Riordan Manufacturing is a plastic design and manufacturing enterprise that is based at San Jose, CA. It is classified amongst Fortune 100 enterprises with its $1 billion worth of capital base. The company has been on expansionary mission, which has led to other branches being opened at Albany, Pontiac, and Hangzhou in China. In addition, the amount of transactions carried out through e-commerce has almost doubled in a span of less than two years. As such, the management discovered the necessity to initiate an enterprise risk management (ERM) program as part of the strategy to take care of the uncertainties; also assured stakeholders of the value in their investments. Consequently, the company's management reached a consensus to implement ERM basing on the internationally acclimated guidelines offered by a Committee of Sponsoring Organization of the Treadway Commission (COSO).
The COSO design was the most preferred approach as it is particularly explicit in defining actions that promote management responsibilities, employees' rights, and legal risks through advocacy for dispute management responsibilities
The company embraces sigma management strategy. The Board of Directors is charged with the duty of overseeing the general management of Riordan business activities by complying with the state corporation requirements, Articles of Incorporation, as well as its Bylaws. In addition, under the corporate governance plan of the company, the Board of Directors is responsible for maintaining nominating committee, executive and auditing committees. Nominating committee oversees the competencies and skills of the Board members, supervise the Board and recommends new Board members.
The term compliance can be viewed from two distinct perspectives. First, it can be regarded as acting in accordance to the well-prescribed and established laws or guidelines. On the other hand, one might understand as the process of becoming compliant with the legislation and guidelines in place. The presence of corporate management plan is essential in managing the day-to-day activities of the business. However, in order to solve and tackle future issues in the organization, there is an urgent need for incorporation of corporate compliance plan. The plan will serve as a guide on handling legal liabilities such as a violation of the laws, enterprise liability, real, and intellectual property and governance principles of regulatory compliance requirements
In order to mitigate risks and liabilities while deriving maximum benefits from contractual opportunities, the contract must be clear and concise. Ambiguity should not be tolerated, and both parties have the duty to be reasonable and act in utmost good faith. The negotiating parties reserve the responsibility of sticking to the provisions in the contract to eliminate cases of breaching the contract. However, in case one of the parties intentionally or circumstantially breaches the contract, the company should use one of the following ways to resolve the dispute. They include negotiation, mediation, arbitration, and litigation. The method chosen will solely depend on the individual parties' willingness to engage in the dispute resolution process. Nevertheless, Alternative Dispute Resolution (ADR) must always be given pre-eminence. ADR comprises of negotiation, mediation, or arbitration. Litigation should be used as a last resort because it is complex, time-consuming, and involves a lot of bureaucracy with the judicial system.
Directors' and Officers' Liability
The directors and officers at Riordan Corporation have the duty to uphold due diligence in the manner they conduct the activities of the business. It is mandatory that they act in utmost good faith while prioritizing the best interest of the organization
. Directors of this corporation are expected to comply fully with the following three basic responsibilities:
1. Duty of Diligence: also referred to as Duty of Care: in this case, each director or rather office holder must act in utmost good faith while giving the best interest of the organization pre-eminence
2. Duty of Loyalty: It is the duty of each director to consider the interest of the organization first before ones' own interests
3. Duty of Obedience: Each director and office holder has the absolute role of acting within the scope of the organization, which encompasses the guidelines and legislation in place
Directors of Riordan Corporation may be held liable under the following circumstances:
1. Failure to adhere to a provision of a statute: For instance, all directors are expected to file weekly records as well as keep detailed records of activities undertaken in their defined dockets. If he or she fails to maintain such records, such a director may be held liable to have committed as offence under that given statute.
2. Contravention of the corporation with a statute: The following is a list of cases where such a legal liability may be considered:
Wrongful dismissal of an employee
Negligence on cases of environmental damage
It is also worth noting that directors will be considered personally viable under the above cases. Ignorance can never be accepted as a defense mechanism. In addition, resignation is not necessary as a defense.
The company is aware that risks are uncertainties that cannot be predetermined. Considering the organization is a public limited company, no employee will directly be victimized for the liabilities that the company may encounter during its operations except for enterprise liability. It is worth noting that this liability is normally imposed on a company for either the crimes committed by and individual or an entire department of a company
. Therefore, depending on the trigger of the liability, such expenses will directly be passed over to the respective departments. The proportion that individual will bear is dependent on the magnitude of the liability as well as individuals ability to bear the burden. The company's chief auditing firm will determine this proportion. Nonetheless, it is imperative for all employees to realize that this measure has been taken to encourage competence at the areas of work. In case individuals feel that they have been unfairly victimized, they have the right to appeal the case via a Legal Trade Union legal counsel.
Real and Intellectual property
All real property shall remain the property of the company under all circumstances. Nobody is allowed to claim ownership of any asset listed as a property belonging to the Riordan Corporation. The company also recognizes that intellectual property is personal and as such all employees have a right to ownership. However, the company considers it a violation of company's statute for any employee who deliberately offers to start his own business or support another business that is a direct competitor of Riordan Manufacturing. Such a person is liable to immediate dismissal as an employee of the corporation.
In cases where directors violate the statutes provided by the organizational by- laws and international standards, it is the duty of the prime auditors to report the matter for appropriate legal actions to be taken against the director. In addition, the employees are allowed to form a trade union that will champion for their rights in the organization. The trade union will be required to have at least one legal counsel responsible for handling all legal cases involving the employees and directors
In the recent years, Riordan Manufacturing has been under scrutiny regarding the quality of their products, as well as, adherence to the environmental regulations. This has been a case mostly affecting the Pontiac, MI plant. Consequently, the company is faced with the duty of ensuring that its operations conform to the environmental and international standards as stipulated by ISO 14001 standards. The Chief Operating Officer acting in liaison with Chief Executive Officer and Chief Legal Counsel will be charged with the duty of assessing the production process. They must come up with an appropriate plan to ensure that there company strictly adhered to ISO 14001 standards.
Governance principles of regulatory compliance requirements