BOOK 3: DISCLOSURE / CH. 11:ANGRY SHAREHOLDERS
THURSDAY AFTERNOON, 26TH OCTOBER
“Thanks for getting me the invitation, Tony, this could be fun.” Teresa said, as they met, a little way from the hotel where the shareholders' meeting was to be held, in a conference room.
“Teresa, you've got a wonderfully vicious sense of fun. And I don't think anyone will think lawyer when they see you.” Picking the right clothes for the situation was part of Teresa's art that Tony was learning to appreciate, but he wasn't entirely sure about her choice today. Gone was her normal working garb of a smart suit and white blouse, with her hair in a bun; instead she wore a pale blue dress, with a flower-print neck-scarf. Her hair was loose. Of course, she was beautiful, and he supposed that it was appropriate enough for a shareholder's meeting, but it wasn't an outfit that spoke of any authority if she had to stand up and talk. Maybe that was the idea.
“I'm not at work, Tony, I'm here as your girlfriend.”
“And you're not going to address the masses?”
“That's not the image I want to present, no.”
“So you're letting your clothes lie so you don't have to?”
“No, to lend credibility to what I say, if I have to.”
“But you're prepared to watch them suffer, and consider it fun?”
“I'm going because the board are not representing their shareholders interests very well, Tony. They should be, and I want to see why not. If they happen to say anything silly, then I'm prepared to delicately rub their noses in it, and if they come up with anything sensible then I can respond sooner than they expect.”
“Ah. I think I see. Shall we go in then?”
“By all means.”
----------------------------------------
The conference room was fairly crowded. Tony's press badge got them seated off to the side of the hall, between the the platform and the main seats. A few other reporters were there also. This was potentially going to be a major story.
Judging by the way the staff kept bringing more seats, the investors thought so too, and someone had underestimated how many of them would come.
There was an tense quietness to the crowd, Teresa thought, much like she'd seen in some trials. This was not going to be a pleasant experience for the board members, she was sure.
At the appointed time, they entered in solemn procession, and took their places on the platform. Teresa noticed that one chair on the platform was empty. Presumably symbolically left for the missing board member.
Behind the board, there were various other people, presumably accountants, managers and the like. She thought she could guess who the lawyer was. She didn't recognize him, but he was wearing the right outfit, at least; a sombre, immaculate suit.
The chairman of the board began his speech, detailing the events that had led to this meeting. Both she and Tony took occasional notes and made comparisons with what they knew, it all seemed to agree with their version of things, although Teresa noticed it did miss any reference to the letter from the institute several years earlier.
“The board met this morning and we are have decided on the following course of action: Firstly, that we continue to seek to get the eviction order overturned, on the grounds that the damage caused was not part of the planned building work, nor company policy, nor an action discussed with anyone else on the board. Punishing the company to this extent for the action of an individual is not proportionate. As a secondary claim of that, we further seek to have the leasehold itself overturned, in that the institute has maliciously waited until the building work was well underway, even almost finished, before contacting us, and thus have obtained our modern building for no investment on their own part.
“Secondly, we seek to recover damages from the lawyer who failed to adequately check the deeds and the previous owners who sold us the property fraudulently. Thirdly, we propose that the missing member of the board be removed from his position for various failings and actions where he has acted in direct opposition to the company's interests, including such actions as failing to inform us in a timely manner that there was a problem with the property.”
A shareholder stood, and asked “Since the board member in question is one of the aforementioned previous owners, what additional checks were made to ensure he was not abusing his position for personal gain?”
The chairman looked surprised at such a question, then called on the accountant to answer. He was the man Teresa had thought was the legal advisor. So, where was the lawyer, she wondered, while the accountant started his answer.
“Company policy prohibits such sales without an external valuation of the property, and external assessment of the motives of the staff-member for the sale. In this case, my predecessor's notes tell me that the motivation check was waived as the staff member only had a minority holding in the property, and the majority holder had a clear motive for sale. I'm afraid I can't find the external valuation.”
“And just when did you take over from your predecessor?”
“My predecessor resigned suddenly for health reasons shortly after the acquisition.”
