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Preface
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page xi
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Table of legislation
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xv
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Table of cases
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xix
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Introduction
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1
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PART I: GENERAL ISSUES
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1
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Disclosure theory and the limitations of corporate reports
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13
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Introduction
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13
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Summary of the disclosure system in English Company Law
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13
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Is a mandatory corporate disclosure system necessary?
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16
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Criticisms of corporate information and disclosure
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33
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Why do these problems exist with company reports?
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35
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Conclusion
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36
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2
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The regulatory framework
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37
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Introduction
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37
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Legislative requirements
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39
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Non-statutory mandatory requirements
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42
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Non-mandatory provisions
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50
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Conclusion
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52
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3
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Persons responsible for presenting corporate reports and information
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53
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Introduction
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53
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Those who provide the information: the company secretary and the directors
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54
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Directors
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57
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The gatekeepers: non-executive directors and auditors
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68
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Conclusion
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83
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4
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Users of corporate reports
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85
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Different potential recipients of company information
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86
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The predicament involved in recognising a variety of users
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91
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Possible theoretical and legal models for the company
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92
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Competing or companion claims to information?
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98
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Conclusion
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103
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5
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The Companies Register
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105
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The role of Companies House
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105
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Information required by Companies House when a company is formed
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106
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Information required to be sent to the registrar during a company's life
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108
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Documents to be delivered to the registrar upon the company's liquidation or insolvency
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111
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Information relating to oversea companies
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113
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The importance of the companies registrar for disclosure
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114
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Modernising the First Company Law Directive
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117
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European and international developments on the role of the Companies Registrar
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119
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Conclusion
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120
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PART II:FINANCIAL REPORTING
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6
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Financial reporting
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125
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Introduction
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125
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Statutory reporting requirements
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125
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Professional standards
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137
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Conclusion
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158
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7
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International aspects of financial reporting
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161
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Introduction
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161
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The development of an international financial reporting regime
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161
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European steps towards international standards
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163
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The new accounting legislation
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166
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The new accounting regime
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168
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Role of the IASB
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172
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International Financial Reporting Standards
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173
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Implementation
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176
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US standards come closer
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176
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7.10 Conclusion
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177
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8
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Disclosure in securities markets regulation
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179
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Introduction
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179
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Reasons for mandatory disclosure in the securities markets
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180
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Disclosure requirements in the securities market in the UK
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181
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Mutual recognition provisions
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185
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Developments under the European Financial Services Action Plan 1999
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185
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Remedies for false or misleading information
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195
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Conclusion
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199
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PART III: NARRATIVE REPORTING
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9
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The Operating and Financial Review
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205
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Introduction
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205
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Development of the new statutory OFR
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206
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Policy and theoretical basis for the OFR
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208
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Regulatory structure
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209
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Principles of the OFR
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210
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Contents of the OFR
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210
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Confidentiality
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215
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Impact of the OFR requirements on directors' duties
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216
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Directors' liability
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219
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What would the OFR have meant for the role of the auditor?
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221
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Users
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223
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Enforcement of the OFR requirements
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225
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Conclusion
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226
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10
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Social and environmental reporting
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228
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Introduction
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228
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Definitions
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230
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What are the objectives of social and environmental reporting and accounting?
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232
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Regulatory approaches to social and environmental reporting
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234
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Features of environmental and social reporting
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244
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Poor quality of reporting
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245
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The voluntary framework
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247
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Should social and environmental reporting be linked to financial measures?
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251
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Role of auditors in social and environmental reporting
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253
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Sustainability reporting
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257
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1Conclusion
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260
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11
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Corporate reporting and employees
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262
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Introduction
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262
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Human capital reporting
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264
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Why has human capital reporting not developed in the same way as financial reporting?
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266
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What are the features of human capital reporting?
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269
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What are the potential benefits of human capital reporting?
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271
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What are the potential limits of human capital reporting?
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275
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Other jurisdictions?
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278
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What is the appropriate way forward?
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281
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Employee involvement in corporate decision-making
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286
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Conclusion
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290
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PART IV: A WAY FORWARD
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12
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Conclusions – rethinking the disclosure agenda
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295
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Introduction
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295
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A communicative approach
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297
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Organising the stakeholders
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308
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Electronic communication
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309
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Bibliography
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311
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Index
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325
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