Shareholder Activism Business

Shareholder Activism Business This paper looks at the issue of shareholder activism from an Irish and International perspective, in the context of understanding agency theory and corporate governance which acts as catalysts to this new phenomenon. This is done by looking at past and current published papers that revolve around the subject matter. Theoretical concepts within the business and finance literature are explained in relation to how agency theory and corporate governance are practised worldwide. Three countries namely, the OECD countries (European Union as one whole entity), Ireland, and China, are assessed to identify how these concepts are practiced to gain a better insight into this new problem known as shareholder activism. Finally a critical review of matches and mismatches is used to compare and contrast similarities between the theoretical concepts and the empirical evidence within the literature review that is gathered for this paper to identify whether this problem is a worldwide problem or it is at the growth stage of becoming a worldwide phenomenon. Chapter 1: The Concept of Shareholder Activism Shareholder activism has begun to play a role in reshaping the corporate governance in companies all across the globe. In industrialised or advanced countries, institutional investors or financial intermediaries serve the function of active shareholders. In general, shareholder activism has become one of the most important and highly debated issues of the 21st century. The issue of shareholder activism (shareholder revolt against management objectives) can be said to have arisen due to the recent collapse of huge international organisations; in theoretical terms it is known as Corporate Governance. Now, Corporate governance refers to structures and processes for directly and controlling companies. Collectively, these constitute a set of rules that govern the relationships among management, company shareholders, and other stakeholders including consumers, creditors, employees, the general public, neighbouring people and suppliers. The rules of corporate governance aim to ensure that managers act in the best interests of their shareholders rather than simply acting in their own interests or those of a majority shareholder. Good corporate governance can provide companies in emerging markets in particular, better access to outside capital by making them more attractive targets for portfolio investment. The impact of recent corporate scandals, which has opened the debate as to the validity of corporate governance, has been felt all across the world and Ireland is no exception. Domestic scandals such as the fallout from the Inquiry into no-collection by certain banks of applicable tax on deposit accounts prompted a report on auditing standards which eventually resulted in the Companies (Auditing and Accounting) Act (2003), essentially is Irelands Sarbanes- Oxley Act. Until relatively recently, meanwhile, there was scant compliance with corporate governance and companies legislation which led to government committee report on the matter in 1997 and ultimately to the enactment of company Law Enforcement Act, 2001. This Act established the Office of Director of Corporate Enforcement, which now has responsibility for ensuring compliance with the Companies Acts (1963 -2003) in Ireland. This government body has significant powers of investigation and prosecution, which are being exercised vigorously. In the European Union (OECD), although this had been a subject of thought for over a decade, it was originally developed in response to a call by the OECD council meeting at ministerial level in 1998, to develop, in conjunction with national governments, other relevant international organisations and the private sector, a set of corporate governance standards and guidelines. Since the principles were agreed in 1999, they have formed the basis for corporate governance initiatives in both OECD and non-OECD countries alike. Accordingly, they form the basis of the corporate governance component of the World/IMF Reports on the Observance of Standards and Codes (ROSC). Aims and Objectives The aim of this paper is to address the issue of aligning management objectives with the objectives of shareholders and help identify why this has not been successful. I.e. this genesis has led to shareholder activism at annual general meetings, which management have found it very unpleasant to bear with within organisations all across the globe. The objective of this research paper is to first look at the genesis (beginnings) of this problem pertaining agency theory and corporate governance with regard to their relevance in satisfying shareholder objectives. Secondly, to explain the current trend in relation to shareholder activism within organisations and also how companies are preparing and dealing with this phenomenon at AGMs. I.e. The right information is given to shareholders as to the accurate financial earnings and gains of the organisation which they were appointed to manage. This will be looked at from an Irish and International perspective. Finally, a critical appraisal of the validity of published material so far covering agency theory and corporate governance within organisations will be addressed. Chapter 2: Existing Literature Review The need to understand and deal with shareholder activism is one that has come of recent due to the collapse of major international organisations around the world within the past decade. According to Grace (2004), in Ireland, the role of the institutional shareholder and the extent of their responsibilities as such, insofar as these differ from those of individual shareholders, are governed by practice rather than legislation. In addition, she adds that in Irish incorporated companies the overall management function vests in a board of directors, although the directors may delegate functions to certain executives or committees of the board. There is no statutory limit on the number of directors (hence wasting company funds on management) that can comprise a board, although limits may be imposed in the Articles of Association. Current legislation (Companies Act 2003) in Ireland requires a minimum of two directors, both of whom must be natural persons and one of whom must be an Irish resident. Grace (2004) also argues that the Articles of Association set out the requirements for the convening and holding of board meetings, while the corporate governance requirements for listed companies ensure that regular meetings are held. Written notice is usually required, including an agenda and all relevant documents to be considered at the meeting. All minutes of board meetings must be kept in the register of minutes but these are not generally available to shareholders, a major reason for shareholder activism. Daily et al.