Minutes of Annual Shareholder Meeting
年度股东股利分配方案 英文
年度股东股利分配方案英文以下是一个年度股东股利分配方案的英文示例，你可以根据实际情况进行修改：Annual Shareholder Dividend Distribution PlanObjective:The objective of this Annual Shareholder Dividend Distribution Plan is to outline the proposed allocation of dividends to the company's shareholders for the fiscal year ending [Year].Dividend Declaration:The Board of Directors has approved the declaration of an annual dividend to the shareholders of [Company Name]. The dividend will be distributed in accordance with the number of shares held by each shareholder as of [Record Date].Dividend Amount:The total dividend amount to be distributed is [Total Amount], representing [Percentage]% of the company's net profits for the fiscal year.Dividend Payment Date:The dividend will be paid on [Payment Date] to shareholders of record as of [Record Date]. Payment will be made through [Payment Method], and shareholders are encouraged to ensure that their contact and banking details are up-to-date.Tax Implications:Shareholders are advised to consult with their tax advisors regarding the tax implications of the dividend distribution. The company willprovide necessary documentation to assist shareholders in meeting their tax obligations.Reinvestment Option:Shareholders have the option to reinvest their dividends in additional shares of [Company Name]. Details of the reinvestment plan and enrollment procedures are available on the company's website or can be obtained by contacting the Investor Relations department.Shareholder Meeting:A shareholder meeting will be held on [Meeting Date] to address any questions or concerns regarding the dividend distribution plan. Shareholders are encouraged to participate and provide input on future dividend policies.Conclusion:The Board of Directors expresses its appreciation to all shareholders for their continued support. The company remains committed to delivering value to its shareholders and looks forward to their continued participation in the company's growth.[Company Name][Date]请注意，这只是一个示例，实际的股东股利分配方案可能需要根据公司具体情况进行调整，并遵循相关法规和规定。
英文版通知作文 带通知日期
英文版通知作文带通知日期English：Notice of Annual Meeting of Shareholders.Date: March 20, 2023。
Time: 10:00 AM (Pacific Time)。
Location: Hilton Hotel, 123 Main Street, Anytown, CA 91234。
Agenda:1. Opening Remarks.2. Approval of Minutes from Previous Meeting.3. Presentation of Financial Statements.4. Discussion of Company Performance.5. Appointment of Auditors.6. Election of Directors.7. Shareholder Q&A.8. Adjournment.Note:1. All shareholders are cordially invited to attend.2. Only shareholders of record as of March 1, 2023, will be entitled to vote.3. Proxies must be submitted by March 15, 2023, to be valid.4. For more information, please contact the company secretary at [email protected]中文回答：股东大会通知。
日期， 2023 年 3 月 20 日。
时间，上午 10:00（太平洋时间）。
地点，希尔顿酒店，123 Main Street，Anytown，CA 91234。
议程：1. 开场致辞。
2. 批准上届会议纪要。
3. 财务报表展示。
英语作文模板告知信
英语作文模板告知信英文回答：Notice of the Annual General Meeting (AGM)。
To: All Shareholders of [Company Name]From: The Board of Directors。
Date: [Date]Subject: Notice of Annual General Meeting。
Notice is hereby given that the Annual General Meeting (AGM) of [Company Name] will be held at [Venue] on [Date] at [Time].Agenda。
The agenda for the AGM is as follows:1. Introduction and Welcome。
2. Approval of Agenda。
3. Minutes of the Previous AGM。
4. Chairman's Report。
5. Financial Statements。
6. Appointment of Auditors。
7. Election of Directors。
8. Shareholders' Questions and Discussion。
9. Other Business。
10. Adjournment。
Shareholder Participation。
All shareholders are cordially invited to attend the AGM. You may attend in person or by proxy. A proxy form is enclosed for your convenience.Voting Rights。
Each shareholder is entitled to one vote for each share held as of the record date. The record date is [Date].Important Notices。
公司章程英文版（2）
公司章程英⽂版（2）公司章程范本英⽂版 Article 22 When a shareholders’ meeting is to be convened, a notice shall be served to all shareholders 15 days in advance. Any shareholder who cannot attend due to some reasons may appoint a representative to attend on his behalf. ⼀般情况下，经全体股东⼈数半数(含半数)以上，并且代表⼆分之⼀表决权的股东同意，股东会决议⽅为有效。