“I see. So, of two checks, we have a record that company policy was breached in one case and no record for the other. Can you tell me his holding in the property?”
“Yes, technically my predecessor was correct that he held a minority share, but it was actually forty nine percent.”
There were murmurs of dismay around the hall, and lots of eyes focussed on the board members.
“In your view, should those motivation checks have been done?”
“Yes sir.”
“Thankyou.” The investor turned his attention to the chairman of the board once more. “Mr chairman, it is ultimately your responsibility to ensure company policy is followed. Did you see this missing document?”
“Ahh, no, I don't remember doing so.” very uncomfortable “I was assured that that the purchase was in the company's best interests. Mick, you're company secretary, find those minutes will you?”
It was now the turn of the company secretary to be focus of the crowd's attention. He searched through the files, then a look of horror appeared on his face. “The file is empty.”
“Then access the previous version!” demanded the chairman.
“I don't understand it, all of them are blank. There's no error shown, but every version in the system is a blank. All the overview remarks are present, who checked it and so on but the content is gone. We've only got my hand-scrawled notes from during the meeting, they're in a different place.”
“I think those would make very interesting reading. Display them please.” said the self appointed spokesman for the shareholders.
Teresa was quickly reaching the conclusion that the shareholders were going to be OK without her help.
“I can't display those! They're uncorrected, personal, notes. I add things I want to remember later as well as the official business. Displaying them could make it difficult to continue working with the other board members.”
“If you feel it's necessary, we could take a formal decision that these notes be considered as the only reliable witness to the proceedings of that meeting.” He turned to the other shareholders. “I feel that this meeting has an important clue as to how our appointed representatives have been proceeding. Can I have a show of hands who agrees with me? Thank-you. And those who would like to ignore that meeting and continue to other topics? Well, isn't that interesting!”
At the second vote, only two people raised their hands. One of the people had actually not raised a hand, but a banner, which read “Sack the whole board.”
The shareholder's spokesman asked the secretary “Do we need a full formal vote?”
He replied “I want it to be recorded that my notes were never intended for public display and that they include notes to myself and sketches of a personal nature, at a time when I was new to my post and under stress. I therefore submit my notes to the meeting along with my resignation. I see that I should have taken my personal notes at the time more seriously.” Having said this he triggered a rolling display and walked off the platform. The woman who'd been the other vote against seeing the notes went to embrace him and they headed to the exit.
Tearing his eyes from the comment-laden text, the shareholder's spokesman said gently “From what I see recorded here so far sir, you have no motive to resign from my perspective, I ask therefore that, if you do not want to be present, you wait in the café across the hall.”
The display gave quite a clear view of what had happened in that boardroom meeting.
Alongside the formal descriptions of the proposal, the secretary had indeed drawn some sketches. One showed a big thumb labelled 'James' pressing down on the chairman's name, another showed a heart with a dollar sign by it. The text made this clearer still, and was obviously due to be edited: 'James gave verbal summary of evaluator's report about his property. Doesn't see why we pay him, suggests it gets lost. James wants to sell in order to help widow. Evaluator and accountant said price was a reasonable asking price for location, and assumed that negotiation would drop it by thirty percent. James notes widow not his lover, will introduce her to chairman. See what he can negotiate personally (am I understanding implications right??). Chairman agrees. James offers to buy round of drinks. Vote to permit chair to conclude deal: James + Chair for, others abstain 'as usual' (what does that mean?). I against, motion passes. James tells me to be more charitable in future. Stick here or find another job?'
“Mr chairman,” started the shareholder's prosecutor (Teresa had decided he must be one) “I take it you negotiated the thirty percent reduction in the asking price recommended by the accountant and evaluator?”
“Ah, no. I was introduced to the lady and she convinced me that the accountant was wrong. She ah, was very convincing.”
“Can you summarise her arguments please?”
“Urm, she showed me other properties for sale in the area. The site in question was of course in a better location, and since she wouldn't move on that issue, and we'd been thinking of expanding there, well, it didn't seem right to refuse her generous offer.”
“Her generous offer?”
