten set of rules based largely upon past practice or precedent. The device of such notions is deemed necessary if a cordial industrial relations climate is to prevail and stability of employment, a central feature in the ILM structure, is to be encouraged.For Doeringer and Piore (1971, p. 40) stability of employment is the most prominent feature of the ILM. The introduction of career ladders3 and mobility chains, on-the-job training, pension schemes, rewards and discipline systems and the exercise of strict managerial control over the workforce are designed to build aSEGMENTED LABOUR MARKETS71 stable and loyal core personnel. Stability brings along rigidity and irreversibility in the administrative rules, which in turn creates solid and cohesive ILM structures, which are favoured by employers because they reduce the costs of turnover among workers who have been provided with enterprise-speciﬁc skills.4Having developed a more detailed ILM theory than their predecessors, Doeringer and Piore, attempted to link it to the ‘Dual Labour Market’ theory, which had emerged through the writings of a group of economists, such as Harrison (1972), Averitt (1968) and Bluestone (1970), to explain the persistence of urban poverty and unemployment in the USA despite the introduction of training programmes to increase the human capital of the disadvantaged workers as proposed by orthodox economists. The theory postulates a dichotomisation of the labour market over time, into two separate sectors, ‘primary’ and ‘secondary’. The primary sector is seen as being composed of a series of well-developed ILMs (Doeringer and Piore, 1971, p. 167). The internal labour market in the primary sector does not function primarily along proﬁt-maximising lines. Rather institutional rules are substituted for market processes. The employment relations of a representative ﬁrm in the high-wage sector are structured and governed by formal rules, set mostly by trade unions, and informal rules which together cover the content and wage rate attached to each job, hiring requirements, promotion opportunities as well as the organisational structure that ties jobs together. As a result the ILM is protected against external wage pressures and most importantly for the SLM theory, mobility between the two markets is limited to the extent that excess demand pressures cannot compete away the wage differentials. Hence jobs in the primary sector appear to exhibit characteristics such as high negotiated wages, great promotion possibilities, good working conditions, equity and employment stability. Jobs in the secondary sector of the labour market, on the other hand, are those outside ILMs, those in poorly developed ILMs, which possess formal internal structure but also many entry ports, short mobility clusters and low-pay work, and those in well developed ILMs which however are not attached to formal promotion lines. (Creedy & Whitﬁeld, 1988, p. 259). Thus, on the whole, secondary jobs tend to have low pay, little possibility for advancement, poor working conditions, high labour turnover and often harsh or arbitrary discipline.Moreover, in terms of distinctions made between workers in the two sectors, their approach implies that those are parallel to the ones made between jobs. In particular, workers in the secondary sector relative to those in the primary sector:‘… exhibit greater turnover, higher rates of lateness and absenteeism, more insubordination, and engage more freely in petty theft and pilferage. Disadvantaged workers are conﬁned to the secondary market by residence, inadequate skills, poor work histories and discrimination.’ (Doeringer and Piore, 1971, pp. 165–166)Dualism in Piore’s opinion seems to be primarily manifested in the industrial structure of the economy and emphasis is hence placed on the demand side as opposed to the supply-side focus of neo-classical economics on worker attributes. Firms facing stable product demand tend to create primary conditions for72MARIANTHI LEONTARIDIemployment. The reason for this is to be found in the skill speciﬁc nature of labour which becomes a ‘quasi-ﬁxed factor of production’ due to the huge ‘sunk’costs invested in the specialised training of the ﬁrm’s employees. It is only those ﬁrms faced with stable product demand that can afford large investments in modern capital intensive up-to-date technologies, which in turn create the need for high skill speciﬁcity on the part of employees, generating thereby, ILM structures. In contrast, those ﬁrms experiencing variable demand for their products, will tend to engage in labour intensive production techniques, avoiding the sunk costs of capital investment and labour training. Thus the dichotomy develops for the same reason that gives rise to ILM structures: that is cost minimisation.However, later on Piore suggested redeﬁning the primary sector as being composed of two segments, or tiers as he called them, the upper and the lower. The upper tier of the primary sector consists of professional and managerial jobs which involve high pay and status, great opportunities for advancement, but also high mobility and turnover patterns, which normally tend to describe those in the secondary sector. On the other hand, workers in the lower tier tend to have, in comparison to those in the upper tier, lower average pay, less opportunities for promotion and more rigid administrative rules and procedures for wage setting and labour allocation. Piore then uses this new redeﬁned theory of labour market segmentation in an attempt to link labour market structures to socio-economic subclasses in the society. Therefore in order to prove that socio-economic movement in our society is not random but occurs through set regular channels, Piore uses the concept of ‘mobility chains’ to describe those channels.The points along a mobility chain may be termed stations: they generally include not only jobs but also other points of social and economic signiﬁcance.Thus people in a given job will tend to be drawn from a limited range of schools, neighbourhoods, and types of family backgrounds; and conversely, people leaving the same school or neighbourhood will tend to move into one ofa limited set of employment situations. (Piore, 1975, p. 128)Class based segmentation may then offer not only an explanation for the labour market segmentation but also for the relative immobility between segments suggested by the dualists. Disadvantaged workers become conﬁned to the secondary sector, not because of any difference in ability or skills but because of the negative feedback they get from interacting with people of their own class only and hence suffering from the impact of institutional forces on them, such as discrimination.The dual labour market theory is most applicable to blacks in urban slums, these workers seem to be trapped in a world where all of the segments of their life reward a single set of behavioural traits and offer a single set of behavioural models. To attempt to change one component of that setting by opening primary jobs may not be enough, since other aspects of their lives continually pull them back to secondary behavioural traits. (Doeringer and Piore, 1971, p. 180)。

