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1. Anton retired in 2014 and Wodd’s Board was delighted to welcome such a prestigious person to serve as non-executive Chairman.

Dr Carlov is a highly respected business person in Marland and wider afield.

He chairs both the Audit and Remuneration committees.

Stuart McLellan C Non-executive director

Stuart has been a non-executive director on Wodd’s Board since 2012. He worked in the timber industry in Canada for 15 years before joining Wodd. He worked as a lumberjack and safety officer for most of this time.

Stuart sits on the Health and Safety, Audit and Remuneration committees.

Xai Ling C Non-executive director

Xai was appointed a non-executive director in 2013. He also has experience in the timber trade. He worked in one of China’s largest building companys as a timber buyer. He is a member of the Health and Safety committee and the Nomination committee.

Lianne Edwards C Non-executive director

Lianne has been a non-executive member of Wodd’s Board since 2012. She is also a non-executive director of a major Croatian sawmill. She has had a long and distinguished association with that company, having served as senior purchasing manager for 15 years. Lianne sits on both the Nomination and Remuneration committees.

Regulatory bodies

The Forestry Authority of Marland

The mission of the Forestry Authority of Marland is to provide an ecological framework for the promotion of a healthy and cleaner environment for future generations by expanding forests and improving sustainable forest management.

The Authority offers partnership opportunities for forestry companies to create amenity woodlands for Marland, so that everyone can enjoy the benefits of the outdoors.

The Authority encourages forestry management companies to become accredited by the Forestry Stewardship Council of Marland (FSCM).

The Authority offers grants for planting and fencing forestry plantations and also offers assistance in applying for government forestry grants.

It offers advice on insect infestation in forests and other matters of sound stewardship of forests.

The Forestry Stewardship Council of Marland

The Forest Stewardship Council of Marland (FSCM) exists to support the responsible management of

Marland’s forests. We are a non-profit making and independent organisation.

FSCM publishes standards that promote environmentally sound and socially responsible development of forest lands. Companies who adhere to our standards are eligible to use our logo on their promotional materials and to display it on their products.

Consumers are increasingly concerned with the safe and responsible sourcing of timber-based products. The FSCM logo reassures customers that they are not contributing to the irresponsible destruction of forest lands, with associated harm to the environment and natural habitats.

The FSCM’s has developed ten principles, which form the basis for our standard setting programme.

These principles are listed below:

Principle 1 C Compliance with laws and FSCM Principles

Those responsible for forestry management shall respect all applicable laws of the country in which they operate and shall comply with all FSCM Principles and Criteria.

Principle 2 C Rights and responsibilities

The right to exploit land and any associated forestry resources shall be formally documented so that the legal right to conduct operations can be demonstrated.

Principle 3 C Respect for indigenous peoples

Those responsible for forestry management shall recognise and respect the legal and customary rights of indigenous peoples to own, use and manage their lands and other resources.

Principle 4 C Respect for employees and local communities

The social and economic wellbeing of forestry workers and of local communities shall be preserved.

Principle 5 C Good use of available resources

Those responsible for forestry management shall identify the various resources that can be found in the forest, with a view to maximising environmental and social benefits.

Principle 6 C Environmental impact

Those responsible for forestry management shall maintain biological diversity and shall preserve resources such as water, soil and other ecological resources.

Principle 7 C Management plan

Forestry lands shall be managed in accordance with a specific management plan that states the long-term objectives of management and the means by which they will be achieved. The plan will be tailored to the land and the nature and scale of operations.

Principle 8 C Monitoring and assessment

Those responsible for forestry management shall monitor operations so that the economic and environmental effects of operations are kept under review.

Principle 9 C Sensitive locations

Particular care will be taken in the management of activities in forests that have a high conservation value. Those responsible will pay particular attention to maintaining and enhancing the factors that create that high value.

Principle 10 C Plantations

Principles 1 to 9 apply equally to plantations. In addition, those responsible for the creation and management of plantations shall aim to complement the value of natural forests.

Press clippings

Reference Material:

You have received the following email from Marcus Svenson, Finance Director:

From: Marcus Svenson, Finance Director

To: Senior Finance Manager

FW: Pricing

Hi,

I am forwarding an email from Sarah Johns.

Sarah has not been with us for very long and this is her first experience of dealing with a currency price movement.

I am really busy, so I need you to respond to her requests. Please email her as soon as possible.

