Law and Cases

Page 1 All ER Reprints/[1914-15] All ER Rep /Hickman v Kent or Romney Marsh Sheep Breeders' Association and another – [1914-15] All ER Rep 900 Hickman v Kent or Romney Marsh Sheep Breeders' Association and another [1914-15] All ER Rep 900 Also reported [1915] 1 Ch 881; 84 LJ Ch 688; 113 LT 159; 59 Sol Jo 478 CHANCERY DIVISION ASTBURY J 4, 25 MARCH 1915 31 MARCH 1915 Arbitration – Submission – Article of company – Application for membership of company and acceptance Rule for all disputes between company and members to be referred.Company – Articles – Effect – Contract between members and company and between members inter se. In 1905 the plaintiff was elected a member of the defendant association, and he then agreed to conform to its rules and regulations. By art 49 of the articles of association differences between the association and any of its members relating to any of the affairs of the association must be referred to the decision o f an arbitrator.In 1914 the plaintiff issued a writ against the association and its secretary claiming injunctions and declarations in respect of matters which related to the affairs of the association and for certain other relief, which in substance was to enforce his rights under the articles. On an application by the defendants for a stay of the action pursuant to s 4 of the Arbitration Act, 1889, and to refer the matters in dispute to arbitration in accordance with the terms of art 49,Held: (i) art 49 must be treated as a statutory agreement between the members and the association as well as between themselves inter se, and it constituted a submission to arbitration within the Arbitration Act, 1889; (ii) the application for membership by the plaintiff and its acceptance by the association constituted a contract between the plaintiff and the association by which the plaintiff agreed in writing to conform to the regulations of the association, one of which regulations was that all ifferences between the association and a member should be submitted to arbitration, and that contract also constituted a submission to arbitration; therefore, on both those grounds a stay of the action would be granted. Notes Applied: Anglo-Newfoundland Development Co v R, [1920] 2 KB 214. Considered: Agricultural Wholesale Society v Biddulph and District Agricultural Society, [1925] Ch 769; Beattie v Beattie, Ltd, [1938] 3 All ER 214. Applied: Kanssen v Rialto (West End) Ltd, [1944] Ch 154. Considered: Rayfield v Hands, [1958] 2 All ER 194.Referred to: London Sack and Bag Co v Dixon and Lugton, Ltd, [1943] 2 All ER 763. As to the effect of memoranda and articles of association, see 6 HALSBURY'S LAWS (3rd Edn) 127-130, and for cases see 9 DIGEST (Repl) 85-88. As to submissions to arbitration and stay of proceedings, see 2 Page 2 HALSBURY'S LAWS (3rd Edn) 3 et seq, and for cases see 2 DIGEST (Repl) 421 et sec. For Companies Act, 1948 see 3 HALSBURY'S STATUTES (2nd Edn) 452, and for Arbitration Act, 1950, see ibid, vol 29, p 89. Cases referred to: 1) Willesford v Watson (1873) 8 Ch App 473; 42 LJ Ch 447; 28 LT 428; 37 JP 548; 21 WR 350, LC & LJJ; 2 Digest (Repl) 452, 190a. (2) Re Tavarone Mining Co, Pritchard's Case (1873) 8 Ch App 956; 42 LJ Ch 768; 29 LT 368; 21 WR 829, LJJ; 9 Digest (Repl) 85, 362. (3) Melhado v Porto Alegre Rail Co (1874) LR 9 CP 503; 43 LJCP 253; 31 LT 57; 23 WR 57; 9 Digest (Repl) 53, 152. (4) Eley v Positive Government Security Life Assurance Co (1875) 1 ExD 20; 45 LJQB 50; 33 LT 743; 24 WR 252; affirmed (1876) 1 ExD 88; 45 LJQB 451; 34 LT 190; 24 WR 338, CA; 9 Digest (Repl) 87, 372. 1914-15] All ER Rep 900 at 901 (5) Browne v La Trinidad (1887) 37 Ch D 1; 57 LJ Ch 292; 58 LT 137; 36 WR 289; 4 TLR 14, CA; 9 Digest (Repl) 87, 374. (6) Kelner v Baxter (1866) LR 2 CP 174; 36 LJCP 94; 15 LT 213; 15 WR 278; sub nom Kelmer v, Baxter, 12 Jur NS 1016; 9 Digest (Repl) 682, 4498. (7) Re Famatina Development Coops, Ltd, [1914] 2 Ch 271; 84 LJ Ch 48 ; 30 TLR 696, CA; 10 Digest (Repl) 978, 6731. (8) MacDougall v Gardiner (1875) 1 Ch D 13; 45 LJ Ch 27; 33 LT 521; 24 WR 118, CA; 9 Digest (Repl) 619, 4130. (9) Pender v Lushington (1877) 6 Ch D 70; 46 LJ Ch 317; 9 Digest (Repl) 609, 4039. 10) Imperial Hydropathic Hotel Co, Blackpool v Hampson (1882) 23 Ch D 1; 49 LT 150; 31 WR 330, CA; 9 Digest (Repl) 553, 3655. (11) Johnson v Byttle's Iron Agency (1877) 5 Ch D 687; 46 LJ Ch 786; 36 LT 528; 25 WR 548, CA; 9 Digest (Repl) 350, 2243. (12) Bradford Banking Co, Ltd v Briggs & Co, Ltd (1886) 12 App Cas 29; 56 LJ Ch 364; 56 LT 62; 35 WR 521; 3 TLR, 170, HL; 9 Digest (Repl) 85, 363. (13) Word v Odessa Waterworks Co (1889) 42 Ch D 636; 58 LJ Ch 628; 37 WR 733; 5 TLR 596; 1 Meg 265; 9 Digest (Repl) 86, 364. (14) Salmon v Quin and Axtens, Ltd, [1909] 1 Ch 311; 78 LJ Ch 367; 100 LT 161; 25 TLR 164; 53 Sol JoPage 3 150, CA; affirmed sub nom Quin and Axtens, Ltd v Salmon, [1909] AC 442; 78 LJ Ch 506; 100 LT 820; 25 TLR 590; 53 Sol Jo 575; 16 Man s 230, HL; 9 Digest (Repl) 498, 3283. (15) Welton v Saffery, [1897] AC 299; 66 LJ Ch 362; 76 LT 505; 45 WR 508; 13 TLR 340; 41 Sol Jo 437; 4 Mans 269, HL; 9 Digest (Repl) 203, 1293. (16) Bisgood v Henderson's Transvaal Estates, Ltd, [1908] 1 Ch 743; 77 LJ Ch 486; 98 LT 809; 24 TLR 510; 52 Sol Jo 412; 15 Mans 163, CA; 9 Digest (Repl) 201, 1288. (17) Re Lewis, Ex parte Munro (1876) 1 QBD 724; 45 LJQB 816; 35 LT 857; sub nom R v Munro, Re Lewis, 24 WR 1017, DC; 42 Digest 126, 1211. 18) Caerleon Tinplate Co v Hughes (1891) 60 LJQB 640; 66 LT 118; 7 TLR 619; 2 Digest (Repl) 423, 27. (19) Baker v Yorkshire Fire and Life Assurance Co, [1892] 1 QB 144; 61 LJQB 838; 66 LT 161; 2 Digest (Repl) 423, 28. Also referred to in argument: Morgan v W Harrison, Ltd, [1907] 2 Ch 137; 76 LJ Ch 548; 97 LT 445, CA; 2 Digest (Repl) 445, 170. Borland's Trustee v Steel Bros & Co, Ltd, [1901] 1 Ch 279; 70 LJ Ch 51; 47 WR 120; 17 TLR 45; 9 Digest (Repl) 99, 446. Re Wheat Buller Consols (1888) 38 Ch D 42; sub n om Re Wheal Buller Consols Ltd, Ex parte Jobling, 57 LJ Ch 333; 58 LT 823; 36 WR 723; 4 TLR 282, CA; 9 Digest (Repl) 469, 3071.Adjourned Summons by which the defendants applied for a stay of the action under s 1 of the Arbitration Act, 1889 [see now s 4 of the Arbitration Act, 1950]. The defendants, the Kent or Romney Marsh Sheep Breeders' Association and their secretary, W W Chapman, applied for an order staying all proceedings in the action pursuant to s 4 of the Arbitration Act, 1889, and referring the matters in dispute in the action to arbitration under art 49 of the articles of association of the association.The Kent or Romney Marsh Sheep Breeders' Association was incorporated under the Companies Acts in the year 1895 as an association not for profit, the defendant [1914-15] All ER Rep 900 at 902 W W Chapman having been the secretary since the incorporation of the association. On 8 November 1905, the plaintiff, Alfred John Hickman, wrote to Chapman as such secretary stating he wished to become a member of the association, and in reply on 10 November 1905, Chapman wrote to the plaintiff inclosing a form of application for membership.This form, completed and signed by the plaintiff, was received by Chapman on or about 12 November 1905, and was as follows: Page 4 â€Å"Kent or Romney Marsh Sheep Breeders' Association (Incorporated). – Application form for membership. – I, Alfred J Hickman, of Court Lodge, Egerton, in the county of Kent, am desirous of becoming a member of the Kent or Romney Marsh Sheep Breeders' Association (Incorporated) as a flock owner, and I engage when elected to pay the entrance fees, annual subscriptions, nd such fees for entry of ewe flocks and individual sheep as may then be in force or subsequently adopted, together with all such costs for inspection and tattooing as may be sanctioned by the council for the time being, and to conform to the rules and regulations of the association until I by notice in writing to the secretary cease to be a member of the association. – Signature, ALFRED J HICKMAN. – Dated Nov 11, 1905. † The plaintiff was elected a member of the association on 12 December 1905, and he was informed of such election by letter on 14 December 1905.By art 49 of the articles of association of the defendant company: â€Å"Whenever any difference arises between the association and any of the members touching the true intent or construction or the incidents or consequences of these presents or of the statutes, or touching anything then or thereafter done, executed, omitted, or suffered in pursuance of these present, or of the statutes, or touching any breach or alleged breach of these presents, or any claim on account of any such breach or alleged breach, or otherwise relating to the premises or to these presents, or to any statute affecting the association, or to any of the affairs of the association, every such difference shall be referred to the decision of an ar bitrator to be appointed by the parties in difference or if they cannot agree upon a single arbitrator, to the decision of two arbitrators, of whom one shall be appointed by each of the parties in difference, or an umpire to be appointed by the two arbitrators. â€Å"On 18 December 1914, the plaintiff issued the writ in the present action claiming, inter alia, an injunction to restrain the defendants from taking any steps to expel him from the association or doing any act or acts in derogation of his rights as a member of the association, and damages for refusing to register his sheep, and a declaration that he was entitled to have his sheep registered. A summons for directions was issued, but before it was heard or any further step taken is the action, the defendant association and Chapman issued this summons far the hearing of an application by them that all further proceedings be stayed, pursuant to s 4 of the Arbitration Act, 1889, and that the matters in question in the action should be referred to arbitration in accordance with art 49 of the articles of the association.By s 4 of the Arbitration Act, 1889 [see now Arbitration Act, 1950, s 4]: â€Å"If any party to a submission, or any person claiming through or under him, commences any legal proceedings in any court against any other party to the submission, or any person claiming through or under him, in respect of any matter agreed to be referred, any party to such legal proceedings may at any time after appearance, and before delivering any pleadings or taking any other steps in the proceedings, apply to that court to stay the proceedings, and that court, or a judge thereof, if satisfied that there is no sufficient reason why the matter should not be referred is accordance with the submission, and that the applicant was, at the time when the proceedings were commenced, [1914-15] All ER Rep 900 at 903 and still remains, ready and willing to do all things necessary to the proper conduct of the arbitrat ion, may make an order staying the proceedings. † By s 27 [see s 32 of Act of 1950]: â€Å"‘Submission' means a written agreement to submit present or future differences to arbitration, whether an arbitrator is named therein or not. â€Å"By s 14(1) of the Companies (Consolidation) Act, 1908 [see now s 20 of Companies Act, 1948]: â€Å"The memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as if they respectively had been signed and sealed by each member, and contained covenants on the part of each member, his heirs, executors, and administrators, to observe all the provisions of the memorandum and of the articles, subject to the provisions of this Act. † Page 5 Micklem, KC, and F Hinde for the defendants. Frank Russell, KC, and HS Simmons for the plaintiff in the action. Cur adv vult, 31 Mar 1915 ASTBURY J: (read the following judgment) This is a summons by the defendants to stay proceedings in the action under s 4 of the Arbitration Act, 1889 [see now s 4 of Arbitration Act, 1950].The plaintiff, by his writ in the action, which is brought against the defendant association and their secretary, claims injunctions, a declaration, and certain other relief in respect of matters which arise out of and relate solely to the affairs of the association, which relief is, in substance, to enforce the plaintiff's rights under the articles of association of the defendant company. It is admitted by the plaintiff that the action is against, the association and the second defendant as its officer, and no point is made by the plaintiff of there being two defendants. The association is a limited company registered under the Companies' Acts, and by its memorandum of association it is provided (inter alia) that the objects of the association are â€Å"the encouragement of the breeding of Kent or Romney Marsh sheep at home and abroad and the maintenance of the purity of the breed† Further: The es tablishment and publication of a flock book of recognised and pure-bred sires which have been used, or ewes which have been bred from, and of such other flock books (if any) which the council may think fit and the annual registration of the pedigrees of such sheep as are proved to the satisfaction of the council to be eligible for entry. †¦ The undertaking of the arbitration upon and settlement of disputes and questions relating to or connected with Kent or Romney Marsh sheep and the breeding thereof, and for other subsidiary purposes. † By art 49 disputes between the association and any of its members are to be referred to arbitration.This is a common form of article in private companies, and, the objects of the association being what they are, it and its members might he seriously prejudiced by a public trial of their disputes. If this summons fails, as the plaintiff contends that it should, these arbitration clauses in articles are of very little, if any, value. The pl aintiff became a member of the association in 1905. It is clear on the authorities that if there is a submission to arbitration within the meaning of the Arbitration Act there is a prima facie duty cast upon the court to act upon such an agreement: per LORD SELBORNE in Willesford v Watson (1) 8 Ch App at p 480.In the present case the defendants contend, first, that art 49, dealing as it does with the members of the company in their capacity of members only, constitutes a submission within the meaning of the Arbitration Act, or, alternatively, that the contract contained in the plaintiff's application for membership and the company's [1914-15] All ER Rep 900 at 904 acceptance of it amounts to such a submission. The plaintiff contests both these propositions. Independently Page 6 of the particular dispute in this case, the arguments, especially upon the first of these contentions, have raised questions of far-reaching importance and of great difficulty. I will deal with the question a s to the effect of art 49 first. Section 14(1) of the Companies (Consolidation) Act, 1908 [see new s 20(1) of Companies Act, 1948], says: The memorandum and articles shall, when registered, bind the company and members thereof to the same extent as if they respectively had been signed and sealed by each member, and contained covenants on the part of each member, his heirs, executors, and administrators, to observe, all the provisions of the memorandum and of the articles, subject to the provisions of this Act† It is laid down in text-books of the highest authority that the articles are not a contract between the members and the company, but a contract with the other members. The articles are a contract only as between the members inter se in respect of their rights as shareholders.The exact nature of this covenant – that is, the covenant