As the financial manager of an unlisted manufacturing company based in Amsterdam, you have been tasked with preparing your firm for potential listing on Euronext. The company is closely held with only five shareholders, each holding 20 per cent of the company’s shares. The shareholders are all directors of the firm and they make up the board of directors. Because of the company’s ownership structure, there has been no real consideration of corporate governance issues before.
The share listing will result in the total directors’ cash ownership falling to 20 per cent of the total firm. This means that 80 per cent will be owned by external shareholders (mainly banks and financial institutions). However, the five directors have informed you that they do not wish to relinquish control of the firm. They have asked you to answer the following with respect to corporate governance issues:
1. How can the board maintain control of the firm while only having 20 per cent of the shares? (20 marks)
2. Should the company’s board structure change? If so, what should be done and why? (20 marks)
3. What processes should be put in place to ensure that all shareholders have some say in the company’s strategy? How should the company deal with foreign shareholders? (20 marks)
4. How should the company decide upon director remuneration? Are there any structures that should be put in place to ensure that the directors are fairly compensated for the work that they have done? (20 marks)
5. There is a proposal that the company should instead possibly list in London or Shanghai and move headquarters to the listing location. Are there any institutional differences that the directors should be aware of before making their decision? Explain. (20 marks)