International Affairs, Diplomacy, Intelligence ans Espionnage

Im applying for a MA International affairs program option Surveillance and Espionnage of King’s College London. I need a first class personal statement paper for it.
Kind regards

Im applying for a MA International affairs program option Surveillance and Espionnage of King’s College London. I need a first class personal statement paper for it.
Kind regards

Im applying for a MA International affairs program option Surveillance and Espionnage of King’s College London. I need a first class personal statement paper for it.
Kind regards

Im applying for a MA International affairs program option Surveillance and Espionnage of King’s College London. I need a first class personal statement paper for it.
Kind regards

Death penalty

Death penalty is an execution sentence passed on accused for committing capital crime.  The death sentence is practiced by many countries across the world. Some of the countries mostly known for death penaltiesare China and Iraq. In America, only thirty one states apply the law whereas nineteen of the States have abolished the same law. The death penalty as a way of crime punishment traces back from the ancient period. It wasa way of curbing serious crimes and createsorder.

Classical sociologists in their deterrent theory explain that death penalty acted as a deterrent to crime. In this theory of deterrent and capital punishment, it states that individuals or crimes find pleasurein committing a crime. That they, i.e. criminals weigh the profitability or advantages of committing a crime visa –vie the costs involved.Therefore, for these criminals to be punished, then the pain of punishment was to outweigh the benefit gained by the criminal for committing a crime.This theory entirely explains the primary purpose of a capital sentence such as death sentence. In my view, the every degree of crime must be met with a higher degree of punishment so that the crime is not repeated.  This idea of punishment is incoherent with the principle of laws. In that, laws create fear or act as deterrentforce withinpeople in such a way that they don’t commit crime for fear of being punished by the laws.

 Stake Holders of the Death Penalty. However, the ever dragging debate and the rising voices opposed and in support to death sentence is a manifest of how death penalty has always ignited divided opinions. It’s a matter that cuts across states.The primary sate holders in this case are the defendants, law practitioners and the state. Other stake holders include the general public, civil organizations such as Amnesty International, governing institutions e.g. United Nations, religious groups, criminologists, researchers and the general public.

In regard to Amnesty International, which advocated for the rights of the victims i.e. defendants of death sentence, it argues that such punishment is against human rights. The organization advocatingfor abolition of death sentence is in line with the 1997/12 of 3 April 1997, the United Nations Commission on Human Rights resolutions. The resolutions stated that abolition of capital sentence is desirable and is in respect to the rights of life.(Prokosch, 1998).Amnesty International in measuring the cruelty of death sentence reiterates that the sentence does not only contravene the standards of humane rights to life but also the rights that prohibit individuals from abuse. Such abuse includes both physical and mental torture that the victim is subjected to. That is, threatening to kill a prisoner is a mental torture while the actual execution is the physical torture. (Prokosch, 1998). Also, the torture extends beyond the victims and subsequently to the family and those in charge of executing the sentence.

Researchers of various fields related to criminology and the law are also opposed tothis law. There first argument has been to analyze the deterrent theory. They suggest that, the theory does not reflect the circumstances in which crime is committed. The theory only concludes that the offenders are aware of the law and that they make decisions based on their passion. (Natalie, 2015)

Such arguments contravene the conditions that inhibit capital offences i.e. murder to which the death penalty applies. They deduce that most murders are emotionally charged and that they happen spontaneously. (William. C, 1990).In his empirical study of the level of crime in relation to where death penalty was practiced William Bailey found that there was a relatively increase of capital crimes such as homicides in these regions.

In rejoinder to voice their opposition to death penalties, various civil societies have put pressure on their governments to abolish these laws. An example of these society groups is the American Civil Liberty Union. (ACLU). Its major concerns are that the death penalty is applied unfairly depending on one’s race, financial strength of defendants to higher quality lawyers and the area in which the crimes took place. The civil organization is also concerned by the number of innocent people that may have been sentenced to death. These concerns have been triggered by various statistics which indicate that over 140 defendants have been pardon from death rows after they were found innocent. Moreover, statistics show that in every ten individuals that are executed, one person is exonerated. (American Civil Liberty Union)

An example of such circumstances is the Gary Graham case where after ten years of capital conviction, new evidence found him innocent. This unfolding event fanned interest from the public regarding the legal system and innocence of the defendants it is supposed to judge.  Over the years there has been increasing percentage of the public rising up to oppose the capital system.

In regard these arguments, the viability of death penalty to deter capital crime is still a raging debate. However it is imperative to note that degree of crimes defer, so is the degree of punishment for each one them.

 

SOURCES CITED

Natalie B. (2015). Difference Theory of Punishment: Definition and Effect on LawObedience.Study.com

William C. (1989) Murder, Capital Punishment, and Deterrence: A Review of the Evidenceand an

Examination of Police Killings

Eric P. (1998). Human rights V. The Death Penalty: Abolition and Restriction in Law and Practice.

Amnesty International

HUMAN CARDIOVASCULAR SYSTEM

 

Assignment Brief: ASSIGNMENT 1 OF 1

 

 

Deoxygenated blood

 

Oxygenated blood
Deoxygenated blood
Pulmonary Valve
Right atrium
 
Pulmonary vein
Pulmonary artery
Aorta
Right ventricle
Aortic valve
Left ventricle

 

 

Task 1 of 6 (1.1 & 1.2)

 

. Provide more detail for the structures above marked with a star.

 

Pulmonary Valve- it is an opening that makes it possible for the blood flow down to the right ventricle

 

Right ventricle- it pumps the blood up via the pulmonary valve and via the pulmonary artery to the lungs

 

Right atrium- Deoxygenated blood enters the right atrium via inferior and superior vena cava. It then pumps this deoxygenated blood into the pulmonary veins around the lungs

 

Left ventricle- it receives oxygenated blood from the left atrium through the mitral valve and pumps via the aorta through the aortic valve, into the systemic circulation

 

Aorta- it distributes oxygenated blood to the rest of the body via systemic circulation.
Pulmonary vein- responsible transporting oxygenated blood from the lungs back to the left atrium of the heart

 

Pulmonary Artery- it carries deoxygenated blood from the right ventricle to the lungs (Furst, 2010)

 

Vena cava- it is a large vein which transports de-oxygenated blood from the lower body to the heart.
Aortic valve- Closes the lower left which holds the oxygen-rich blood prior to it been pumped out to the body. It opens to make it possible for blood to leave the heart.