(2003) suggest that the overwhelmingly dominant theoretical perspective applied in corporate governance studies is agency theory. This serves as an explanation of how the public corporation could exist, given the assumption that managers are self-interested, and a context in which those managers do not bear the full wealth effects of their decisions. The theory responds to the observation 70 years ago of some of the key problems inherent in the separation of ownership and control. Daily metal. (2003) also add that in nearly all-modern governance research, governance mechanisms are conceptualised as deterrents to managerial self-interest. Corporate governance mechanisms provide shareholders some assurance that managers will strive to achieve outcomes that are in the shareholders interests. Shareholders have available both internal and external governance mechanisms to help bring the interests of managers in line with their own. They also argue that internal mechanisms include an effectively structured board, compensation contracts that encourage a shareholder orientation, and concentrated ownership holdings that lead to active monitoring of executives. The market for corporate control serves as an external mechanism that is typically activated when internal mechanisms for controlling managerial opportunism have failed. Abelson (2001) argue with regard to the collapse of Enron, that what made the Enron case different is how sudden and final the companys fall was for its shareholders, i.e.it was the shareholders that lost out and not management, adding that how can someone (people on the board of directors in Enron) who cannot own stock in a company serve on its board. In Europe, the OECD principles of corporate governance (2004) state that corporate governance is one key element in improving economic efficiency and growth as well as enhancing investor confidence. Corporate governance involves a set of relationships between a companys management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined. Good corporate governance should provide proper incentives for the board and management to pursue objectives that are in the interests of the company and its shareholders and should facilitate effective monitoring. In addition the OECD (2004),also argue that while a multiplicity of factors affect the governance and decision making processes of firms, and are important to their long-term success, the principles focus on governance problems that result from the separation of ownership and control (agency theory). However, this is not simply an issue of relationship between shareholders and management, although that is indeed the central element. In some jurisdictions , governance issues also arise from the power of certain controlling shareholders over minority shareholders. In other countries, employees have important legal rights irrespective of their ownership rights. The OECD (2004) also suggests that corporate governance is affected by the relationships among participants in the governance system. Controlling shareholders, which maybe individuals, family holdings, bloc alliances, or other corporations acting through a holding company or cross shareholdings, can significantly influence corporate behaviour. As owners of equity, institutional investors are increasingly demanding a voice in corporate governance in some markets. Individual shareholders usually do not seek to exercise governance rights but may be highly concerned about obtaining fair treatment from controlling shareholders and management. Creditors according to the OECD (2004) play an important role in a number of governance systems and can serve as external monitors over corporate performance. Employees and other stakeholders play an important role in contributing to the long-term success and performance of the corporation, while governments establish the overall institutional and legal framework for corporate governance. The role of each of these participants, OECD (2004), and their interactions vary widely among OECD countries and among non-OECD countries well. Adding that these relationships are subject, in part, to law and regulation and, in part, to voluntary adaptation and, most importantly, to market forces. Bebchuk (2003) also argue that in theory, if directors fail to serve shareholders, or if they appear to lack the qualities necessary for doing so, shareholders have the power to replace them. This relates to a document presented to the securities exchange commission in New York, considering the improved rights of shareholders. Bebchuk (2003) also states that this shareholder power, in turn, provides incumbent directors with incentives to serve shareholders well, making directors accountable. He suggests that although shareholder power to replace directors is supposed to be an important element of corporate governance system, its largely a myth. Attempts to replace directors he states are extremely rare, even in firms that systematically underperform over a long period of time. By and large, directors nominated by the company run unopposed and their election is thus guaranteed. This varies from country to country. Hamid (2005) argues with regard to the International Financial Corporation, which is part of the World Bank in relation to corporate governance models in China. It states that corporate governance is a new concept in China and most managers and boards remain unaware of basic governance procedures, often confusing governance with general management. As a result, bridging the gap between rhetoric and reality is required. It adds that the private sector in China has clearly become the engine of growth, seemingly offering enormous investment opportunities. But the structures in place at private companies are often immature, reflecting the newness of the private sector. Most small and mid-sized enterprises in Chinaware run informally. They are family owned, they dont have checks and balances, and their financial reporting is not transparent. It goes on to argue that the state-owned enterprises on their way to becoming private enterprises suffer from a different set of governance problems. When these companies take on private ownership, they carry the legacy of the state-dominated decision making regime. They often have complex and opaque corporate ownership structures, overlapping new and traditional bodies of corporate control, and reporting practices that are focused on satisfying the information requirements of the authorities rather than the needs of investors. Stutchbury (2001) states that in Australia, when AMP handed down its 1999 results showing a $1.2 billion abnormal loss from the GIO takeover, the AMP chairman was nowhere to be seen. He did not deem it necessary to front up to the cameras or to face media questioning to explain himself to shareholders. He left it to the relatively new CEO, who was required to dead bat the many serious questions about the companys board, its relationship with top management, and the departure of its former CEO. These were questions, which the new CEO could not properly answer. They had to be answered by the Chairman, if they were to be answered at all. This shows across misconduct of rules and guidelines with regard to corporate governance. Although CSR has only become one of the most heated topics of the new millennium, its roots undoubtedly go back to some of the key philosophical debates over ethics, values, equity and equality, Smith(2003). However, the systematic treatment of business ethics has been neglected in most advanced economies, which directly relates to CSR. Hartley (1993), for example, suggests that the interests of a firm are actually best served by scrupulous attention to the public interest and by seeking a trusting relationship with the various stakeholders with which a firm is involved. In the process, society is also best served because the firm is forced to consider a whole range of competing objectives and to move away from activities, which are derived from short-term performance indicators. Hartley (1993) also adds that any philosophy or course of action that doesnt take the public interest into consideration is intolerable in todays society. Todays firms face more critical scrutiny from stakeholders and operate in a setting, which is becoming more regulatory and litigious. The Pensions and Investment Research Consultants (PIRC) (2000) in the UK, argue that the law should require all proxy votes are brought to bear on the business of a companys annual general meeting, which should encourage institutions to vote their proxies. Adding that they do not consider that abolishing the show of hands would act as a disincentive for small shareholders to attend and vote as they are aware of their lack of voting power under current UK law arrangements. The show of hands is largely symbolic. The PIRC (2000), also state that if the annual general meeting (AGM) is not made the focus of the decision making process, but merely one moment in the process, companies would be tempted to lobby shareholders