Generally, a resolution is deemed valid on a shareholders’ meeting when it is approved by 1/2 (or more) of all shareholders and by over 1/2 voting right. 修改公司章程，必须经过全体股东⼈数半数(含半数以上，并且代表三分之⼆以上表决权的股东同意，)股东会决议⽅为有效。
Any modification to these articles of association must not become valid until it is approved by 1/2 (or more) of all shareholders and by over 2/3 voting right at a shareholders’ meeting. 第⼆⼗三条股东会应当对所议事项的决定作成会议记录，出席会议的股东应当会议记录上签名。
Article 23 The shareholders’ meeting shall keep meeting minutes of decisions discussed, and shareholders attending the meeting shall sign on the meeting minutes. 第五章执⾏董事Article 5 Executive Director 第⼆⼗四条公司不设董事会，设执⾏董事⼀名，执⾏董事⾏使董事会权利。
职业英语词汇大全
职业英语词汇大全职业英语是指用英语进行职场交流和职业活动的语言。
在现代职场中，掌握职业英语词汇对于与外籍员工合作、拓展国际市场、提升职业素质都非常重要。
本文将为您提供职业英语词汇的全面介绍。
一、商务英语词汇1. Company structure 公司结构- Chief executive officer (CEO) 首席执行官- Human resources (HR) 人力资源- Sales and marketing 销售和市场营销- Finance and accounting 财务和会计- Research and development (R&D) 研发- Information technology (IT) 信息技术2. Business negotiations 商务谈判- Contract 合同- Agreement 协议- Terms and conditions 条款和条件- Price negotiation 价格谈判- Mutual benefit 互惠- Win-win situation 双赢局面3. Presentations and meetings 演讲和会议- Introduction 自我介绍- Agenda 议程- PowerPoint presentation 幻灯片演示- Q&A question and answer 问答环节- Minutes of meeting 会议记录4. International trade 国际贸易- Import 进口- Export 出口- Customs 海关- Shipping and logistics 运输和物流- Tariff 关税- Trade agreement 贸易协定二、医学英语词汇1. Medical specialties 医学专科- Cardiology 心脏病学- Dermatology 皮肤科- Pediatrics 儿科- Gynecology 妇科- Oncology 肿瘤学- Orthopedics 骨科2. Clinical procedures 临床程序- Diagnosis 诊断- Treatment 治疗- Surgery 手术- Medication 药物治疗- Rehabilitation 康复- Palliative care 安宁疗护3. Medical equipment 医疗设备- Stethoscope 听诊器- Blood pressure monitor 血压计- Electrocardiogram (ECG/EKG) 心电图仪- MRI scanner 核磁共振扫描仪- Ultrasound scanner 超声波扫描仪- X-ray machine X光机4. Medical terminology 医学术语- Anesthesia 麻醉- Biopsy 活检- Intensive care unit (ICU) 重症监护室- Rehabilitation therapy 康复治疗- Chemotherapy 化疗- Radiology 放射学三、工程英语词汇1. Civil engineering 土木工程- Construction 建筑- Structural design 结构设计- Bridge 桥梁- Tunnel 隧道- Highway 公路- Foundation 基础2. Electrical engineering 电气工程- Power generation 发电- Electric circuit 电路- Transformer 变压器- Generator 发电机- Circuit breaker 断路器- Electrical wiring 电气布线3. Mechanical engineering 机械工程- Machine design 机械设计- Manufacturing 制造- Robotics 机器人技术- Industrial automation 工业自动化- Fluid mechanics 流体力学- Thermodynamics 热力学4. Environmental engineering 环境工程- Pollution control 污染控制- Waste management 废物管理- Water treatment 水处理- Air quality 空气质量- Renewable energy 可再生能源- Sustainability 可持续性四、法律英语词汇1. Legal terms 法律术语- Lawsuit 诉讼- Defendant 被告- Plaintiff 原告- Evidence 证据- Verdict 裁决- Appeal 上诉2. Contract law 合同法- Offer and acceptance 出价和接受- Consideration 对价- Breach of contract 违约- Termination of contract 终止合同- Confidentiality clause 保密条款- Force majeure 不可抗力3. Intellectual property 知识产权- Patent 专利- Trademark 商标- Copyright 版权- Infringement 侵权- Royalties 版权费- Licensing 授权4. Corporate law 公司法- Shareholder 股东- Board of directors 董事会- Mergers and acquisitions (M&A) 兼并与收购- Corporate governance 公司治理- Shareholder resolution 股东决议- Annual general meeting (AGM) 年度股东大会以上只是职业英语词汇的一小部分，掌握这些词汇将有助于提高职业素质和在职场中更好地与他人沟通。
巴菲特的最大弱点：不会炒人
Warren Buffett on his biggest weakness巴菲特的最大弱点：不会炒人Can you build one of the world's most successful companies and also be a great boss? Warren Buffett may be one of the few executives to accomplish this feat.你能既打造出世界上最成功的公司之一，同时又当一名好老板吗？有这样成就的企业负责人不多，但沃伦•巴菲特可能是其中一位。
In acquiring the dozens of companies that today make up his $315 billion Berkshire Hathaway (BRKA), Buffett has never dirtied his hands much with the sort of cost-cutting, layoffs, and management shakeups that often follow acquisitions at other firms. While Buffett's style of allowing even underperforming businesses to languish is part of what makes him so unique, it is also his greatest shortcoming, the Berkshire CEO and chairman admitted during the company's annual shareholder meeting this past weekend in Omaha.今天的伯克希尔-哈撒韦公司（Berkshire Hathaway）价值3150亿美元，由几十家子公司组成。
民办学校董事会章程范文
民办学校董事会章程范文董事会是股东会或企业职工股东大会的业务执行机关，负责公司或企业和业务经营活动的指挥与管理，并向公司股东会或企业股东大会负责并报告工作。
董事会必须执行股东会或职工股东大会所作的重大事项决定。
第一章总则第一条，学校名称为xx市xx科技学校(以下简称学校)。
第二条，学校住所为xx市xx区xx镇xx街15号及xx区xxxx路1124号。
第三条，学校为段绪红等自然人与xx市xx区轻工机械总厂(以下简称轻工总厂)联合出资举办的全日制中等职业技术学校，不以赢利为主要目的。
