Case CG Lecture 9 and Lecture 10
Case CG Lecture 9 and Lecture 10
The executive compensation committee of Blue Cross Blue Shield Board has
come up with the following reward package for the CEO, Redmayne for the
coming year:
· Base salary: $1 million. This salary is the standard for the CEO of a large
public corporation. The Blue Cross Blue Shield Corporation does not want
to cross this $ 1 million since the amount exceeding $1 million would not
be tax-deductible.
· Short term incentive: For every 1% over a threshold of 7% ROE, Redmayne
received a $1,500,000 bonus. He also received an additional $250,000 for
every 0.5% improvement over the prior year.
· Long-term incentive: Redmayne had received stock options for 500,000
shares at $15 dollars a share 5 years earlier. Since then, Redmayne had
received annual grants of 100,000 shares (see the following table for
details)
2011 500,000 15
2012 100,000 20
2013 100,000 25
2014 100,000 30
2015 100,000 27
a/ Calculate the cash compensation of Redmayne for the three years 2013, 2014, 2015.
2014: 1million
b/ In what year should Redmayne exercise his stock options to maximize the
proceeds? (Assuming that he has to exercise all his outstanding stock options up to
that year)
2011 500,000 15
2012 100,000 20
2013 100,000 25
2014 100,000 30
2015 100,000 27
Case 1:
a. - The agreed items are subjective when receiving and agreeing hastily to invite Mr. Woof to
the company.
- There are no items to shape and monitor standards that need to be guaranteed
performance during work
- Agreed to signing of extremely beneficial terms for the pension package even if the work
goals are not fulfilled
Tomato bank’s remuneration committee has decided hurryly without considering the huge risk Woof
could raise. His package's division into fundamental and performance-related components was not
thoroughly evaluated. Two members in remunerationn committee was Woof’s former collegues,
which put their trust in Woof’s performance. They’re not independent. Moreover, details of his
reward package were not considered importantly.
Criticize the performance of Tomato bank’s remuneration committee in agreeing Mr. Woof’s reward
package.
The remuneration committee failed to show good practices when they accepted Mr. Woof’s request
in such a hasty manner without considering it carefully. Instead of making their own independent
decision about the appropriate components for Mr. Woof’s package, it was entirely based on
“whatever he wants”. They shouldn’t have carelessly approved of an unreasonable “generous non-
performance related pension settlement”, because despite his previous track record, there was
nothing to guara
-Everybody in the remuneration committee was so confident that Mr. Woof would bring success to
Tomato Bank, and the purpose was to pull Mr. Woof back to Tomato Bank without caring about the
rest that might affect the company.
- Mr. Woof is known as the best banker globally, and people only focus on Mr.Woof as one of the
world's best bankers, so they have to bring him back to the company
The remuneration committee should not wholeheartedly follow the advice of the finance director –
John Temba, or 2 of Mr. Woof's former colleagues in the committee since that were just ill-bilateral
perspectives. Instead, the remuneration committee should have scrutinized the success he brings to
the bank in the future, after becoming CEO.
It is evident that the renumeration committee of Tomato Bank lacked independence in deciding on
reward package for George Woof. (Two of the renumeration committee directors were Mr. Woof
former co-workers) Thus, this would create an unbalanced reward package since objectivity of the
committee would be distorted.
In addition, there was a great breach of professionalism since the committee acted much on the
letter from Mr. Woof and agreed to design the package in such a hasty manner.
The agreement of Tomato Bank’s remuneration committee with Mr. Wool’s reward package was a
worse decision. To explain this, several following reasons are listed.
Firstly, high expectation of Tomato’s BOD for Mr. Wool is considered as one of the remarkable
reasons. The over-evaluation leads to the hurried decision of remuneration committee agreeing with
his package.
Secondly, The biased advices from other member of remuneration committee also leads to this
decision.
The committee failed to construct a proper and balanced reward package since the rewards were
not aligned with performance of Tomato bank and shareholders’ interest, and there was no
resignation arrangement between Mr. Woof and Tomato Bank.
b. should include basic salary, bonuses and balance between short term & long term incentives
such as ESOP since its purpose is to minimize agency costs.
- rewarded when meeting targets of further interest of the shareholders or getting a bonus
based on specific financial targets in line with the company's value.
- An intersection of a long-term working performance and the living manner of the director
and it must align with the shareholder’s interest.
First of all, the company should ask Mr Woof to sign a contract that ensures his compliance to the
national laws and the bank’s regulations. Any violations would result in significant fines and the
amounts should be as much as his pensions.
Secondly, Mr. Woof’s reward package should be restricted with conditions. After a period of time (2 to
3 years), if the loss resulted from Mr. Woof’s decisions is significantly higher than the profits came:
Option 1: He has to return the rewards package (if the company already paid)
Option 2: He has to compensate for the financial losses (if the company already paid the rewards)
Option 3: He will not receive the reward when he is no longer in the current position
Or, the reward package should be designed in terms of hierarchy. For example, if Mr. Woof can create
5% of improvement or raise the market shares of 2% within 2 years, he will receive 100% of the
rewards.
A 4% rise will earn him 80%, 3% - 60% and so on.
Explanation: Mr. Woof’s previous achievements might be outstanding, but it is unlikely that the
successful streak would last forever. The successful strategies that Mr. Woof applied might not be
suitable for the development strategy of Tomato Bank. Consequently, he might not worth to earn that
many rewards, in other words, he might not be able to create that much profits for the company as the
ideal scenario.