Sentence & Punctuation & Capitalization

NASA SP-7084 Grammar, Punctuation, andCapitalization A Handbook for Technical Writers and EditorsMary K. McCaskillLangley Research CenterHampton, VirginiaPreface Page iiiPrefaceThe four chapters making up this reference publication were originally written as part of an ongoing effort towrite a style manual for the Technical Editing Branch of the NASA Langley Research Center. These chapterswere written for technical publishing professionals (primarily technical editors) at Langley. At the urging of my branch head, I am making this part of the style manual available to the technical publishing community.This publication is directed toward professional writers, editors, and proofreaders. Those whose profession liesin other areas (for example, research or management), but who have occasion to write or review others' writing will also find this information useful. By carefully studying the examples and revisions to these examples, you can discern most of the techniques in my editing "bag of tricks"; I hope that you editors will find these of particular interest.Being a technical editor, I drew nearly all the examples from the documents written by Langley's research staff. I admit that these examples are highly technical and therefore harder to understand, but technical editors and other technical publishing professionals must understand grammar, punctuation, and capitalization in the context in which they work.In writing these chapters, I came to a realization that has slowly been dawning on me during my 15 years as a technical editor: authorities differ on many rules of grammar, punctuation, and capitalization; these rules are constantly changing (as is our whole language); and these rules (when they can be definitely ascertained) sometimes should be broken! Thus much of writing and editing is a matter of style, or preference. Some of the information in this publication, particularly the chapter on capitalization, is a matter of style. Langley's editorial preferences are being presented when you see the words we prefer, "we" being Langley's editorial staff. I do not intend to imply that Langley's style is preferred over any other; however, if you do not have a preferred style, Langley's editorial tradition is a long and respected one.I wish to acknowledge that editorial tradition and the people who established it and trained me in it. I am also grateful to Alberta L. Cox, NASA Ames Research Center, and to Mary Fran Buehler, Jet Propulsion Laboratory, for reviewing this document.Chapter 2. Sentence Structure2.1. Sentence Structure and Effective writingEffective writing involves far more than following rules of grammar. There is a craft to creating phrases, sentences, and paragraphs that ensure communication. An editor, with the vantage point of a reader, can contribute to this craft by looking for opportunities to improve sentence structure.2.2. Subjects and VerbsA sentence can make three types of statements:• A subject does something (active verb)Researchers write reports.• A subject has something done to it (passive verb)The reports are reviewed by editors.• A subject is equal to something else (linking verb)Reports are Langley's research product.In all three types of sentences, the subject and verb are the most important elements. Since the subject and verb are the most important elements in a sentence, improving their relationship, clarifying the subject, or making the verb more vigorous will improve the sentence.2.2.1. Clarify SubjectThe importance of subject and verb may be an elementary idea, but the writer of the following sentences has surely forgotten it:An indication of probable asymmetric throat area reduction between the upper and lower throats ofthis nozzle during reverse thrust operation is shown by the jet-lift coefficients presented in figure28.At NPR < 4, there is a large reduction in discharge coefficient due to reverse thrust operation,indicating a decrease in the effective throat area for the nozzle.The subject of a sentence should be expressed with clear, concrete words; and in technical documents, it usually is. However, this clearly expressed topic of the sentence is often not the grammatical subject. In the first samplesentence, indication is not the true subject; in the second sample, the subject and verb positions have been wasted by an indirect construction, there is.Effective Revenue Writing 2 (Linton 1962) suggests that the real subject of a sentence can be found by identifying the real action in the sentence; the subject is then either receiving the action or preferably performing it. In the first sample sentence, identify the action. From among the several words of action (indication, reduction, operation, is shown, presented), indication seems most important. Two revisions come to mind when indicate becomes the main verb:Asymmetric throat area reduction between the upper and lower throats of this nozzle duringreverse thrust operation is probably indicated by the jet lift coefficients presented in figure 28.The jet lift coefficients presented in figure 28 indicate a probable asyrnmetric throat area reductionbetween the upper and lower throats of this nozzle during reverse thrust operation.Which sounds best? The second revision, with an active verb close to its subject, is certainly easier to read. Out of context, it is preferable. Context affects the choice of subject. For good transition from one sentence to another, the subject of a sentence should relate to the previous sentence.Now consider the second sample sentence, containing the indirect construction. The expletive there