referred to in s 14 – has given rise to considerable discussion and is even now very difficult to define; but it is now settled that it is not equivalent to a contract between the company, on the one part, and the members, on the other, on which either a member can sue the company or the company can sue a member. The principal authorities in support of these propositions are Re Tavarone Mining Co, Pritchard's Case (2); Melhado v Porto Alegre Rail Co (3); Eley v Positive Government Security Life Assurance Co (4); and Browne v La Trinidad (5) In Pritchard's Case (2) by the articles of association of a mining company it was provided that the company should immediately after incorporation enter into an agreement with the vendor of the mine for the purchase of the mine, and the price was fixed.The articles were signed by the vendor and six other persons, and the directors allotted shares to the vendor, but no further agreement was made with him. It was held, affirming the decision of WICKENS, V-C, that the articles of association did not constitute a contract in writing between the vendor and the company within s 27 of the Companion Act, 1867, and that certain shares should not, therefore, be considered as fully paid up. MELLISH, LJ, in giving judgment, said (8 Ch App, at p 960): â€Å"But I am of opinion that the articles of association cannot be considered as a contract in writing between De Thierry and the company for the sale of the mine to them.It may no doubt be the case if no other contract was entered into, and if De Thierry signed these articles and they were acted upon, that a court of equity would hold that as between him and the company – from their acting upon it – there was a binding contract; but in themselves the articles of association are simply a contract as between the shareholders inter as in respect of their rights as shareholders. They are the deed of partnership by which the shareholders agree inter se. † In Melhado v Porto Alegre Rail Co (3) the articles of association of a joint stock company provided that the company should defray such expens es incurred in its establishment as the directors should consider might be deemed and treated as preliminary expenses to an amount not exceeding a sum named. The plaintiffs, who were promoters of the company, had incurred preliminary expenses in its establishment, and it was held that no action would lie at the suit of the plaintiffs against the company under the articles. LORD COLERIDGE, CJ, said (LR 9 CP at p 505): The action is brought on a clause in the articles of association, by which the directors are authorised to pay certain expenses if they should consider them [1914-15] All ER Rep 900 at 905 to be properly deemed preliminary expenses. The declaration avers that all conditions were. performed, necessary to entitle the plaintiffs to be paid, their expenses; and therefore I think we must take it that, they, were expenses which, if the directors had thought proper to pay then the articles would have justified them in paying. The question therefore is whether an action will li e for the payment of these expenses, in pursuance of the articles of association, to which the plaintiffs were not parties.I have come to the conclusion that no such action will lie – I must say somewhat reluctantly, because though I wish to â€Å"press no opinion on the merits of this particular case, having no materials for forming such Page 7 an opinion, it does seem just, in general, if a company takes the benefit of the work and expenditure by which its existence has been rendered possible, and voluntarily comes into existence on the terms that it shall be liable to pay for such work and expenditure, that a cause of action should be given. I can find, however, no legal principle upon which such an potion can be maintained. It appears to me that there is no contract between the plaintiffs and the defendants.The doctrine of ratification is inapplicable, for the reasons given in the judgments in Kelner v Baxter (6). † MELLOR, J, said (ibid at p 506): â€Å"The plain tiffs were not in any way parties to the articles of association, and there was not, therefore, any express contract to pay them. † BRETT, J, said (ibid at p 507): â€Å"There is no contract, in my judgment, of any sort upon which they can sue, and unless there be a contract of some sort between them and the company I do not see that they can have any cause of action. No contract made with them before the existence of the company can be ratified by the company for the reasons pointed out in the case of Kelner v Baxter (6) with which I fully agree. â€Å"In Eley v Positive Government Security Life Assurance Co (4) the articles of association contained a clause in which it was stated that the plaintiff, a solicitor, should be the solicitor to the company and transact its legal business. The article were registered and the company incorporated. The plaintiff was not appointed solicitor by any resolution of the directors, nor by any instrument bearing the seal of the company, th at he acted as such for a time. Subsequently the company ceased to employ him, and he brought an action for breach of contract against the company for not employing him as its solicitor. The first count of the declaration stated that it was agreed by and between the plaintiff and the defendants that the plaintiff should be employed by the defendants as, and appointed by them to the office of, solicitor of the company.During the argument it was contended that the contract declared for was not the contract purported to be contained in the articles. AMPHLETT, B, in his judgment, said (1 ExD at pp 26, 28): â€Å"The articles, taken by themselves, are simply a contract between the shareholders inter se, and cannot, in my opinion, give a right of action to a person like the plaintiff, not a pasty to the articles, although named therein. If authority were wanted for this proposition, the cases cited in the argument, Pritchard's Case (2) and Melhado v Porto Alegre Rail Co (3) are, in my op inion, quite conclusive on the subject. †¦ For these reasons, I think that there was no contract at all between the plaintiff and the company to the effect stated in the declaration. â€Å"CLEASBY, B, confined his judgment to the last points raised in the case and said (ibid at p 30): â€Å"I am of opinion that cl 118 of the articles cannot by itself be taken to operate as a contract between the solicitor and the company. † [1914-15] All ER Rep 900 at 906 KELLY, CB, said (ibid at pp 31, 32): â€Å"I forbear to pronounce any opinion as to whether these articles, with the fact of the subsequent employment, constitute a contract on the terms contained in them, because, were I to so hold, there would be a difficult question behind, whether it was not ultra vires for the directors to attempt to bind the company to employ a solicitor to transact, for all his life, all the legal business of the company.Passing by this, I come to consider the objection raised under s 4 of the Statute of Frauds. I do not see how anyone can doubt that this agreement was not to be performed within a year. It was for the life of the plaintiff, subject to a defeasance on the possibility of his being guilty of some misconduct. But, assuming, as I think we must, that this was not to be performed in a year, the question arises whether there is any memorandum or note in writing of it signed by the defendants. The signatures affixed to the articles were she intuitu and it can hardly be suggested that the directors had any idea that in signing the articles they were signing a note of this contract. † Page 8This case went to the Court of Appeal, and LORD CAIRNS, LC, said (1 ExD at pp 89, 90): â€Å"I wish to say, in the first place, that in my opinion a contract of the kind suggested to exist in this case ought not to receive any particular favour from the court. The statement is that Baylis was endeavouring to form a joint stock insurance company upon a new principle, and ap plied to the plaintiff to make advances to meet the expenses of getting up the company, and it was arranged between them that in the event of the company being formed the plaintiff should be appointed permanent solicitor to the company. That is to say, a bargain is made between a professional man and Baylis, which, so far as the case is concerned, does ot appear to have been communicated to those who were invited to join the company, that if the former will advance money for the formation of the company he shall be appointed permanent solicitor, and the company shall be obliged to employ him as their professional adviser. When the articles are prepared, they are so by the plaintiff, and in them he inserts a clause which no doubt informs those who signed the articles of the arrangement, but does not appear to have been brought to the notice of those who joined from receiving circulars. This, I repeat; is not a proceeding which the court would encourage in any way. I also wish to rese rve my judgment as to whether a clause of this kind is obnoxious to the principles by which the courts are governed in deciding on questions of public policy. †¦ This case was first rested on the 118th article.Articles of association, as is well known, follow the memorandum, which states the object of the company, while the articles state the arrangement between the members. They are an agreement inter socios, and in that view, if the introductory words are applied to art 118, it becomes a covenant between the parties to it that they will employ the plaintiff. Now, so far as that is concerned, it is res inter alios acts, the plaintiff is no party to it. No doubt he thought that by inserting it he was making his employment safe as against the company, but his relying on that view of the law does not alter the legal effect of the articles. This article is either a stipulation which would bind the members or else a mandate to the directors.In either case it is a matter between the directors and shareholders, and not between them and the plaintiff. † In Browne v La Trinidad (5) before the formation of the company an agreement was entered into between B. and a person as trustee for the intended company by which it was stipulated (inter alia) that B should be a director and should not be removable till after 1888. The sixth clause of the articles provided that the directors should adopt and carry into effect the agreement with or without modification, and that subject to such modification (if any) the provisions of the agreement [1914-15] All ER Rep 900 at 907 should be construed as part of the articles.The agreement was acted upon, but no contract adopting it was entered into between the plaintiff and the company. Held, that treating the agreement as embodied in the articles, still there was no contract between B and the company that he should not be removed from being a director, the articles being only a contract between the members inter as, and not b etween the company and B COTTON, LJ, towards the end of his judgment, said (37 Ch D at pp 13, 14): â€Å"Assuming that an unlimited power is given to the meeting by art 91, ought we, having regard to the contract entered into by the memorandum of Nov 24, 1884, and art 6, to interfere by injunction to restrain the company in general meeting from acting under that power?I do not give any opinion upon the question how far the court would have interfered by injunction in order specifically to enforce an agreement between the company and the plaintiff that he should be an irremovable director. That point raises questions upon which I should not like to give any opinion without having them fully discussed. In my opinion we ought not to interfere in the present case, because there is no such contract between the plaintiff and the company. The memorandum of agreement of Nov 24, 1884, is in no way a contract between the plaintiff and the company. It is said that it was adopted and incorpora ted into the articles, but I cannot accede to that. The company by its directors acted upon the agreement, but that does not make it binding on the company.Then is it incorporated into the articles in such a way as to entitle the plaintiff to say, ‘I have such a contract between me and the company as can be enforced by a court of law, and as I might enforce in equity by way of specific performance'? That point is clearly settled, I think, by Eley v Positive Government Security Life Assurance Co (4). There two of the members of the court of first instance held, and the other member did not express dissent, that the articles are merely a contract between the shareholders inter se, and that though a person in whose favour a stipulation is made in the articles may afterwards have shares allotted to him, he does not by that means become in the same position as if he had entered into a contract with the company. † LINDLEY, LJ, said: â€Å"Having regard to the construction put upon s 16 of the Companies Act of 1862 in the case of Eley v.Positive Government Security Life Assurance Co (4) and subsequent cases, it must be taken as settled that the contract upon which he relies is not a contract upon which he can maintain any action, either on the common law side or the equity side. There might have been some difficulty in arriving at that conclusion if it had not been for the authorities, because it happens that this gentleman has had shares allotted to him, and is therefore a member of the company. Having regard to the terms of s 16, there would be some force, or, at all events, some plausibility, in the argument that, being a Page 9 member, the contract which is referred to in the articles has become binding between the company and him.Of course, that argument is open to this difficulty, that there could be no contract between him and the company until the shares were allotted to him, and it would be remarkable that upon the shares being allotted to him a contract between him and the company, as to a matter not connected with the holding of shares, should arise. † In these four cases the article relied upon purported to give specific contractual rights to persons in some capacity other than that of shareholder, and in none of them were members seeking to enforce or protect rights given to them as members in common with the other corporators. The actual decisions amount to this, that an outsider to whom rights purport to be given by the articles in his capacity as such outsider, whether he subsequently becomes a member or not, [1914-15] All ER Rep 900 at 908 cannot sue on such articles treating them as contracts between himself and the company to enforce such rights.Such rights are not part of the general regulations of the company applicable alike to all shareholders and can only exist by virtue of some contract between such non-member and the company, and the subsequent allotment of shares to an outsider in whose favour such an article is inserted does not enable him to sue the company on such an article to enforce rights which are res inter alios acta and not part of the general rights of the corporators as such. The language of some of the judgments appears, however, to go further, as recognised, for instance, by SARGANT, J, in Re Famatina Development Corpn (7) ([1914] 2 Ch at p 279). The wording of s 14(1) of the Companies (Consolidation) Act, 1908, which is in the same terms as s 16 of the Act of 1862 [see now s 20(1) of Companies Act, 1948], is difficult to construe or understand. The company cannot in the ordinary course be bound otherwise than by statute or contract, and