after the AGM, thus undermining the value of the AGM. They emphasise that such a proposal gives companies an ability to evade accountability to their shareholders. The OECD (2004) states that shareholders have access in a number of countries to the companys proxy materials, which are sent to shareholders, although sometimes subject to conditions to prevent abuse. The OECD (2004) also states that co-operation among investors could also be used to manipulate markets prior to proxy voting, and to obtain control over a company without being subject to any takeover regulations. For this reason, in some countries, the ability of institutional investors to co-operate on their voting strategy is either limited or prohibited. Shareholder agreements may also be closely monitored. On the other hand although corporate governance around the world varies with regard to successes and failure, Reuters(2004) stated that News Corp, one of the worlds largest media empires, had a proxy vote, in which more than 90 present voted in favour of the Chairmans plan to reincorporate the organisation in the United States, where it generates more than 75 present of its earnings. This can be seen as very good reaction from the shareholders of the company, in which corporate governance in this case has been a success. It is worthwhile noting that the adherence and practice of corporate governance to avoid shareholder activism does vary from country to country and so the rules, guidelines, regulations, and procedures governing this concept are subject to different interpretations in companies around the world. Chapter 3: Theoretical Perspectives On Agency Problem, Corporate Social Responsibility and Corporate Governance It is often assumed that the role conflict between those who own firms(i.e., who want the firm to maximise the value of their stake in the business) and those who manage them (who want to maximise their own reward) will be detrimental to the pursuit of profit maximisation as an overriding objective. The significance of this separation of ownership and control and the potential problems it can cause is known as the agency problem. While, corporate governance deals with how an organisation establishes who it is there to serve, how this should be decided, and by whom. This relates to how managers deal with issues of ethics and corporate responsibility. The following is a detailed elaboration of the agency problem and corporate governance with regard to the concepts acting as a catalyst that leads to shareholder activism. The Agency Problem Potential conflict arises where ownership is separated from management. The ownership of most larger companies is widely spread, while the day-to-day control of the business rests in the hands of a new managers who usually have a relatively small proportion of the total shares issued. This can give rise to what is termed managerialism, self-serving behaviour by managers at the shareholders ‘expense. Examples of managerialism include pursuing more perquisites(splendid offices and company cars, etc.) and adopting low-risk survival strategies and satisficing behaviour. This conflict has been explored by Jensen and Mackling (1976), who developed a theory of the firm under agency arrangements. Managers are, in effect, agents forth shareholders and are required to act in their best interests. However, they have operational control of the business and the shareholders receive little information on whether the managers are acting in their best interests. A company can be viewed as simply a set of contracts, the most important of which is the contract between the firm and its shareholders. This contract describes the principal-agent relationship, where the shareholders are the principals and the management team the agents. An efficient agency contract allows full delegation of decision-making authority over use of invested capital to management without the risk of that authority being abused. However, left to themselves, managers cannot be expected to act in the shareholders best interests, but require appropriate incentives and controls to do so. Agency costs are the difference between the return expected from an efficient agency contract and the actual return, given that managers may act more in their own interests than the interests of shareholders. Managing the agency problem To attempt to deal with such agency problems, various incentives and controls have been recommended, all of which incur costs. Incentives frequently take the form of bonuses tied to profits (profit-related pay) and share options as part of a remuneration package scheme. Share options only have value when the actual share price exceeds the option price; managers are thereby encouraged to pursue policies that enhance long-term wealth-creation. In reality, the agency problem between investors and directors is more illusory than real for the following reasons: †¢ The principal in the business relationship is the company rather than the shareholder and the directors set the priorities and goals forth business, not the shareholders. †¢ Because directors, in most firms, invariably own shares in their business they will benefit in the same way as the ordinary shareholders from the activities of the firm. Chief executives in a number of large companies have recently come under fire for their outrageously high pay resulting from such schemes. Executive compensation schemes, such as those outlined above, are imperfect, but useful, mechanisms for retaining able managers and encouraging them to pursue goals that promote shareholder value. Another way of attempting to minimise the agency problem is by setting up and monitoring managers behaviour. Examples of these include: †¢ Audited accounts of the company †¢ Management audits and additional reporting requirements, and †¢ Restrictive covenants imposed by lenders, such as ceilings on the dividend payable or the maximum borrowings. To what extent does the agency theory problem invalidate the goal of maximising the value of the firm? In an efficient, highly competitive stock market, the share price is a fair reflection of investors ‘perceptions of the companys expected future performance. So agency problems in a large publicly quoted company will, before long, be reflected in a lower than expected share price. This could lead to an internal response, the shareholders replacing the board of directors with others more committed to their goals, or an external response, the company being acquired by a better-performing company where shareholder interests are pursued more vigorously. Corporate Social Responsibility Corporate social responsibility (CSR) is now on the global policy agenda, with the last 20 years having seen great strides forward inks. Domestically and internationally governmental, business and other organisations are getting involved with CSR initiatives. This relates to the fact that independent legal entities such as pension fund managers, institutional investors, private investors, green peace, and Christian churches are leading the way in attending annual general meetings of organisations, to ask tough and environmental questions concerning the conduct and performance of management within organisations. This has proved difficult to comprehend with in recent times for major organisations such as the Shell, Financial Times(1997), facing its shareholders on the grounds of its ethical approach on human rights grounds in the Niger Delta region of Nigeria. At the European and UK domestic levels, the European Commission in 2002adopted a new strategy on CSR, and in the same year the UK government published its second national CSR report. The UK government has now also appointed a minister for CSR. Internationally, organisations such as the United Nations, the International Labour Organisation (ILO), and the Organisation for Economic Co-operation and Development (OECD) have also taken the lead. Initiatives such as the UN