forces the true action of the sentence, indicating, into a participial construction. Making indicate the main verb results in At NPR < 4, a large reduction in discharge coefficient due to reverse thrust operation indicates adecrease in the effective throat area for the nozzles.Another indirect construction involves the pronoun it:Indirect It appears that grain refining improved the toughness ofmaraging steels.Better Grain refining seemed to improve the toughness ofmaraging steels.Indirect It is obvious that a blackbody laser is feasible as a spacepower system.Better Obviously a blackbody laser is feasible as a space powersystem.As with any valid grammatical construction, indirect constructions sometimes serve a function, but many grammar and writing books criticize them as being wordy (see section 2.4.1) and unnecessary. Rowland (1962) states that "expletives serve only to mark time until the true grammatical subject appears." In Tichy and Fourdrinier's (1988) opinion, as well as in Rowland's, indirect constructions can be ambiguous. Such idioms as "it is known" or "it is believed" indicate general knowledge or belief:It is believed that this is a nozzle-aspect-ratio effect.In most technical writing, these constructions refer to the author's belief or knowledge. Perhaps a personal pronoun is appropriate (see section 1.3.2):We believe that this back pressure increase is a nozzle-aspect-ratio effect.Note the change in the subordinate clause of this sentence. Demonstrative pronouns (this, these, that, or those used as nouns) with "broad reference" (Ebbitt and Ebbitt 1982) can be undesirable and ungrammatical when their antecedent is not clear (see section 1.3.1):Poor Mass flow rate increased in the cove. This resulted inincreased cove gas temperature.Better The increasing mass flow rate in the cove increased covegas temperature.Please do not insert stock abstract words such as result, effect, or apparatus after every demonstrative pronoun. Remember that the subject of a sentence (or clause) should be clear and concrete and should relate to previous ideas.2.2.2. Make Verbs VigorousThe only words capable of expressing action are verbs and their derivatives. Invigorating verbs will make writing more concise and easier to read. In the following phrases, the action of the verb reduce is progressively deemphasized:Active voice If we reduce drag, . . .Passive voice If drag is reduced, ...Verbal With reduced drag, ...Verb-derived noun With reduction of drag, . . .Weak verbsOne of the most common causes of weak verbs has already been discussed; when the real verb of a sentence becomes the subject, a weaker verb must be substituted:Poor A comparison of lift coefficients for the two configurationsis presented in table II.Better Lift coefficients for the two configurations are compared intable II.Poor The agreement between calculated and experimental heatingrates was within 30 percent.Better Calculated and experimental heating rates agreed to within30 percent.Poor Asymmetric throat area reduction between the upper andlower throats occurred during reverse thrust operation.Better Throat area decreased asymmetrically between the upperand lower throats during reverse thrust operation.Another method of weakening verbs is to hedge with such words as might, may, seem to, appear to, or tend to. Hedges not only weaken the verb, as they are meant to, but also imply indecision on the part of the author. They should not be overused (see section 2.4.1).Active versus passive voiceAs discussed in section 1.4.3, writing authorities overwhelmingly prefer active voice to passive voice. However,Tichy and Fourdrinier (1988) list five situations when passive voice is appropriate:• When the actor is unimportant, not known, or not to be mentioned• When the receiver of the action should be emphasized• When the sentence is abrupt in active voice• When variety is needed in an active voice passage• When a weak imperative is neededAlthough the first two items justify much of the passive voice in technical documents, the converse of the fourth item must also be considered. In our passive voice reports, an occasional active voice sentence is needed for variety. (Tichy and Fourdrinier 1988 also discuss the importance of sentence variety to good style.) Thus editors should watch for sentences that could appropriately be revised to active voice:Passive The dependence of n on Mach number was reduced athigher Reynolds numbers.Active The dependence of n on Mach number decreased at higherReynolds numbers.Or Increasing Reynolds number reduced the dependence of non Mach number.Passive The reduction in discharge coefficient is probably caused byan increase in back pressure.Active An increase in back pressure probably causes the reductionin discharge coefficient.Passive Pressures and cold-wall heating rates, normalized withrespect to wing surface conditions, are shown in figures 2and 3.Active Figures 2 and 3 show pressures and cold-wall heating rates,normalized with respect to wing surface conditions.The active version of the last example ascribes a human ability (to show) to an inanimate object (figure), a rhetorical device commonly called personification. Rowland (1962) states, "Personification, if not overdone, is an effective means of conferring vigor and emphasis. . . and affords relief from excessive use of passive voice." Bernstein (1981) agrees, but both caution against ludicrous attributions (called pathetic fallacy); for example,Path. fallacy Nonessential loads can take advantage of voltage regulation,but essential loads cannot.Better For nonessential loads, designers can take advantage ofvoltage