Marcus

From: Sarah Johns, Marketing Director

To: Marcus Svenson, Finance Director

Subject: USD movement

Hi Marcus,

A lot of our biggest customers are threatening to cancel orders unless we reduce our selling prices. Timber and associated products are commodity items that are priced in USD, so I thought that our prices would automatically remain competitive regardless of what happened to the USD. I am particularly confused over domestic sales, because many of the customers who have threatened to cancel are based in this country and we invoice them in M$.

Please help me to understand why the M$/USD exchange rate can affect our competitive position in this way.

I also wish to know why you have chosen to do nothing to hedge against this risk. If you look at the attached article you will see that the USD is an issue in the business news.

Sarah

2. Reference Material:

Wodd’s Chief Executive, Peter Sorchi has stopped you in the corridor:

"This weak USD is really causing us some serious problems. I think that it is only a matter of time before the stock market starts to get nervous and I am worried that our share price will fall in the near future. Thank goodness it does not appear to have fallen by much so far.

I would like to brief the Board on two main issues tomorrow. Firstly, what can we do as a Board in order to minimise the negative impact of the weak USD on our share price? Secondly, we know the identities of the key investment analysts who deal with our industry. Would it be a good idea for us to brief them? Please also consider the ethical issues arising from both of these topics as well as the more technical matters.

Please let me have a copy of your briefing notes in advance. I need to be able to sound convincing at the meeting. I’ll also have my secretary refer you to a really helpful blog."

3. You are sitting in your office when you hear Marcus Svenson, the Finance Director, speaking on the telephone. You can hear only Marcus’ side of the conversation:

"Hello, I would like to speak to Sally Walker please. It is Marcus Svenson here. (pause)

Hi Sally, you contacted me six months ago to discuss a job opportunity that you thought I’d be suitable for. I said that I didn’t wish to pursue it at that time because I was committed to Wodd. Things have changed since then and I would like to be considered for a finance directorship in another company. (pause)

Yes, I’m still with Wodd. (pause)

Yes, I realise that there was an unfortunate story in the business press about the problems that the weak USD is causing us, but there was very little that I could do to prevent that. (pause)

I am sorry to hear that. I had hoped to move on." (sound of telephone hanging up and door opening)

Marcus discovers that you are sitting at your desk and realises that you would have heard his side of the call.

"Please don’t tell anybody what you heard. Would you regard it as unethical to respect my privacy?

I suspect that the CEO knows that I am thinking of leaving. He commented on the need for Board members to be loyal to Wodd at the last Board meeting. But don’t you agree that the shareholders can better protect themselves against currency fluctuations than the directors?

The crazy thing is that I suspect that the Chairman will dismiss me next month. If that happens, I get a year’s salary as a severance package. That will really annoy the shareholders.

How can I justify accepting the severance package if I am effectively being dismissed for failing to manage Wodd’s finances properly?

I need to explain at the next Board meeting why it would have been difficult to evaluate the risk of the USD weakening. According to an article I read, it has been picked up as a serious problem for us.

How would you advise me to explain that?"

Reference Material:

4. You have received the following email from Marcus Svenson, Finance Director:

From: Marcus Svenson, Finance Director

To: Senior Finance Manager

Subject: Investment opportunity

Hi,

The Board is considering an investment opportunity to buy a forest in Bravador, a country in South America. This will be a major expansion and will also enable us to diversify into new lines. For example, the forest contains lots of hardwood varieties that we could sell to companies in the double glazing industry or to furniture manufacturers. I downloaded the attached extract from an online encyclopaedia for your information.

The forest that we are planning to buy has not been used for commercial purposes until now. The land belonged to the Government for many years and it has been left to grow naturally. The Government is now keen to sell the land and has agreed that it may be used for commercial forestry purposes.

This investment will enable us to increase our output of softwoods by up to 20% per year, in addition to enabling us to enter the hardwood market.

I need two things from you. I need you to recommend a suitable approach to managing our relationship with the Bravadorian Government. I also need you to identify and explain the political risks that will remain even if we succeed in creating a sound relationship with the Government.

Marcus

Reference Material:

5. Peter Sorchi, Wodd’s Chief Executive has stopped you in the corridor:

"We signed a memorandum of understanding with the Bravadorian Government last night. Effectively, we are now the new owners of a forest in a new continent for us. It has already made it onto the business pages in the press.

Once the formalities are completed, we will be entering into new commercial territory. Our surveyors have looked at the first area that we intend to develop and there is a lot more hardwood than we first expected. That is good news in a way because it can be sold at a premium, but we don’t have any experience of selling hardwood and we are hardly going to pulp it for MDF or paper. I need you to identify the changes that we will have to make and to recommend how best to manage them.