第四条，学校宗旨是遵守宪法、法律、法规和国家政策，遵守社会道德风尚，通过校企联合、产教合一，培养有理想、有道德、有文化、有技能、有特长、守纪律的初中级复合型、实用型人才，建设一所渝东区名符其实的职教示范学校。
第五条，学校的业务主管单位为xx区教委，登记管理机关为XXX，学校接受xx区教委和XXX的业务指导和监督管理。
第六条，董事会章程对学校股东、董事、监事、校长具有约束力。
第七条，全体股东无担任董事，董事会为股东会，股东会亦为董事会。
第二章资金来源第八条，学校由4个股东共同出资设立。
第九条，股东名称、出资形式、出资额一览表：注：(1)涉及轻工总厂、原xx科技学校及各自然人在本章程生效日之前发生的债务，不得在本章程生效日之后以学校资产进行冲抵。
2)各股东筹集的股资中，原xx科技学校2004年12月28日前的已置校产及无形资产以计，其中xxxx拥有44.3万元，xxx拥有7.2万元，xx拥有3.5万元。
轻工总厂折旧中巴车计2万元。
其余股资全部以现金方式注入。
有形资产表及无形资产说明附后。
3)各股东新入股资金，在本章程经所有财会手续完善，所有股东签字，相关部门同意、核准之后三个工作日内注入全部新入股资金的30%，余额在2005年5月20日前陆续注入。
第十条，学校享有股东资形成的全部法人财产权，学校以其全部资产对学校的债务承担责任。
2023四级6月份听力原文
Passage OneNarrator: Good morning, ladies and gentlemen. Welcome to the annual shareholder’s meeting of XYZ Corporation. I’m pleased to report that the company has had another successful year. Our profits have increased by 10%, and our stock price has risen by 20%. I would like to thank our employees for their hard work and dedication.Question: What is the main topic of the passage?A.The annual shareholder’s meeting of XYZ Corporation.B.The company’s profits have increased by 10%.C.The company’s stock price has risen by 20%.D.The company’s employees are hard-working and dedicated.Passage TwoNarrator: A new study has found that people who eat a lot of fruits and vegetables are less likely to develop heart disease. The study, which was published in the journal JAMA Internal Medicine, followed more than 100,000 people for 20 years. The results showed that people who ate the most fruits and vegetables were 23% less likely to develop heart disease than those who ate the least.Question: What is the main finding of the study?A. People who eat a lot of fruits and vegetables are less likely to develop heart disease.B. People who eat the most fruits and vegetables are 23% less likely to develop heart disease than those who eat the least.C. The study followed more than 100,000 people for 20 years.D. The study was published in the journal JAMA Internal Medicine.Passage ThreeNarrator: A new law in California will require all public schools to offer free breakfast and lunch to all students. The law, which was signed by Governor Gavin Newsom, is the first of its kind in the nation. Supporters of the law say that it will help to ensure that all students have access to healthy food, regardless of their family’s income. Opponents of the law say that it will be too expensive and that it will lead to higher taxes.Question: What is the main topic of the passage?A. A new law in California will require all public schools to offer free breakfast and lunch to all students.B. The law is the first of its kind in the nation.C. Supporters of the law say that it will help to ensure that all students have access to healthy food.D. Opponents of the law say that it will be too expensive and that it will lead to higher taxes.Passage FourNarrator: A new study has found that people who use social media are more likely to experience anxiety and depression. The study, which was conducted by researchers at the University of Pittsburgh, surveyed more than 1,000 people about their social media use and their mental health. The results showed that people who spent more time on social media were more likely to report symptoms of anxiety and depression.Question: What is the main finding of the study?A. People who use social media are more likely to experience anxiety and depression.B. People who spent more time on social media were more likely to report symptoms of anxiety and depression.C. The study was conducted by researchers at the University of Pittsburgh.D. The study surveyed more than 1,000 people about their social media use and their mental health.Passage FiveNarrator: A new book by author J.K. Rowling has been released. The book, which is titled “The Ickabog,” is a fairy tale about a kingdom that is terrorized by a monster. The book is written for children, but it has also been enjoyed by adults. Critics have praised the book for its humor, its suspense, and its heartwarming message. Question: What is the main topic of the passage?A. A new book by author J.K. Rowling has been released.B.The book is titled “The Ickabog.”C. The book is a fairy tale about a kingdom that is terrorized by a monster.D. The book is written for children, but it has also been enjoyed by adults.。