Global Compact, theology Declaration on Fundamental Principles and Rights at Work and the Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy, and the OECD voluntary guidelines for multinational enterprises now dominate the corporate agenda, thus making CSR important for organisations of all kinds, large and small alike Hopkins (2003). The emergence of business ethics and responsible action on the corporate agenda is, however, more a function of the growing awareness of the social, political, and environmental impact of the modern industrial enterprise. Many of the shifts in political attitudes towards firms, for example, reflect serious abuse by specific companies and specific business leaders. The misappropriation of pension funds, repression of workers in the Third World, environmental incidents, and even the bribery and corruption associated with deals to gain large government contracts is all issues which have hit the headlines over the last few years. One of the major sticking points with regard to the rise in shareholder activism is the fact that corporate decisions are linked to a set of business ethics, and that by considering the structures and procedures which define the ethics of an organisation we ought to be able to say something about the prospects and preconditions for corporate performance. These v arious stakeholders, whom the firm must consider, are its customers, suppliers, values on which stakeholders requirement are based can be, in themselves, contradictory. The traditional way of resolving these issues is for the organisation to assume primacy over individuals, allowing it to pursue objectives dictated by senior management subject to financial constraints imposed by owners and lenders. The notion of public trust is also becoming more important. A clear measure of how far we have come towards a more responsive and responsible business climate is indicates by the fact that if a firm violates public trust, then it is likely to be surpassed by its competitors, who will be eager to please customers by addressing their wants more accurately. Moreover, while the overwhelming majority of business dealings arena-controversial, any abuses increasingly receive considerable publicity, harming the image of business. Once a companys image has been damaged, it often takes a long time to reverse that damage. In order to remain economically active, organisations need to learn from their mistakes or from those of other organisations. They need to take care to avoid situations and actions that might harm their relationship with their various stakeholders. In the worst of all cases, where an organisation faces a catastrophe, suddenly and without warning, its whole market image and business strategy can be destroyed. Examples of such events are increasingly commonplace. For example, in the case of Union Carbide, when one of its chemical plants in Bhopal, India leaked 40 tons of toxic chemicals, the event had (and continues to have) a profound effect on the reputation of that company. Although the company quickly rushed aid to the victims, it was bitterly condemned for complacency and the loose controls that permitted the accident to happen in the first place. Environmental considerations are only one of many issues, which might be included under the umbrella of business ethics. They nevertheless constitute an issue, which has grown in importance. As a result of them any accidents and growing environmental damage caused by organisations, there have been increasing demands from consumers for firms to operate more ethically in this area. The consumer movement has fundamentally shaped and contributed to the significant increase in legislation and regulation at all levels of government. This has been aimed at preventing abuses in the marketplace and in the environment and, therefore, environmental management strategies are increasingly commonplace in leading organisations around the world. To date, however, environmental considerations have not been given enough attention within the framework of business ethics, because dominant ideologies are being shaped more by short-term financial considerations than by the need to do business in a sustain able way. Ethics also vary internationally, due to cultural differences that exist across borders. The Corporate Governance In recent years, there has been considerable concern in the UK and around the world about standards of corporate governance, the system by which companies are directed and controlled. While, in company law, directors are obliged to act in the best interests of shareholders, there have been many instances of boardroom behaviour difficult to reconcile with this ideal. There have been numerous examples of spectacular collapses of companies, often the result of excessive debt financing in order to finance ill-advised takeovers, and sometimes laced with fraud. Many companies have been criticised for the generosity with which they reward their leading executives. The procedures for remunerating executives have been less than transparent, and many compensation schemes involve payment by results in one direction alone. Many chief executives have been criticised for receiving pay increases several times greater than the increases awarded to less exalted staff. In the train of these corporate collapses and scandals, a number of committees have reported on the accountability of the board of directors to their stakeholders and risk management procedures. The principles of Good Governance and Code of Best Practice, which apply to all listed companies from 1999 onwards within the OECD countries, are mentioned below: †¢ Directors and the Board An effective board is required to lead and control the company. It should have a balance of executive and non-executive directors; no individual or group must dominate the board; running the board and running the business are separate activities; no individual has unfettered powers; timely and quality information is given to the board; clear procedures for appointments; re-election at least every three years. †¢ Directors remuneration Executive remuneration is linked to corporate and individual performance; directors are not involved in deciding their own remuneration. †¢ Relations with shareholders Encourage dialogue on objectives with institutional shareholders; seams to communicate with shareholders and encourage participation. †¢ Accountability Reports influencing share price to give a balanced, understandable assessment of the companys position and prospects; a sound system of internal control to safeguard shareholders interests and company assets. Chapter 4: Critical Analysis of Theoretical Perspectives and the Empirical Evidence Gathered In The Literature Review The critical analysis in this chapter covers all aspects relating the theoretical perspectives of agency theory, corporate social responsibility and corporate governance from published books and articles. An analysis is made as to whether there is any consistency from the published material as far gathered and the already established theories. Due to the lack of time attached to this paper the empirical evidence used is one that has been covered in the literature review. One could say that the issue from shareholder activism from an international perspective is one that has come about of recent. Thesis rectified by the new guidelines, which only came into effect in1999, within the OECD countries including Ireland, and in China, it is still seen as a very new concept. The issue of agency theory with regard to the objectives of management and shareholders still varies from country to country. It can be

The Lost Duke of Wyndham Chapter Eight