regulation, but for essential loads, they cannot.Linking verbs also can sometimes be converted to active voice:Linking verb The velocity and density sensitivities are both dependent onMach number.Active The velocity and density sensitivities both depend on Machnumber.VerbalsActive writing does not require active voice, since there are other types of active constructions (Linton 1962): Prepositional phrase:methods for reduction of...Gerund phrase:methods for reducing...Infinitive phrase:methods to reduce...The emphasis on the action increases from the prepositional to the gerund phrase and from the gerund to the infinitive phrase.2.2.3. Improve Subject-Verb RelationshipThe subject and verb should be the most important elements of a sentence. Too many modifiers, particularly between the subject and verb, can over-power these elements. If modifiers are more interesting and active than the sentence itself (subject-verb-object), the action of at least some modifiers should be transferred either to the main verb or to a new sentence or independent clause:Poor The test medium is the combustion products of methane andair, which are produced in a high-pressure combustor,expanded through an axisymmetric contoured nozzle, anddiffused and pumped from the test section to the atmospherethrough an annular air ejector.Better The test medium, the combustion products of methane andair, is produced in a high-pressure combustor, expandedthrough an axisymmetric contoured nozzle, and diffusedand pumped from the test section to the atmosphere throughan annular air ejector.Or The test medium is the combustion products of methane andair. These gases are burned in a high-pressure combustor,and the combustion products are expanded through anaxisymmetric contoured nozzle and diffused and pumpedfrom the test section to the atmosphere through an annularair ejector.When placed between the subject and verb, too many modifiers can ruin the continuity of the sentence. A reader may not be able to recall the subject by the time the verb comes along. Adverbial modifiers can often be moved, but adjective phrases and clauses present a special problem because they cannot wander far from the noun that they modify:Pressures that were sensed at discrete locations such as in the cavity just behind the seal, at thebulkhead, and at the base of the elevon and ramp are also given.When a long adjective phrase or clause intrudes between the subject and verb, four choices for revision are available:• Shorten the intervening adjective:Pressures sensed at discrete locations, such as at the bulkhead, are also given.• Invert the subject and verb:Also given are pressures that were sensed at discrete locations such as in the cavity just behind theseal, at the bulkhead, and at the base of the elevon and ramp.Inverting a sentence drastically changes emphasis and often sounds artificial.• Place the verb between the subject and the adjective if the verb phrase is short and modification is clear: Pressures are also given which were sensed at discrete locations such as in the cavity just behindthe seal, at the bulkhead, and at the base of the elevon and the ramp.We realize that it is ungrammatical to place a verb between a relative clause and its antecedent. Effective Revenue Writing 2 (Linton 1962) condones this infraction as long as modification is clear.• Change the adjective clause to an adverbial phrasePressures are also given for discrete locations such as in the cavity just behind the seal, at thebulkhead, and at the base of the elevon and the ramp.Changing adjectives to adverbs often changes meaning.2.3. ParallelismParallelism is an important and often neglected syntactic consideration. To quote Tichy and Fourdrinier (1988),A major device for sentence emphasis is parallel construction. Equal thoughts demand expressionin the same grammatical form. Repetition of structure within a sentence is a most effective devicefor making the long sentence easy to read, and repetition of structure in two or more sentencesconnects them. An understanding of parallelism is therefore essential for emphasis and coherence.When should sentence elements be parallel and how do we make them so? When two or more ideas are logically equal, they should be made parallel by writing them in the same grammatical structure. Grammatically, words are equal (parallel) to words, phrases to phrases, subordinate clauses to subordinate clauses, and independent clauses to independent clauses. Parallel grammatical elements are also called "coordinate."Logic dictates the use of parallelism, or coordination. For example, the two coordinate clauses in the following sentence are not logically equal:The compressor may be operated in the compression mode and then the flow is expelled from theanechoic room to the test duct.This sentence calls for subordination, not coordination:When the compressor operates in the compression mode, the flow is expelled from the anechoicroom to the test duct.Except for coordinate clauses, such as the example above, sentence elements that are not logically parallel are rarely found in parallel construction. However, logically parallel ideas are often not written in grammaticallyparallel structure.2.3.1. Connectives Requiring ParallelismEffective Revenue Writing 2 (Linton 1962) lists four types of connectives requiring parallelism coordinate conjunctions (and, or, but), correlative conjunctions (either . . . or, both . . . and, not only . . . but also), conjunctive adverbs (therefore, otherwise,however), and the semicolon used to connect independent clauses. Coordinate conjunctions probably provide the most opportunities