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(c) (i) For the secrecy option
Important developments at SHC
This is an exciting time for the management and shareholders of Swan Hill Company. The research and development
staff at SHC have made a groundbreaking discovery (called the ‘sink method’) that will enable your company to produce
its major product at lower cost, in higher volumes and at a much higher quality than our competitors will be able to
using, as they do, the existing production technology. The sink process also produces at a lower rate of environmental
emissions which, as I’m sure shareholders will agree, is a very welcome development.
When considering the options following the discovery, your board decided that we should press ahead with the
investment needed to transform. the production facilities without offering the use of the technology to competitors under
a licensing arrangement. This means that once the new sink production comes on stream, SHC shareholders can, your
board believes, look forward to a significant strengthening of our competitive position.
The business case for this option is overwhelming. By pushing ahead with the investment needed to implement the sink
method, the possibility exists to gain a substantial competitive advantage over all of SHC’s competitors. It will place SHC
in a near monopolist position in the short term and in a dominant position long term. This will, in turn, give the company
pricing power in the industry and the likelihood of superior profits for many years to come. We would expect SHC to
experience substantial ‘overnight’ growth and the returns from this will reward shareholders’ loyalty and significantly
increase the value of the company. Existing shareholders can reasonably expect a significant increase in the value of
their holdings over the very short term and also over the longer term.
Ethical implications of the secrecy option
In addition to the overwhelming business case, however, there is a strong ethical case for the secrecy option. SHC
recognises that it is the moral purpose of SHC to make profits in order to reward those who have risked their own money
to support it over many years. Whilst some companies pursue costly programmes intended to serve multiple stakeholder
interests, SHC recognises that it is required to comply with the demands of its legal owners, its shareholders, and not
to dilute those demands with other concerns that will reduce shareholder returns. This is an important part of the agency
relationship: the SHC board will always serve the best economic interests of its shareholders: its legal owners. The SHC
board believes that any action taken that renders shareholder returns suboptimal is a threat to shareholder value and an
abuse of the agency position. Your board will always seek to maximise shareholder wealth; hence our decision to pursue
the secrecy option in this case. The secrecy option offers the possibility of optimal shareholder value and because
shareholders invest in SHC to maximise returns, that is the only ethical action for the board to pursue. Happily, this
option will also protect the employees’ welfare in SHC’s hometown of Swan Hill and demonstrate its commitment to the
locality. This, in turn, will help to manage two of the key value-adding resources in the company, its employees and its
reputation. This will help in local recruitment and staff retention in future years.
(ii) For the licensing option
Important developments at SHC
Your board was recently faced with a very difficult business and ethical decision. After the discovery by SHC scientists
of the groundbreaking sink production method, we had a choice of keeping the new production technology secret or
sharing the breakthrough under a licensing arrangement with our competitors. After a lengthy discussion, your board
decided that we should pursue the licensing option and I would like to explain our reasons for this on both business and
ethical grounds.
In terms of the business case for licensing, I would like shareholders to understand that although the secrecy option may
have offered SHC the possibility of an unassailable competitive advantage, in reality, it would have incurred a number
of risks. Because of the speed with which we would have needed to have acted, it would have necessitated a large
increase in our borrowing, bringing about a substantial change in our financial structure. This would, in turn, increase
liquidity pressures and make us more vulnerable to rising interest rates. A second risk with the secrecy option would
involve the security of the sink technology ‘secret’. If the sink process was leaked or discovered by competitors and
subsequently copied, our lack of a legally binding patent would mean we would have no legal way to stop them
proceeding with their own version of the sink process.
As well as avoiding the risks, however, the licensing option offers a number of specific business advantages. The royalties
from the licences granted to competitors are expected to be very large indeed. These will be used over the coming years
to extend our existing competitive advantage in the future. Finally, the ‘improvement sharing’ clause in the licensing
contract will ensure that the sink process will be improved and perfected with several manufacturers using the
technology at the same time. SHC’s sink production may, in consequence, improve at a faster rate than would have
been the case were we to have pursued the secrecy option.
Ethical implications of the licensing option
In addition to the business case, there is also a powerful ethical case for the decision we have taken. As a good,
responsible corporate citizen, Swan Hill Company acknowledges its many stakeholders and recognises the impacts that
a business decision has on others. Your board recognises that in addition to external stakeholders having influence over
our operations, our decisions can also affect others. In this case, we have carefully considered the likelihood that keeping
the new technology a secret from our competitors would radically reshape the industry. The superior environmental
performance of the sink process over existing methods will also mean that when fully adopted, the environmental
emissions of the entire industry will be reduced. SHC is very proud of this contribution to this reduction in overall
environmental impact.