And so he kissed her. He couldn't help it. No, he couldn't stop it. His hand was on her arm, and he could feel her skin, feel the soft warmth of it, and then when he looked down, her face was tilted toward his, and her eyes, deep and blue but so completely unmysterious, were gazing up at him, and in truth there was no way – simply no way – he could do anything in that moment but kiss her. Anything else would have been a tragedy. There was an art to kissing – he'd long known that, and he'd been told he was an expert. But this kiss, with this woman – the one time it should have been art, it was all breathless nerves, because never in his life had he wanted someone in quite the manner he wanted Miss Grace Eversleigh. And never had he wanted quite so much to get it all right. He couldn't scare her. He had to please her. He wanted her to want him, and he wanted her to want to know him. He wanted her to cling to him, to need him, to whisper in his ear that he was her hero and she'd never want to so much as breathe the air near another man. He wanted to taste her. He wanted to devour her. He wanted to drink in whatever it was that made her her, and see if it would transform him into the man he sometimes thought he ought to be. In that moment she was his salvation. And his temptation. And everything in between. â€Å"Grace,† he whispered, his voice brushing across her lips. â€Å"Grace,† he said again, because he loved saying it. She moaned in response, a soft whimpering sound that told him everything he wanted to know. He kissed her softly. Thoroughly. His lips and tongue found every corner of her soul, and then he wanted more. â€Å"Grace,† he said again, his voice hoarser now. His hands slid around to her back, pressing her against him so he could feel her body as a part of the kiss. She was not corseted under her gown, and every lush curve became known to him, every warm contour. He wanted more than the shape of her, though. He wanted the taste, the smell, the touch. The kiss was seduction. And he was the one being seduced. â€Å"Grace,† he said again, and this time she whispered – â€Å"Jack.† It was his undoing. The sound of his name on her lips, the single, soft syllable – it shot through him like no Mr. Audley ever could. His mouth grew urgent and he pressed her more tightly to his body, too far gone to care that he'd gone hard against her. He kissed her cheek, her ear, her neck, moving down to the hollow of her collarbone. One of his hands moved along the side of her rib cage, the pressure plumping her breast up until the upper curve was so close to his lips, so tantalizingly – â€Å"No†¦Ã¢â‚¬  It was more of a whisper than anything else, but still, she pushed him away. He stared at her, his breath rushed and heavy. Her eyes were dazed, and her lips looked wet and well-kissed. His body was thrumming with need, and his eyes slid down to her belly, as if he could somehow see through the folds of her dress, down, down to the V where her legs met. Whatever he'd been feeling just then – it tripled. Dear God, he hurt with it. With a shuddering groan, he tore his gaze back up to her face. â€Å"Miss Eversleigh,† he said, since the moment called for some thing, and there was no way he was going to apologize. Not for something that good. â€Å"Mr. Audley,† she replied, touching her lips. And he realized, in a single blinding moment of pure terror, that everything he saw on her face, every stunned blink of her eyes – he felt it, too. But no, that was impossible. He'd just met her, and beyond that, he did not do love. Amendment: he did not do the heart-pounding, mind-fogging, overabundance of lust that was so often confused with love. He loved women, of course. He liked them, too, which he was aware made him rather unique among men. He loved the way they moved, and he loved the sounds they made, whether they were melting in his arms or clucking their disapproval. He loved how each one smelled different, and how each moved differently, and how even so, there was something about them all as a group that seemed to brand them together. I am woman, the air around them seemed to say. I am most definitely not you. And thank heavens for that. But he had never loved a woman. And he did not have any inclination to do so. Attachments were messy things, given to all sorts of unpleasantries. He preferred to move from affaire to affaire. It fit his life – and his soul – much better. He smiled. Just a little one. Exactly the sort one would expect from a man like him at a time like this. Perhaps with a little extra tilt in one corner. Just enough to lend some wry wit to his tone when he said, â€Å"You stepped into my room.† She nodded, but the motion was so slow he couldn't be sure she even realized she was doing it. When she spoke, there was a certain dazedness to it, as if perhaps she was talking to herself. â€Å"I won't do it again.† Now, that would be a tragedy. â€Å"I wish you would,† he said, offering her his most disarming smile. He reached out, and before she could guess his intentions, took her hand and raised it to his lips. â€Å"It was certainly,† he murmured, â€Å"the most pleasant welcome of my day here at Belgrave.† He did not let go of her fingers as he added, â€Å"I very much enjoyed discussing that painting with you.† It was true. He had always liked the smart women best. â€Å"As did I,† she answered, and then she gave her hand a gentle tug, forcing him to relinquish his hold. She took a few steps toward the door, then paused, turning partway around as she said, â€Å"The collection here rivals any of the great museums.† â€Å"I look forward to viewing it with you.† â€Å"We shall begin in the gallery.† He smiled. She was clever. But just before she reached the door, he called out, â€Å"Are there nudes?† She froze. â€Å"I was wondering,† he said innocently. â€Å"There are,† she replied, but she did not turn around. He longed to see the color of her cheeks. Vermillion, or merely pink? â€Å"In the gallery?† he asked, because surely it would be impolite to ignore his query. He wanted to see her face. One last time. â€Å"Not in the gallery, no,† she said, and she did turn then. Just enough so he could see the sparkle in her eyes. â€Å"It is a portrait gallery.† â€Å"I see.† He made his expression appropriately grave. â€Å"No nudes, then, please. I confess to a lack of desire to see Great-Grandfather Cavendish au naturel.† Her lips pressed together, and he knew it was with humor, not disapproval. He wondered just what it would take to nudge her further, to dislodge the laughter that was surely bubbling at the base of her throat. â€Å"Or, good heavens,† he murmured, â€Å"the dowager.† She sputtered at that. He brought a hand to his forehead. â€Å"My eyes,† he moaned. â€Å"My eyes.† And then, bloody hell, he missed it. She laughed. He was sure that she did, even though it was more of a choking sound than anything else. But he had his hand over his eyes. â€Å"Good night, Mr. Audley.† He returned his hand to its proper place at his side. â€Å"Good night, Miss Eversleigh.† And then – and he would have sworn he'd been prepared to allow her to depart – he heard himself call out, â€Å"Will I see you at breakfast?† She paused, her hand on the outer doorknob. â€Å"I expect so, if you are an early riser.† He absolutely was not. â€Å"Absolutely I am.† â€Å"It is the dowager's favorite meal,† she explained. â€Å"Not the chocolate and the newspaper?† He wondered if he remembered everything she'd said that day. Quite possibly. She shook her head. â€Å"That is at six. Breakfast is laid at seven.† â€Å"In the breakfast room?† â€Å"You know where it is, then?† â€Å"Haven't a clue,† he admitted. â€Å"But it seemed a likely choice. Will you meet me here, to escort me down?† â€Å"No,† she said, her voice dipping slightly with amusement (Or exasperation? He couldn't be sure), â€Å"but I will arrange to have someone else lead you there.† â€Å"Pity.† He sighed. â€Å"It won't be the same.† â€Å"I should hope not,† she said, slowly shutting the door between them. And then, through the wood, he heard, â€Å"I plan to send a footman.