to use parallelism. As discussed in section1.8.1, they join words, phrases, and clauses of equal grammatical rank. Coordinate clauses joined by a coordinate conjunction should be logically equal. Similarity in grammatical structure, if possible, is also a good idea. For example, the voice of the verb might be kept the same:Acceptable The mixing noise is the dominant component of thespectrum, but the background noise peaks at a highfrequency.Better The mixing noise dominates the spectrum, but thebackground noise peaks at a high frequency.Correlative conjunctions demand strict parallelism: Both elements of the correlative must be followed by the same part of speech (see section 1.8.1).Independent clauses joined by conjunctive adverbs or simply by a semicolon should also be logically coordinate; however, grammatical parallelism is an option to be used for emphasis or contrast:In the compression mode, the duct serves as an eductor; in the exhaust mode, it serves as an inductor.2.3.2. ItemizationAs mentioned earlier, repetition of structure is effective in making long sentences easy to read. Itemization is another important device for making a sentence containing several long parallel elements easy, perhaps possible, to read. Itemization can also be used to emphasize the individual parallel elements.Itemization is a special form of parallelism. The introductory phrase or clause leading into the list should read logically into each item:The test indicated1.That continuous thermal exposure degraded the strength of the composite material.2.That cyclic thermal exposure did not degrade the strength of the composite material.In the above example, the common element, that would usually be included in the introductory clause: "The test indicated that."In an itemization, all items must be the same grammatical construction, for example, all prepositional phrases, all noun phrases, or all complete sentences:Poor Continuous cyclic exposure resulted inThe matrix diffusing to the reaction layer 1.Degradation of the strength of the composite 2.materialBetter Continuous cyclic exposure resulted inDiffusion of the matrix to the reaction layer 1.Degradation of the strength of the composite 2.materialPoor The investigation was conductedTo determine mechanisms causing strength1.degradation Because the rate of degradation varied widely2.depending on the composite matrixBetter The investigation was conductedTo determine mechanisms causing strength1.degradation To explain the wide variation in degradation rate for 2.various composite matrixes 2.4. Brevity and ConcisenessTechnical writing should be concise, free of redundancy and unnecessary detail. Minimizing the number of words to achieve brevity does not necessarily result in conciseness and may destroy the emphasis, the pace, and perhaps the meaning of a passage. However, wordiness seems to be a common fault of technical writing, and editors should delete unnecessary or redundant words.2.4.1. WordinessMany reference books contain sections containing lists of wordy, redundant, or trite expressions (for example, Skillin et al. 1974, p. 407ff; and Rowland 1962, chapter XIV). We suggest that writers and editors occasionally peruse such lists in order to remain sensitive to unnecessary wordiness. Tichy and Fourdrinier (1988) classify seven types of common wordiness and list numerous examples of each:• Tautology, the unnecessary repetition of an ideaac currentOmit current 20 sec in durationOmit in duration close proximityOmit close in the range of 1to 10Replace in the range of with from• Dilute verbs (see section 2.2.2)are found to be in agreement Use agreeanalyses were made Use analyzemake adjustments to Use adjustgive consideration to Use considertake measurements of Use measure• Hiccups, superfluous prepositions and adverbsof from Omit ofcall for Use demandenter into Omit intoin between Omit ininside of Omit ofgo on with Use continue• Roundabout constructionsPoor There are three distinct flow characteristics in thesephotographs.Better These photographs show three distinct flow characteristics. Poor It might be expected that there would be some flowseparation.Better Some flow separation might be expected.Poor It appears that the flow field over the nozzles is complex. Better The flow field over the nozzles appears to be complex. Poor It was shown in reference 1 that...Better Reference 1 showed that...Or Hathwell (ref. 1) showed that...• Hedging and intensifyingHedge Lift tends to increase with angle of attack.Better Lift increases with angle of attack.Hedge This alloy appears to be a candidate material for...Better This alloy is a candidate material for...• Unnecessary intensifiersmore dominantquite impossiblevery unique• Pointless words and phrasesIt is interesting to note thatIt might be stated thatIn the case when• False elegancea majority of Use most (unless over 50% is meant)due to the fact that Use becausein close proximity Use nearwith the exception of Use except2.4.2. Shortening TextOccasionally, a passage may be wordy, to the point of being difficult to read, or it may exceed a limiting number of words (for example, NASA limits abstracts to 200 words). Linton (1962) suggests five ways to economize:• Reduce syntactic weight by subordinating sentences, changing subordinate clauses to phrases, and reducing phrases to adverbs and adjectives:Any ash that was not carried into the stratosphere moved toward the northeast into a bank ofmammatus clouds. Mammatus clouds have downward accelerations and upward velocities. Theythus allow the larger particles to drift downward.Any ash not carried into the stratosphere moved northeasterly into a bank of mammatus clouds.The downward acceleration and upward velocity of these clouds allowed the larger particles todrift downward.