 

 

Superior Vena cava– it is a huge trunk which return deoxygenated blood from the systemic circulation to the right atrium of the heart. Its diameter is (24 mm). It is above the heart, and forms a convergence of the left and right brachiocephalic veins, that contains blood from the head and the arms. It is located slightly off-centre, toward the right side of the body. which transports de-oxygenated blood from the lower body to the heart

Aorta– it is the primary artery in the human body it originates from the left ventricle of the heart and extends downwards to the abdomen, where it splits into tiny arteries (the common iliac arteries) (Abramson, & Dobrin, 2104). The supplies oxygenated blood to the rest of the body via systemic circulation. It is a tube of about foot long and slightly over an inch in diameter

Pulmonary Artery– it transports deoxygenated blood from the right ventricle to the lungs. The blood here passes via capillaries next to the alveoli and gets oxygenated as part of the process of respiration. The primary pulmonary artery divides into the right and the left pulmonary artery. The left pulmonary artery is shorter and smaller when compared to the right. The right and left pulmonary arteries have branches which correspond to the lung lobes,

Pulmonary vein– it’s responsible for carrying oxygenated blood from the lungs back to the left atrium of the heart. … Human beings have four pulmonary veins, two from each lung. Beneath the lung, the right superior pulmonary vein lies above and a little below the pulmonary artery; the inferior is located beneath the lung hilum. The right main pulmonary veins (has oxygenated blood) pass behind the right atrium and superior vena cava; the left in front of the descending thoracic aorta (Elwell MR, Mahler, 1999).

 

 

Task 2 of 6 (1.2)

 

 

In a table, compare the structure and functions of arteries, veins and capillaries, with reference to the following:

 

 

  Arteries Veins Capillaries
Function Arteries carry oxygenated blood from the heart to the tissues, with the exception for pulmonary arteries, which carries blood to the lungs for oxygenation (Furst, 2010). Veins play a vital role in the circulatory system. Their function is to return deoxygenated blood back to the heart after arteries carry blood out. The vena cava is the biggest vein in the body.

 

Capillaries are thin blood vessels. Their function is to supply tissues with nutrients and oxygen and remove waste products.
Structure of wall Arteries have a much thicker wall to withstand the high pressure of blood flowing in them, Veins have very thin walls which makes it possible for them to be pressed flat against adjacent muscles hence aiding in the movement the blood. Capillaries have much thinner walls when compared to those of the arteries and veins. The reason for this is that their walls are made up of one layer of endothelial cells, the flat cells that line all blood vessels.

 

Size of lumen

 

The walls of arteries are thicker hence are able to withstand pulsatile flow and higher blood pressures. As arteries become smaller, the thickness of the wall gently declines but the ratio of wall thickness to lumen diameter expands (i.e. relative size of lumen decreases).

 

Veins have a cross-sectional structure which is the same to arteries. It should however be noted that the differences is that veins have a wider lumen and thinner walls (Abramson, & Dobrin,. 2104). The walls of capillaries are significantly thinner and their lumens are correspondingly larger in diameter, allowing more blood to flow with less vessel resistance.
Presence of valves They do not have valves since the role of valves is to hinder back flow of blood. Blood pressure in veins is usually low (compared to arteries).
hence no need of valves
Veins have valves which prevents back-flow of blood flowing in them Capillaries are end vessels of arterioles. Blood of capillaries is of high pressure hence blood flows easily through the and as a result, they don’t need valves.
How structure fits function Since blood is flowing at a higher pressure, the thick walls makes it possible for arteries to withstand the high pressure. Moreover, this high pressure is the reason why arteries do not need valves.

The reason why the diameter of lumen declines in arteries, is to ensure that the flow of blood is regulated.

Since blood in veins is moving at a slower pace, valves prevent their back flow. The wider lumen and thin walls in veins makes it possible for blood to flow easily through them since blood is usually moving at a slow pace (Starr, 2018). Their thin walls allow substances to easily and quickly diffuse through them. Their larger lumen make it possible for more blood to flow with less vessel resistance. Since blood flowing through them is at a high pressure, they do not need valves (Elwell MR, Mahler, 1999).

 

 

 

 

Task 3 of 6 (1.3)

 

(a)   Your heart is a single organ, but it acts as a double pump in the human body

The heart operates like a double ventricle. Blood flows from the body into the right atrium, and then moves to the right ventricle where it is pumped into the lungs. Blood gets oxygenated inside the lungs, then it moves to the left atrium, and into the left ventricle where it is then pumped into the entire body again

Task 4 of 6 (2.1)

a)      Explain the term myogenic.

It refers to taking place or operating in a set rhythmic fashion owing to the inherent properties of cardiac muscle instead of certain neural stimuli. It may also refer to giving rise to/creation of muscle tissue.

b)     Main components (tissues) of the cardiac conduction system. Briefly explain the role of each in the cardiac cycle.

The primary components of the cardiac conduction system are the SA node, AV node, bundle of His, bundle branches, and Purkinje fibres

SA node is referred to as the heart’s natural pacemaker. It produces electrical impulses from the atrium hence causing it to contract and pump blood into the bottom chamber (the ventricle). The electrical impulse are later on conducted to the ventricles via a form of ‘junction box’ referred to as AV node (Abramson, & Dobrin,. 2104).

AV node delays impulses by about 0.12s. This delay in the cardiac pulse is very crucial sine it is meant to ensure that the atria have discharged their blood into the ventricles initially before the ventricles contract.

Bundle of His is a crucial part of the electrical conduction system of the heart since it transfers impulses from the atrioventricular node, based at the inferior end of the interatrial septum, to the ventricles of the heart. It distributes the impulse to the ventricular muscle.

Bundle branches are offshoots of the bundle of His in the heart’s ventricle. They play a vital role in the electrical conduction system of the heart in terms of transmitting cardiac action potential from the bundle of His to the Purkinje fibres (Elwell MR, Mahler, 1999).

Purkinje fibres are affected by electrical discharge from the SA node. During the ventricular contraction  section of the cardiac cycle, the Purkinje fibres transports the contraction impulse from the left and right bundle branch to the myocardium of the ventricles

Task 5 of 6 (2.2)

 

A clinician recorded the blood pressure of a 46 year old male patient. The results are recorded here.

a)      Explain the significance of the upper and lower figures in these recordings.

 

 

Test 1.  140/90 mmHg

Blood pressure readings contain two numbers, a case in point 140/90mmHg. The upper number is ones systolic blood pressure. (The highest pressure when ones heart beat and circulates the blood in the entire body.) The bottom number is ones diastolic blood pressure i.e. blood pressure number which shows the pressure in the arteries when the heart rests between beats (Abramson, & Dobrin,. 2104).

Test 2   135/80 mmHg

Any readings between the ranges 90/60 to 140/90 might be taken to be perfect by a lot of people. However, a blood pressure level of 135 over 85 (135/85) might be “normal”, but individuals with such kind of reading are at risk of heart attack or stroke just like one with readings of 115 over 75 (115/75)

Test 3   140/85 mmHg

If ones blood pressure reading is 140/85 (140 over 85), it mean that the systolic pressure is 140 and the diastolic pressure is 85.  A person  which such kind of reading/blood pressure can be said to  be Prehypertension / High normal (Furst, 2010)

b)     Calculate the average recording, and compare this with the ‘normal range’ for this patient.