“Urm yes, a very generous lady, to ah..ah sell at below market value.”
“Sell below market value? Your accountant told you that true market value was thirty percent lower, but by showing you properties for sale with high asking prices she convinced you that the site was worth even more than she asked? Or was her generosity in another area entirely?”
The chairman's mind seemed to be wandering, Teresa noticed. “It was a very high class, ah sorry no, the property, the property was in a very high class location.”
The prosecutor spoke briefly to his neighbour who went to the display and inserted a data crystal. “I bring as a reference for my fellow shareholders a graphic of recent property prices per unit area around this site. I'm sure you'll notice that the property under question is about thirty percent higher than the others. it seems that the lady in question was very convincing, I wonder over what period of time, and, if the chairman's married, whether his wife knew.
“My fellow shareholders, it seems that as well as ignoring company policy they have acted against good financial advice, gained from the transaction in a material manner, and then employed similar lack of due diligence in the checking that the land was as described. Before I move on to another point, does anyone else have a question or comment?”
“I'm his wife and, no, I didn't know!” declared a woman in the front row. “A very busy month at the office, he said! So,” she confronted her husband, “is it over? Or are you still seeing her?”
“It's over, dear. I haven't seen her in years.”
“Good.” She turned to the crowd. “My husband gave me half his shares some time ago, he then sold quite a lot of his, so he doesn't own much of the company now at all. Fellow shareholders, he's going to resign if we don't kick him out first. I don't think I should trust him out of my sight.” She sat down with calm dignity.
Tony was writing furiously, Teresa noticed. After a brief pause, the spokesman asked “If there are any more comments or questions on the acquisition of the plot in the first place?” There didn't seem to be any. “Then, I'd like to ask about discovering that we don't own what we paid for. When did the board become aware of the status of the land?”
“Last week. We were contacted by the institute's legal advisor with incontrovertible evidence.”
“I see. Now, I've been asking around and have found that the IHM has, as far back as anyone can remember, sent a physical letter to every tenant they have, once every five years. Someone in the company received one a few months after the purchase, and before the plans for redevelopment were submitted, even. So why did no-one read it?”
“Any legal papers are routinely handed to our legal adviser.” reported the chairman. “He then presents us with a report concerning recommended actions, options, and so forth.”
“And no one else reads them?” his incredulity was clear.
“That's why we pay legal advisers! It's not a director's job to read every piece of mail that arrives!”
“Interesting argument there. I think other senior managers would say it is someone's job to scan such a document before handing it on, and to keep track and make sure you get a report for every one. Otherwise something might be missed.”
“They said it was a hoax!” piped up the director of marketing, “James always reads those letters, he said it sounded like a bad joke, and our legal advisor stated it was a hoax. Urm, come to think of it though, he resigned a month later.”
“Oh, so it was at least known by those two. Known, but ignored! I see, thank you. I think I'lll sit down for a while. Would anyone else like to do some follow-up questioning?”
There followed a number of angry questions, resulting in the sign-holder proposing that James and the chairman be removed from their posts for gross negligence and sued for damages. That demanded a formal vote, and there was discussion about whether it should be held off until the end of the meeting. Inevitably 'the prosecutor' was once more in the centre of things.
Teresa wondered if the other board members were also going to be removed from office too, it looked likely. Some kind of emergency management team would need to be parachuted in. Maybe it was time to pass on a note. She looked in her handbag; she had something she could write on, surely? Ah yes, there. It wasn't often paper got used for writing on, but sometimes it was still the best way. She had a little pad for such occurrences. She wrote: “Am beginning to understand why board made no attempt to negotiate new lease-hold contract. IHM considered a response, in-case board asked. I can present it if required, or should I wait until dust settles?”
She folded the note, and asked the person on on the front row nearest her to pass it along to the unofficial spokesman of the meeting. There was much whispering about who it was for and from as it want from hand to hand, but it reached its destination.