There seems little doubt that the secrecy option would have had far-reaching and unfortunate effects upon our industry
and our competitors. The licensing option will allow competitors, and their employees and shareholders, to survive. It
is a compassionate act on our part and shows mercy to the other competitors in the industry. It recognises the number
of impacts that a business decision has and would be the fairest (and most just) option given the number of people
affected.

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(b) There are several issues which have to be addressed if an international conceptual framework is to be successfully developed.
These are:
(i) Objectives
Agreement will be required as to whether financial statements are to be produced for shareholders or a wide range of
users and whether decision usefulness is the key criteria or stewardship. Additionally there is the question of whether
the objective is to provide information in making credit and investment decisions.
(ii) Qualitative Characteristics
The qualities to be sought in making decisions about financial reporting need to be determined. The decision usefulness
of financial reports is determined by these characteristics. There are issues concerning the trade-offs between relevance
and reliability. An example of this concerns the use of fair values and historical costs. It has been argued that historical
costs are more reliable although not as relevant as fair values. Additionally there is a conflict between neutrality and the
traditions of prudence or conservatism. These characteristics are constrained by materiality and benefits that justify
costs.
(iii) Definitions of the elements of financial statements
The principles behind the definition of the elements need agreement. There are issues concerning whether ‘control’
should be included in the definition of an asset or become part of the recognition criteria. Also the definition of ‘control’
is an issue particularly with financial instruments. For example, does the holder of a call option ‘control’ the underlying
asset? Some of the IASB’s standards contravene its own conceptual framework. IFRS3 requires the capitalisation of
goodwill as an asset despite the fact that it can be argued that goodwill does not meet the definition of an asset in the
Framework. IAS12 requires the recognition of deferred tax liabilities that do not meet the liability definition. Similarly
equity and liabilities need to be capable of being clearly distinguished. Certain financial instruments could either be
liabilities or equity. For example obligations settled in shares.
(iv) Recognition and De-recognition
The principles of recognition and de-recognition of assets and liabilities need reviewing. Most frameworks have
recognition criteria, but there are issues over the timing of recognition. For example, should an asset be recognised when
a value can be placed on it or when a cost has been incurred? If an asset or liability does not meet recognition criteria
when acquired or incurred, what subsequent event causes the asset or liability to be recognised? Most frameworks do
not discuss de-recognition. (The IASB’s Framework does not discuss the issue.) It can be argued that an item should be
de-recognised when it does not meet the recognition criteria, but financial instruments standards (IAS39) require other
factors to occur before financial assets can be de-recognised. Different attributes should be considered such as legal
ownership, control, risks or rewards.
(v) Measurement
More detailed discussion of the use of measurement concepts, such as historical cost, fair value, current cost, etc are
required and also more guidance on measurement techniques. Measurement concepts should address initial
measurement and subsequent measurement in the form. of revaluations, impairment and depreciation which in turn
gives rise to issues about classification of gains or losses in income or in equity.
(vi) Reporting entity
Issues have arisen over what sorts of entities should issue financial statements, and which entities should be included
in consolidated financial statements. A question arises as to whether the legal entity or the economic unit should be the
reporting unit. Complex business arrangements raise issues over what entities should be consolidated and the basis
upon which entities are consolidated. For example, should the basis of consolidation be ‘control’ and what does ‘control’
mean?
(vii) Presentation and disclosure
Financial reporting should provide information that enables users to assess the amounts, timing and uncertainty of the
entity’s future cash flows, its assets, liabilities and equity. It should provide management explanations and the limitations
of the information in the reports. Discussions as to the boundaries of presentation and disclosure are required.

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(c) Rent-free accommodation
(i) Matters
■ The senior sales executive is a member of Lamont’s key management personnel and is therefore a related party.
■ The occupation of Lamont’s residential apartment by the senior sales executive is therefore a related party
transaction, even though no price is charged (IAS 24 Related Party Disclosures).
■ Related party transactions are material by nature and information about them should be disclosed so that users of
financial statements understand the potential effect of related party relationships on the financial statements.
■ The provision of ‘housing’ is a non-monetary benefit that should be included in the disclosure of key management
personnel compensation (within the category of short-term employee benefits).
■ The financial statements for the year ended 31 March 2007 should disclose the arrangement for providing the
senior sales executive with rent-free accommodation and its fair value (i.e. $3,000 per month).
Tutorial note: Since no price is charged for the transaction, rote-learned disclosures such as ‘the amount of outstanding
balances’ and ‘expense recognised in respect of bad debts’ are irrelevant.
(ii) Audit evidence
■ Physical inspection of the apartment to confirm that it is occupied.
■ Written representation from the senior sales executive that he is occupying the apartment free of charge.
■ Written representation from the management board confirming that there are no related party transactions requiring
disclosure other than those that have been disclosed.
■ Inspection of the lease agreement with (or payments received from) the previous tenant to confirm the $3,000
monthly rental value.