外文翻译--交错董事会,管理防御和股利政策
本科毕业论文（设计）外文翻译原文：Staggered Boards, Managerial Entrenchment and Dividend Policy 1 IntroductionAccording to agency theory, dividend payouts help alleviate agency costs by reducing the amount of free cash flow available to managers, who not necessarily act in the best interests of the shareholders (Grossman and Hart 1980; Easterbrook 1984; Jensen 1986). Furthermore, Easterbrook (1984) argues that dividends help mitigate agency conflicts by exposing firms to more frequent monitoring by the primary capital markets because paying dividends makes it more likely that new common stock has to be issued more often.Staggered or classified boards represent one of the most controversial governance provisions. Staggered boards can insulate inefficient managers from takeover market forces, thereby promoting managerial entrenchment. Two powerful recent studies by Bebchuk and Cohen (2005) and Faleye (2007) find strong evidence indicating that staggered boards allow managerial entrenchment, ultimately resulting in significantly lower firm value.Motivated by agency theory, we explore the effect of potential entrenchment on dividend payouts. As staggered boards can exacerbate agency conflicts and dividend payouts can help alleviate agency costs, we surmise that dividend policy is affected by whether or not the firm has a staggered board. Our findings are consistent with this hypothesis. In particular, the evidence demonstrates that firms with staggered boards are more likely to pay dividends, and firms that pay dividends pay larger dividends than those with unitary boards.The results are robust even after controlling for a large number of firm-specific characteristics and for an alternate form of payouts, i.e., share repurchases.Furthermore, we examine the reverse causality argument, where dividend policy might lead to the adoption or rescission of a staggered board. Bebchuk et al. (2005) note that very few firms have either adopted or rescinded staggered boards since 1990. As a result, managers likely make dividend decisions while viewing the existence of a staggered board as pre-determined. It is much more likely that causality runs from staggered boards to dividend payouts than vice versa. In any case, we run an analysis based on two-stage least squares (2SLS) estimation and find consistent evidence that staggered boards appear to bring about larger dividend payouts.Many recent studies find that dividend payouts are inversely related to corporate governance quality, as measured by Gompers et al.’s (2003) Governance I ndex (Jiraporn and Ning 2006; Pan 2007; John and Knyazeva 2006; Officer 2006; Hu and Kumar 2004). In other words, firms with poor governance quality tend to pay out more dividends. We contribute to this strand of the literature by showing that staggered boards (which constitute one component of the Governance Index) have a palpable impact on dividend policy. In fact, the effect of staggered boards on dividend payouts ranges from two to three times the impact of other governance provisions combined. Our results are remarkably similar to those in Bebchuk and Cohen (2005), who find that the impact of staggered boards on firm value is multiple times the effect of other governance provisions put together.2 Our results are vital, as they show that some governance provisions have considerably more influence than others on firm value and on critical corporate activities such as dividend payout decisions.Furthermore, we investigate the impact of the Sarbanes-Oxley Act (SOX) on the association between staggered boards and dividend payouts. As the Act is intended to hold managers more accountable to shareholders, thereby alleviating agency costs, it may render dividends less necessary as a device for resolving agency costs and therefore may change how dividend payouts are affected by staggered boards. Nevertheless, we do not find empirical evidence consistent with this notion. The impact of staggered boards on dividend payouts exists both before and after the enactment of SOX. The governance reforms introduced by SOX do not appear to materially affect the