- A more balanced package helps to balance the interests of both parties, allowing - Shareholders to
feel fair. In addition, it will help the CEO to be responsible for the company's interests and carefully
consider his decisions.
- In this case, Mr Woof still gets high compensation even though he failed, Because compensation
does not depend much on performance.
‘’Even if he is kicked out of the company, he still gets rewarded "for failure."’’
Instead of promising a generous amount of pensions to invite Mr. Woof to the company, the
remuneration committee should have just promised about the rewards that he would be able to earn
after bringing tremendous growth to the bank. Also they should have imagined any potential failure
may come, since it seems like the remuneration had put too much trust on Mr. Woof.
executive compensation packages typically utilize six distinct compensation components:
Base Salary
Short-Term Incentive
Long-Term Incentive
Employee Benefits
Perquisites
Severance/Change-in-Control Payments
- The more balanced package of benefits should have been used to reward Mr. Woof because it
would be more fair the the shareholders based on his past failure
Case 2:
1. The first pressure to be named is the middle of the global financial crisis in 2008. In the
middle of that crisis, Toshiba's profitability was drastically reduced which put a heavy
pressure on the shoulders of the company leaders.
The continuous decrease in Toshiba's total sales from 2009 to 2013: During 2009, Toshiba
recorded disappointing results. In fact, from 2009 to 2013, Toshiba’s total sales decreased
from ¥6.5 trillion to ¥5.8 trillion, a fall of approximately 11 per cent.
The new management strategy of Hisao Tanaka in June 2013: This new policy had pushed
his employees to their limit in the way of meeting the budget targets. As a consequence, A
system where immediate goals is a priority at all cost had truly bec
The worsening situation in 2015: The net sales of the company stood at ¥1,349 billion.
Moreover, There was an even worse picture when it came to operating income. The company
incurred an operating loss of ¥11 billion, leading to a net income (loss) attributable to
shareholders amounting to ¥12.3 billion.
1. The pressure from the top management: BOD placed too much emphasis on achieving profitability
over risk and control within the organization. Accounting irregularities bypassed internal controls and
control activities to prevent the fraud and the processes to deter and detect fraud also were not
implemented effectively.
2. Corporate culture within Toshiba: When being pressured by impossible profit targets, employees
are afraid to protect or speak out against their superiors. This led to a breakdown in communication
of risk management and internal controls
3. Unattainable financial targets: The resident and senior executive set aggressive and unattainable
financial targets for its frontline employees. This led to set unreasonable risk tolerances for
employees that cause various fraudulent activities committed.
4. Auditor failures: The external auditors are unable to identify the gaps in the internal control process
and flag out an alarming of inflated profits.
Case 2.1:
1. Pressure to meet the budget target
2. Bonuses based on a financial performance
3. Investor and analyst expectations on company earnings
The oppressive corporate culture of Toshiba: According to a summary of the investigator’s report,
“Toshiba had a corporate culture in which management decisions could not be challenged.”
Therefore, once the managers put pressure on employees to conduct inappropriate accounting such
as postponing loss reports or moving certain costs into later years, the conflicting opinions and timely
intervention could not be raised.
Mơ Trần15:36
- Work culture (policy and cultural), because the company has a policy to consider changing personnel
after a few years => the people who come later do not know the company's long-term direction or
goals because the go-ahead has been fired => may cause missed information.
- Or lay off employees, so it causes missed accounting.
-2008 was in the world financial crisis => the company was also affected
-financial problems: sale, profit, ROE, ROA: promoting fraudulent behavior. The company sets a target
and is forced to reach the target by all means => target pressure
-This is an old company, afraid of losing its position, losing its market position
-Pressured employees to achieve the company's target.
-fear of disappointing shareholders and investors withdrawing capital from the company
-The newcomer only listens to his predecessor's advice, only fulfills his assigned responsibilities
without
Mơ Trần15:38
caring about what the final goal is; the new person will have to bear the consequences of the loss left
by the old one. In addition, employees know that they will be fired after ten years, so they will only set
short- or medium-term goals and are not too progressive.
This is group ans
Hải Yến Huỳnh15:39
1. The financial crisis in 2008-2009 caused the decrease in Toshiba’s profitability
2. Corporate culture: Toshiba had a corporate culture in which management decisions could not be
challenged.” It can be said that the employees are afraid to whistleblowing when there was a fraud or
dilemma within the company
3. The management stategies which are inappropriate to revive the company from the sufering from
the crisis
4. Pressure from the market with the high expectation on the company income
Group Lê Bảo Trâb
quy Le15:41
:v
2 đời tốt.... tới đời thứ 3 hỏng
bất quá tam Cô ơi kaka
Quách Mỹ Nghi15:44
Case 2b group ans
+During fraud, there are more executives than outside directors to double-check the system, poor
governance, no internal control system => internal uncertainty, => increased fraud.
+Toshiba implemented a plan to carry over and overstate profits by adjusting profits and losses
+Toshiba used a cash-based accounting method instead of the accrual method.
Quách Mỹ Nghi15:45
+Pressure from superiors => even if employees find out that the company is cheating or the plan has
errors, they do not dare to speak up because of pressure from their superiors and fear of being fired
by the company.