 

systolic 140 135 140
diastolic 90 80 85

 

Average systolic=138

Average Diastolic=85

138/85

Task 6 of 6 (2.3)

 

a)      Define the terms

a.       Heart rate

Heart rate has been defined to be the number of heartbeats per unit of time, mostly per minute. The heart rate entails the number of contractions of the ventricles (the lower chambers of the heart) (Elwell MR, Mahler, 1999). The heart rate might be too fast (tachycardia) or too slow (bradycardia). Every time the heart beats; blood is pumped out of the heart and into the body to supply oxygen to working muscles or to the lungs for re-oxygenation. This complex network is made possible through the nervous system and which is a network of nerve cells and fibres that transmits nerve impulses between parts of the body

b.      Stroke volume

Stroke volume has been defined as the quantity of blood that is pumped by the left ventricle of the heart via a single contraction. The stroke volume isn’t all the blood found within the left ventricle; usually, roughly two-thirds of the blood in the ventricle is discharged with every beat. Both stroke volume and heart rate, determines the output of blood by the heart per minute (cardiac output).

b)    How are these two factors affected by the concentrations of blood gases, and changes in blood pressure in response to exercise?

When the oxygen concentration is high or the carbon dioxide concentration is low, then the heart rate can slows down so as to conserve energy. The stroke volume during this period is usually rather slow

Alternatively, When the oxygen concentration is low or the carbon dioxide concentration is high, then the heart rate increases so as to burn more energy (Abramson, & Dobrin,. 2104). The stroke volume during this period is usually much faster.

A rising heart rate doesn’t make ones blood pressure to increase at the same rate.  When one is exercising, their heart speeds up the circulation of blood to reach ones muscles. When one is not excising, there blood is still normal.

Increase in cardiac leads to increased blood pressure. Cardiac Output = Heart Rate X Stroke Volume. Anything which has an impact on heart rate or stroke volume affects cardiac output and hence blood pressure.

 

 

 

 

Bibliographies

 

Abramson, D. I., & Dobrin, P. B. 2104. Blood vessels and lymphatics in organ systems. Orlando, Academic Press

 

Elwell MR, Mahler JF. 1999. Heart, blood vessels, and lymphatic vessels. In: Pathology of the Mouse:     Reference and Atlas (Maronpot RR, Boorman GA, Gaul BW, eds). Cache River Press, Vienna,         IL, 361- 380.

 

Furst, B. 2010. The Heart and Circulation [recurso electrónico] An Integrative Model. New York:            Cengage learning

 

Starr, O., 2018. The Heart and Blood Vessels. [Online] Available at: https://patient.info/health/the-           heart-and-blood-vessels [Accessed 20 Jan 2017].

 

Industry, Ideology, and Their Global Impact, 1700-1912

Introduction

Industrialization refers to an agrarian revolution that resulted to a significant change in social and economic activities of the human society. On the other hand, imperialism means, an act of conquering other nations through either diplomatic ways or martial force(Duiker, 2014). The essay will focus on how industrialization in the western countries as early as 1800s made it easier for them to conquer other nations. Moreover, industrialization advantages gave the Western countries more spirit to go out and colonize other wick countries(Duiker, 2014).

Firstly, with industrialization knowhow at their disposal, Western countries were able to manufacture sophisticated products that could overwhelm other countries. For instance, they were able to manufacture deadly weapons like quick firing and accurate guns, cannons and steamships. Availability of these weapons boosted the supremacy of the Western countries military power(Richard Peet, 2009).

Comparing with the victim nations, which were mostly the African countries Western nations’ army, appeared stronger than the colonies’ native soldiers did. Additionally, industrialization also facilitated the transport system; the Western countries could easily access their colonies because they invented steamships, which enabled them to navigate across the sea and oceans and reach other continents(Duiker, 2014). The quicker they arrive to their colonies the quicker they could tap raw material back to their industries at home.

Moreover, the western countries started producing other commercial commodities and they run short of raw material. The need for raw material made them took over parts of African nations to tap the material for their home-based industries. Consequently, the products produced prompted a larger consumer market. Imperialism was inevitably necessary in order to influence the natives of the countries they have conquered to develop test and preference of the country their manufactured products(Richard Peet, 2009).

Industrialization also enabled the Westerners to manufacture machines and other technological machines that served as bait when taken to the underdeveloped. Natives from colonies like India and some parts of African nations signed embraced these machines in their country(Duiker, 2014). The colonies leaders singed treaties of to allow these machines utilize their raw materials and produce finished good, which the westerners later transport them back to their homeland. For the westerners no enjoy these freely, they had to conquer these nations in order to have a full of control to the raw materials.

The science knowledge invented during industrialization tenor placed the Westerners with discovery skills that enabled them to discover valuable minerals like gold, diamond, coal, and oil. Westerners took advantage to colonize nations rich with these minerals in order to mine and transport back to Europe for production of essential products that were highly demanded in the market(Richard Peet, 2009).

For the case of superiority of the European armies over the native solders, this was possible because of the advantages tapped from industrialization. For instance, the Westerners army had more sophisticated weapons than their opponents did. However, these armies had received more technical war trainings. As well, the westerners’ had a good medical attention that helped them recover quickly in case of injuries upon resistance battles. With all the sophisticated weapons, defeating the natives’ resistance against colonization became easy(Richard Peet, 2009).

In conclusion, from the above examples, one will be able to see how industrialization facilitated imperialism with a lot of massive contribution. However, industrialization is still in progress up-to-date; Point in case has newer participants like Brazil and India who are imparting on a pre-presented ideologies. Westerners benefited massively with industrialization as the key to their entire achievements.

 

References

Duiker, W. J. (20ss.14). Contemporary World History. Boston: Cengage Learning.

Richard Peet, E. H. (2009). Theories of Development, Second Edition: Contentions, Arguments, Alternatives. New York: Guilford Pre

 

High School Curriculums in the UAE vs. Other Arab Countries

Education in the United Arab Emirates has undergone a tremendous diversification. Changes are in the provision of quality, comprehensive and self-learning education to both male and female students. Moreover, there are government initiated developmental goals to enhance and diversify education by the year 2020. The government launched free education from kindergarten to university in public schools. Politically, the United Arab Emirates has made its people education to be the real significant investment both locally and across the globe. The government has continually revised, re-evaluated its role in education and made efforts to improve the learning environments to students. As a result, the high school systems in the United Arab Emirates has grown compared to other Arab countries such as Egypt, Syria, Jordon, and Lebanon.

According to Akkari Abdeljalil (2004), the United Arab Emirates share Islam and Arabic as the common religion and language respectively with its neighboring countries like Egypt, Lebanon, Syria and Jordan. However, they differ regarding traditions, spoken dialects, shared past and social and national experience. During the 19th century, most of these countries were still colonized, they were subject to the Colonial style of education. However, in the 20th century most of them got independence that resulted in the rise of significant social changes like engendered education and the growth of skilled indigenous people. However, some countries were too conservative and reluctant to incorporate the superimposed systems of education. They feared to erode their authenticity while education should be regarded as the primary cornerstone to economic and social growth and sustainability. Egypt, Lebanon, Syria, and Jordan were still conservative after independence. However, United Arab Emirates saw education as an agent of development, change, and socio-economic variation. It was concerned about internal, regional and global developmentof education (Amara, 2002).

