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(b) Importance of the chairman’s statement
The chairman’s statement (or president’s letter in some countries)is an important and usually voluntary item,typically carried at the very beginning of an annual report. In general terms,it is intended to convey important messages to shareholders in general,strategic terms. As a separate section from other narrative reporting sections of an annual report,it offers the chairman the opportunity to inform shareholders about issues that he or she feels it would be beneficial for them to be aware of. This independent communication is an important part of the separation of the roles of CEO and chairman.
In the case of TQ Company,the role of the chairman is of particular importance because of the dominance of Mr Smith. Miss Hoiku had a particular responsibility to use her most recent statement to inform shareholders about going concern issues notwithstanding the difficulties that might cause in her relationship with Mr Smith. Miss Hoiku has an ethical as well as an agency responsibility to express her independence in the chairman’s statement and convey issues relevant to company value to the company’s shareholders. She can use her chairman’s statement for this purpose.
(c) Criticise the structure of the reward package that Mr Smith awarded himself
The balance between basic to performance related pay was very poor. Mr Smith,perhaps being aware that the prospect of gaining much performance related income was low,took the opportunity to increase the fixed element of his income to compensate. This was not only unprofessional and unethical on Mr Smith’s part,but it also represented very bad value for shareholders. Having exercised his share options and sold the resulting shares, there was now no element of alignment of his package with shareholder interests at all. His award to himself of an ‘excessively’ expensive company car was also not in the shareholders’ interests. The fact that he exercised and sold all of his share options means that he will now have no personal financial motivation to take strategic decisions intended to increase TQ Company’s share value. This represents a poor degree of alignment between Mr Smith’s package and the interests of TQ’s shareholders.
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