The note got read immediately, and gained a look of surprise. Once the previous speaker had finished voicing their general dissatisfaction with the board, the prosecutor/spokesman stood again. “Fellow shareholders, it seems that our board members have even less grasp of business that we might have given them credit for. I think I'd like to question the directors a little more myself, if you don't mind. You might imagine — I certainly did — that the reason for the board challenging the lease was that negotiations had failed. This piece of paper informs me otherwise. Would someone like to tell me who decided the right course of action was to fight such a difficult court case?”
“It seemed a reasonable course of action,” declared the chairman “I was told the probability of winning was quite small, but the result would be a restoration of the site to the company, and the investment would not be lost.”
“And this, I presume came from your legal advisor?”
“Yes.”
“And did he come up with an estimated cost for this action?”
“Not exactly. He suggested about a week of his time to prepare the case, but obviously he couldn't tell how long the case would take in court.”
“It just so happens that I'm in law myself, and I can give you four possible endings to this. One, the least expensive in legal bills, I might add, is that the judge throws out the case right away. The second is that the judge throws out the case after listening to our legal arguments. The third possibility is that after listening to both sides' legal arguments he finds the arguments of the other side convincing and we lose. That would probably be after a month or so of court time. I'd say we have a one percent chance of possibility four: winning. But that is if, and only if, all other attempts at a settlement have failed, and it can be proven beyond reasonable doubt that they were indeed maliciously waiting for us to finish the building project, and so on. But you haven't tried to negotiate have you? I've got a note here saying that the institute has prepared an offer on the assumption that you would, like any sensible people. I don't see that as any attempt at all to deprive us of the building. So in my view, your proposal is a sure-fire way to run the company into more expense with your legal advisor pocketing millions. I'd like to propose that we hear the institute's offer and then get on with deciding what to do with you.”
Stolen from Royal Road, this story should be reported if encountered on Amazon.
“I set up this company!” declared the chairman. “I'm the founder and the owner! You can't just sack me like some kind of junior staff member!”
“Ah, and now we see the reason for the rot. The chairman has forgotten that over the years he's sold seventy five percent of his shares. He still thinks he owns it, that he can tell it to gamble on high stakes ventures, or use the company's money for his own enjoyment, but he doesn't own it any more. Not the controlling stake; in fact as the representative of several investors, I've more votes than he does. So, can we hear the Institute's offer, please?” this last he directed to Teresa.
“Of course!” She smiled and moved to the lectern “I'd like to say that I'm here with several motives. One is that after this meeting I'm going on a date with the hard-working, handsome reporter who is turning red over there. I'm also here from curiosity; I've often wondered what sort of people are running this company. Now we all know. But as part of my job as legal advisor to the IHM, I was instructed to write up their non-negotiable conditions for a new the lease. We have no interest in punishing innocent shareholders for the actions of a few unscrupulous people, but of course there may be a police investigation, and what I say is conditional on the company not being found guilty of attacking the institute. There are other areas where negotiation is possible, of course. These are the non-negotiable parts:
Firstly, the tunnel must not be put at any more risk: the development limits on the previous lease stand.
Secondly, that a commercially realistic rent be paid for the site, negotiable every five years.
Thirdly that the lease term will not exceed fifty years.
Negotiable points are over damages, legal costs and repairs to the damaged tunnel, and the exact rental figure. Of course, the chairman here has stated that the location makes the site worth thirty percent more than neighbouring properties, so we'll have to take that into appropriate consideration.” She smiled sweetly at that last bit and stepped away from the podium.
“Thank you! On behalf of the shareholders I represent, I'd like to thank you for being here. I'd also like to thank the institute for these terms. I see the institute has no desire to nullify our investment, only to protect its property, which is entirely reasonable. As for rent, we'll obviously need to appoint a negotiator better than our current chairman. To my mind, the case should certainly not proceed. But can I ask, if it had come to court, what would the institute have done?”
“Well, having recently checked the case law on this area I'd say the company would have approximately zero chance of winning, unless I was totally incompetent, which my clients have never found me to be. So, once I'd torn the feeble arguments from the company apart, and won the case and relevant legal fees, then I would have recommended that another tenant, any other tenant, be granted the lease. If we allowed this company to regain possession of the site after it attempted to take it by force, that would surely be seen as a moral admission of fault on the part of the Institute. That is of course something which would be entirely inappropriate. Those letters have been going out for about a hundred and eighty years. Since the rent has been in bedding plants and the head gardener has sufficient each year, he's never complained about non-payment of rent, but that will not be a situation that will continue.”