it is in this section that its obligation must be found, so far as the members are concerned.The section does not say with whom they are to be deemed to have covenanted, but the section cannot mean that the company is not to be bound when it says it is to be bound, as if, , nor can the section mean that the members are to be unde r no obligation to the company under the articles in which their rights and duties as corporators are to be found. Much of the difficulty is removed if the company be regarded, as the framers of the section may very well have so regarded it, as being treated in law as a party to its own articles. It seems clear from other authorities that a company is entitled as against its members to enforce and restrain breaches of its regulations: see, for example, MacDougall v Gardiner (8) Pender v Lushington (9) and Imperial Hydropathic Hotel Co, Blackpool v Hampson (10). In the last case BOWEN, LJ, said (23 Ch D at p 13): â€Å"The articles by s 16 are to bind the company and all the shareholders as much as if they had all put their seals to them. â€Å"It is also clear from many authorities that shareholders as against their company can enforce and restrain breaches of its regulations, and in many of these cases judicial expressions of opinion appear which, in my judgment, it is impossible to disregard. In Johnson v Lyttle's Iron Agency (11) in an action by a shareholder against the company, JAMES, LJ, said (5 Ch D at p 693): â€Å"The notice did not comply strictly with the provisions of the contract between the company and the shareholders which is contained in the regulation of Table A† In Bradford Banking Co, Ltd v Briggs & Co, Ltd (12) the articles gave the company a lien on its members' shares, and, in an action by the company to enforce such lien, LORD BLACKBURN said (12 App Cas at p 33): Page 10 The only one of the articles of association which I think it material to notice is the 103rd article, which is as follows: ‘The company shall have a first and permanent lien and charge, available at law and in equity, upon every share of every person who is the holder or one of several joint owners thereof for all debts due from him, either alone or jointly with any other person, whether a shareholder or not in the company. ‘ John Faint Easby, a coa l merchant, became a proprietor of a number of shares in the respondent company, and obtained certificates for them. This property in the shares was, by virtue of s 16 of the Companies Act, 1862, already quoted, I think, bound to the company as much as if he had (at the time he became holder of these shares) executed a covenant to the company in the same terms as art 103, but I do not think it was bound any further. † [1914-15] All ER Rep 900 at 909In Wood v Odessa Waterworks Co (13) which was an action by the plaintiff on behalf of himself and all other shareholders against the company, STIRLING, J, said (42 Ch D at p 642): â€Å"The articles of association constitute a contract not merely between the shareholders and the company, but between each individual shareholder and every other. † In Salmon v Quin and Axtens, Ltd (14) FARWELL, LJ, referring to this last statement, said ([1909] 1 Ch at p 318): â€Å"I think that that is accurate subject to this observation, tha t it may well be that the court would not enforce the covenant as between individual shareholders in most cases. † In Welton v Saffery (15) LORD HERSCHELL, who dissented on the main question from the rest of the House, made the following general observation ([1897] AC at p 315): â€Å"Section 16 of the Act of 1862 provides that the articles of association, when registered, shall bind the company and the members hereof to the same extent as if each member had signed his name and affixed his seal thereto, and there were in such articles contained a covenant on the part of himself, his heirs, executors, and administrators, to conform to all the regulations contained in such articles, subject to the provisions of this Act. The articles thus become in effect a contract under seal by each member of the company, and regulate his rights. They cannot, of course, diminish or affect any liability created by the express terms of the statute; but, as I have said, the statute does not purp ort to settle the rights of the members inter se; it leaves these to be determined by the articles (or the articles and memorandum together) which are the social contract regulating those rights. I think it was intended to permit perfect freedom in this respect.It is quite true that the articles constitute a contract between each member and the company, and that there is no contract in turns between the individual members of the company; but the articles do not any the less, in my opinion, regulate their rights inter se. Such rights can only be enforced by or against a member through the company, or through the liquidator representing the company; but I think that no member has, as between himself and another member, any right beyond that which the contract with the company gives. † In all these last-mentioned cases the respective articles sought to be enforced related to the rights and obligations of the members generally as such, and not to rights of the character dealt with in the four authorities first above referred to.It is difficult to reconcile these two classes of decisions and the judicial opinions therein expressed, but I think this much is clear – first, that no article can constitute a contract between the company and a third person; secondly, that no right merely purported to be given by an article to a person, whether a member or not, in a capacity other than that of a member, as, for instance, as solicitor, promoter, or director, can be enforced against the company; and, thirdly, articles regulating the rights and obligations of the members generally as such do create rights and obligations between them and the company respectively. Page 11 In Bisgood v Henderson's Transvaal Estates, Ltd (16) BUCKLEY, LJ, said ([1908] 1 Ch at p 759): â€Å"The purpose of the memorandum and articles is to define the position of the shareholder as shareholder, not to bind him in his capacity as individual. † By s 27 of the Arbitration Act, 188 9 [see now s 32 of Arbitration Act, 1950]: â€Å"‘Submission' means a written agreement to submit present or future differences to arbitration, whether an arbitrator is named therein or not. † [1914-15] All ER Rep 900 at 910The defendant's first contention is that art 49 is, on the authorities, a written agreement within the meaning of this section. In Re Lewis, Ex parte Munro (17) which was an action on the Attorneys and Solicitors Act, 1870, it was held that: â€Å"A document containing the terms of an agreement as to the amount of costs payable by a client to his solicitor, assented to by the client, but signed by the solicitor only, is not ‘an agreement in writing' within the Attorneys and Solicitors Act, 1870. † LORD COLERIDGE, CJ, said: â€Å"It is quite clear that there was no agreement in writing within s 4 of the Act. †¦ An ‘agreement in writing' within s 4 must be an agreement by both parties, and both parties must sign their names upo n the agreement. â€Å"In Caerleon Tinplate Co v Hughes (18) in an action for the price of goods sold, the bought note signed by the defendants contained a provision for arbitration in case of dispute, while the sold note signed by the plaintiff contained no such provision. It was held that there was no submission within the meaning of the Act, for an agreement to submit to arbitration must be in writing and signed by both parties. Re Lewis (17) was referred to, and DENMAN, J, referring to s 27 of the Arbitration Act, 1889, said (60 LJQB at p 641): â€Å"In my judgment, there can be no written agreement unless in writing signed by the parties as their agreement, and that ‘written agreement' means one in which the terms on both sides are reduced into writing.It is useless to discuss the doctrines here, for the bought and sold notes differ in the essential particular that the former contains a provision which is wholly absent in the latter. † WILLS, J, said (ibid): †Å"Supposing there were a contract and the parties were ad idem [which in fact they were not in this case] yet there was no submission under the Act unless there was an agreement in writing by both parties. Re Lewis, Ex parte Munro (17) is conclusive on this point. In the present case the agreement is to be in writing under s 27, and we must hold that both parties must sign their names to it; otherwise there might be a conflict of evidence, and a discussion as to what was understood by either party. â€Å"In Baker v Yorkshire Fire and Life Assurance Co (19) an action was brought on a fire policy which was executed in the usual way by the company, but not by the assured, and it was held that the policy, though not signed by the plaintiff, amounted to a submission to arbitration within the meaning of the Act LORD COLERIDGE, CJ, who had been a party to Re Lewis (17) said ([1892] 1 QB at pp 145, 146): Page 12 â€Å"The plaintiff sues on the policy, and by so suing affirms it to be his contract; he cannot disaffirm a part of the very contract on which he is suing. He contends that in order to bring into operation the arbitration clause contained in the policy, the policy must be signed by both parties; but the Act of Parliament says nothing of the kind, and the only apparent justification for the contention is to be found in Caerleon Tinplate Co v Hughes (18). That decision must be interpreted, however, with regard to the particular facts of that case.There was there no complete contract; the two documents constituting the contract differed materially in their terms, and the court said it was plain that the parties were never ad idem. † A L SMITH, LJ, said (ibid at pp 146, 147): â€Å"It is said, however, that by the interpretation clause a submission must be a written agreement to refer disputes to arbitration. This, however, is not a [1914-15] All ER Rep 900 at 911 higher interpretation than was necessarily put on the language of the old Act, under which it was the universal practice to refer these cases, and does not mean that in all cases the written agreement to refer must be signed by both parties. It is quite unnecessary to say more as to the decision in Caerleon Tinplate Co v Hughes (18) than that it turned entirely upon the peculiar facts of the case. â€Å"The result of these decisions is, I think, that if the submission is in writing and is binding on both parties as their agreement, or as the equivalent in law to an agreement between them, the statute is satisfied. In the present case the plaintiff's action is, in substance, to enforce rights as a member under the articles against the company. The 49th article is a general article applying to all the members as such, and, apart from technicalities, it would seem reasonable that the plaintiff ought not to be allowed, in the absence of any evidence filed by him, to proceed with an action to enforce his rights under the articles which in itself is a breach of his obligation contained therein to submit his disputes with the company to arbitration, and, if the case falls within the Act, I see no reason for exercising my discretion under s 4 in his favour.In my judgment, art 49, for the reasons above referred to, creates rights and obligations enforceable as between the plaintiff and the company respectively, and such rights and obligations are contained in a written document, but whether such document is a contract or agreement between the plaintiff and the defendants within s 27 of the Arbitration Act, 1889, depends upon whether the decision in Eley v Positive Government Security Life Assurance Co (4) and the other cases of a similar character above referred to ought to be regarded as only dealing with and applying to articles purporting, first, to contain an agreement with the company and a third person, or, secondly, to define the rights of a shareholder in some capacity other than that of a member of the company.To reconcile the decisions and express ions of judicial opinion above mentioned, some such view should, I think, be adopted, and general articles dealing with the rights of members â€Å"as such† treated as a statutory agreement between them and the company as well as between themselves inter se, and in my judgment, art 49 in the present case does constitute a submission to arbitration within the true meaning and intent of the Arbitration Act. Having regard, however, to the conclusion to which I have come on the second contention raised by the defendants, it is not necessary for me to base my decision upon this ground alone and upon the opinion I have so expressed.The defendants' second contention is that the contract contained in the plaintiff's application for membership, and the defendants' acceptance of it, amounts to a submission within the Act. On 8 November 1905, the plaintiff wrote to the company, through its secretary: â€Å"I wish to become a member of the Kent Sheep Breeders' Association. Will you kind ly take the necessary steps? † That was answered by a letter from the secretary, in which he said: â€Å"If you will fill in the inclosed form †¦ I shall have great pleasure in submitting it to the next council meeting. † Page 13 The form inclosed was signed by the plaintiff. It stated that the plaintiff wished to become a member of the association and agreed to pay an entrance fee, subscriptions, and fees for entry of sheep, and to conform to the rules and regulations of the association.At a meeting of the council of the association held on December 12 the plaintiff's offer was accepted and he was elected a member of the defendant company. Notice of such acceptance was given to the plaintiff in a letter of December 14 by the secretary, which informed him he was elected a member of the association at the council meeting held on the 12th. In consideration of being elected a member and of his offer to join the association being accepted, the plaintiff contracted in w riting with the association to conform to its rules and regulations. One of such regulations was a general submission to arbitration of all differences between the [1914-15] All ER Rep 900 at 912 ssociation and any of its members as such, amply wide enough to cover the matters in dispute in this action. The association at the date of the contract was already bound to each and all its corporators to act in conformity with such regulations, and was at the date of the writ in this action, and has been since, ready, and willing to so act It is submitted on behalf of the plaintiff that at the date of this contract he may have known nothing about art 49, and that as the council of the association have power under its articles to make further by-laws and regulations as to certain matters therein referred to, the plaintiff's offer may have referred to these.The plaintiff has, however, filed no evidence in support of this, and the articles not only constitute the rules and regulations of the company, but refer to the rules and regulations of the association as, contained in them, and I am unable to accept this contention. In my judgment, the contract so made between the plaintiff and the association is also a submission in writing within the true meaning and intent of the Arbitration Act, and I make an order to stay under s 4 and direct that the matters in dispute in this action be referred to arbitration accordingly. Solicitors: Walters & Co; Ernest Simmons & Co. Reported by GP LANGWORTHY, ESQ, Barrister-at-Law.