† He laughed at that. He loved a woman with a sense of humor. At precisely six the following morning, Grace entered the dowager's bedroom, holding the heavy door open for the maid who had followed her with the tray from the kitchen. The dowager was awake, which was no great surprise. She always woke early, whether the summer sun was slipping in around the curtain edges, or the winter gloom hung heavy on the morning. Grace, on the other hand, would have gladly slept until noon if permitted. She'd taken to sleeping with her drapes open since her arrival at Belgrave – the better to let the sunlight batter her eyelids open every morning. It didn't work very well, nor did the chiming clock she'd installed upon her bedside table years earlier. She thought she would have adapted to the dowager's schedule by this point, but apparently her inner timepiece was her one rebellion – the last little bit of her that refused to believe that she was, and forever would be, companion to the dowager Duchess of Wyndham. All in all, it was a good thing she'd befriended the housemaids. The dowager might have Grace to start her day, but Grace had the maids, who took turns each morning, slipping into her room and shaking her shoulder until she moaned, â€Å"Enough†¦Ã¢â‚¬  How strange about Mr. Audley. She would never have pegged him for a morning person. â€Å"Good morning, your grace,† Grace said, moving to the windows. She pulled open the heavy velvet curtains. It was overcast, with a light mist, but the sun seemed to be making a good effort. Perhaps the clouds would burn off by afternoon. The dowager sat up straight against her pillows, queenly in her elaborately styled, domed canopy bed. She was nearly done with her series of morning exercises, which consisted of a flexing of the fingers, followed by a pointing of the toes, finishing with a twisting of her neck to the left and right. She never stretched it side to side, Grace had noticed. â€Å"My chocolate,† she said tersely. â€Å"Right here, ma'am.† Grace moved to the desk, where the maid had left the tray before hurrying off. â€Å"Be careful, ma'am. It's hot.† The dowager waited while Grace arranged the tray on her lap, then smoothed out the newspaper. It was only two days old (three was standard in this region) and had been neatly ironed by the butler. â€Å"My reading glasses.† They were already in Grace's hand. The dowager perched them on the tip of her nose, taking a gingerly sip of her chocolate as she perused the paper. Grace sat in the straight-back chair by the desk. It was not the most convenient location – the dowager was as demanding in the morning as she was the rest of the day, and would surely have her hopping up and down and across the room to her bed. But Grace was not permitted to actually sit next to the bed. The dowager complained that it felt as if Grace were trying to read over her shoulder. Which was true, of course. Grace now had the newspaper transferred to her room once the dowager was through with it. It was still only two and a half days old when she read it, which was twelve hours better than anyone else in the district. It was strange, really, the things that made one feel superior. â€Å"Hmmm.† Grace tilted her head but did not inquire. If she inquired, the dowager would never tell. â€Å"There was a fire at Howath Hall,† the dowager said. Grace was not certain where that was. â€Å"I do hope no one was injured.† The dowager read a few more lines, then answered, â€Å"Just a footman. And two maids.† And then a moment later: â€Å"The dog perished. Oh my, that is a shame.† Grace did not comment. She did not trust herself to engage in early morning conversations until she'd had her own cup of chocolate, which she was generally not able to do until breakfast at seven. Her stomach rumbled at the thought. For someone who detested mornings as she did, she'd come to adore breakfast fare. If they could only serve kippers and eggs for supper each evening, she'd have been in heaven. She glanced at the clock. Only fifty-five more minutes. She wondered if Mr. Audley was awake. Probably. Morning people never awoke with only ten minutes to spare before breakfast. She wondered what he looked like, all sleepy and rumpled. â€Å"Is something wrong, Miss Eversleigh?† the dowager sharply inquired. Grace blinked. â€Å"Wrong, ma'am?† â€Å"You†¦ chirped.† She said this with considerable distaste, as if handling something with a particularly foul smell. â€Å"I'm so sorry, ma'am,† Grace said quickly, looking down at her hands folded in her lap. She could feel her cheeks growing warm, and she had a feeling that even in the morning light and with the dowager's diminished vision, her blush would be clearly visible. Really, she should not be imagining Mr. Audley, and especially not in any state of dishabille. Heaven only knew what sorts of inappropriate sounds she would make the next time. But he was handsome. Even when all she'd seen of him was the lower half of his face and his mask, that much had been clear. His lips were the sort that always held a touch of humor. She wondered if he even knew how to frown. And his eyes†¦Well, she hadn't been able to see those that first night, and that was almost certainly a good thing. She'd never seen anything quite so emerald. They far outshone the dowager's emeralds, which, Grace was still chagrined to remember, she'd risked her life (in theory, at least) to keep safe. â€Å"Miss Eversleigh!† Grace jerked upright. â€Å"Ma'am?† The dowager pierced with a stare. â€Å"You snorted.† â€Å"I did?† â€Å"Are you questioning my hearing?† â€Å"Of course not, ma'am.† The dowager abhorred the notion that any part of her might be susceptible to the usual impairments of age. Grace cleared her throat. â€Å"I apologize, ma'am. I was not aware. I must have, ehrm, breathed heavily.† â€Å"Breathed heavily.† The dowager appeared to find that as appealing as she had Grace's earlier chirp. Grace touched a hand lightly to her chest. â€Å"A bit of congestion, I'm afraid.† The dowager's nostrils flared as she peered down at the cup in her hands. â€Å"I do hope you did not breathe on my chocolate.† â€Å"Of course not, ma'am. The kitchen maids always carry the tray up.† The dowager evidently did not find any reason to ponder that further, and she turned back to her newspaper, leaving Grace alone once more with her thoughts of Mr. Audley. Mr. Audley. â€Å"Miss Eversleigh!† At that Grace stood. This was getting ridiculous. â€Å"Yes, ma'am?† â€Å"You sighed.† â€Å"I sighed?† â€Å"Do you deny it?† â€Å"No,† Grace replied. â€Å"That is to say, I did not notice that I sighed, but I certainly allow that I could have done so.† The dowager waved an irritated hand in her direction. â€Å"You are most distracting this morning.† Grace felt her eyes light up. Did this mean she'd escape early? â€Å"Sit down, Miss Eversleigh.† She sat. Apparently not. The dowager set down her newspaper and pressed her lips together. â€Å"Tell me about my grandson.† And the blush returned. â€Å"I beg your pardon?† The dowager's right eyebrow did a rather good imitation of a parasol top. â€Å"You did show him to his room last night, didn't you?† â€Å"Of course, ma'am. At your directive.† â€Å"Well? What did he say? I am eager to learn what sort of man he is. The future of the family may very well rest in his hands.† Grace thought guiltily of Thomas, whom she'd somehow forgotten in the past twelve hours. He was everything a duke ought to be, and no one knew the castle as he did. Not even the dowager. â€Å"Er, don't you think that might be a bit premature, your grace?† â€Å"Defending my other grandson, are we?† Grace's eyes widened. Something about the dowager's tone sounded positively malevolent. â€Å"I consider his grace a friend,† she said carefully. â€Å"I would never wish him ill.† â€Å"Pfft. If Mr. Cavendish – and don't you dare call him Mr. Audley – really is the legitimate issue of my John, then you are hardly wishing Wyndham ill. The man ought to be grateful.† â€Å"For having his title pulled from beneath his feet?