Language education policy. He talks about the aspects of the Arabic divide regarding the language, the Arabic education systems, and the changes. For example, the socio-economic changing conditions within the population of the United Arab Emirates and its neighbors. He also talks about the changes within the governments through their educational ministries concerned with the creation of educational policies and adjusting the Arabic education systems. The authenticity of the same education systems impacts both on the citizens within and outside and the achievements. Incorporating English and French as second languages that in their curricula.

The United Arab Emirates broke from the conservative conformity that was girl child biased and advocated for an engendered way towards education. The female and male citizens within are given equal opportunities to education. Empowerment of women through access to education has put United Arab Emirates on the global platform regarding available competitive human capital. Apart from this, it has led to the expansion of the education program and building more schools. For example, the transformation of the K-12 programs and the establishment of Zayed University (ZU) in 1998 as a women’s institution that was later made to incorporate men. The university has five colleges— The College of Arts and Sciences, Business, and Sciences Education, media sciences and Information Technology. English was used in the United Arab Emirates for wider communication. Consequently, it became a fundamental requirement for any student who wanted to enhance his or her curriculum vitae. This prepared each student to be globally competitive within the United Arab Emirates and the world market. The inclusion of all genders in education saw the population in school enrollment increase. Consequently, the literacy and professional levels increased. Leaders in power steered more investments into the education sector. For example as a president and the founder of United Arab Emirates, his Highness Sheikh Zayed Bin Sultan Al Nayan perceived educating the succeeding generation to be the only primary investment to create and sustain wealth. This lead to a 60% increase in the number of students in schools between the years 2006-2007.  It resulted to a more universal, comprehensive and compulsory primary and secondary education up to grade nine.

In 2005, UAE President H.H. Sheikh Khalifa Bin Zayed Al Nahyan formed the Abu Dhabi Education Council (ADEC). An independently formed body in Abu Dhabi to develop education in UAE. The body worked together with the ministry of education in coming up with viable education plans that were in line with the United Arabs educational policy. Moreover, it became an entrepreneurial approach that involved the education sector diversifying facilities, decentralizing powers, updating its systems with regards to current information and technology (Booth, 2002). Currently, the body has announced an initiative that will make public education better. The project under the name ‘public-private partnership for public school management’ gives mandate and power to successful local and international private education providers to run some listed public schools in the Abu Dhabi. The education providers worked together with the Abu Dhabi Educational Council.

According to Davidson, C. M. (2010), the United Arab Emirates is ranked second best in the Arabic-world Economic hub of the Middle East countries. Primarily its economy relies on oil. Looking at the earlier set goals towards 2021 that will be a golden jubilee year to UAE, the country is in a competitive tide of global transformation. Its strategies are aligned towards competing in the global arena. Strategic partnerships between the government and academic institutions has led to a culture that is educationally oriented forming an innovation environment. Various growing educational institutions have forged partnerships with leading local and international firms that have to market themselves and acquire resources. The referent power brought by being one of the economic giants has led to top global education investors within and outside UAE. There is growth in the number of international universities that have been set up within or have their campuses within the United Arab Emirate, for example, the Dubai Village and Academic City. With regards to teachers, there has been the introduction of better and advanced teaching models to be used in teaching. Having a healthy economy has led to the chatter in education providing heads of schools with often workshops and programs that prepare them for proactive instructional leadership. The ministry is looking forward to training more than ten thousand public school teachers within a period not exceeding five years. There is also the creation of an e-learning platform aimed at creating a new and conducive environment in public school. The project was initiated in 2012.

UAE Ministry of Education was founded in 1997. In September 2008, it formed the Center for Excellence for Applied Research and Training as a commercial arm for higher colleges and technologies. The arm provides training, applied technology, and education. Over the years, it has been the largest hub in provision of developing projects among the North African and Middle East countries. Moreover, other vocational training intuitions include;

The Emirates Institute for Banking and Financial Studies

It is a banking institution that was established in 1983. It was tasked with delivering knowledge in the banking field. Specifically, it was to provide standardized, professional training efficient human capital in the banking and finance sector. Prestigious overseas educational systems accredit the diplomas provided by the institution.

The ADNOC Technical Institute (ATI)

Before changing to Abu Dhabi Technical Institute, it was known as the Abu Dhabi National Oil Company. Its primary task was to serve as a development center for career opportunities. It was established in 1978. Due to the diversification of duties, it started offering training programs that aimed at reaching the heights of the Abu Dhabi National Oil company and some of its associated companies. The virtues aimed at providing the associated companies with skilled labor and empower the unemployed United Arab Emirates youths.

Petroleum Institute

It started in 2001; its great vision was to set roots as a world-class institution that steered education and research with regards to oil, gas and energy industries. Apart from these, the institution also offered bachelor degrees in the vast areas that relate to engineering. They also provided scholarship opportunities to people working already in the oil and gas industries.

Emirates Aviation Collage;

The college was established in 1991, under civil aviation department to provide training related to aviation. Profoundly, it aimed at training self-sponsored and corporate organizations.

Currently, UAE has education as a key part and parcel of its development plans, their ultimate goal is creating competitive and current business environment that is a result of investment in quality, efficient and current education. Therefore there is always the urge to advocate for a modern and advanced learning techniques.Education in the UAE: Current Status and Future Developments, I.B TAURIS (2012) there are real investments in education as opposed to other neighboring countries. The traditional methods involved students being in classes all the time with their teachers; their primary task was to dispense knowledge instead of being the facilitators of the same. They used boards and chalk with face to face communication. Putting more emphasis on grooming students to pass the exams and attain the targeted goal other than making them understand the concept. However, this has been incorporated by modern methods that include classes attended from different locations through the internete.g. teleconferencing and online studies. Comprehensive syllabuses have to be frequently updated to be current. It is done through an interactive mode of learning and relating the studies to real life situation. At ZayedUniversity, education was diversified by virtue of teaching, self, and interactive learning, research and networking to reach leadership in this dynamic and competitive environment. (Moore, Moore, Bodwen & Coasdale, 2003).

