Session 3

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I.

LEARNING OBJECTIVE

Students are able to find out the


Passive Voices in the Text and get
information from the text on
“Corporate Structure”
II. Grammar Focus: PASSIVE VOICE

The formula of passive voice is BE + V3

Examples:
• The courses are designed to give a broad,
encompassing overview of ALL sides of business.
• Your understanding is limited to your current role.
• By learning current strategies, concepts, ideas and best
practices, you will be equipped with a well-rounded,
holistic understanding of business.
III. READING TEXT
Corporate structure

Corporate structure refers to how a business is organized to accomplish its objectives. The corporate structure of a business is important because it determines the
ownership, control, and authority of the organization. In a corporation, these characteristics are represented by three groups: shareholders, directors, and officers.
Ownership belongs to the shareholders. Control is exercised by the board of directors on behalf of the shareholders, while authority over the day-to-day operations is
vested in the officers.

Shareholders

In a corporation, a group of shareholders have shared ownership, represented by holding shares of common stock. Most business corporations are established with
the goal of providing a return for its shareholders in the form of profits. Shareholders have the right to share in the profits of the business but are not personally liable
for the company's debts. This concept is known as limited liability and is one of the main advantages of the corporation as a form of doing business.
If you decide to invest in a few shares of your favorite fast food company, does that give you the right as a shareholder to show up at corporate headquarters and start
making decisions? Generally not. Instead, shareholders elect a board of directors who oversee the management of the corporation.

Board of Directors

The board of directors is responsible for overseeing and directing the business of the corporation in the best interest of the shareholders. The key point here is
oversight; the board is not expected to actually operate the business. Rather, its purpose is to oversee operations, approve major plans, and monitor financial
performance.
The board generally performs the following functions:
 Select, evaluate, fix the compensation for, and, when necessary, replace the company's chief executive officer
 Oversee the business operations to evaluate whether the business is being properly managed
 Review and approve major corporate plans, financial objectives, annual budgets, and strategies
 Review the adequacy of financial accounting, auditing, and other systems to comply with applicable law
Authority for these responsibilities is typically derived from each state's corporate statutes, which delegate to the board the duty to manage the business of the
corporation. The board doesn't have total control, though. Some important decisions affecting the corporation require a shareholder vote. The statutes specify the
matters that must be acted upon by the shareholders, including amendments to the certificate of incorporation or bylaws, the election of directors, the sale of all or
substantially all of the corporation's assets, and the merger or consolidation of the corporation

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