• Avoid redundant and roundabout phrases (see section 2.4.1).• Avoid passive voice (see section 2.2.2).• Prefer active verbs to verbs expressing state of being, that is, linking verbs and such words as appear and seem.• Combine ideas of several sentences into one. Of course, avoid long, confusing sentences; but many short, simple sentences waste words:There were three distinct flow characteristics. Ahead of the wing, a bow wave of water dropletswas observed. On the wing surface, a continuous water film formed. Between 16.7 and 41.7percent of the chord, the film broke down into discrete runoff streams.The three observed flow characteristics were a bow wave of water droplets ahead of the wing, acontinuous water film on the wing surface, and discrete runoff streams beginning at 16.7 to 41.7percent of the chord.2.4.3. Shortening TitlesConciseness is especially important in titles; a short title improves the appearance of the cover and a precise title indicates what readers can expect to find inside the cover. Brevity and preciseness must be balanced so that in a minimum number of words, the title is correct (it presents the topic of the paper), complete (it expresses the limitsof the paper), comprehensible (potential readers will understand it), and concise (it is as efficient as possible).A title which passes this evaluation (from Rathbone 1985) may be anything but brief. Rathbone also suggests that titles be shortened by deleting familiar phrases which concern reporting or information gathering. Such phrases as An Investigation of ...An Analysis of ...Conference on ...can often simply be dropped without changing the meaning of the title. Unnecessary articles should also be deleted. Often a title becomes lengthy and awkward because several prepositional phrases have been added to qualify it. Several approaches can be taken. A prepositional phrase can be changed to a unit modifier:Title Analysis of Hydroelastic Vibrations of Shells PartiallyFilled With a Liquid Using a Series Representation of theLiquidRevision Hydroelastic Vibration Analysis of Partially Liquid-FilledShells Using a Series Representation of the LiquidNote: In this title, analysis cannot be deleted because using modifies it.• Care must be taken to keep the title comprehensible. A string of unit modifiers can be as awkward as a series of prepositional phrases, and far more ambiguous.Another approach for reducing the number of prepositions is to make subtitles:Title Low-Speed Wind-Tunnel Investigation of Flight Spoilers asTrailing-Vortex-Alleviation Devices on a Medium-RangeWide-Body Tri-Jet Airplane ModelRevision Flight Spoilers for Trailing Vortex Alleviation - Low-SpeedWind-Tunnel Results for a Medium-Range Wide-Body Tri-Jet Airplane ModelNote: This revision not only removes a prepositional phrase, but also emphasizes the theme of thepaper.A title can be livened up and prepositions removed by changing verb-derived nouns to verbals, for example,Title Alleviation of Trailing Vortexes by Use of Flight SpoilersRevision Alleviating Trailing Vortexes by Deflecting Flight SpoilersOf course, titles must not be shortened indiscriminately. Keep in mind the goal of maximum information in a minimum of words. In the previous example, use was not changed to deflect with brevity in mind. However, the word deflect adds to the spirit of conciseness because it means more. Consider replacing or clarifying words with vague meaning such as method,system, facility, use, or approach. The following example illustrates this point:Title An Instrumentation System for Helicopter Blade FlightResearch MeasurementsRevision A Rotor-Mounted Digital Instrumentation System forHelicopter Blade Flight ResearchThe revision is two words longer, but it seems more concise because it says so much more with only two more words.2.5. ComparisonsComparisons are of major importance in technical writing; experimental results are compared with predictions, results at standard or control conditions with results at test conditions, full-scale data with model-scale data, characteristics of one configuration with those of another. Such comparisons can be complicated and therefore should be expressed as simple, straight-forward constructions.The most frequent problem with comparison is ambiguity concerning the items being compared:Poor Comparison between pressures on the nozzle and boattailand the tail boom indicates...Better Comparison of pressures on the nozzle and boattail withthose on the tail boom indicates...Poor The goal of the program was to obtain tougher martensiticsteel alloys.Better The goal of the program was to obtain tougher martensiticsteel alloys than are commercially available.2.5.1. Comparison of Adjectives and AdverbsAdjectives and adverbs change form to indicate degree of comparison (IRS 1962):• Positive degree merely indicates existence of a quality.• Comparative degree indicates a quality existing to a greater or lesser degree in one thing than in another.• Superlative degree indicates a quality existing to the greatest or least degree in a group of things. Comparative degree is formed by adding the suffix er or adding more or less before the modifier. Superlative degree is formed by adding the suffix est or adding most or least before the modifier.Most adjectives with three or more syllables and almost all adverbs are compared by adding more and most (or less and least). In addition, some modifiers, for example, good, have irregular comparisons; the words themselves change:。