The funding arrangements are still being worked out. Bravador’s banks are not in a position to fund a transaction of this size and none of the other banks that we have approached are prepared to lend to us. We will need to raise additional equity. I realise that we would normally make a rights issue, but I think that it would be simpler and cheaper to suspend the dividend for a year, which would cover most of the purchase price in itself. Please advise me on the advantages and disadvantages of doing that.

It would be ideal if you could let me have a briefing paper on both of these matters urgently."

Reference Material:

6. You have received the following email from Marcus Svenson, Finance Director:

From: Marcus Svenson, Finance Director

To: Senior Finance Manager

Subject: News reports

Hi,

I have sent you a link to a news site on the internet. Things are getting complicated in Bravador.

Every Board member has been asked to attend a brainstorming session this afternoon, before the CEO flies out to Bravador this evening.

We will be considering the following four matters:

Is it acceptable for us to develop this forest, given the commitment that we have made with respect to indigenous peoples’ rights? They have been quoted at the end of the news article.

Is it fair for the environmental protestors to complain that our operations are unsustainable?

Would it be unethical to offer to build a village, with a proper school and medical clinic, for the tribe and to offer them work in our forestry operations?

Is it really a good idea for the CEO to fly to Bravador just to appear on the television news in his boots and overalls?

Please email me your thoughts on each of these matters before I leave for the meeting this afternoon.

Marcus

7. Newsweb

Protesters block bulldozers

Attempts by Wodd to harvest some of the hardwood trees from their newly acquired Bravadorian forest suffered a further setback yesterday.

Wodd’s bulldozers have been unable to make any headway in clearing the site for the company’s first logging base because environmental groups from several countries have descended on the Bravadorian jungle to protest the proposed destruction of the forest and the associated harvesting of many rare hardwood trees. Protestors have chained themselves to trees and to heavy equipment, making it impossible to commence the clearance operations.

Wodd’s problems have been compounded by the recent discovery that a tribe of forest dwellers has lived in the forest for many generations, making little or no contact with the outside world in the process. The tribe is effectively nomadic, moving from one part of the forest to another, surviving by hunting game and gathering edible vegetation and relocating when food starts to become scarce. The environmental protestors claim that Wodd’s activities will make it impossible for this tribe to continue with its traditional way of life.

Wodd claims to adhere to The Forestry Stewardship Council of Marland’s ten principles, which include the assurance that "The legal and customary rights of indigenous peoples to own, use and manage their lands, territories, and resources shall be recognized and respected."

Reference Material:

8. Wodd’s Chairman enters your office:

"I am glad I caught you, I am looking for some advice, but I do not wish to involve your boss at this stage, or any of the other executive directors.

I have been approached by Darrell’s Chairman concerning the possibility of a merger between our two companies. I was a little surprised because it has apparently, according to a press article, been in talks with at least one of our competitors and I suspect that it is keen to merge with any large company that can offer some synergy. I understand that Tabel, another major forestry company, has already rejected its proposal.

I happen to know that Darrell has invested a little too heavily in its new MDF factory. It is state of the art, but it has to operate at close to full capacity in order to be economic and Darrell just hasn’t got sufficient forestry resources to keep the factory operating at full volume without destroying its own forests.

We are attractive to merge with because we own large forests that can sustain Darrell’s needs. We don’t manufacture MDF ourselves, but we have lots of experience of supplying this market with raw material. We would divert lots of this output to Darrell’s factory. Darrell believes that it would be possible to dominate the MDF industry if it merged with a company such as ourselves. The fact that we were quite liquid at the end of last year also helps, because I understand that Darrell is having a few cash flow problems.

Its Chairman proposes a full merger. This will be achieved by the creation of a new parent company which will acquire existing equity in both companies through an exchange of shares. He and I will head a special nomination committee to select the most suitable Board for the new company and then I will step down from the Board while he continues as Chairman of the new company.

Needless to say, this is all highly confidential.

Do you think that it sounds as if there are potential and achievable synergies between Wodd and Darrell?

Would you regard it as a gross ethical breach to keep this conversation just between the two of us for the time being, without warning your boss, until I have had the chance to negotiate further with my counterpart at Darrell?"

Reference Material:

9. Four weeks have passed since your encounter with the Chairman. The directors of both companies were informed of the proposal to merge two weeks ago and the public was informed two days ago.