association between staggered boards and dividend policy.The results of our study contribute to the literature both in agency theory and in dividend policy. The evidence is in favor of the agency role of dividend payouts and against the signaling hypothesis. We also contribute to the literature in corporate governance by highlighting the role of staggered boards on a critical corporate activity such as dividend policy. Given the recent focus on the impact of staggered boards on firm value and other corporate outcomes (Bebchuk and Cohen 2005; Faleye 2007; Jiraporn and Liu 2008), our results appear to be timely. Finally, our results also contribute to the fierce debate on the costs and benefits of the Sarbanes-Oxley Act.The rest of this article is organized as follows: Section 2 reviews the literature and develops the hypotheses. Section 3 discusses the sample selection and the relevant data. Section 4 presents and discusses the empirical results. Finally, Section 5 offers the concluding remarks.2 Background, literature review, and hypothesis development2.1 The role of staggered boards in entrenching incumbentsIn the U.S., boards of directors can be either unitary or staggered. In firms with a unitary board, all directors stand for election each year. In firms with a staggered or classified board, directors are divided into three classes, with one class of directors standing for election at each annual meeting of shareholders. Ordinarily, a classified board has three classes of directors, which in most states of incorporation is the maximum number of classes allowed by state corporate law (Bebchuk and Cohen 2005).Boards can be removed in one of the following two ways. First, a replacement can occur due to a stand-alone proxy fight brought about by a rival team that attempts to replace the incumbents but continues to run the firm as a stand-alone entity. Second, a board may be replaced as a consequence of a hostile takeover. Either way, the difficulty with which directors can be removed critically depends on whether the firm has a staggered board.In a stand-alone proxy contest, staggered boards make it considerably more difficult to win control by requiring a rival team to prevail in two elections. In a hostile takeover, staggered boards protect incumbents from removal due to theinteraction between incumbents and a board’s power to adopt and maintain a poison pill.3 Before the adoption of the poison pill defense, staggered boards were deemed only a mild defense mechanism, as they did not impede the acquisition of a control block. The acceptance of the poison pill, however, has immensely strengthened the anti-takeover power of staggered boards.Two powerful recent studies by Bebchuk and Cohen (2005) and Faleye (2007) demonstrate that firms with staggered boards exhibit significantly lower value than those with unitary boards. Thus, the evidence is in accordance with the notion that staggered boards promote managerial entrenchment, exacerbate agency conflicts, and ultimately hurt firm value.2.2 Prior literatureExisting literature provides evidence consistent with the agency role of dividends in alleviating Jensen’s (1986) free cash flow problem (Easterbrook 1984; Lang and Litzenberger 1989; Smith and Watts 1992; Gaver and Gaver 1993). Agency theory represents a general framework for the role of dividends as a way of reducing the costs of manager-shareholder agency conflict (Easterbrook 1984). Dividends reduce the amount of sub-optimal investment, impose additional monitoring by forcing the manager to address the external financing market, and increase managerial risk-taking (by replacing leverage, dividends lower the expected loss of human capital due to bankruptcy).Many recent studies document a negative relation between dividend payouts and Gompers et al.’s (2003) Governance Index (Jiraporn and Ning 2006; Pan 2007; John and Knyazeva 2006; and Officer 2006). The Governance Index has a serious weakness in that it assigns equal weights to all the governance provisions included in the construction of the index. Although other governance provisions may also exacerbate managerial entrenchment, there is strong empirical evidence that staggered boards have a far more potent