A learning material designed by modern technology adds absolute value to the education environment. Cognitive apprenticeship is created, leading to developing of critical personal thoughts in circumstances that may enhance critical thinking. Currently, lifestyle is changing on a daily basis making entertainment a key area of concern in the media-rich environments both domestically or internationally. There was made rich-text formulae to be more enriching, smooth, adjustable when subjected to the dynamic environment, more which saves on time and self-motivating. Profoundly it helped to expand an original scope of exploration, break the monotony of being in class, making everything to be more practical with regards to real life situations. Some of the modes include; use of flow charts and drawings to show how certain things work. Giving student’s dictionaries written both English and Arabic, this helped the student to refer either words from either side of the dictionary, thus letting him learn at the best speed that suits him. Having dry labs where reports produced and practical’s done. Simulations that explained how a machine or something works and job mentorships to elaborate on better career paths. Akababa-Altun, S. Elementary school principals’ attitude towards technology and their computer experience.  (2001, September. Paper presented at the World Congress on Computational Intelligence (WCCI) Triennial World Conference, Madrid, and Spain. In comparison to its neighbors, especially Egypt, UAE has a well-established, comprehensive and grown tertiary education system. With the government funding and advocacy UAE has over 60% students seeking the higher education. However, Egypt has almost 30% looking for the same opportunity. Profoundly the reason has been the difference in academic freedom, accountability, updating and responsibility. In Egypt there is a tussle to let the government manage education unlike in UAE where the government absolutely manages it. Some of the prestigious universities in Egypt like Al-Azhar primarily started as centers for Arabic literature and traditional Islam curriculum. In UAE most of the universities were established to offer comprehensive education with many incorporating English in their system.

In conclusion, the diversification of educational systems in UAE to be better than that of its neighbors has been a result of several key factors. To start with is incorporating best educational systems and practices. Starting from the student where we had both the girl and boy child given equal opportunities to access education. The government takes the initiative of auditing every public school, which has enhanced competition and making sure they are on track to achieve the year 2020 goals. The current training, growth and development of principals and teachers, the re assessment of the ministry of education so as to keep it current. Constant evaluation and improvement of the curriculum to keep pace with current market trends for its students. Using more practical and engaging modes of teaching to reach out the most fundamental levels of education. It has enhanced the comprehension of the content rather than just passing the exams. As a result, there has been lowered cost regarding expenditure used. UAE being a rich country and educational costs cut down has made it get maximum support from the readily available capital. Vygotsky, L.S. (1978). Mind in Society. Cambridge, Massachusetts: Harvard University Press.

 

References

Moore, A.H., Moore, J.F., Bodwen, P., Coasdale, H.R. (2003).Information Technology Review. Dubai, United Arab Emirates: Zayed University.

Vygotsky, L.S. (1978). Mind in Society. Cambridge, Massachusetts: Harvard University Press.

Booth, Marilyn. (2002).Enduring Ideals and Pressures to Change. Arab Adolescents Facing the Future. Cambridge: Cambridge University Press.

Akkari Abdeljalil. (2004). Education in the Middle East and North Africa: United Arab Emirates.

Akababa-Altun, S.(2001).The attitude towards technology and their computer experience. Elementary school principals.

 RESEARCH SUMMARIES

Meta-analysis and systematic reviews are both methodologies for conducting research. Meta-analysis is a statistical approach of combining findings from various interrelated but independentstudies. It involves combining of data from two or multiple control trial sources. Meta- analysis is mostly applied in determining the effectiveness of health interventions. Systematic review on the other hand is a research method that provides summarized medical reports on a particular topic of choice. It involves overviewing and summarizing information that addresses the same clinical question from different primary studies. It is useful in combining separate studies and synthesizing the results. These techniques are commonly applied in the clinical sector by clinical professionals, toserve different audiencesfor different purposes.This paper entails a contrast and comparison of meta-analysis and systematic review.

The aim of a systematic review is to provide a detailed summary of content that is significant to a particular research question. It often uses statistical techniques that is quantitative meta-analysis in combination of the findings. In spite of this, there are instances where qualitative approaches are used instead. The overall process of systematic review uses a transparent gathering, synthesis and appraisal process to reduce bias brought about by non-systematic and single studies. Systematic research reviews are useful in facilitating decision making for healthcare providers since the health sector is filled with information that needs to be efficiently integrated and presented rationally. They also establish the consistency of scientific findings and the significance of generalizing them across population.

 

Meta-analysis is useful in combining different studies to one equivalent study in bid to determine the significance. It is often applied in cases where there are multiple studies with conflicting results

Forces of evolution

  1. In your own words describe the forces of evolution, what you understand from them.

The forces of evolution are mutation, genetic drift, gene flow and natural selection.

  1. Mutation is permanent change in the sequence of a DNA (genetic matter) as a result of random errors in replication. Mutation occurs during crossing over in the process of cell division when DNA replicates. There are two types of mutation, namely hereditary and somatic mutation.
  2. Genetic Drift is change in the frequency of an allele as a result of random sampling in organisms. It causes loss of rare alleles or a population to be different from its original population. Genetic drifts facilitates the generation of new species.
  3. Gene Flow is movement of genes from an original population to another. For example, pollination in flowers. It refers to alterations or changes in alleles as a result of movements of organisms.Gene flow works to promote maintenance of heterozygosis by preventing the occurrence of fixation.
  4. Natural Selection is a process by which organisms or species which are better adapted to the environment survive and produces off springs while those unsuitably adapted become extinct.
  5. Why is the example of sickle-cell anemia an excellent example of a ‘‘balanced polymorphism’’ in which two or more alleles are maintained by natural selection in a population?

Sickle-cell disease causes anemia with symptoms such as a swollen spleen and frequency in getting infections, but is resistant to the malaria parasite plasmodium falciparum.

  1. Why is a frame shift mutation far more likely to lead to a defective protein compared with a point mutation?                    Frame shift mutation causes deletion or insertion of nucleotides altering the readings of codons after mutation to code amino acids differently, causing incorrect protein functions. Point mutation only replaces a nucleotide.
  2. Explain how the founders effect can lead to a descendant population that differs greatly from its parent population over  a relatively short period of time

When a small population established away from its parent population it undergoes loss of generic variations, through reproduction the new population differs both genotypically and phenotypically from its parent population.

LEADERSHIP IN CREATION OF VISION, MISSION AND CULTURE OF COMPANIES

Culture is a human psychological state that blends in activities, attitudes and beliefs to enable positive or negative progress life. A company’s cultural state plays a major role in its performance because the behavior and conduct of employees and employers determines whether the outcome of a company’s activity will be a success or a failure. Leaders and supervises are responsible for nurturing the culture of their employees. Good leadership fosters growth while poor leadership encourages failure.

Leaders are responsible for the creation of a company’s mission, vision as well as nurturing the behavior of their employees at work. They play different roles in promoting these aspects, the roles include:   developing a purpose for the formation of the company and providence of strategies that will guide the particular company to its desired goal. This enables individuals indentify their role in the company. Involvement of employees in generation of strategies, readiness to listening and acceptance of new ideas is necessary. This kind of involvement encourages enthusiasm among workers. Second is active involvement in the endeavors of the company and being informed.  Leaders need to have awareness of a company’s developments, weakness, history and problems to be able to manage it well .This encourages care as well as activeness among the employees since they can register concern from their employers. Thirdly, Leaders are informants and communicators. They are responsible for passing on relevant information to employees concerning their purpose, aim, any emerging aspects and the problems the company may be experiencing. This is to create an interrelating environment for the workers and supervisors where there is adequate awareness and good interaction. In addition, Leaders are supposed to be accountable as well as responsible for the affairs of the company and to inform workers of their responsibilities. This is to promote transparency, a sense of responsibility and to allow workers be empowered in their fields of specialization.  Lastly, leaders are responsible for inspiring and motivating to ensure cooperation.  The planning, management and implementation skills of our leaders are evidently the major determinants of a company’s success. Leaders are therefore expected to provide good guidance so as to ensure successful businesses.