You have received the following email from Marcus Svenson, Finance Director:

From: Marcus Svenson, Finance Director

To: Senior Finance Manager

Subject: Merger negotiations

Hi,

Please see the attached table and also a comment that I downloaded from a Wodd shareholder’s blog, showing the market capitalisations for Wodd and Darrell both before and after the merger announcement.

If I am reading this correctly, it would appear that we are suffering at the hands of Darrell because the market believes that it is getting more of the benefit from the merger. This is before the terms of the merger have even been announced.

I need you to do two things:

Please draft a formal response to Market Blogger’s post. We will insert this into his blog as a formal response from Wodd’s Board and we will also email it to all shareholders.

Please draft an outline strategy for negotiating with Darrell’s Board. Clearly, I want Wodd’s shareholders to get the best possible deal out of this merger.

Marcus

Reference Material:

10. The formal merger with Darrell has been negotiated and the legal formalities have been completed.

The two company management teams are working on the integration of the two businesses.

You receive an email from Peter Sorchi, the Chief Executive of the merged company:

From: Peter Sorchi, Chief Executive Officer

To: Senior Finance Manager

Subject: Integration of IT and treasury

Hi,

I need you to advise me on a couple of matters. The attached press clipping shows how sensitive this is.

We need to integrate the IT and treasury functions of the former Wodd and Darrell. I thought that it would be a simple matter of identifying the common ground and slimming down both companies’ departments to cover the new entity, but I have the heads of both IT and treasury from each company arguing that their approaches are better for the merged group and that they should take the lead.

Wodd’s Treasurer claims to be an expert in natural hedging of currency risks and Darrell’s argues that her department was highly successful because it makes excellent use of derivatives for hedging. Both agree only on the fact that they cannot work together. I am afraid that I have to agree with them on that and the Board will have the difficult decision of choosing between them.

I have the opposite problem with the IT function. The two Heads of IT are excited to be able to combine their databases and to develop their respective interests in Big Dat

a. They claim that we should retain all of the professional staff in both departments and possibly even expand the merged IT Department beyond that. Given the rationalisation in all of our other functions, I do not think that we can agree to that, but I would hate to throw away a worthwhile opportunity.

Please give me your thoughts on the following:

What approach to hedging is more likely to meet our needs: natural hedging or heavy use of derivatives?

Ignoring hedging, what other factors should we consider in deciding between the two treasurers?

Are the two heads of IT likely to be correct in arguing that we need to retain all existing IT staff in order to exploit synergies in data, particularly opportunities to leverage Big Data?

What would the challenges be in motivating them to reduce their joint staffing levels and how might we deal with these?

Peter

11. Newsweb

Wodd and Darrell announce plans for restructuring

True to form, the ink was barely dry on the last contract before the corporate restructuring experts arrived to "counsel out" the staff who have become "surplus to requirements". Wodd and Darrell have still to agree on a new name for their merged entity, but they have already announced the need for "efficiency savings". The first redundancy notices have already been issued and many more are expected to follow over the next few weeks.

12. You have received the following email from Marcus Svenson, Finance Director:

From: Marcus Svenson, Finance Director

To: Senior Finance Manager

Subject: Biomass proposal

Hi,

The Board has just heard a presentation by an engineering consultancy concerning a proposal to develop a biomass power station adjacent to our North Forest.

The Board has asked us to put together some thoughts about the merits of this proposal. We would proceed on the basis that we would build the power station and sell the resulting electricity to the national power generator which has a number of coal-fired power stations, each of which is nearing the end of its useful life and the coal has to be shipped in, so we should find it relatively easy to guarantee sales. The power generator has indicated that it would be possible to negotiate a three year contract in the first instance, with the expectation that this would be extended by subsequent three year contracts, subject to price and performance.

We would be responsible for building and operating the power plant and we would also have to pay for 50% of the cost of power lines for connecting to the national electricity grid, with the other 50% being funded by the national power generator.

Please draft a briefing paper that I can present to the Board on the following:

How can we predict whether the share price is likely to increase or decrease if we commit ourselves to this project? You should identify the challenges associated with answering that question and indicate how we might address them.

What are the long-term risks associated with future revenues from the sale of electricity? How might we manage these?

Marcus

Reference Material:

13. Six months have passed. Wodd has announced its intention to create a biomass power station in its North Forest, to be fuelled by trees from the North Forest itself and also waste biomass products from other timber land owned by Wodd in that area.