“Thank you. I think we can breathe a collective sigh of relief that you chose to attend. Mr chairman, I'd like to say that if you had simply asked the institute what its terms were and you'd presented us with them in your opening speech, your evening would have been very different.”
The chairman stood and stated “We felt that seeking to negotiate would accept the legitimacy of the institute's claim to ownership and so weaken our position. We had taken legal advice, and were acting on that information.” Then he accidentally performed a rare selfless act; by adding “Of course, the company secretary — he's never really been part of the team — thought he knew better, and voted for dialogue. He was outvoted by the rest of us.”
“I see. Well, thank you for that addition. Perhaps your incompetence only comes from bad choice of advisors. On such a risky course of action I'd always suggest three independent opinions myself. Now, I think it might be better if the board members were to leave for a while, maybe go to the café too, while we decide what our reaction will be.”
They trooped out, heads low.
“Personally, I am now convinced the current board are not competent to run this company, with the possible exception of the secretary. Do I have the meeting's permission to call for a vote on the dismissal of the entire board, possibly including him? I suggest we also dismiss the legal advisor who came up with this idea which would have earned him lots of money and cost us the investment on the site, and file a complaint against him. Does anyone want to comment?”
Another man stood “It's never good to remove everyone from the management of a company. So I propose that in the light of the chairman's statement that we don't press the company secretary to resign, or perhaps I should say we don't accept his resignation. But yes, lets get rid of the rest of them.”
There were various questions about whether resignation was to be preferred over dismissal. The more serious question was whether individual board members should be dismissed. The more forgiving questioned the morality of dismissing them without them actually being questioned individually about their involvement. On the side which wanted blood, the issue was raised of responsibility for their votes, and it seemed fairly clear that the other directors had not done much direction setting, so much as following the the lead of others. It was agreed that the secretary should stay, and the chairman and James should go, but, as for the rest, the debate seemed set to go on all night.
“Is there any time limit on this?” Tony asked.
“I don't think so. Until everyone is bored, maybe?”
“So which way do you think they'll vote?”
“I don't know. I do know that if they vote to dismiss them rather than asking for resignations then there is every risk of an unfair dismissal hearing. I've got an idea though. Why don't they ask the board members if they want to resign?” Teresa suggested.
“And so saving all the hassle of deciding their fate for them? Sounds wonderful. Ask them if they want to follow the chair's lead in this matter, too?”
“But he hasn't resigned yet.” Teresa objected.
“Well, his wife said he would.” Tony countered. “Perhaps someone should give them some good legal advice.”
“You're suggesting me?”
“We'd get to our date sooner.”
“Sly man. Do you want to stay here, or accompany me to yonder café?”
“I think I've heard the different viewpoints three times so far, you don't want to get yourself sent do you, make it official?”
“It might be a good idea.”
Tony managed to catch the spokesman's eye and obviously put away his notepad, and signed a that they were going to the café. Once the previous speaker finished calling for a stern response, the spokesman asked from the lectern “Do I understand our unexpected bringer of glad news is leaving us?”
Teresa answered “I was curious about the mood over in the café, and it occurred to me that if the board members in question were, in fact, planning to follow their leader in departing the company, then we could perhaps all leave quite a bit sooner than midnight. As someone without a voice in the debate I wondered if I should be messenger, official spy, or just take my reporter with me and let him do some reporting.”
“Well, to make you an official spy would take an formal vote and we can't do that in the middle of a pre-vote debate on another issue. But, if you did happen to find our debate were pointless then we'd be thankful, I think.”
“May I disclose the mood here? I would say that the chairman shouldn't expect to go back tomorrow, the company secretary shouldn't feel he needs to find a new job, and as for the rest, few people want them to stay, but the debate is over due processes and the desire to act decisively.”
“I don't believe that there would be any problem with that. Any objections?”