把权力关进制度的笼子（Cagewithpowerinthesystem）

把权力关进制度的笼子（Cage with power in the system）Cage with power in the systemThe party's eighteen report pointed out, "to promote the operation of power, open, standardized, so that power in the sun."". General secretary Xi Jinping in the two plenary session of the Central Commission for Discipline Inspection speech made it clear that the establishment of an effective disciplinary mechanism, prevention mechanisms and security mechanisms, the power into the system cage". In recent years, the municipal government started in key areas and key positions, innovation, mode of supervision to restrict reform power, explore a new path specification and power balance.Tighten the power "reins", regulate the volume rate change. In depth investigation and analysis of typical cases on the basis of the introduction of the "urban management of construction land volume rate adjustment management approach.". This is a way to increase the "threshold" provisions may apply for adjustment of volume rate was only involved in the public interest or policy adjustment situation; two is the strict procedures, to organize experts to conduct feasibility studies and trial, involving closely connected people, held public hearings, and then submitted to the government for approval without objection; three is tightening clear power, adjust the volume rate shall be discussed and decided by the executive meeting of the municipal government, any other units and individuals have the right to decide the change of planning. In view of the existing planning in risk management, municipal government further forward the control mark, the timely introduction of the "Regulations" urban planning managementtechnical specification, planning and design stage and construction stage project approval rate calculation rules and related building height control, construction area and volume calculation standard, effective control of discretion. In the planning departments of internal construction project is a copy of certification and approval, after the issuance volume of track inspection, the completion of planning verification work undertaken by different offices, so as to "double insurance" and mutual supervision and restriction on the volume rate of the verification checks. At the same time, the establishment of the volume rate management filing system, adjust the volume change rate must be detailed registration, and reported to the discipline inspection and supervision organs for the record.Clear operation process, "sunshine" sell land. Municipal government to regulate the land market as a breakthrough, creatively established the "net transfer, Yaohao host, live broadcast, tracking the transfer of land management, prior to listing, listed in the transaction, after three stages of implementation of process control. "Net transfer", refers to the plots listed before, first and then transfer to resettlement, the "hair" into the "net"; "Yaohao management", in the land auction, the auction host randomly selected from the library, produced by the host site by Yaohao; "live", is a video of the auction live recordings, and by the NPC deputies and CPPCC members and the public mission site supervision, city land market network television and broadcast; "tracking" refers to the plots listed transactions, the contract management, the completion of the application online,real-time supervision and tracking management of land development. In addition, the municipal government for landacquisition and sensitive issue stipulates: "net listing" in the "not tearing down", "how to dismantle" must have the consent of more than 90% residents agree; all must be listed plots of land compensation, resettlement, land use rights to recover, contradiction at the "four place", adjusting or firmly not listed.Weaving mechanism, "fence", scientific planning and approval. 2011,The municipal government promulgated the work regulations of the Municipal Planning Commission, and made clear new regulations for the planning committee members, planning review, design review and rules of procedure. The "Regulations" provisions, submit the plan to the system architecture design scheme optimization, public buildings, large buildings along the main road and the city landscape river must submit at least three sets by different creative designers' scheme than the election, plan must reflect the surrounding built environment, especially important projects should be made to model the spatial relationship the expression of the building. The name of the creative designer and design unit will be inscribed on the building. In project bidding, the owners of the exit mechanism, the project construction unit tendering, bidding registration, take back, judges the random, the owners do not send personnel to participate in the evaluation, make the evaluation process more standardized, more fair competition.Investigation and separation of checks and balances, law enforcement open and transparent. The city land department formulated the "on the further strengthening of urban landmanagement related work opinions", "land and resources law enforcement measures", focus on the establishment of "prevention first, find timely, effective and long-term mechanism to stop the investigation in place". "Opinions" on the batch before, during, after the regulatory requirements have been standardized, and clearly establish, investigate, separate and breach of administrative behavior handling mechanism.Standard practice of reform of public power restriction on tackling the problem, realized three source of Governance: one is for the prevention of corruption from the source for new institutional arrangements; two is provided to ensure the new mechanism for preventing and controlling the source of social contradictions; three is the city social management by law to provide the source to strengthen a new experience. Specification and balance of public power is an important means to promote the city social management of the rule of law, the innovation and practice a beneficial exploration for the social management of the city into the rule of law, but also provides a new experience for the entire administrative norms and balance of public power, bring us three inspirations:(1) the rule of law is the fundamental way to check and balance the public power. Decentralization and balance is an effective way to regulate public power operation of human society find, decentralization and balance is also a kind of power operation mode, in this mode of operation, the balance of decentralization is the premise, not decentralization can not be achieved to the restriction of power. The rule of law through decentralization and balance, to ensure that decision-making,execution and supervision of mutual restriction and mutual coordination and form a closed relationship, to ensure the people's supervision power and public power operation and standardization, effectively solve the powerful people how to exercise the right of the post.(two) the rule of law is the most reliable cage. Hold the key links and key positions, easy to breed corruption on the one hand, in accordance with the principle of the balance of powers, from horizontal and vertical respectively on the power of reasonable decomposition, the chief and Deputy between, between the upper and lower levels, between departments and between the staff according to the law to use power, do have the right to have the responsibility, right subject to supervision, prevent the excessive concentration of power; on the other hand, a clear division of responsibilities, the power holders should bear the responsibility and must abide by the law and ethics together, and establish accountability mechanisms. Simultaneous,Through the construction of the rule of law, established a reasonable structure, scientific configuration, strict procedures and effective control of power supervision mechanism, weaving a reliable cage.(three) rule of law is the most perfect image of a famous city. Throughout the world, with international competitiveness and influence of the city has become a city, a very important aspect, namely the rule of law has become the cornerstone of city operation, city citizens believe in the city, the spirit of the core pillar. It can be said that the world famous city is afamous cultural city, an ecological city, a powerful city and a famous city under the rule of law.。