effect than any other governance provision.4 Two crucial studies by Bebchuk and Cohen (2005) and Bebchuk and Cohen (2005) show that, even after accounting for the effects of other governance provisions, staggered boards still exhibit a strong negative impact on firm value. In fact, the regressionresults reveal that the impact of staggered boards on firm value is seven times stronger than the effects of other governance provisions. Bebchuk and Cohen (2005) conclude that “staggered boards play a relatively large role compared to the average role of other provisions inc luded in the GIM Index.”5 The effect of staggered boards on firm value is not only statistically significant but also economically significant. Having a staggered board is associated with Tobin’s q that is lower by 17 percentage points (Bebchuk and Cohen 2005).Additional evidence on the effect of staggered boards is reported in several recent studies. For example, Faleye (2007) reports that staggered boards reduce the probability of forced CEO turnover, are associated with a lower sensitivity of CEO turnover to firm performance, and are correlated with a lower sensitivity of CEO compensation to changes in shareholder wealth. Masulis et al. (2007) demonstrate that announcement period returns are 0.57% to 0.91% lower for bidding firms with staggered boards. They attribute this finding to the self-serving behavior of acquiring firm managers, who themselves are insulated from the market for corporate control.Jiraporn and Liu (2008) examine how capital structure decisions are influenced by the presence of a staggered board. The evidence reveals that even after controlling for the effects of other governance provisions, firms with staggered boards are significantly less leveraged than those with unitary boards. They argue that staggered boards promote managerial entrenchment, thereby allowing opportunistic managers to eschew the disciplinary mechanisms associated with debt financing. The regression results show that the impact of staggered boards on leverage is six to nine times stronger than the effects of other g overnance provisions included in Gompers et al.’s (2003) Index.Furthermore, staggered boards have become a subject of intense investor scrutiny. Institutional Shareholder Services (ISS) recommends in its 2006 proxy voting guidelines that its membership vote against proposals to stagger a board or vote for proposals to repeal staggered board provisions. Additionally, ISS recommends withholding votes for directors who ignore shareholder resolutions to de-stagger a board. ISS also lowers its governance score for firms with staggered boards.6Similarly, CalPERS, the largest public pension fund in the U.S., has targeted firms for shareholder votes to remove staggered boards from their corporate charters. Various mutual fund companies including TIAA-CREF and Fidelity Investments also call for voting against the adoption of and for the removal of staggered board provisions. No other governance provisions have attracted nearly as much controversy from investors as staggered boards, underscoring staggered boards’ dom inant role relative to other governance provisions.Given the above discussion, it is obvious that staggered boards have a serious impact on several critical corporate outcomes, including overall firm value, capital structure, CEO compensation, CEO turnover and takeover gains. It also appears that the effect of staggered boards is large relative to the average effect of other corporate governance provisions. The significance of staggered boards cannot be overemphasized. Consequently, in this study, we narrowly concentrate on the role of staggered boards and investigate their impact on dividend payouts.2.3 Hypothesis developmentGrounded in agency theory, our general hypothesis is that there is a link between staggered boards and dividend payouts, as both are related to agency costs. However, it is unclear what the exact relation should be between staggered boards and dividend policy. On the basis of previous literature in this area, we advance four possible hypotheses.2.4 The irrelevance hypothesisThis view posits that there is no significant difference in dividend policy between firms with