The news has received mixed reactions. Younger residents of the small towns close to North Forest were delighted because their local economy will be boosted. Older residents and those living further afield within the region complain that the power station will pollute the environment and the destruction of the North Forest will blight an area of outstanding beauty. A residents’ group has been established online, with support from Marland’s largest environmental lobbying group, to block the proposal.

You have received the following email from Marcus Svenson, Finance Director:

From: Marcus Svenson, Finance Director

To: Senior Finance Manager

Subject: Stakeholder issues

Hi,

I have sent you a link to the website created by the protestors against the biomass power station. This is causing serious problems because we still need to gain formal Government approval, although the Government supports biomass as an energy source as it is far cleaner and more sustainable than fossil fuel and far less controversial than nuclear. Needless to say, the press has picked up on this and is starting to run the story.

We had reached agreements in principle with Marland Bank for funding for this project and with a civil engineering contractor for the construction work, but both are now nervous about signing contracts because neither wishes to be associated with an environmental scandal.

I need two things from you.

Please draft the body of a press release that we can issue in response to the claims on the protestors’ website. Add a few comments to explain what your arguments are trying to achieve (I don’t want us simply to state that we disagree with the protestors, I want us to offer meaningful arguments in

response). Just write your draft as part of your reply to this email and I will circulate it to the other Board members for approval before we submit it.

Please suggest some safeguards that we can put in place to enable us to retain the support of the bank and the civil engineer throughout this project.

Marcus

14. Save North Forest!

North Forest is located in an area of outstanding natural beauty that also includes a number of small towns and villages. Many local residents moved into the area after retiring and were attracted by the opportunity to breathe fresh air and be surrounded by beautiful views. In doing so, we have brought wealth into a local economy that was struggling because there was little employment to encourage younger people born in the area to stay.

Wodd plans to destroy North Forest in order to fuel a power station that will, in itself, spoil the view as well as polluting the atmosphere.

Globally, vast areas of forests are cleared every year for commercial exploitation. This creates untold risks for the planet because trees are responsible for giving us breathable air.

Local residents are working together with Green Marland, Marland’s largest environmental campaigner, to draw attention to the damage that Wodd is threatening to inflict on this area.

We ask you to write to the Government planning department to ask it to refuse to issue a permit for this development. We also ask you to sign our online petition and to consider joining us in peaceful and non-violent direct action against the bulldozers in the event that our efforts to block the granting of a Government permit should fail.

15. Two months have passed since the threatened disruption of the building work on the biomass power station. The threat has been resolved and work is again under way on the development.

You have received the following email from Peter Sorchi, CEO:

From: Peter Sorchi, Chief Executive Officer

To: Senior Finance Manager

Subject: Wildlife survey

Hi,

I tried to obtain some trustworthy advice from your boss this afternoon, but have come away feeling quite unsure that we are on the same wavelength.

As you know, the law in Marland is very clear concerning the protection of rare species of wildlife. Before building work commences on our new power station the Government will send a survey team to check for the presence of protected species. The attached article shows how sensitive an issue this can be.

As part of our corporate social responsibility, every one of Wodd’s forestry teams has a small team of wildlife officers, whose job is to survey the forest and to identify all natural habitats. Trees can grow undisturbed for many years in a commercial forest before they are harvested and so natural habitats can become well established. Our wildlife surveys enable us to limit the harm done when trees are felled.

One of Wodd’s wildlife officers in the North Forest has submitted a report on the sighting of a rare species of bat in the area that will be cleared for the power station. The report states that these creatures tend to be difficult to observe because they only come out very late at night and tend to roost in dense forest. This could, potentially, delay the start of work for six months while the bats are captured and relocated. Relocating the bats will also be expensive.

The Finance Director’s advice was to ask the wildlife officer to change the report, stating that the original version was submitted in error and that the sighting occurred in a completely different part of the forest, well away from the planned construction site. There is only a small possibility that the Government inspectors will find the bats during their own inspection. In the event that they do then Wodd can claim that it was unaware of the bats’ presence.

This whole exchange raises a number of issues for me.

Should we spend shareholder money on protecting wildlife in our forests?

What are the implications for our internal control system of the Finance Director asking for this report to be changed?

What are the difficulties in motivating our wildlife officers and how might we overcome these?

The Chairman is always complaining about how the executive directors are too aggressive when it comes to making a profit.

How might I address that concern?

I would appreciate your response on each of the above issues.

Peter