One company that flourishes due to good leadership is Safaricom, a mobile network operating company in Kenya. It was formed in the year 1997 and is currently under the good leadership of Robert (Bob) Collymore. It is the leading company in Kenya’s telecommunication industry and a major contributor to its economy. Its success is because of openness to adoption of new advanced strategies like: billing phone call costs per seconds and not minutes, Introduction of M-Pesa , a program that enables sending and reception of money plus payment of bills and entrance into the Internet market where subscribers can purchase data bundles . On the contrary, Sun Microsoft has experienced great losses. It was founded in 1980 by a group of professionals in the United States as a software company .In 2006 under the leadership of one CEO Jonathan Schwartz it failed to acknowledge shifts in the market and maintained old strategies thus missing out good opportunities. This made them lose clients to an upcoming software company.

To conclude, a company’s culture, vision and mission are founded with influence of a companies’ leadership. Leaders have the responsibilities of determining the conduct of their employees and thus, the progress of their companies. Safaricom and Sun Microsystems are evidence to this. Safaricom, under leadership of CEO Robert Collymore has and continues to make huge profits while poor leaders like Jonathan Schwartz of Sun Microsystems promote collapse of companies. Companies require good managers to be successful.

 

The Management of the Company

5.1 Introduction

The company being an artificial legal person can only conduct its affairs through human beings termed directors. Section 2 of the Companies Act defines a director as including any person occupying the position of director by whatever name called. In Forest of Dean Coal Co [(1878)10 Ch. D 450] it was said that directors are commercial men managing a trading concern for the benefit of themselves and all shareholders in it ; that they stand in a fiduciary position towards the company in respect of their powers and capital under their control. In G.E.R. Lyco v. Turner Lord Selborne L.C. stated : ‘The directors…trustees or agents of the company-trustees of the company’s money and property ; agents in the transactions which they enter into on behalf of the company.’

Although directors are not vested with the ownership of the company’s assets as trustees are in law, they are in certain respects in the position of trustees for the company:

  • In relation to money which comes into their hands or which is actually under their control, they have always been held liable to make good moneys which have been misapplied, on the same footing as if they were trustees ;
  • They are in the position of trustees as regards the exercise of all powers which they are authorised to exercise on behalf of the company e.g allotment of shares, making calls etc ;
  • Their fiduciary position precludes them from allowing their interests to conflict with that of the company

5.2       Board of Directors

Companies are managed by directors elected by members.  The board of directors is responsible for the day to day management of the company; Article 80 of Table ‘A’ provides, inter alia, the business of the company shall be managed by the directors.

Sec. 177 of the Companies Act every private company must have at least one director and every public company must have at least two directors.

  • Appointment of Directors:

They are appointed by the members of the company. Article 75 of Table ‘A’ provides that the first directors shall be determined in writing by the subscribers of the memorandum of association or a majority of them and until such determination the signatories to memorandum shall be the first directors.

  • Restriction on appointment

Individual voting – Under Sec. 184(1) of the Act, directors are voted to office individually.  However, two or more directors may be voted together if a resolution to do so has been agreed to by the members present with no vote against it.

Consent – Under Sec. 182(1) of the Act, a person is not capable of being named as director by the articles or named as proposed director by the prospectus or any other statement unless he has delivered to the registrar for registration his written consent to act as such.  The consent must be signed by him or his duly authorized agent.

Share qualifications – under article 77 of table ‘A’ the company may in general meeting prescribe the number of shares a person must hold to qualify for appointment as director. If no such prescription is made no share qualification is necessary.

Age – Under Sec. 186(1) of the Act, a person is not qualified for appointment as director unless he has attained the age of 21 years or has attained the age of 70 years.  A serving director who attains the age of 70 retires on the conclusion of the next AGM.  However, he may be re-appointed if consent has been given by all members.

Soundness of Mind – to qualify for appointment as director one must be of sound mind.  Under article 88 of table ‘A’, the office of director must be vacated if a director becomes of unsound mind.

 

Un-discharged bankrupt and insolvent persons – Under sec. 188(1) of the Act an insolvent person or one declared bankrupt, by a court of law, must not be directly or indirectly involved in the management of a company’s affairs without leave of the courts.  If appointed director, the appointee is liable to fine not exceeding Ksh.10,000 or imprisonment to a term not exceeding 2 years of both.

 

Disqualified persons – Under Sec. 189(1) of the Act, the high court is empowered to disqualify a person for appointment as director for a period not exceeding 5 years if:

  1. He is convicted for all offences relating to the promotion or formation or management of the company.
  2. In the course of winding up it is discovered that he was a party to the carrying on of the company’s business for any fraudulent purpose or with intent to defraud its creditors or creditors of any other person or was guilty of fraud or breach of duty towards the company.

 

If a disqualified person is appointment director without leave of the court, he is liable for a fine not exceeding 10,000/- or imprisonment for a term not exceeding 2 years or both.

 

Minimum number of directors – the Companies Act prescribes the minimum number of directors a company may have.  A public company must have at least two while a private company must have at least one.

 

 

Loans to Directors

Under Sec. 191(1) of the Companies Act it is generally unlawful for a company to give to its directors or provide guarantees or security for loans made to its directors.

 

However, this restriction does not apply in the following circumstances:

  1. If the company is private.
  2. If the lending company is a subsidiary and the director is the director of its holding company.
  3. If the lending of money or giving of guarantees or securities is the ordinary business of the company and the same is lent or given in the ordinary cause of such business.
  4. If the funds are necessary to enable a director meet expenditure, incurred or to be incurred for purposes of the company or to enable him properly perform his functions as an officer of the company.

 

Such a payment must be approved by members in general meeting through a resolution failing which the directors are liable to indemnify the company.

 

5.3.   DIRECTORS’ DUTIES

Director’s duties fall into three broad categories:

  1. a) Duty of care, skill and diligence
  2. Duties of loyalty and good faith.
  3. Statutory duties

 

  1. a) Duty of care, skill and diligence.

Case law is emphatic that directors owe their company a duty of care, skill and diligence.  The principles or rules governing directors duty of care, skill and diligence were formulated  by Romer J in Re City Equitable Fire Insurance Co. (1925)

 

  1. A director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience.

 

This standard was applied in Re Brazilian Rubber Plantations and Estates where it was held that the directors were not liable in negligence if persons of their knowledge and experience could not have acted otherwise.