Exxon Mobil Stock Analysis

STOCK ANALYSIS REPORT – Exxon Mobil Corporation (XOM) –August 15th , 2011 [pic] Industry: Oil and Gas Operations Sector: Energy Recommendation: SELL Price: $74. 29 (as of  Ã‚  August 15th 2011, 4:00pm ET) Intrinsic Value: $52. 10 or 42. 6% overvalued Fundamentals Grade: A Investment Style: Large Cap Blend CORPORATE INFORMATION [pic] Location: 5959 Las Colinas Boulevard Irving, TX 75039 Phone: 972-4441000 Fax: 972-4441348 Web Site: http://www. exxonmobil. com/ Employees: 83,000 Exchange: NYSE BUSINESS SUMMARY Exxon Mobil Corporation (Exxon Mobil) through its divisions and affiliates is engaged in exploration for, and production of, crude oil and natural gas, manufacture of petroleum products and transportation and sale of crude oil, natural gas and petroleum products. †¢ ExxonMobil is the largest integrated oil company, with operations in over 200 countries. This globally diversified enterprise produces superior returns in its business segments when compared to other major oil and gas companies. †¢ Exxon has a strong balance sheet with a cash position of approximately $13B and 0. 7 Debt-to equity. Exxon has the liquidity and credit to invest in high return projects around the world. †¢ Prices for oil and gas are expected to rise in the foreseeable future. Emerging market growth and increasing need for energy will place upward pressure on prices. Exxon will benefit as the world’s largest oil and gas company (by reserves, excluding national oil companies). The average industry return is 27%, which is greater than that of S&P500 (21%). †¢ Exxon’s all-stock purchase of XTO Energy is dilutive to share holders and not expected to increase EPS in 2011 or 2012. Exxon’s size and breadth of operations make it difficult to find investments large enough to produce market beating growth. We expect Exxon’s growth to slightly lag the overall economy, especially smaller exploration and production companies that have better investment opportunities relative to their size. †¢ Exxon’s inability to organically replace reserves means that it must acquire oil and gas assets to supply its operations with replacements for the reserves it consumes. Acquired assets will likely come at a higher price and produce a lower return. Production from Exxon’s Upstream segment (exploration and production of oil and gas) has been declining (down 30% since 2006). While the acquisition of XTO will replace some of this lost production, it is expected that the company will continue to experience declining production from its existing fields. KEY STATISTICS |Market Cap (intraday)5: |360. 57B | |Enterprise Value (Aug 17, 2011)3: |363. 1B | |Trailing P/E (ttm, intraday): |9. 78 | |Forward P/E (fye Dec 31, 2012)1: |8. 21 | |PEG Ratio (5 yr expected)1: |1. 32 | |Price/Sales (ttm): |0. 91 | |Price/Book (mrq): |2. 0 | |Enterprise Value/Revenue (ttm)3: |0. 93 | |Institutional Ownership |49. 12% | |Earnings Yield |9. 28% | |Return on equity (RoE) |24. 69% | |36 month Beta |0. 9 | |Dividend Yield |2. 48% | |Profit Margin |8. 51% | |Current Ratio |0. 97 | |Debt to equity ratio |0. 07 | [1]Source: Yahoo finance; http://ycharts. om/companies/XOM/return_on_equity ANALYSIS Exxon Mobil (XOM) is the largest market capitalized oil company in the world which in 2008 obtained the highest quarterly and annual profit in United States history. The Company plans to invest $125 billion over the next five years to develop new technology, deliver new Upstream projects, increase refining capacity, and grow their Chemical business. Exxon Mobil’s revenue and profit have increased 60% and 79% respectively in the last 5 years. The Company exhibits a healthy profit margin and return on equity of 8. 51% and 20. 4% respectively and maintains an above average earnings yield of 10. 27%. Exxon Mobil has plenty of liquidity enabling the Company to pay all its long-term debt in less than three months on profit alone. Exxon Mobil is valued at $52. 1 as of August 15th 2011. The Company is 42. 61% overvalued for the current price of $74. 29. The PB ratio is slightly above the industry average of 2. 0. Risks to Exxon Mobil include depreciating reserves, decreasing number of new oil fields, adverse environmental impacts, government regulations, geopolitical risks, market volatility, macroeconomic difficulties, etc. Balance Sheet The balance sheet of XOM is pristine. Debt comprises only 9% of total capital, and in a business that is very capital intensive, that’s a great sign. The current ratio is low at 0. 94, slightly lower than the generally accepted â€Å"safe† level of 1. $30 billion in earnings in 2010 is more than enough to repay the roughly $15 billion in total debt the company has in only a few years. Return on Equity The return on equity closely followed the rise of oil prices up until 2008, the fall in 2008- 2009 and the subsequent increase ever since. Right now Exxon-Mobil has a high return on equity of 20%. Given the high oil prices, I expect ROE to reach its 2008 highs this year. Rather than focus on absolute values for this indicator, I generally want to see at least a stable return on equity over time. Dividends Exxon Mobil has paid an increasing dividend for the past 27 years, and according to their website, averaged 5. 7% over that time period. The most recent increase came on April 27 of this year, when they raised the quarterly payout 6. 8% from $0. 44 to $0. 47 a share. This is an annual raise from $1. 74 to $1. 88, or 8%. Projections: 2011 2012 2013 2014 2015 Dividends Per Share $1. 4 $2. 00 $2. 04 $2. 07 $2. 10 Dividend Growth 11. 7% 2. 7% 2. 4% 1. 3% 1. 3% DIRECT COMPETITOR COMPARISON | |COP |CVX |XOM |Industry | |Market Cap: |91. 75B |195. 65B |360. 57B |26. 52B | |Employees: |29,900 |62,000 |83,600 |11. 00K | |Qtrly Rev Growth (yoy): |45. 70% |30. 60% |36. 30% |8. 0% | |Revenue (ttm): |210. 76B |216. 90B |392. 72B |18. 63B | |Gross Margin (ttm): |23. 43% |32. 58% |31. 45% | 32. 51% | |EBITDA (ttm): |28. 78B |45. 90B |65. 78B |4. 19B | |Operating Margin (ttm): |9. 46% |15. 07% |12. 74% |11. 65% | |Net Income (ttm): |11. 3B |23. 01B |37. 93B |N/A | |EPS (ttm): |7. 93 |11. 45 |7. 59 |2. 46 | |P/E (ttm): |8. 43 |8. 53 |9. 78 |12. 94 | |PEG (5 yr expected): |6. 21 |1. 61 |1. 32 |1. 14 | |P/S (ttm): |0. 43 |0. 90 |0. 91 |1. 39 | P/E ratios are higher for firms with strong growth prospects, other things held constant, but they are lower for riskier firms. All the three companies have P/E lower than the Industry average. Profit margin is very useful when comparing  companies in similar industries. A higher profit margin indicates a more profitable company that  has better control over  its costs compared to  its competitors. Here again, XOM has a relatively good control of cost. As per the comparison of the ratios with industry average, Exxon Mobil is high performing company with higher ratios than industry standards. Current Market Price (as of 08/17/11) of the Stocks: |  Company name |Current Market Price | |Chevron Corp |$92. 02 | |ConocoPhillips |$62. 29 | |Exxon Mobil |$74. 29 | EXXON MOBIL’S INTRINSIC VALUE: †¢ Current US 90 days Treasury Bill – Rate of Return: 3. 5%   †¢ Historical return on long term Treasury Bond = 5. 8% †¢ Long term risk free rate = rRF = 5. 8% (historical return) Return for the market or an average stock(rM): For this project, it is assumed that the historical rate of return for the S&P500   is same as the market risk = 10. 4%. I am using CAPM method to estimate the market risk premium and calculating the historical risk premium by comparing historical to historical rates. The historical risk premium is 10. 4 -5. 8 = 4. 6% Required Return on Common Stock Required return on common stock (rS) for Exxon Mobil rS = rRF + (rM – rRF)*b = 5. 8% + (10. 4% – 5. 8%) * 0. 49   Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚   = 8. 05% Dividend Growth Model: Common stocks provide an expected future cash flow stream, and a stock’s value is found as the present value of the expected future cash flow stream. The expected final stock price includes the return of the original investment plus an expected capital gain. The expected cash flow consists of two elements: 1. the dividends expected in each year. 2. the price investors expect to receive when they sell the stock. Formula1:  Ã‚  Ã‚  Ã‚   P hat 0 = D1/rS – g Where P hat 0 = intrinsic value of the stock today as seen by the investor D1 = D0 (1 + g) = expected dividend in the first year. D0 = recent dividend paid g = expected dividend growth rate. rS = required rate of return Formula2: r hat S = D1/P0 + g Where r hat S = expected rate of return D1/P0 = expected dividend yield P0 = actual market price of the stock today. g = expected growth rate or capital gains yield. One would buy the stock only if expected rate of return is equal to or greater than required rate of return. For Exxon Mobil: D0 = $1. 8; g = 5. 7 %; rS = 8. 05% P0 = 1. 38 (1+ 0. 057)/ (0. 085 – 0. 057) = 1. 457/ 0. 0280 = $52. 1 The current price is greater than intrinsic value, the Exxon Mobil stock is overvalued by $22. 20 r hat S = 1. 96% + 5. 7% = 7. 66% The expected rate of return is less than required rate of return, which means investor will not buy. Conclusion: SELL Comparing the averaged value of $52. 10 a nd the closing price on 08/15/11 of $74. 29, XOM is adversely overpriced price, with an approximate 42. 6% difference. At this point in time, I think Exxon Mobil’s risks outweigh the potential opportunity here. While I feel the dividend is safe (at a 25% payout ratio) and the current yield is adequate (2. 48%), the Company's ability to increase the payout and create outsized returns for investors is limited by the Company's cyclical market and weak consensus estimates. Sources: †¢ http://financialanalysisonline. com/ †¢ http://www. thedividendpig. com/? p=1395 †¢ http://investing. money. msn. com/investments/stock-price? symbol=xom †¢ http://www. stock-analysis-on. net/NYSE/Company/Exxon-Mobil-Corp/Valuation/Ratios#Current-Valuation-Ratios †¢ http://www. dailyfinance. com/2011/08/08/big-oil-outlook-major-oil-stocks-with-bullish-opti/? ource=TheMotleyFool †¢ http://www. exxonmobil. com/Corporate/Files/news_pubs_sar_2010. pdf †¢ http://www. exxonmobil. com/corporate/investor_dividend. aspx †¢ http://ycharts. com/companies/XOM/price_to_book_value †¢ http://financialanalysisonline. com ———————– [1] 1 Data provided by Thomson Reuters 2 Data provided by EDGAR Online 3 Data derived from multiple sources or calculated by Yahoo! Finance 4 Data provided by Morningstar, Inc. 5 Shares outstanding is taken from the most recently filed quarterly or annual report and Market Cap is calculated using shares outstanding.