There weren't any. Teresa and Tony therefore, went to the cafe safe in the knowledge that they weren't going to upset the shareholders if they reported on events. In fact, Tony decided that he'd send in an interim report. Teresa ordered for them both, while he checked through his notes and dragged them into order.
Drinking her tea, she looked at the clientele of the café. Talking quietly at a table for two in the corner, the company secretary and his wife. The other board members were at a big table, not exactly boisterous but talking quite loudly. A number of bottles were on the table: no drinks softer than beer, and several considerably stronger. Their present complaint about the world was if only James had been there then He could have taken all the flack instead of them. There didn't seem to be any of the hotel guests, just the staff. One of the board members recognised her. “Hey look it's the shareholders angel! Why didn't you let us in on the secret, beautiful?” she couldn't remember what he was director of, but now he seemed to be taking directions from the spirit bottle in front of him. Or rather, the previous contents which had already made it to his bloodstream.
“I was waiting to be asked. That's the normal approach. If you've lost something and you want it back, you ask. Didn't you ever kick a ball over the neighbour's hedge?”
“I didn't kick anything anywhere! You swiped the land and the building and now you've made sure we've got no jobs either, haven't you?”
“No, but if you don't sober up quickly you're going to find it hard to ask the shareholders to let you keep it.”
“Ha! Shareholders! Think they own the whole company!” Offered one of the others, also with half a bottle in front of him. Teresa looked at the time on her wrist unit. They'd been here forty minutes. Were they play acting or really that drunk?
“So are you all planning to resign then? I mean, getting drunk half way through a shareholders meeting isn't the best way to keep your job, but if you don't want to stay I'll go and tell them over there they can stop debating and we can all go home.”
The marketing director seemed to be alert “They're debating? They're going to sack the lot of us aren't they?”
“Not a foregone conclusion, no. The chairman, well as his wife said he's out of the company one way or another, and of course the company secretary's offered his resignation. There's some over there that want to see your heads on spikes above the head office doorway, but others are talking about due process and innocence until proven incompetent. Oh, I've another message to deliver.”
She approached the corner table writing quickly on her wrist unit. Given the company, she felt that it would be better delivered in writing. “Please reconsider resignation: shareholders don't want you to go.” She showed it to the company secretary and his wife, who scribbled on her own: “Others?”
Teresa answered aloud, but quietly, “When I left it was, roughly speaking: 30% saying sack the lot, 30% saying get them all to resign, 30% say let them speak too, and when we know they're useless, then we can sack them fairly. Then there are maybe 10% saying give them a probation period with a new chair.”
The director of marketing, a younger man than the others, obviously heard, and addressed the chairman: “Mr chairman, I don't think I am going to fall on my sword for you. Sorry. I've not been part of this all as long as you have, and I'm sure I'm letting you all down and so on. But since I wasn't around when you bought the land, then if it's not a foregone conclusion that they're going to sack us all, then I'm willing to take the chance. And if they fire me, at least I'lll get redundancy pay.”
“But think of your honour!” demanded the (soon to be ex-) chairman.
“I have. That's why I'm not drunk.”
The chair stood up and addressed Teresa. “Young lady, you may tell the share-holders that, since the carefully considered decisions we made do not meet with their approval, we all resign. Except for the craven director of marketing here and Mr 'I can't agree to that' over there, who already has resigned, of course. Here is our our signed letter of resignation.” He handed her a crystal.
“I will inform them.” she said, formally.
Seeing the slight smirk on the chair's face, she checked the letter in her wrist unit.
“Would you like to revoke your signature?” she asked the director for marketing. “If I take it like this then you're resigning whatever is said.”
He let out a stream of expletives towards the chairman “That's why you went all formal and gave it to her now, isn't it? You really wanted everyone to go down with you? I don't expect my wife will be very impressed with you for that.” Turning to Teresa he added “Yes please, I would certainly like to revoke my signature. My father-in-law here likes to get his way, and it stirs up trouble at home if I don't agree with him in board decisions, but I'm not going down with him for this if I don't need to. We have still got a mortgage to pay, unlike some here who can talk about honour. I'd like you to pass on my apologies to the shareholders for not standing against him more.” He revoked his signature on the document. “I'll let them know about your difficult position. I don't know if it'll count in your favour or against, but I'll let them know. I take it noone else is retracting their signature?”
