my assignment is nearly perfect but did not pass the turnitin. All you need to do is change the sentence structure to pass the turnitin.
1)Assess the post merger board structure and discuss the pros and cons before reading the Financial Times article. ArcelorMittal is the largest steel company in the world, The company was formed by the international merger of European (Arcelor) and Asian (Mittal) Company. The Mittal Company was based on the Asian family model and the Arcelor company was based on the European model. The family influenced firm such as the Mittal will have policies in their favour to meet interest and less investment in profitable resources (Demsetz &Lehn, 1985). According to Barth, Gulbrandsen, and Schoone(2003), the family firms are less productive than non-family firms and less innovative. The family management of a company governed by heirs has poor decision making. The passing down of the firm’s management to the heirs favoured employment is an inequality to the other non-family manager. Thus, it results in an adverse effect on employee productivity. The company’s governance structure is less formal depending upon the relationship with key people as family members with corporate knowledge. The close personnel has trust and control. The non-family based company such as Arcelor is completely different than the family based. There are two boards supervisory and executive board. Both the boards have no common membership. The supervisory board represents the stockholders to work on behalf of their interest considering the company governance, The board does recruit and supervise the executive directors. Whereas the executive board does oversee the management of the company. This clarifies the roles and responsibilities of the boards in a company. The rest of the family shareholders are always given the most priority. This might not be agreed by the outside shareholders. The conflict of interest between the inside management and outside management will intensify the desire of the independent director of protecting the rights of all the shareholders. The importance of independent director is crucial to make sure that the company has people in a management team to protect the interest of the minority or outside shareholders. The size and the structure of the board do matter for the smooth functioning of the company. In a scenario to complete the work faster we require large enough board but to do the work effectively the board can be considered as small in structure. In a small board, the conflict of interest is less likely to happen which makes decision making easier. The cost of managing the board is less in comparison to the large board with more members. The selection and recruitment are easy and the best candidate can be considered. Whereas the drawbacks that a company faces with a small board are that each individual will have a greater workload. There is a chance of less diversified members and thus result in not achieving the desired skill. There is no succession planning which has an impend on employees’ productivity. The desired skill set is achieved by the selection of enough members. The workload is equally spread and keeping up the interest at the same time. Succession planning is managed on an orderly basis giving a chance to every other potential candidate, The disadvantages of having a large board can be absenteeism of few members; which has a great impact on effectiveness and diligence. The commitment of the members is a crucial factor without which the stakeholders will have a negative perception towards the governance of the company. There is no optimum board size to suggest but if there is any chance it is advised to start up with fewer members and if necessary can appoint additional members. The overall goal of a company leader should be concerning good governance and must plan to create the required size and structure to achieve the best result. 2. Since the Mittal family retain 43.5% of the voting equity can an institutional investors make a significant contribution to the governance of the company? Institutional investors have vital importance in promoting good governance, They are very much effective in restraining management of the company for the short term policies, Some institutional investors may have minority value or voting equity but they do have importance in an effective corporate governance system, The investors should always disclose the governance and voting policies keeping in mind to their investment. In this case Mittal as a dominant shareholder makes a difference in the governance role of institutional investors When the dominant shareholder has the maximum voting rights; the votes of institutional investors will be limited to some extent to keep the insiders in the discipline. Generally when family-controlled business his dominant they create conflicts of interest by purchasing the voting rights or share of the company and be participative in shareholder meetings. This will create novel conflicts by limiting the votes of the institutional investors, Mittal reduced the share to 43.5% and lost control over the board. The majority of the board members would have been appointed by the Mittal but as they lost control the other shareholder will have equal voting rights Independent directors are the ones who might resolve issues like corporate fraud and failure of the governance. For the smooth functioning of the governance, there must be minimum independent directors, The independent boards from outside are quite better than the non-independent boards. The directors help to promote the efficiency and functioning of the corporate governance as they represent the interest of the investors and shareholders. The real picture of a company can be revealed by the independent director maintaining the governance of the benefit of its