The divine comedy - a modernization Essay Example | Topics and Well Written Essays - 500 words

The divine comedy - a modernization - Essay Example Like the other philosopher-poets with whom he’s placed, Lennon does not deserve to be placed in hell because of the brilliant ways in which his mind worked and the ways in which he used it to try to bring about a better world, but because he isn’t Christian, he does not earn a place in heaven, therefore he is placed in Limbo. He would take the place of Lucan, who is very little known in today’s age. Entertainer John Candy is a prime candidate to take up residence in the third circle, in the place of Dante’s Ciacco. He does this on several levels. He provides the modern audience with an easy reference to a man who literally ate himself to death, but also provides many of the other same qualities that can be determined regarding Ciacco. He was funny, entertaining, a consummate performer and a generally nice guy to be around. He also possesses a name that suggests his primary failing – Candy indicates the level of sugar content in his normal diet that played a large role in bringing about his death. The one thing he does not do, though, is bring in the idea of gluttony as having a deeper meaning than the simple act of overeating. Despite any respect for talent or entertainment ability, I would have to place Sir Elton John in the seventh ring of hell for his openly admitted sexual preferences, which necessarily include the sin of sodomy. I would propose John in the place of Brunetto Latini as he is both more fitting to Dante’s description of this ring of hell (Brunetto was married with children and no written evidence exists of any type of sodomy being a part of his daily living) and someone with whom more people in the modern age would be able to recognize and immediately make the connection as to why he’s there. Because of the many wonderful songs he’s created that serve to bring attention to and encourage a greater world involvement in social and

Novel presentation Essay Example | Topics and Well Written Essays - 250 words

Novel presentation - Essay Example Cinna: A look hunger game is all about wining audience favor. As a tribute stylist it was my duty to portray Katiness and peeta as amiable and thus win audience favor. So we came up with something different and encouraged them to hold hands and strengthen the bond of friendship with them rather than taking their roles before the game. Cinna: over the game there are many apparent changes in Katiness and as far as I am concerned, with time her confidence on me increased not only as a stylist but as her mentor and friend. And this can be greatly attributed to the overwhelming response she received during the opening ceremony. She realized that I am not only concerned with her physical appearance in games but also her image and true meaning of her presence in games. Cinna: no! I never purposely decide to be rebellious it’s just that certain Capitol tradition doesn’t appeal me. They are really harsh and cruel for tributes so I just oppose them in the right way. Cinna: I never thought so! I advised Katiness to publicly declare her love for Peeta to save herself from the wrath of game makers and it was true she loved Peeta and whatever they did was to save each other so I just advised them to be firm and honest in their stance. Cinna: circumstances compelled them to do so. Game makers wanted to confront two star crossed lovers without considering their feelings. They played the whole game in full spirit but in the end when Capitol played its trick they were forced to react this way. Cinna: not exactly! I strived to portray them friends but later during training sessions I realized that there is some sort of mutual attraction between two and since Katiness was my friend and we shared many things, I was aware of what she is feeling.

Physician-Patient Communication Changed by Electronic Mail Exchange Annotated Bibliography

Physician-Patient Communication Changed by Electronic Mail Exchange - Annotated Bibliography Example It was estimated in 2004 than 64% of physician’s use email in their communications with staff, patients, colleagues and third-party payers. This study found that patients are often frustrated and upset with the difficulty they encounter when trying to reach a physician by telephone hence the increase in patients requesting physicians to use email as a communication method. Benefits for physicians allow them to respond at any time and at their convenience while also allowing templates to be provided that respond to certain questions regarding care. Patient Gateway was used as a pilot program in certain ambulatory clinics. Results indicated that physicians felt the program was a positive though limitations of the study were that physicians were not yet using direct general messaging and the sample size was relatively small. The majority of the European populations use the internet for health reasons; only 10% communicate with their physician this way. Two distinct suppliers of internet secure patient communication systems supplied a list of those offices that were currently using their system and of those offices 9 participated in this study.

How Is Angina Diagnosed Essay Example | Topics and Well Written Essays - 750 words

How Is Angina Diagnosed - Essay Example Prior to the management of unstable angina it is crucial to diagnose the problem. Unstable angina can be diagnosed by means of clinical presentation of patient and by the measurement of certain biochemical markers. Cardiac troponin and myoglobin are valid diagnostic markers (Kumar and Clark, 2012). The main tool used in diagnosis of unstable angina is the clinical presentation of the patient. The patients complain of chest pain, chest pain may occur at rest or while exertion. The patient feels chest pain which radiates to the shoulder, arm, jaw, neck or the back. A feeling of discomfort might be felt by patient, and they might describe it like tightness in the chest. Dyspnea and sweating are also the possible symptoms of unstable angina (Kumar and Clark, 2012). On physical examination the patient is usually normal. Elder patients and women present with rare symptoms such as weakness, nausea, lightheadedness and diaphoresis (Sami et al, 2010). Electrocardiography plays a vital role is assessing unstable angina. It is a good prognostic tool for physicians to make decisions for patients who are at high risk for coronary syndromes. The 12 lead electrocardiogram is used for the diagnosis. For instance if a patient with symptoms of angina comes to the ER, physicians should do an ECG as soon as possible to rule out the underlying problem. In unstable angina the findings on an electrocardiogram include ST-segment depression, brief ST-segment elevation and inversion of T-wave. The ST-segment elevation in two continuous leads as a confirmation for acute myocardial infarction (Kumar and Cannon, 2009). Measurement of cardiac biomarkers is done in patients with acute coronary syndromes. The cardiac troponins are highly specific and sensitive in marking myocardial injury. Cardiac troponins have taken over CK-MB. The major disadvantage in using cardiac troponin is that it starts to rise in the patient after about 6 hours of the appearance of the symptoms (Kumar and

Report and Accounts for Tesco PLC Essay Example | Topics and Well Written Essays - 1000 words

Report and Accounts for Tesco PLC - Essay Example The report provided shows an insight of supermarket sector, the emphasis majorly being on the analysis of its finances, competence, resources and culture. There are two options on future strategies that are suggested regarding financial strategies.This company is amongst the biggest in the globe, vested in operations in approximately 2,318 outlets and has employed over 320,000 employees. It also offers services only via its subsidiaries. The United Kingdom is its largest market, in which it runs in four ways superstore, extra, express and metro. The firm’s own labels of products are categorized under three levels inclusive of normal, finest and value. The firm makes sales of approximately 40,000 products of food inclusive of clothing and some other lines that do not deal in food stuff. Apart from convenient products, many stores contain gas stations, making them amongst the largest independent retailers of petrol in Britain. Other services offered by Tesco include personal fin ance. The main reason for the success of Tesco is the various products they deal in, popular products and the brand preferences. Furthermore, Tesco operate online sales of product which has seen them expand internationally and get customers all over the world. There are reasons as to why Tesco is customers’ favorite store in the UK. Tesco have got a well analyzed capital structure which supports the growth of business plan with consideration of their expertise in financial system and cash management. Financial Analysis In Britain, Tesco services offered by this firm are via Tesco bank. The main products offered are inclusive of mortgages, credit cards, savings accounts, and loans. They also offer insurance services like insurance on cars, travel and life. The awareness of these services is boosted by their website and leaflets given out in their stores. Tesco generated a profit worth 130 M pounds in 2007 which rated the value of shares at 66 M pounds. The impact that this mov e created towards the sector of finance brought diversification to the brand of Tesco. It also provided for growth opportunities in the external retail sector.In 2008, announcement was made on of purchase of 50% of its shares. In the year 2009, Tesco Finance changed to a bank. Other financial service was the intent to buy Dobbies Garden. This enterprise owns 28 gardens, almost half in the UK. In 2007, the deal had been sealed by BODs of Tesco on receivership of 53% of shares meeting the conditions that were set. This led to Tesco’s shares rising to 65% and in 2008, the acquisition was fully met. Tesco commenced selling of petrol in the year 1974.The main sources of finance for Tesco plc is long term debts, retained profits, commercial paper, leases, issues and bank borrowings.By the year 2006, Tesco was rated fourth biggest retailer after Carrefour, Wal-Mart, and Home Depot. In 2007, this firm managed to jump Home Depotdue to the sale of division of Depot’s professiona l supply and fall in value of US dollar on Britain pound. Immediately behind was Metro which may also make its way ahead in case the euro becomes stronger against pound. Though, Metro has its sales inclusive of wholesale turnover in terms of billions and its turnover in regard of retail is less than that of Tesco’s.Instead of Tesco increasing its revenue by way of increasing its leverage, they take