staggered boards and those with unitary boards. Dividends are “sticky.” Once dividends are initiated, managers are extremely unwilling to cut back or terminate dividends (Lintner 1956; Allen and Michaely 2003; Brav et al. 2005), possibly making irrelevant any managerial entrenchment engendered by staggered boards.2.5 The managerial opportunism hypothesisThis argument is based on the free cash flow hypothesis (Jensen 1986). This view argues that dividend policy is determined by managers who would rather retain cashwithin the firm for perquisite consumption, for empire building or for investing in projects that enhance their personal prestige but do not necessarily benefit shareholders. As staggered boards can entrench inefficient managers, opportunistic managers may choose to keep more cash within the firm and pay less out as dividends. The empirical prediction of this hypothesis is that firms with staggered boards should pay less dividends than those with unitary boards.Source: Pornsit Jiraporn and Pandej Chintrakarn,2009.“Staggered Boards, Managerial Entrenchment, and Dividend Policy” .J Financ Serv Res. May.pp.1-19.译文：交错董事会，管理防御和股利政策一、引言根据代理理论，股利发放通过减少提供给那些对股东最优权利不起重要作用的管理人员的自由现金流量而有助减少代理成本（格罗斯曼和哈特1980年;伊斯特1984年，詹森1986年）。
美国公司章程_中英(3篇)
第1篇第一章总则第一条公司名称本公司的名称为 [公司名称]，以下简称“公司”。
第二条公司住所公司的住所设在美国 [州名]，具体地址为 [详细地址]。
第三条公司目的公司的宗旨是：[公司宗旨，例如：开展[行业名称]业务，提高[产品/服务]的质量，满足市场需求，创造社会效益和经济效益。
]第四条公司期限公司为永久性公司，除非根据美国法律和公司章程的规定，通过特别程序解散。
第二章股东第五条股东资格凡持有公司股份的股东，均为公司股东。
第六条股东权利股东享有以下权利：1. 参加股东大会，对公司事务进行投票；2. 获取公司年度报告、财务报告等文件；3. 享有公司分红；4. 依法转让、抵押或赠与股份；5. 要求公司召开股东大会；6. 依法解散公司。
第七条股东义务股东应履行以下义务：1. 遵守公司章程；2. 按时缴纳股款；3. 不得泄露公司机密；4. 不得损害公司利益；5. 不得滥用股东权利。
第三章股份第八条股份种类公司股份分为普通股和优先股。
第九条普通股1. 普通股股东享有公司章程规定的权利，承担公司章程规定的义务；2. 普通股股东在公司解散时，按其所持股份比例分配公司剩余财产。
第十条优先股1. 优先股股东享有优先分红权，在公司解散时，优先于普通股股东分配公司剩余财产；2. 优先股股东在公司股东大会上不享有表决权。
第四章股东大会第十一条股东大会召开1. 股东大会每年至少召开一次年度股东大会；2. 在下列情况下，应召开临时股东大会：a. 股东提议；b. 董事会提议；c. 监事会提议；d. 法律、法规规定。
第十二条股东大会职权1. 通过公司章程的修改；2. 选举和罢免董事、监事；3. 审议和批准董事会、监事会的工作报告；4. 审议和批准公司的年度财务报告；5. 决定公司的经营方针和投资计划；6. 决定公司的合并、分立、解散和清算；7. 修改公司章程；8. 法律、法规规定或公司章程规定的其他职权。
第五章董事会第十三条董事会组成董事会由 [董事人数] 名董事组成，其中 [董事人数] 名为独立董事。
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Minutes of Annual Shareholder Meeting
Pursuant to regular notice, dated _____________, the annual meeting of shareholders of _____________________, was held at _________________, ______________________, _________________ on _____________ at _____________.
A quorum of shareholders attended, as shown by the attached roster. Proxies (if any) were examined and admitted as shown by the attached roster. The meeting was called to order by the meeting’s chairman, ___________________________.
The first order of business was election of officers for the next year. The following were nominated for the elected offices as indicated:
President: _____________________________________________________ Secretary: _____________________________________________________ Chairman of the Board: _________________________________________
Each candidate’s nomination was seconded, and after balloting, the following individuals were elected to the offices indicated:
President: _____________________________
Secretary: _____________________________
Chairman of the Board: _________________
Thereupon, the newly elected officers assumed their positions, and the financial statements for the previous years operations were reviewed.
A dividend of $______(______&___/100 dollars) was declared per share, and the officers of the corporation directed to pay the same to shareholders of record as of ________________.
There being no further business to come before the meeting the same was adjourned. Dated: _______________________________________
______________________________________________________
Secretary
______________________________________________________
Attest: President
Minutes of Annual Shareholder Meeting
Review List
This review list is provided to inform you about this document in question and assist you in its preparation. This formality is important to enact each and every year. It is a well care approach to prevent shareholder upset and possible litigation.
1. Make multiple copies. Send one to each shareholder. File copies in your
corporate minute book.。