They didn't. “Then, I'll deliver this message. Coming, Tony?”
“Of course. You do like to provoke decisions, don't you?”
“Who, me?” $he grinned. She knew some people preferred to look at things from every angle, three times over, but she wasn't one of them. Tony was beginning to realise that too, she was glad to see. As they left, she said “Speaking of decisions...”
“Yes, love?” he had no idea what she was thinking, but had a premonition that it involved him.
“I think I should introduce you to Arnold. What do you think?”
“Urm. How did he react when you told him about me?”
“Actually, quite well. I was half expecting him to ask why I was telling him, but instead he asked if you were a Christian, then said 'good decision' when I said you were.”
“Where does he stand now?”
“They let him do a lot of running these days, so he tends not to stand around in his cell much.” She was proud that she managed that dead-pan.
“I meant... Teresa you're starting to crack a smile!” Tony accused.
“Was I?” she let her laugh escape. They laughed together.
“Seriously, I don't know.” she started again, “Maybe near his bed...” more laughter. It was good to laugh together.
“I tried to talk about forgiveness to him, soon after he was court-martialled. He said two of his squad members talked to him about it a lot.”
“So they can visit him?”
“Yes.”
“And he's not going to be discharged afterwards?”
“No. He's apparently going to be posted somewhere where he doesn't know anyone though.”
“As long as he can run...”
“Yes. I hope he'll be able to.”
“And as long as he starts to listen to what people tell him about faith.”
“I have a sense that he's started to listen, but that... I don't know, that he's waiting for something.” Teresa said.
“I wonder what it is. Would he tell you if you asked?”
“I'm not sure. We're not very close.”
“Worth a try. Shall we present that document?”
“Yes, and the apology from the marketing director. I wonder what the shareholders will think.”
“Only one way to find out.” Tony said, holding the door open.
----------------------------------------
The shareholders were of mixed opinions, of course. The explanation of not wanting to cause friction with his father-in-law was certainly easy to understand, but nevertheless it had helped to almost bring the company to ruin. The debate continued. In the end, someone suggested asking the company secretary for his insider knowledge. Had the marketing director shown any independence, or had he just followed the lead of the chairman blindly?
Teresa was asked to be messenger once more.
----------------------------------------
“Hi! The shareholders would like to ask you some more questions.” she said to the company secretary, then, seeing a look of concern on his wife's face, she added
“It's nothing to worry about.”
“What's it about?” he asked, as they crossed the foyer of the hotel. “Who, not what.” replied Teresa somewhat crypticaly, then added, just as they entered the conference room, “They'd like an honest evaluation of past performance.”
----------------------------------------
The shareholders spokesman welcomed him back, and asked him to come to the microphone. “We hope you can help us in our decision making. Firstly, what is your impression of the marketing director as a director? That's to say, we'd like to hear from you what his participation was like in board meetings. Secondly, have you seen any signs that he's good at other aspects of his role, and thirdly, do you feel it would be difficult for you to work alongside him after this meeting?”
“Urm, wow. You're basically asking me if he should be sacked or not, aren't you?”
“Well, sort of, but while your answers will affect our decision it is this meeting's decision, not yours.”
“Well, urm. Typically I'd say he made his points fairly coherently, but he never actually voted against his father-in-law. I could work with him, as long as his father-in-law is out of the loop. ”
“And did he contribute to today's board meeting?”
“He said that it would be good to get an opinion from someone who wouldn't be getting a lot of highly paid work as a consequence. The chairman said that there wasn't time to do that before this meeting, and we needed to be decisive.”
“And he backed down?”
“He said something like 'I won't vote against you but I think it's a mistake.' I agreed with him, and voted against. As usual, the chairman made a comment about not getting a Christmas bonus that way.”
“You were often threatened?”
“Not beyond that. Of course I've never had a Christmas bonus either.”