What security policies and systems are in place to prevent Essay

What security policies and systems are in place to prevent unauthorized access to the EMR and other sources of sensitive patient information - Essay Example Electronic medical records incline to be a part of the system of healthcare information which facilitates storage, repossession and alteration of the records. EMR enables to augment sharing as well as accessibility of health related records among certified individuals (Skolnik, 2010). Policies in Place to Prevent Unauthorized Access to the EMR The security policies related to EMR have been considered as a major concern under the Health Information and Accessibility Act (AnestaWeb, Inc, 2011). The security policies should be provided major consideration in any organization in order to create an effective functioning environment. Various security policies in relation to EMR have been initiated under certain important measures which are needed to be considered for its development. They are as follows: 1. What the operators want to obtain from the system (i.e. functional requirements). 2. The objects that are required to be protected 3. The objectives which are needed to be acquired with the resources in hand. In the first part, the function of the security policy is to maintain equilibrium between the functional as well as the security aspects of the systems. The requirements for security can be quite difficult due to the costs incurred for the systems and also with the problems faced by the operators while implementing the security systems (Barrows & Clayton, 1996). In the second part, â€Å"Inside attacks† is another important aspect of security policy in relation to EMR (Barrows & Clayton, 1996). These attacks are mainly faced by individuals who are the actual users of the system. The actual users can manipulate or abuse the rights for searching different data for their personal motive or to harm the financial viability of the organization. If the information is leaked it can bring disastrous consequences and can affect the functioning environment of the organization. Policies such as management of access control as well as encryption method can enable t o prevent such occurrences. Another important aspect for the security policy of EMR depicts threats generated from managed care corporations and insurance companies among others (Barrows & Clayton, 1996). These organizations can attempt to reveal protected patient information for their own benefits. The threats which are discussed describe about the secrecy of the patients information and also about the data available to be kept secure. If such information is leaked, it would be disastrous for the organizations’ welfare. In the third part, the security policies or standards for the data, which are needed to be safeguarded for the organization, are depicted in the threat model, which is provided by the Mayo Clinic/Foundation. These policies are as follows: a. Physical security in relation to data center sites: It deals with issues relating to prevention of theft, disaster recovery, backup of the required data and security of susceptible terminal locations among others (Barrows & Clayton, 1996). b. ‘Access control to system resources’: Issues related to controlling the physical devices as well as logical mechanism including computer programs (Barrows & Clayton, 1996). c. Data protection policies: Certain issues related to ensuring consistent protection of crucial data of organizational system is ascertained under this policy. Moreover, measures to be taken against the users who misuse the rights to use the systems properly (Barrows & Clayton, 1996). d. Security of hard copy materials: This security policy ensures to take relevant measures against security breaches of certain delicate documents, which can occur from paper copies of susceptible patient related data and electronic documents (Barrows &

REVIEW OF V. BARKER, 2010 Essay Example | Topics and Well Written Essays - 1000 words

REVIEW OF V. BARKER, 2010 - Essay Example For instance, the number of homicide cases reported was similar to those of the 1960s. These crimes were found in all regions including the suburbs, exurbs, cities, and rural areas. The people involved came from all races and social backgrounds. No one would accuse any group of people of being criminals (Becker 511). Consequently, there was the establishment of some laws in America. One of the laws that could have helped to reduce crimes in America is legalization of abortion in the 1970s. It was a very controversial law but according to criminal justice specialists. It helped a lot. They argue that the unwanted children are not given proper care and end up being thugs. People started being charged with this cases and were severely punished for them. It would also help in controlling the population in order to make it manageable by the number of police officers. Initially, people know that they would not face a severe punishment that led them to go ahead to commit these crimes. Investigations have also been intensified. Nothing goes uninvestigated until the real culprits are caught. It also made criminals to be aware that no matter the crime they commit they will be caught after an extensive investigation is conducted. These are some of the changes that could have seen the decrement of crimes in America according to Becker. Imprisonment was also prolonged. Initially, people would serve for few years no matter the degree of crime committed. The laws were changed, and criminals would face a very long imprisonment that would serve as a lesson to them once they are out. It also means that by the time they are out of prison, so many things will have changed, and the person will be focused on self-recovery and acceptance by the community (Becker 511). Two researchers Alfred Blumstein and Richard Rosenfeld did an extensive research on crime patterns and their punishment. They agreed that long imprisonment was a solution to combat crime in

Year-Round Education Research Paper Example | Topics and Well Written Essays - 1000 words

Year-Round Education - Research Paper Example It is important to know the difference between this modified calendar and traditional system to compare the benefits and drawbacks of this development. Unlike the traditional system where a multiple month vacation (mostly in summer) is given to students, year round schools offer a cumulative holidays of about 2 months distributed over the year. These year round schools can further offer single track, multi track or extended year format. When this new system was introduced in the mid 80s, a lot of controversies erupted that highlighted concerns over certain issues. In order to analyze and compare these two systems it is mandatory to dissect those issues. Traditional system had served its purpose well for a very long time. Now if it was to change it could have some positive or negative effect on the individuals associated with it, most importantly, the students and the teachers (Haser & Ilham 2005). So while comparing these two systems focus should be on observing any change in their a ttitude. For example, a student from a year round school system can be disturbed looking at the kids of his age enjoying their long summer vacations. Other factors that are important to consider are effect on academic performance, cost and changing a norm of a society. Year round Education and Academic Achievement: Various researches have been conducted around the world to compare the two education calendars. Lindsay-Brown, 2010, investigated and compared the impact of year round school calendar and traditional school calendar on the academic achievements in North Central South Carolina. In this study, 256 elementary students from four different schools, each pair following different calendars, were tested using the Palmetto Achievement Challenge Test (PACT). English language arts and mathematics were the subjects tested in the study. After all the fine adjustments were done to the obtained data, the result showed that there was no significant difference in the academic achievements when students from year round schools versus traditional schools were compared. Another review paper of 39 studies (Cooper et al 2003) also indicated a weak and insignificant effect of modified school calendar on academic achievement. Most of the think tanks that are in the favor of this modified calendar place their arguments on the basis of superior academic achievements. These results, however, is in direct contradiction to their theory. Some groups such as â€Å"Summer Matters† believe that traditional school system is best for the students and society. The argument is based on philosophy of family ties and relationships. They believe that long summer breaks allow families to come together and cherish the moments with their children. This social support catalyzes children efforts and stimulates them to perform better in the field of education. Moreover, they insist that summer vacations provide an excellent opportunity for kids to learn and discover new things. Why Year round Education Calendar? So if year round education does not help students to excel in their academics, then why this system has gained popularity over the years? Parents, faculty and administrator weigh certain other factors as well such as growing school enrollments, working parents and shrinking budget (Sheilds & Stevens, 2000). These problems are partially solved by introducing this education calendar. For example, multi-track year round schooling divides students into groups and rotates them in an organized manner. This multi tracking can increase the capacity of school by 30%. Therefore, the total number of students accommodated in 4 traditional schoo

Critique of the paintings by the artist A.E. Backus Essay Example for Free

Critique of the paintings by the artist A.E. Backus Essay Albert Ernest â€Å"Beanie† Backus is a gifted painter born on January 3, 1906 in Ft. Pierce, Florida. He studied at the Parsons School of Applied Art in New York but his talent in creating wonderful works of art is considered to be only self thought. He devoted his time in creating Florida landscapes after he came from the war and his works became widely popular through his exhibitions in Miami and Palm Beach. (A. E. Backus: A brief biography, 2007) Backus is famous for his creative works that feature picturesque Florida views like sunsets, the vistas of the Everglades, and spectacular beach and river views. One of his artworks, titled the â€Å"Early Taylor Creek† was in fact a nice example in his set of landscapes. Created in memory of S. N. Baruch, this work of art shows a view of a boat resting on a side of a creek with palm trees and a house looming on its background. The outlines of the shapes and lines are not overly emphasized and are applied in light strokes creating a wispy sort of image to the view. The colors used are mostly in the hues of light green, brown, and blue giving the impression of solemnity and mildness to the artwork. The shading of the colors in the picture is applied subtly while the texture gives a rather unrealistic and semi-solid sense of touch on the surface because of the way the lines are applied in wispy strokes. (Permanent Collection, 2007) When it comes to the application of the principles of design, this work of art can undoubtedly be considered as one having a nice visual balance. The informal type is used in this work wherein unlike objects are placed on either side of the picture to create the illusion of balance. With the boat serving as the central point, Backus created equilibrium by painting a clump of trees on the right side and pairing it with the picture of the house, an expanse of grass, and a withered trunk on the left. (Principles of Design, 2007) Variety is the principle that artists use to make a certain artwork interesting by creating complex relationships in their works to make it appealing and lively. For some painters, however, the concept of variety is out of the question when they want simplicity to rule in their creations. Here in Early Taylor’s Creek, the principle of simplicity is the one used because it displays elegance despite of its plainness in subject. The boat resting on the side of the creek and the house on its background, on the other hand, shows the application of the principle of emphasis since these are the objects that stood out most on the painting. (Principles of Design, 2007) When it comes to contrast, the concept of low contrast is applied in this work since the colors used are mainly in the same hues and the shapes doesn’t give an impression of obvious difference on the whole of the artwork. Repetition is displayed here by the withering trunks on both the left and right side of the picture and it also showed good rhythm by the way Backus painted the trees and the grass swaying in the same direction to emphasize movement. Also, the principle of scale showed here are shown in correct proportions to the standard size references of the actual objects making it look realistic in nature. The spacing of the objects in the picture is done well and the motions as well as depth are also simply well-displayed. (Principles of Design, 2007) Backus has an unrequited passion for wildlife and plants and through his natural talent; he was able to produce captivating paintings of tropical flowers and other flora. One of his particular favorite as his subject is the hibiscus which is a native in Hawaii and Malaysia. One of his paintings featuring this ubiquitous flower is his work called the â€Å"Offering to the gods† which features a native mask standing amidst a background of several leaves with a red hibiscus lying on its side. (Wikipedia, 2007) Studying the elements and the principles of designs applied to it, this artwork can be well considered as the opposite of Early Taylor’s Creek. The lines and shapes used here are well defined and geometric compared to the earlier landscape giving it a solid and distinct impression. The colors used here are mostly in black and in shades of dark brown, green, and red which gave it a rather gloomy and mysterious kind of feel. The shading applied also added to the factor of the artwork’s shadowy appearance. Due to the smooth application of strokes and the defined lines, the Offering to the gods was able to attain the kind of solidity that lacked in Early Taylor’s creek. (Backusgallery. com, 2007) In examining the principles of design used here, it is noticeable that this creation didn’t use the principle of balance. All the weight is placed on the left side of the picture because of the mask and the clump of leaves behind it. Only the hibiscus flower was placed on the right but its bright red color somehow made up to its lack of size when compared to the dull colors of the objects painted on the left side. Simplicity isn’t also applied here because when you first look at the picture, you will quickly notice the stand out image of the mask looming over the startling red hibiscus lying prone on its side. (Principles of Design, 2007) When it comes to the principle of variety, what lacked in Early Taylor’s Creek was abundant here in this work. Because of this picture’s mystifying look, it possessed a certain complexity that only the aspects of variety can only give. However, emphasis is hard to distinguish in this artwork because there are only two subjects painted here and both are certainly noticeable. The native mask can be considered as the focal point of the painting because of its appearance and size but the hibiscus can also be taken in as the important subject because its bright red color stands out from the shadowy background of green, brown, and black. On the other hand, the concept of high contrast is used here because of the emphasis of the color of the hibiscus over the shades of the mask, leaves and the background. (Principles of Design, 2007) The concept of repetition is out of the topic since the two subjects here are far different from each other. The principle of scale, however, was quite noticeable in this painting because of the monumental size of the mask over the hibiscus flower. Motion is not applied since the subjects portray a fixed position and the principle of rhythm is also disregarded since it is connected to the concept of repetition. The depth possessed by the artwork is also unfathomable because of the mysterious and gloomy quality brought by its subjects. (Principles of Design, 2007) The Early Taylor’s Creek piece is more appealing to me because of its sheer simplicity and elegance. Its concept is also easy to understand and interpret compared to the dark ‘feel’ that the Offerings to the gods give. I also find that the principles of design are well applied here because the concepts of balance are applied soundly and the lack of variety makes people to easily connect with the message it communicates. Movement and rhythm are also very well handled making this painting more realistic in nature. The Offerings to the gods’ concept may be appealing because of its mystifying aura but Early Taylor’s Creek is still my choice because of the light and placid feel it displays. References: Backusgallery. com. (2007). A. E. Backus: A brief biography. (2007). Permanent Collection. (2007). Principles of Design. (2007). Wikipedia. (2007).