加拿大鲑鱼渔业政策评估报告案例

假设加拿大渔业与海洋部(DF0)的新部长邀请你主持一项关于不列颠哥伦比亚省的商业性小型船只鲑鱼捕捞业政策的评估。

现行的加拿大联邦政府的渔业政策是否提高了渔业的管理效率?部长希望你提供一份对现行政策的评估，即将现行的政策与其他可能的政策选项进行对比。

之所以使用“小型船只渔业”(small_boat fishery)这一概念，是为了与商业化鲑鱼养殖业(commercial aquaculture salm—on fishery)区分开来，后者受省政府的管辖，而非联邦政府。

部长希望你只考虑小型船只鲑鱼业对商业渔业产生直接影响的部分(另一项分析主要是对商业渔业与小型船只渔业进行权衡)。

部长还要求你忽略与美国正在进行的两国之问关于鲑鱼储备量分配的谈判(再次申明，这项分析是部分授权的)。

部长要求你要将现有的鲑鱼食品渔业法当成既定前提，但并不阻止你对其他的政策选择进行考虑，这些政策也许会将这一传统的产业变得更具商业价值。

因为部长希望在他的任期内尽快地推出新的政策，所以只给你一个月的时间来得出你的政策分析结论。

尽管对你来说这个行业非常陌生，你没有有关渔业的任何背景，但是你所接受的有关政策分析的训练应该能让你从现有的研究中尽快的收集：相关信息，有效地组织它们，并最终为部长的疑问提供答案。

接下来就举这样的一个例子提高加拿大鲑鱼渔业的社会价值提交渔业与海洋部部长‘2003年4月不列颠哥伦比亚省的鲑鱼业面临着重大的挑战。

现有证据表明，该渔业导致了加拿大人的财产净流失。

尽管有1995年到2001年之间的改革，这种情况在可以预见的未来还将持续。

鲑鱼渔业问题的根源纵然可归因为市场失灵(market failures)，但更大的原因还是政府失效或者适得其反的政府干预。

虽然现行的体制并没有对大多数鲑鱼鱼群的生存产生威胁，但是它确实对一些小型的鱼群(如银大马哈鱼)造成了威胁。

经分析，使用基于对某些特定河流中鲑鱼独占性捕捞权(exclusive ownership of salmon fishing rights)的新政策来替代现有政策是较为合理的。