 

  1. A director is not bound to give continuous attention to the affairs of the company. His duties are of an intermittent nature to be performed at periodical board meetings and meetings of any committee of the board upon which he happens to be placed. He is not however bound to attend all such meetings though he ought to attend whenever in the circumstances he is reasonably able to do so.

 

Re Marquis of Bules the president of the company attended one board meeting in 38 years.  It was held that he was not liable for the wrongs committed by other directors, as he was not bound to attend all the meetings.

 

  1. In the absence of suspicion a director is entitled to assume that officers of the company performed their duties honestly. He is entitled to rely on information provided by trusted servants of the company.

 

Dovey v. Cory

A director consented to certain irregularities by relying on information provided by other officers of the company.  It was held that he was not liable in negligence as it was reasonable for him to rely on the information.

 

  1. b) Duties of Loyalty and Good faith

These are the duties of directors developed by the law of equity. They are therefore equitable duties and fall into four categories: –

 

  1. Act Bona fide – Directors are bound to act in good faith in what they consider to be for the benefit of the company. It was so held in Teck Corporation Ltd  Miller

They must exercise power in good faith.  Regard must be had to existing and future members.

 

  1. Unfettered discretion – Directors must approach all company matters with an open mind. They must exercise their discretion to the full.  Decisions must be taken after deliberation.  They cannot agree in advance on how to vote at future board meetings.

 

  1. Proper purpose – Directors must exercise powers for the particular purposes for which they are conferred (given). Powers must not be exercised for improper purposes (extraneous).  It was so held in Re Smith & Fawcett ltd,

 

                 Punt v.  Symons & Co.

Directors misused their powers to issue shares.  The act was held to be an invalid act.

 

However, if an improper exercise of power by directors is ratified by members in general meeting it becomes a valid Act of the company as was the case in Bamford v. Bamford.

 

 

  1. Conflict of Interest – Directors must avoid conflict of interest. They must not without the company’s consent place themselves in circumstances in which their personal interests and their duties to the company conflict.  Conflict of interest generally arises in the following circumstances:
  2. If a director has a personal interest in a contract made by the company.
  3. If a director makes a secret commission or profit.
  • If a director is actively involved in two or more companies which are competing in business.

 

5.         Disclosure of profits

This refers to any personal advantage enjoyed by a Director over and above his entitlement by way of remuneration. Directors must not benefit by virtue of their position unless such benefit has been disclosed. They must therefore not make any ‘secret profits’.

 

A secret profit may take the form of a bribe, secret commission or a benefit arising from the use of information obtained in the course of ones employment. Any secret profit made without disclosure must be accounted for to the company failing which the company is entitled to recover the same.

 

Regal (Hastings) Ltd v Gulliver

The former directors of the plaintiff benefited from the sale of shares they previously held as directors. It was held that in equity the benefit belonged to company and they were liable to account.

 

A similar holding was made in Industrial Development Consultants v Cooley

The defendant was a former managing director of the plaintiff co. The  company   had been discussing the possibility of taking up a certain profitable project. The defendant resigned his office to take up the project which the company was interested in. He did not disclose the true reason for his resignation to the company  It was held that he was liable to account.

 

  1. Statutory Duties:

 

  • Ensure that proper books of accounts are kept and balance sheets and profit and loss accounts are prepared
  • Keep a register of its members
  • Make an annual list and summary and sign the copy of the annual return provided to the Registrar and the certificate as to any balance sheet included
  • Send to the Registrar a notice of conversion of shares into stock or of consolidation or division of shares
  • Call an annual general meeting every year within the proper time
  • Send to the Registrar copies of special and other resolutions
  • Keep a register of directors and secretary and notify changes
  • Take care not to allot shares until the minimum subscription is subscribed ; and
  • State in every balance sheet the amount paid by way of underwriting commission until write off.

 

5.3.1.    Liability of Directors

A director may be held personally liable in respect of transactions entered into on behalf of the company in the following circumstances:

 

  1. If he has exceeded his authority.
  2. If he has acted fraudulently.
  3. If the company was formed to pursue an improper or wrongful purpose. And he was fully aware of this
  4. If he has acted for a company that does not exist i.e. illusory company.
  5. If he has personally bound himself to liability.
  6. If he acts negligently.
  7. If he makes a secret profit.

 

 

5.3.2     Remedies against Directors

These remedies are available to the company and third parties, if directors are guilty of breach of duty to either party.  Remedies include: –

  1. Injunction .
  2. Damages or compensation
  • Recovery of profit or account.
  1. Rescission of contract.
  2. Summary dismissal if authorized by the contract of engagement.

 

 

 

5.4.            OTHER OFFICERS OF THE COMPANY

 

5.4.1.      Managing Director

The office of the managing director is created by the articles to facilitate the day today management of the company’s affairs.

 

Appointment

Under article 107 of Table A; ‘Directors may from time to time appoint one or more of their board to the office of the managing director for such period and on such other terms and conditions as they may deem fit.’

A serving managing director is not subject to retirement by rotation but ceases to hold office if for any reason he ceases to be a director.

Under article 108; A Managing Director receives such remuneration by way of salary commission or participation in profit as the directors may determine.

 

Functions of the managing director

The duties and powers of a managing director depend on the contract of engagement. However article 109 of table A, ‘Directors may entrust and confer upon a managing director any of the powers exercisable by them, to excise personally or with the board.’ However the board may vary, revoke or withdraw all or any of the powers conferred upon the managing director. as was the case in Holdsworth and Co. v. Caddies.

 

5.4.2. Company Secretary

The office of company secretary is created by the Companies Act under sec 178(1) ‘Every company must have a secretary. If the office is vacant, its functions may be discharged by an assistant or deputy sec, if any, or a delegate of the board.’

 

Appointment

Under Article 110 of table A, the company secretary is appointed by the board for such period and on such other terms as it may deem fit. The board is empowered to remove him from the office subject to the terms and conditions of the contract.

 

Qualification

To qualify for appointment as secretary one must either;

  1. be an advocate of the high court
  2. hold the CPS certificate
  • Possess such other qualifications, which qualify him for appointment.

 

Disqualified Secretary

  • Where a company has only one director that director is disqualified from being the company secretary.
  • A sole director of a corporation which is the sole director of the company

 

 

Legal Position of the Secretary

He stands in fiduciary position in relation to the company

He owes it basic fiduciary obligation. Therefore he must act in good faith and avoid conflict of interest.

 

Status of the Secretary

During the 19th Century, the company secretary was regarded as a mere servant of the company.

 

Harse and Bunnet v. South London Tramways (1889);  Lord Esker observed, “A secretary is a mere servant.  He is to do what he is told”.

 

However his position has since changed and the company secretary is now regarded as the Chief administrative officer of the company with wide powers to bind the company.

 

Panorama Developments Ltd v. Fidelis Furnishings Fabrics Ltd (1991)  Lord Denning observed,

“But the times have changed.  The company secretary is a much more important person than he was in 1887.  He is an officer of the company with extensive duties and responsibilities he is no longer a mere clerk.”