shareholders. The independent director will not have any relation with the internal management of the company and thus it can act independently considering the company values, In the present time, the importance of independent directors for good governance has been commenced, Thus, the appointment of the director is for the long run. Minority shareholders are the ones who does not participate in the decision making of a company when there is other controlling shareholders. The minority shareholder can only prove disagreement by selling the shares instead of speaking up with the management. The participation of minority shareholder is a must to go hand in hand for good company performance, But in general, they are always in an argument that the voting rights of the minority are not counted due to the lack of expertise and which might lead to wrong decisions. This might also have an impact on shareholders profits. The institutional investors have the knowledge and experience gained from the investments in many companies. Thus the expertise is mostly given priority rather than the minority. The controlling management or shareholder may not necessarily work on the benefit of the shareholders and may take advantage of the power. The superior power has the authority to information and decision making but there are no guarantee that they would not exploit their rights. The controlling management might work in their interest and thus affect the company performance and create an agency problem. Agency problems arise due to the differences that occur in ownerships and control between the shareholder. The selection of the investors are their representatives is a problem if not selected wisely. The minority or outside shareholders will ask for the voting rights and incentives to make decisions considering the shareholder interests. The conflict of interest arises due to the delegation of authority in decision making between controlling management and outside shareholders. This will result in the use of the resources to the fullest to get the benefit and less intention of investing in profitable investments. Thus, this shows that institutional investors contribute to the governance of the company. 3. Please read the Financial Times article under ‘Assessment Tasks and Submission’. Discuss the positive and negative impacts on the effectiveness of the (pre-merger) Mittal Steel board after reading the article and compare its effectiveness with the post-merger board The two tier model followed by the Mittal was familiar to Arcelor, The family business of Mittal controlled the majority of the votes. The Arcelor had a clear picture of how Mittal operated, But later after the merger the Mittal’s strategic vision and business model & values were not the same. The Mittal had taken over the board by appointing family members. As there is not a single chance of insolvency in family ownership and board structure. The structure of the board in terms of classes A, B & C; made it look clear that Mittal has the majority of rules to enjoy. The role of chief executive and chairman were appointed as Mittal’s son and daughter which made the other shareholders less likely to equality in voting rights. This will likely be dominating the voting rights of the Arcelor board. A subsidiary of Mittal steel with no assist and no activities but the inconsiderable amount of cash was first merged with Arcelor and then gradually formed ArcelorMittal. Without the liquidation of Mittal Steel, both companies came together as one and were called ArcelorMittal, The assets and liabilities of Mittal steel transferred to ArcelorMittal, Mittal steel was on the verge of ending and ArcelorMittal was issuing new shares to former shareholders of Mittal Steel, The directors of ArcelorMittal decided to restructure the capital of Arcelor before processing the second step of the merger. The restructuring of the capital was to have a one-to-one exchange ratio. The share of Mittal was classified into two classes i.e. Class A Common share and Class B Common Shares. Each share of Mittal steel was equal to each share of ArcelorMittal,so the shareholders received accordingly. Mittal after the merger did follow governance and agreed for the majority of boards representation by Arcelor and he owned 45% of the equity, Before the merger both Mittal and Arcelor was growing strongly and was proving to be the best integration, Both companies have the faith of sharing the integration and both have different business models to integrate. Generally in mergers, the companies are nominated and these members propose a draft to the management board. The various departments are commenced with the view of selecting the managers, Thus their managers build up their plans. In the case of ArcelorMittal, this process was formulated in a parallel manner, The members were formed before the merger of the companies, The actions were taken before even formulating the detailed plan. The CEO is the head for a company, The CEO always puts forward the goal, strategy, the policies,and principles, The CEO plays a vital role to promote through communication and develop standards of the new company. A merger is like getting bigger and strong if integrated properly. the CEO should be ready to reassure the people and also should be demanding, The internal and external communication is handled by the CEO and in the case of ArcelorMittal it is very important that the top executive should be transparent, well-intergraded and should lead the team. Thus sums up the post mergers effect that the ArcelorMittal had to face. After the takeover of Arcelor by Mittal Steel due to the governance controversy force the Mittal to make some considerable changes in the new firm. The majority of the ownership was under Mittal but he had to reduce the shares from 88% to 43.5% and lost control over the board