† â€Å"For having had the good fortune to have had it for as long as he did,† the dowager retorted. â€Å"If Mr. – oh, bloody hell, I'm going to call him John – â€Å" Jack, Grace thought. â€Å"If John really is my John's legitimate son, then Wyndham never really had the title to begin with. So one could hardly call it stripping.† â€Å"Except that he has been told since birth that it is his.† â€Å"That's not my fault, is it?† scoffed the dowager. â€Å"And it has hardly been since birth.† â€Å"No,† Grace allowed. Thomas had ascended to the title at the age of twenty, when his father perished of a lung ailment. â€Å"But he has known since birth that it would one day be his, which is much the same thing.† The dowager grumbled a bit about that, using the same peevish undertone she always used when presented with an argument to which she had no ready contradiction. She gave Grace one final glare and then picked up her newspaper again, snapping it upright in front of her face. Grace took advantage of the moment to let her posture slip. She did not dare close her eyes. And sure enough, only ten seconds passed before the dowager brought the paper back down and asked sharply, â€Å"Do you think he will make a good duke?† â€Å"Mr. Au – † Grace caught herself just in time. â€Å"Er, our new guest?† The dowager rolled her eyes at her verbal acrobatics. â€Å"Call him Mr. Cavendish. It is his name.† â€Å"But it is not what he wishes to be called.† â€Å"I don't give a damn what he wishes to be called. He is who he is.† The dowager took a long gulp of her chocolate. â€Å"We all are. And it's a good thing, too.† Grace said nothing. She'd been forced to endure the dowager's lectures on the natural order of man far too many times to risk provoking a repeat performance. â€Å"You did not answer my question, Miss Eversleigh.† Grace took a moment to decide upon her reply. â€Å"I really could not say, ma'am. Not on such a short acquaintance.† It was mostly true. It was difficult to think of anyone besides Thomas holding the title, but Mr. Audley – for all his lovely friendliness and humor – seemed to lack a certain gravitas. He was intelligent, certainly, but did he possess the acumen and judgment necessary to run an estate the size of Wyndham? Belgrave might have been the family's primary domicile, but there were countless other holdings, both in England and abroad. Thomas employed at least a dozen secretaries and managers to aid him in his stewardship, but he was no absentee landlord. If he had not walked every inch of the Belgrave lands, she would wager that he'd come close. And Grace had substituted for the dowager on enough of her duties around the estate to know that Thomas knew nearly all of his tenants by name. Grace had always thought that a remarkable achievement for one brought up as he had been, with a constant emphasis on the Wyndham place in the hierarchy of man. (Just below the king, and well above you, thank you very much.) Thomas liked to present to the world the image of a slightly bored, sophisticated man of the ton, but there was quite a bit more to him. It was why he was so very good at what he did, she supposed. And why it was so callous of the dowager to treat him with such a lack of regard. Grace supposed that one had to possess feelings in order to have a care for those of others, but really, the dowager had quite gone beyond her usual selfishness. Grace had no idea whether Thomas had returned the night before, but if he hadn't†¦well, she wouldn't blame him. â€Å"More chocolate, Miss Eversleigh.† Grace stood and refilled the dowager's cup from the pot she'd left on the bedside table. â€Å"What did you talk about last night?† Grace decided to feign obtuseness. â€Å"I retired early.† She tilted the pot back, careful not to drip. â€Å"With your very kind permission.† The dowager scowled. Grace avoided the expression by returning the chocolate pot to its spot on the table. It took her an impressively long time to get it just so. â€Å"Did he speak of me?† the dowager asked. â€Å"Er, not so very much,† Grace hedged. â€Å"Not very much or not at all?† Grace turned. There was only so much interrogation she could avoid before the dowager lost her temper. â€Å"I'm certain he mentioned you.† â€Å"What did he say?† Good heavens. How was she meant to say that he'd called her an old bat? And if he hadn't called her that, then he'd probably called her something worse. â€Å"I don't recall precisely, ma'am,† Grace said. â€Å"I'm terribly sorry. I was not aware you wished for me to take note of his words.† â€Å"Well, next time, do so,† the dowager muttered. She turned to her newspaper, then looked up toward the window, her mouth in a straight, recalcitrant line. Grace stood still, her hands clasped in front of her, and waited patiently while the dowager fussed and turned and sipped and ground her teeth, and then – it was hard to believe, but Grace thought she might actually feel sorry for the older woman. â€Å"He reminds me of you,† she said, before she could think the better of it. The dowager turned to her with delighted eyes. â€Å"He does? How?† Grace felt her stomach drop, although she was not certain if this was due to the uncharacteristic happiness on the dowager's face or the fact that she had no idea what to say. â€Å"Well, not completely, of course,† she stalled, â€Å"but there is something in the expression.† But after about ten seconds of smiling blandly, it became apparent to Grace that the dowager was waiting for more. â€Å"His eyebrow,† she said, in what she thought was a stroke of genius. â€Å"He lifts it like you do.† â€Å"Like this?† The dowager's left brow shot up so fast Grace was surprised it did not fly off her face. â€Å"Er, yes. Somewhat like that. His are†¦Ã¢â‚¬  Grace made awkward motions near her own brows. â€Å"Bushier?† â€Å"Yes.† â€Å"Well, he is a man.† â€Å"Yes.† Oh, yes. â€Å"Can he do both?† Grace stared at her blankly. â€Å"Both, ma'am?† The dowager began lifting and dropping her brows in alternation. Left, right, left, right. It was a singularly bizarre spectacle. â€Å"I do not know,† Grace said. Quickly. To cut her off. â€Å"Very strange,† the dowager said, returning both of her brows back to where Grace hoped she'd keep them. â€Å"My John could not do it.† â€Å"Heredity is very mysterious,† Grace agreed. â€Å"My father could not do this† – she took her thumb and bent it back until it touched her forearm – â€Å"but he said his father could.† â€Å"Aah!† The dowager turned aside in disgust. â€Å"Put it back! Put it back!† Grace smiled and said with perfect mildness, â€Å"You will not wish to see what I can do with my elbow, then.† â€Å"Good Lord, no.† The dowager snorted and waved toward the door. â€Å"I am through with you. Go see to breakfast.† â€Å"Shall I have Nancy help you dress?† The dowager let out the most amazingly long-suffering sigh, as if a lifetime of aristocratic privilege was just too much. â€Å"Yes,† she agreed gracelessly, â€Å"if only because I can't bear to look at your thumb.† Grace chuckled. And she must have been feeling especially bold, because she did not even attempt to stifle it. â€Å"Are you laughing at me, Miss Eversleigh?† â€Å"Of course not!† â€Å"Don't,† the dowager said sharply, â€Å"even think about saying you're laughing with me.† â€Å"I was just laughing, ma'am,† Grace said, her face twitching with the smile she could not keep contained. â€Å"I do that sometimes.† â€Å"I have never witnessed it.† Said as if this meant it couldn't possibly be true. Grace could not say any of the three rejoinders that immediately sprang to mind – That is because you are not listening, your grace. That is because I rarely have cause to laugh in your presence. or What of it? So instead she smiled – warmly, even. Now this was strange. She'd spent so much of her time swallowing her retorts, and it always left a bitter taste in her mouth. But not this time. This time she felt light. Unfettered. If she could not speak her mind to the dowager, she didn't much care. She had too much to look forward to this morning. Breakfast. Bacon and eggs. Kippers. Toast with butter and marmalade, too, and†¦ And him. Mr. Audley. Jack.