“I see. They shouldn't have done that, even. I think you will be contacted in the near future by the financial authorities, just to get your statement down clearly. Reporters, no details on this. Shareholders! I think we've heard enough. Let's have our formal vote!”
Tony wasn't used to financial reporting, and felt lost. He asked Teresa “I'm missing something, can you help?”
“I'd guess that it counts as bribery or attempted bribery, maybe abuse of office too.”
“What about bullying his son in law?”
“Not so clear cut, but along the same lines. There should probably be a prosecution, if there's any evidence.
“Security camera logs?”
“Probably. That's why I expect the authorities will act quickly, they might not not keep the security camera logs around for long.”
----------------------------------------
The vote was taken, and then some more. All resignations were accepted except the company secretary's, the marketing manager was formally reprimanded for not voting in accordance with his belief of what was best for the company. He would keep his job. James was formally fired, the contract with the legal advisor cancelled, and a formal complaint against him would be made. The relevant authorities would be informed that the shareholders did not consider the ex-board members had performed their duties well. That would trigger an investigation, with the possibility that they would be declared unfit for such a position. In that case, it wouldn't prevent them from finding a job, but it was unlikely any of them would hold directorships again. Teresa was given a vote of thanks.
----------------------------------------
“Teresa, did you have any idea you'd be saving the shareholders' investment?” Tony asked, over their meal later that evening.
“Well, I was hoping I'd be able to make the board squirm. So, I guess so... Yes Tony I knew it. I could have done that different ways, but I chose to help the board dig a deeper hole for themselves. I can't stand incompetence, I guess.”
“That's a pretty good quality in a lawyer, I think.”
“I've always thought so.”
“For what its worth, I think the way you handled it was very well done.”
“Thank-you.”
“And if you don't mind, I'd like to go for a walk this evening.”
“Of course! But not too long, I've got to be alert tomorrow.”
----------------------------------------
FRIDAY MORNING, 27TH OCTOBER
“So, there you have it Kate. Most of them gone, cases almost certainly being build against them as we speak, and the new management would really like to sign a deal which doesn't leave them minus one building.”
“I think we can do that. Sarah, did you do that maths I asked you to?”
“Yes. I think it should work.”
“What's this?”
“I've had a query from one of the fashion businesses, who just happens to be a neighbour to a certain famous building site.”
“Oh yes?”
“Do you think they'd like some extra land, say, to put a summer terrace on, and tanks under?”
“Probably. You mean the fashion chain would like a smaller plot?”
“They don't mind the space, but once they heard talk about commercial rates, they decided that really they could alter the layout of the shop, move some warehouse and office space out of town and reduce their land rent significantly, if we could happen to find a tenant who'd like some space without a street front.”
“What was Sarah calculating?”
“If there was sensible space for rain tanks there.”
“I don't really understand. The tanks are so important?”
“They're why James was drilling. The restaurant will barely harvest enough rain-water to stay open.”
“How did you learn that? He told you?”
“Urm, no. I was told it as the reason that he's not being charged with attacking the institute. He's going to be charged with attempting to steal a precious resource from the crown instead — that borehole. Don't pass it on, though of course it's pretty obvious. He was after water.”
“Wow. Does he know what big trouble he's in?”
“I'm not sure. He's going to find out though, eventually.”
“What is the maximum penalty for water theft?” Sarah asked.
“Well, if he'd done it, and say, it had been found out years later, quite possibly a one way trip to mars.”
“And attempted theft?” Kate asked.
“Probably depends on the seriousness of what was planned. You can't have people just helping themselves, or the whole river system fails. I seem to remember that it's around one year imprisonment for the equivalent of an individual's home use. If he was planning to supply the restaurant, well, I don't know how that compares.”
“It's not that expensive, surely?” Sarah asked “surely they can't have such small margins that they can't pay for a bit more water?”
“It's the planning rules for new commercial development. All water used for flushing must be harvested rainwater, unless there's been no rain for a month. It limits restaurants more than most other places of course, but the rule's been there for years now.” Kate said.
“Oh! I see. I hope his wife is a patient woman.”