 

Duties and Obligations of the Secretary

His duties depend on the size of the company and the terms of employment.  His principle obligation is to ensure that the affairs of the company are conducted in accordance with the articles, memorandum, the Companies Act and the general law.

 

However, his specific duties include;

  1. Filing the annual returns.
  2. Registering charges of the company.
  • Publishing the company’s name as appropriate.
  1. Certifying transfers.
  2. He is the custodian of the company’s common seal.
  3. Issuing notices to members.
  • Monitoring company registers.
  • Facilitating inspection of registers and the minute book of General meetings.
  1. Receiving notices on behalf of the company.
  2. Taking minutes at general and board meetings.

 

Liabilities of the Secretary & Remedies against the Secretary

These are similar to those of the Directors discussed in 7.1.5 and 7.1.6 above.

 

General Meeting

This is the Corporate Assembly. It is a meeting of all members of the company  including the auditor.

The general meeting which is held annually affords the shareholders an opportunity to question the management and participate in the decisions making process of the company

 

  • Division of power between the General meeting and Board of Directors

During the 19th Century it was generally believed that the general meeting was the company.  Directors were viewed as agents of the General Meeting whose only task was to implement resolution of the general meeting.  However the law subsequently changed and from the beginning of the 20th Century it was acknowledged that the general meeting and the board were the principal organs of the company capable of exercising the company’s powers.  Whereas some powers of the company can only be exercised by the board others are only exercisable by the general meeting e.g. the board is empowered:

  1. to make calls
  2. recommend dividends
  3. recommend bonus shares/issue
  4. pay interim dividend
  5. appoint managing director
  6. appoint the company secretary, etc.

 

The general meeting on the other hand is empowered to:

  1. Elect directors.
  2. Appoint auditors
  3. Declare dividend
  4. Authorize a bonus issue
  5. Alter the memo or articles, etc.

 

The law governing division of powers between this organs is that a power is vested in one organ the other must not interfere with its exercise unless the power is being abused, exceeded or exercised contrary to the articles.

 

5.6       Doctrine of Constructive Notice

This doctrine is to the effect that persons dealing with a company are deemed to know the contents of its public documents e.g. memos, articles, special reductions, etc.

 

They are deemed to know the extent of the company’s capacity. This is because these documents are registerable with the registrar and are open to inspection by any person who cares to inspect them.  However, the doctrine of constructive notice operates negatively in that a party can only rely on a provision of the articles if it has actual notice of its existence.  It was so held.

 

Rama Corporation v. Proved Tin & General Investments Ltd

The Articles of the defendant company indicated that a single director of the company  could not authorize an action. However the articles also permitted the board to delegate powers to committees of the board of one or more members.  In this case no delegation had taken place. The Plaintiff’s firm contracted with a single director of the defendant company.  The firm had not inspected the articles of the company.  The company repudiated/breached the contract and the firm sued.  The company argued that the director had no authority to Act.  It was held that the Plaintiff could not rely on the article permitting delegation to the board since it was unaware of it.  In the words of Slade L.J.

“There is no positive doctrine of constructive notice.  It is a purely negative  one.”

 

5.7         Indoor Management Rule – Rule in the Turquand’s Case

This rule relates to the liability of the company for Acts of its officers.  It is based on two questions.

  1. Can a company escape liability by pleading internal irregularities?
  2. Are third parties bound to satisfy themselves that rules of internal management have been complied with before dealing with a company?

 

These questions were answered in the negative In Royal British Bank v Turquand; In this case the Articles empowered directors to borrow on the bond such monies as were authorized by an ordinary resolution of members in general meeting.  Directors of the company borrowed from the plaintiff bank without any resolution being passed. After the company went into liquidation the Plaintiff bank sued the liquidator for the amount due.  The liquidator disclaimed liability on the ground that the borrowing was irregular.  However, it was held that the company was liable since the Plaintiff was not bound to satisfy itself that the articles had been complied with.

 

The court formulated the so called “Indoor Management Rule’ as follows.

  • A third party dealing with a company in good faith is entitled to assume that it is acting within its constitutional powers.
  • He is not bound to satisfy himself that rules of internal management have complied with.
  • He is entitled to assume that officers of the company who are held out by the company as particular sort of officers are the officers concerned.

 

Freeman & Lockyer v. Buckhurst Park Properties Ltd

The Articles of the defendant company created the office of Managing Director.  However, at the material time none had been appointed.  One director with knowledge of the others purported to Act as managing director.  He engaged the Plaintiff firm to work for the company.  The firm was not paid for services rendered to the company.  In an action to enforce the contract, the company disclaimed liability on the ground that the director was not its Managing Director and hence had no authority to contract on its behalf in the said contract

 

It was held that since the company had held out this director as its managing director the plaintiff was entitled to assume that he was its managing director.  The company was estopped from denying its representations.

 

The indoor management is justified in two grounds:

  1. It is fair to third parties who deal with the company.
  2. It facilitates commercial transactions.

 

 

 

 

5.8       Organic Theory (alter Ego Doctrine)

This is the identification theory which attempts to connect the living to the non-living.  It is a principle of company law which imputes the thoughts and deeds of responsible officers of the company to the company.  Their state of mind is deemed to be the state of mind of the company. Under this theory, knowledge of the responsible officers is deemed to the company’s knowledge.

 

Lennards Carrying  Co. v. Asiatic Petroleum Co. Ltd

Where the managing director of the defendant company had knowledge that the boilers of the ship were faulty but let it set sail and as a consequence the ship and its cargo were lost.  It was held that the company was liable for the loss as it was aware of the faulty boilers.  The managing director’s knowledge was attributed to the company.

 

SAMPLE EXAM QUESTION

Arthur, Beatrice and Charles are the Directors of Dynamic Development plc, a company whose main objects are to engage in the business of computer software development and ‘any other business which, in the opinion of the Directors is in the interest of the company’.

In November 2007 the company was appointed by Fred, a computer games software designer, who wished to sell one-half of his interest in certain products which he has designed but not yet launched on the market. At a meeting attended by all three Directors and Fred the possibility of such a joint venture was discussed but rejected by the company on the grounds that, given the volatile nature of consumer demand and the fast changing nature of the computer games market, the venture was too risky. In January 2008 Fred approached Arthur, Beatrice and Charles with a view of obtaining their personal involvement in the venture. Arthur declined but Beatrice and Charles accepted Fred’s invitation. They incorporated a new company, Zenco Ltd with Beatrice and Charles each holding one-half of the issued share capital in the company; they were also its two Directors. This arrangement was not disclosed to Dynamic Development plc.

In April 2008 Dynamic Development plc was taken over by Pro-Computers plc and Arthur, Beatrice and Charles were replaced by nominees of Pro-Computers. The new Board has now learned of the Zenco Ltd project and that the initial investment made by Beatrice and Charles has tripled to Kshs. 150 Million.

Advise Dynamic Development plc.

30 Marks