The Basics of Esl Essay Writing Topics

The Basics of Esl Essay Writing Topics Choosing Good Esl Essay Writing Topics Lucky for you, there are many topics you could concentrate on when writing and it's all your responsibility to establish the precise topic that you wish to build on. Writing practice shouldn't be boring! You ought to use a five paragraph essay format for this sort of paper. While preparing the text, you will need to see that you should separate these 2 topics from one another. The above mentioned compare and contrast essay topics are only a few of the numerous topics it is possible to decide to talk about in your essay. You can begin with the kind of topic you select for your compare and contrast essay. If you have the ability to create a good essay, you're really grasping the principal concepts. A comparison essay is among them. If necessary, you could always turn to professionals to supply you with a nudge or assist you with your topics or sources. There are plenty of sources from where it is possible to gather information on your subjects but be certain that you always go with facts. Since you may see, the topics are broken up into multiple categories so it would be simpler that you select one. Before you start to compare the 2 subjects, research to acquire more knowledge on the topics you're writing about. What is Actually Going on with Esl Essay Writing Topics If you are thinking about how to begin a compare and contrast essay or simply want to understand how to write one well, first you ought to comprehend its objective. It is possible to also order a fully written compare and contrast essay and alleviate the quantity of work you must do. You are unable to write a great essay whenever you are in a rush or thinking about several other things you need to do. In the event the essay is structured a round an issue, it is often appropriate to finish the essay by offering solutions to that issue and outlining potential consequences if those solutions aren't followed. You cannot do both, since it's going to be too confusing for your readers. You should have valid proof to back up your ideas and proper analysis that your readers can see and follow all of the way down. You develop an answer and explain why you're right. The answer isn't to attempt to slow down technology. Whichever strategy you use, however, be certain that you keep your eye on the time so that you don't run out of time for analyzing and writing! The later one looks fruitful in short-term gains. You have to present your topic, obviously, and also your thesis statement that has the function of indicating to your readers what is the probable path of the full work. Give some arguments to back up your position. Conventional classes require students to attend class at a particular time and in a particular site. In the span of obtaining an education, students must deal with unique tasks and overcome different challenges of different complexity. They are encouraged that when choosing a topic, you think outside the box as this will most likely earn you better grades. All students will see this help invaluable. There are two primary dangers for those who do smoke. There are a great deal of great choices there when you're searching for songs for in-class pursuits. You've got an enti re collection of things to compare. For example an individual may opt for a topic like, life in the shoes of a werewolf. Students lead busy lives and frequently forget about a coming deadline. This way, they can be responsible for teaching others some words that they have learned from their short story. In planning for the ending of the essay, the students should choose the chance to reaffirm their position. Even your shyest students might become so excited of what you're reading in class they begin to participate more. When you go back do a more sophisticated reading of the short article, sure to keep a look out for argument-building methods and to attempt to stay objective. Short stories are a fantastic way for adult ESL learners to locate common ground to get discussions. You just provide the reader a meaningful glimpse in your life. As you read the rest of this story with your students, talk about how the writer is creating suspense by means of repetition and his sentence choice.

World War Ii Dbq - 2355 Words

World War II DBQ After the deaths of 37,508,686 soldiers by the end of World War I, Europe was a mess. Countries had been dissolved and rearranged, governments had fallen and been replaced, and economies were thriving then crashing, all as a result from World War I. One of the main goals at the end of World War I was to prevent another tragedy like World War I from happening again. Clearly that did not happen, as World War II still happened, causing over 50 million deaths. The repercussions of World War I caused World War II due to radical ideology, bad economic conditions, and nationalism to the point of extremity. The rise of Fascism in Italy contributed to World War II because of it’s militaristic and nationalistic†¦show more content†¦The British found out about Hitler â€Å"reoccupying the Rhineland† (Document #9),a direct violation against the League of Nations. Woodrow Wilson, the President of the United States in 1918, proposed the idea of an international pe ace-keeping organization in his 14 Points speech. Germany was allowed to join the League of Nations through the Treaty of Locarno in 1925, in hopes that this organization would be able to help prevent any future world wars. Another violation of the League of Nations was Italy’s invasion of Ethiopia in 1935. In World War I, Italy started out fighting on the side of the Germans and the Austrians and switched sides halfway through the war. The invasion of Ethiopia was a direct violation of Article X of the League of Nations, because not only was Ethiopia a member of the League of Nations, but the invasion resulted in the Italo-Ethiopian War, which started in October of 1935, right after Mussolini’s invasion of Ethiopia. The Italians violated the rules of the League of Nations, but Germany also violated the Treaty of Versailles. 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