Occupational Health and Safety Management System Development

Occupational Health and Safety Management System Development INTRODUCTION 1.1 Background In recent years, there have high number of occupational death and injury to occur in warehouse. This number of occupational accident not only damage for worker. This also is a greatly affect the productivity of society. Follow the Government statistics result in 2005, there have HK$ 1.02 billion compensation to injury worker and their family. This table are show the number of accident are decrease from 35,986 to 33,652 is decreasing compare with one year. Furthermore in economic way, after accident are also affect team morale, feeling and productivity. Under the statistics result to find that about 1.7 million sick leave day after occupational accident to lead the economic loss. In individual way, not only physically damage for worker. In psychology way, are also needs to pay more time to recovery and step by step to build up their working feeling to improve the productivity. To reduced the number of occupational accident and injury in warehouse and workplace. Need to evaluate and analyses more detail before setup the workplace. So that why we need to depend on Occupational safety and health management systems. Apply technical simulation, research and analysis the normally cause of injury and accident from unsafe workplace, environment, insufficient safety facility, unsafety working behavior with worker. In Fig 2 are separate to three main industry field to make more easily to evaluate and make technical comparison and convenience to analysis the data to make some decision Before to analysis and evaluate the cause of occupational accident. Firstly to study occupational guideline and review cause to evaluate the potential hazards in the existing or in progress workplace environment. In Fig 3 are show the potential hazards in site are damage to the worker. Cause the accident are the mild steel board are pressing to his leg. Then organize the good safety and occupational management specific system for specific work place. This mean not all-occupational management system can fully satisfy for all warehouse and workplace. But following the previous case, In real condition to analysis their right safety attitude and his working method from worker and operator is very difficult to know. So need to really understand specific workplace for different condition and different ways. For example: Occupational accident involves human, tools or machine and workplace. In human way, require knowing worker or employee working background, enough safety aware knowledge and operation experience for employer reference. Furthermore in external ways are also become factor to affect the employee working performance. It can include working duration; temperature, actual workplace, and rest time are really enough provide for employee to reduce mental fatigue. Try to study those following factors to establish for the occupational safety and health system for different working area. Then to use this effective human and environment data to redesign or rearrange to reduce or prevent the occupational accident and improve the confident for their job. Our goals have been try to really know the main cause depends on operators perspective and his working experience. Furthermore can apply this knowledge or experience to establish solid know base to prevent or reduce the occupational accidents in warehouse or industry field and improve to high standard of occupational and health in Hong Kong. 1.2 AIMS These aims of the final year project are introduce the occupational and management system in warehouse and to analyze this management system for some simulation approach. 1.3 OBJECTIVES 1. To develop and set up a safety and health management system. 2. To determine the major cause of occupational accident in warehouse. 1.4 METHODOLOGY To satisfy the objectives, this report can divide into two parts. The first part is collect major data from our warehouse. The second part is using the result to improve the safety and health management for warehouse. In the first part, we step by step to collect and research some data from the working location. We need to record the working behavior and observe their working process to analyze their working sequence. And then base on their working process to find out which working process will cause occupational accident. That following data I will collect from my part time job location in the garment warehouse. And I will develop the safety and management system to help for this warehouse to reduce number of accident. This following data for case study will show into next part, such as causes of accident, working environment. For these case studies, warehouse supervisors and staffs are interview from survey Questionnaire. From this questionnaire will list number of possible cause can lead the occupational accident. The survey result will show in the following chapter. 1.5 Organization This case study is divided into eight chapters and following the sequence to satisfy the project objective. Then will list the introduction of content. Chapter One Introduction Chapter One is introduces the background, objective, aims and methodology of the case study in the listed chapter. Chapter Two Literature Review Chapter Two will separate into six sections, in the first part will overview different type of stages of safety and health management system. System structure, simulation, and implementation. Chapter Three System Design In chapter three will show my possible system design. Firstly to collect the real data, make some case analysis and use simulation software to simulate the cause of accident. The method will show in this following chapter. Furthermore, the format of the survey questionnaire is shown in the below. Then the possible cause of accident will also list in the literature review. This purpose can fulfill the achievement for the objective. Which criteria of accident cause will choose more detail in this chapter and fulfill objective 1. Chapter Four Result Survey Questionnaire Chapter four will list the following result and problem finding from the questionnaire. Depend on the serious mistake and then analysis the result. Then will present the survey result into this chapter. From the analysis result to calculate the mark and using statistical method to present which condition will easily to have occupational accident. This following result can satisfy the objective 2. Chapter Five Discussion In Chapter five, It will group some similar data from each survey. According the relevant result or pattern of warehouse accident cause. After that to following the average to arrange the importance level from workers feedback. Next part of this chapter Chapter Six Conclusion Chapter Six is the final chapter for evaluates the analyzing result. Depend on the result and develop the suitable occupational and safety management system for this warehouse to prevent accident to make worker injury. Chapter 2 Literature Review 2.1 Introduction This following aim for this chapter are show the literature review related for the occupational and safety health management system, cause of occupational accident for real case. Firstly to divide into two part. One part is Cause of warehouse occupational accident and next part is safety and health system. As the cases are depend on various components and different situation will make different warehouse accident occurrence, Moreover are included some tasks with workplace design, implementation, and outcome will be discussed. In the next part, these purposes for make a summary for different types and possible accident in the warehouse and notice in the different literatures. Then will classify this possible cause, and make details revision for different cause to find out the cause of accident in warehouse. 2.2 Definition of Terms 2.2 Definition of Occupational Safety and Health Definitions A definition of safety and health means in the working area with cross-disciplinary have safety facilities, protection, and health for the worker. The goal is provide the safe working environment for all occupational fields. The purpose is protecting for the employer, employee, client, and workers family, supplier, public and community work by the work place. Such as public health field, occupational medicine, ergonomics, industrial field in production factory, warehouse, construction site. 2.3 Definition of Safety and Health Management System Occupational safety and health management system is integration management method to reduce risk in work place. It followed safety guidelines and reassigns this process need to teamwork support and management leadership to monitor the status. Depend on different business organization to form based conclusions and various results. And require higher usage rate of the safety and management system than type selected. It should be provide good atmosphere for implement the occupational safety and health to implement and practices. 2.4 Structure of Safety and Health Management System Structure of Safety and Health Management System are divide into SIX main criteria is Planning, Developing, Organizing, Implementing, Measuring and Reviewing. 2.4.1 Planning Planning is procedure to evaluate which criteria should be to complete. Firstly to classify which safety and health task should be suitable to apply in warehouse and use relevant Safety and Health Management Regulation. Then will accord sequence for the safety and health object to design and achieve that. Furthermore need accomplish this safety object may be lead to arise the financial and usage of resource. Secondly, for the management team need to determine the initial stage to analysis for existing safety and health system to make are some lay outs. Then will make some estimation to define the priorities of working process for risk management control and hazard reduction. After will setup the standards for the system outcome. Later should be make regular status assessment to analysis for the safety and health system in the daily process. Additionally, there are detail to show how to define the initial status analysis, regular analyses and risk estimation is shown as follows a) Initial status analysis This is a measuring step to find out exist job location are focus the importance of the safety and health business for the initial in the warehousing in progress. It should be first time to setup done in the safety management system depend on the proprietor of the working process. Furthermore, the employer should provide enough facility to worker for the Safety Management Regulation properly. b) Regular status analyses After operate initial status analysis, employer need to keep regularly applying the improving safety and health management system in warehouse continuously. The safety officer or supervisor should be classify the scope and regularly to apply assessment for analysis to be following: ~ The problem findings / safety and health management system revision ~ Introduce usage the new technology ~ Rearrange in management of organizational structure. c) Risk Estimation This aims for planning task, risk estimation is apply to test and establish the data file for overall risk in warehouse operation Then the problem findings will apply into the formula to create the risk reduce strategy, assign the safety and health object and set up the performance standards and object priorities. Basic procedure in risk estimation include as follow: 1) Classify of potential hazards This is procedures of classify all-important and potential hazards are related into working process and need to concern the damage of the user. 2) Evaluation for risk This is the procedure of the evaluation for specific subject of risk with every potential hazard that suppose each facility are in control in workplace, and decide the effective task and the result of their failure. Then need to concern if the risk assessment have some tolerance, if the tolerance occur, the supervisors need input into record which in or out of the statutory standard are also need to transform to international approve standards. If the risk can met or lower for the suitable level that will take it into tolerance counted. After the potential risk evaluation, there is elimination and reduction task to classify and for control purpose: i) Setup safety and health process and potential control standard The safety and health process should be no tolerance during the developing. ii) Maintenance and Carry out the safety and health process It should be appropriately to support and implement the Safety and health process and risk control. In the other hand, risk management control should be kept in effective. iii) Review of safety procedures and risk control measures Regular review is necessary for safety process and risk control. Need to be keeping in suspect way check the system isnt in function. When the critical change occurs is also related. After the risk assessment will discuss into next part. 3) Assign person for implementation The safety officer or supervisor needs to select a reliable staff or worker to implement analyses in progress and risk assessment. This reliable person should have: (a) Make sure this person should be keeping the system in progress. (b) Provide a technical training course and practice to earn the management experience. 2.4.2 Developing This is a process to how to achieve the safety and health management system 1) Following this status, the warehouse supervisor need to be clearly explain approval safety and health policy and document with specific objective in the initial planning status and make sure that policy involve this following agreement : i) To accomplish a high quality standard of safety and health to promise to met minimum requirements and regular to practice to keep in high performance. ii) The first line supervisor should be have primary responsibilities to create the occupational safety and health system to keep in progress. iii) Offer enough resource to carry out the system iv) Make sure acquaintance, maintenance the system, carry out the system for each level of management system. v) Ensure each worker can provide sufficient safety knowledge and training to work for their job and responsibilities. vi) Provide the regular review the management system. 2) Implement the safety and health system by the supervisors should be provides and arranges effective management planning for specific objective. i) Distinctly direction to lead to supervisor and manager cooperate with worker to achieve the specific target of the safety and health management system. This safety and health management system should be setup in the industrial and warehouse undertaking for first line management team, collect opinion and more helpfully for safety and health individually. All worker and different grade of manager should be participating for each stage of safety and health system. Not fixed format of the safety plan for how detail and pattern. Furthermore, the plan should be describe the policy of the safety plan, specific objective and which level of standard can be accomplish, measuring level. Then the key point should be set it out: a) Fully preparation for supervises the management plan to be success. b) Apply the management system should be implement and well prepare each component into industrial field. c) The responsibilities should be properly to assign into safety and health system. For necessary use, it should be include safety guidebook, method statement, and safety manual. Every level of managers, supervisors and worker should clearly understand the plan and their duty and focus in implementation. Developing the effective sharing system in structure. Lastly, safety and health plan need to fixed period to revise or review to improve the system more effective. 2.4.3 Organizing This is a communication and sharing procedure of the relationship between user and resources control in the working structure to complete their goal. The proprietor should be mention for relevant industrial is needed: i) Fully synthesized in the industrial field and apply into each process by different size of jobs. ii) Appropriate to provide enough money and can suitable fit the company size and characteristic for policy in progress should be suitable to developing and maintaining the parts of the safety and health management system. iii) It should be organize by have industrial field experience staff to set up and provide practice more efficient and effectively. To from a similar industrial field iv) To assigned responsibilities of safety and health for each staff. iv) To assign the operation for the safety member, a safety department/unit/group (safety officer means a person employed as a safety officer in an industrial undertaking under the Factories) vii) Need to offer authority to implement their safety and health responsibilities viii) Make a meeting to sharing the occupational and safety and health information more effectively. 2.4.4 Implementing This is the process of carrying out or applying the practice and training into accomplish the specific purpose. Make sure that have enough manipulate and applicable control for the performance followed in the management plans. Follow this step, the employer of a relevant industrial field is needed: i) To evaluate and carry out the plan to classify the risk and then can fulfill the legal standard as well to mention the safety management. ii) Need to provide enough monitoring and make sure that plan can effectively to carry out. iii) Well prepare and keep providing adequate documentation work to record and keep checking the management progress in the work place. iv) Well design the emergency system plans for special situation and keep it system into critical precedence. 2.4.5 Measuring This is a process for checking the management system performance to against legal standard to let them know where has potential risk need to control and improve. Furthermore to let them know which objective can fulfill the objective or not. In this measuring part, this part will derive the feedback system for this stage for system development and implementation and then to enhance ability of the system maintain to reduce the risk and continues keep it efficiency. Following this stage, the proprietor of an industrial field is needed: i) to implement the monitoring review, such as, hardware inspections (for example : machine, plant and building) and software inspections (such as : human, working process and working system), ii) Especially for supervisors, team leader have responsibilities to compactly monitor the performance of the safety and health management system iii) To implement the monitoring of the potential hazard management control, such as supervise of occupational accident, health display demonstrator and near misses. iv) To make decision for the immediate situation of performance and classify the potential causes and to involve for the system design and system operation of the safety and health management. v) To correct whichever situation identified during in the monitoring and checking process. vi) During the observation procedure to develop and carrying out status to continuously to get the opinion information to improve the safety and health management system in working operation. 2.4.6 Reviewing These mean to implement to estimate performance in regular monitoring of safety and health management system. Auditing is construct the feedback systeminto planning stage which to enhance, maintain and establish more effectively to prevent the risk occurs. In addition, the information sharing and flowing into the planning, developing implementing and maintenance stages. In the other hand, reviewing stage also can make sure that working process be correct of the safety and health management system. Following this reviewing stage, the employer of warehouse field is needed: i) To periodic a safety auditor or safety officer to regularly present safety audits review with sections 13 or 19 of the Safety Management Regulation. ii) To setup facilities, safety information for the safety officer review proposes of safety regular evaluate according sections 14 or 20 of the Safety Management Regulation iii) When safety review assessment hand-in to take the appropriate action, such as design the safety and management plan improvement and carrying out the management system in sections 16 and 22 iv) Regularly to receive the opinion information from the safety assessment and audit for modify the planning, developing, organizing and implementing stages to step by step to improve the safety and health management system in working procedure. Safety and Health management system model can be diagram summarized for the following: Management model to develop, implement and maintain a safety management system Fig.4 Safety and Health Management Structure Model Legend Information Link Control Link Chapter Three System Design In chapter three will show my possible system design. Firstly to collect the real data, make some case analysis and use simulation software to simulate the cause of accident. The method will show in this following chapter. 3.1 SAFETY CONCEPT The purpose of this section to make a basic introduction of the safety system concept and indicate some methods by different potential hazard can be produce. This is very important for the system users and system maker of the safety simulation to clearly know the concept of safety and expect which type of risks are show in the simulation. As you know, there are no fully dependable way to prevent hazard during the working process of safety and health system. Safety concepts difficult for each people fully understand. But we can also say liberty for working place situation can make body damage, death, tools and equipment damage. So we try to develop the safety system to make safe completely, but sometime design safety system is need to concede system performance and function for some design change. If we following to apply the system into warehouse, the safety system to be effective, but the system are also have some remnants of risk can need accept. After that will be have more interrelate with external condition, then the remnants if risk will need to keep going to solve from safety system. It reminds that no any system can fully to prevent all the risk from safety system, no matter what the system is really outstanding can manage external condition and worker actions are also cannot perfectly to reduce all accident in warehouse. On the other hand, if insert too many of safety characteristic into safety system may be affect the original goal for the warehouse. The level of safety function is needed to concede based on the level of accident. The potential hazard caused by the people, tools and equipment and working condition are mixed together to make a possible to occur. Such as, a potential hazard apply in normal procedure, but the working area are existing a number of worker will cause high hazard for the worker. 3.2 System design lay out Fig 5 The Safety System In this warehouse environment, this is mixed system that includes people, working process, workplace, and product. There also are important criteria for this process. That complicated system is involving high frequency of interaction with external working environment. This system can apply into different way of workplace to define number of potential risk. Contrarily, we can apply the result and data to demonstrate and analysis the number of potential hazards. Then apply this system to prevent and reduce the high potential risk. 3.3 Basic Accident Mode Accident is an unexpected event during in working process that also causes unexpectable damage for worker, destroy the production process, and may be loss the life during the process. Furthermore, we find that result basically in control mechanisms, potential hazards, working exposure and beginning of implementation, that following long chain criteria to from accident. In unsophisticated way can define that has potential hazard situation, then to start implement the event, that following the event order to acquire the result form accident. In real situation, that potential risk is existing, but we can control by a number of confirmative control mechanisms. Fig 6 Basic Accident Mode In the accident model way the accident appears in accident model way, this means the control mechanisms are failure. The model of Basic Accident had shown in Fig 6. Later will present more complicated model with number of accident chains with different potential risk situation to pass through and number of control mechanisms by passed when the accident appear. There is the complicated model to show in basic accident mode and try to indicate the point during into the number of effect in accident control to analysis to prevent the chance of accident appearing. Fig 7 Loop of Accident Feedback Figure 7 present the loops of feedback and identify what is suitable way to manage the safety and health system. After we receiving this opinion and according this follows mechanisms to classify for the information system for safety purpose. And each criteria insert into accident chain and is a chance to indicated the potential risk, reported the accident details and apply the control mechanisms to reduce the unsafe and potential hazard. The function of loop A is provide the minimum requisition for safety system and construct the accident reports to show the details and unwanted incidents. But this posting may not actually to prevent in the initial accident and not sometime to make a good effect to avoid the accidents occur in the future for insert into the statistical analysis to solve the system of safety and health management issue. The loop B is normally lower frequency to carry out and open-heart and regularly to report of dangerous acts. There are the precursors for the accident, Loop B can assign for the safety control. Loop C and Loop D are commonly more operative and apply for the proactive safety and health management and for classify potential hazard circumstances in the early status during in the chain. That following significant concept is suitable for simulation condition, and partly cause for technical accidents. Two important fail identification applied in active and latent in the basic concept in this model. Beginning the design, establish and operate the safety and health simulation system. A. There is meaning of the mistake or to contravene will have contrary effect immediately. These active failures are normally to relate into the worker activity during in the safety and health management system. These modes of active failures are not famous to apply into the system during into decision making in not approval. B. On the other hand, there is some decision-making and some operation which to make the condition without immediate reaction. They create this condition will to hibernate in long period of time till to touch off the action when the accident to appear. These means the latent failures are famous able to apply for the system from the operator to take out from the operation immediately. 3.4 Potential Hazard management and control flow When a number of risk and hazard occur can be to calculate for reduce, prevent and easily to control. Figure 8 plates in a risk identify method process. It clearly to show that can fully satisfy the requirement to reduce and prevent the hazard appears from the system design, but if cannot satisfy for different criteria to manage the potential hazard. There are following ways had be provide, provide the system training for the system users and setting the warning system for notice the users. Fig 8 Hazard preventable Flowchart However, if can classify the potential risk can be maximize to eliminated and to spread the possibility for long remain. These can transfer the remnant risk to safety and health system operator for control. Fig 9 Change of Remnant and Unclassified hazard As shown the diagram 9, the remnant risks are mixed into classified hazard which to consider that acceptable. Then the cognitive risks are transfer to users, they indicate for them to manage the document and link up to users. 3.5 Criteria FOR SIMULATION SAFETY This is a large size of safety and health guideline for applies into the simulation area. a) The judgements and care the safety and health simulation by authorized people. b) Provide safety support and safety advice in working place and other working area. c) Through latent and active failures to introduce in the comprehensive condition. d) Comprehensive working environments can advise their working area have owned potential risk as simulation the sickness and prevent the negative training. e) Need to mention the software and resources to reapply for new system and other new working objective. f) When issue the simulation need to concern the backgrounds of workers can select their different safety attitudes and standards, and safety technique level. It can prevent the hazards during the safety simulation system. Fig 10 Life Cycle System The capability system can operated and progress through the life cycle and therefore included five phases. This process in the beginning stage for classify from new capability and obtain from proceeds, services support. Then the safety simulation needs to concern the life cycle for system complete. Under the safety and health system are need to prepare the life cycle of the simulation system. 3.6 Key of Safety control The simulation life cycle are processing are involved a number of tasks. When processing the system is need to planning in the beginning stage for test and analysis activities. Apply this safety and health management system is demand to passing through all existing stage of simulation life cycle. Furthermore, also have number of safety and health management activities are also involve for different phase of a life cycle system are shown in Fig 10. And detail define total safety and health management events are need to documented information, and involve a number of management activities are applying independently. Then will applied in unfailingly method is passing through to organization. Following the pre-determined planing of the safety and management activities to present the systematic format. Fig 11 Safety Activity for each Life Cycle stage Safety Activity to be involved the Life Cycle stage Stage 0 Stage 1 Sage 2