Corporate Governance Cases

Frisco

Lecture topic: Agency Problems and Corporate Governance Mechanisms

Content: Frisco, a Sydney-based global food-ingredients company, has spent the last decade pivoting from its legacy sugar business toward higher-growth, R&D-driven ingredients, notably through the 2010 acquisition of U.S. biotech firm Genfoods. While revenue has climbed from ≈ US $17 billion in 2007 to > US $20 billion in 2012 and R&D spend has nearly doubled, overall returns have remained flat, and the share price—after decades of stagnation—shows only a tentative uptick. Sugar revenues and investment are shrinking, ingredients are expanding, and large buy-backs have given way to reinvestment, leaving Providential’s portfolio manager Ajay Kumar questioning whether value is truly being created. ​Corporate-governance features are mixed: ownership is dispersed with a 7.5 % voting cap, a small, largely independent six-member board is slowly diversifying and shifting its focus toward strategy, and broad-based employee warrants coexist with executive stock-option plans now subject to shareholder approval. Stakeholder relations are deliberately “responsible,” yet looming health-and-carbon pressures threaten the sugar core. Ajay must decide which governance levers—board influence, incentive restructuring, or activism—can unlock performance and align Frisco’s strategic transition with shareholder value.

Dancompany

Lecture Topic: Sustainable Governance and Finance

Content: Dancompany is a 200-employee Danish widget maker wholly owned and run by 62-year-old founder Danny, who prizes stakeholder welfare and local community impact over pure profit. On paper the firm looks modest: 202 m DKK in sales, 6 m DKK in earnings, and a 50/50 debt-equity balance sheet, implying a 6 % ROE and 5 % ROA—both below the consultant’s estimates of a 10 % cost of equity and 8 % WACC. That diagnosis triggers soul-searching: is Danny “destroying value” and should he sell? ​The case invites students to weigh shareholder versus societal value. Employees earn 25 % above market (worth ≈ 20 m DKK of surplus), customers enjoy widgets priced 25 % below their next-best alternative (≈ 50 m DKK of surplus), and the firm pays modest corporate and payroll taxes while emitting 70 000 t of CO₂ (a negative externality valued anywhere from 1 m DKK to 41 m DKK depending on the carbon price). Against this backdrop Danny must choose a succession route—industrial buyer, private equity, employee buy-out, foundation ownership, or family inheritance—while deciding whether “grow-the-pie” stakeholder capitalism or a more finance-driven model will best safeguard Dancompany’s long-term contribution to shareholders, workers, customers, and society

Copenhagen Airports

Lecture Topic: Sustainable Corporate Governance

Content: Copenhagen Airports (CPH) is a listed Danish infrastructure company that operates Copenhagen and Roskilde airports, combining aeronautical services with retail, parking and property businesses. Traffic collapsed by >75 % in 2020 but strong leisure-led recovery has returned the group to profit, though debt stands at ≈ DKK 10 bn after pandemic-era credit lines. Meanwhile, a state buy-out of former majority owners ATP and OTPP has lifted government ownership to 98 %, with a commitment to sell down to 50.1 % over time. ​The board’s 2025 strategy review must reconcile growth, heavy capex (Terminal 3 extension, digital joint venture “Smarter Airports”), and mounting climate pressure. CPH co-founded “Green Fuels for Denmark” to scale Power-to-X hydrogen–jet-fuel, but faces uncertainty over carbon pricing, ESG backlash and three scenarios ranging from low-growth, regulation-heavy aviation to a successful green transition. Governance questions include refreshing the board after the ownership change, boosting climate expertise, and possibly creating a sustainability committee, while aligning executive incentives with long-term value and decarbonisation goals

Unifoods

Lecture Topic: International Corporate Governance

Content: Unifoods, a century-old Dutch food conglomerate with 35 €1 bn-plus brands, is facing an activist onslaught from hedge-fund Triplex, whose founder Joseph Silvermann has amassed a 1.9 % stake and demands a “20-20-26” overhaul: lift operating margin from 16 % to 20 % by 2025, shed under-performing brands, sell the 19 % life-science stake in Lichter, slash headquarters costs and award Triplex two board seats. While the letter briefly bumped the share price, it branded the board—chaired by Dame Louisa Gelmann—“placid” and “old hags,” putting public pressure on Unifoods, whose shareholder returns lag peers despite pandemic-boosted at-home consumption. ​Management has been repositioning around a “Sustainability United” purpose, pouring capital into R&D, health and eco-foods, and long-term alliances (e.g., with Lichter and potential Asian partners). The widely-held company, run by its first outside CEO in 75 years, has already announced €25 bn share buy-backs and selective divestments but resists hard margin targets. The board is split between defending stakeholder-centric strategy, courting a friendly “white-knight” investor to dilute Triplex, or partially accommodating the activist with refreshed industry expertise and incentive tweaks. Dame Louisa must now craft a response that balances profitability, long-term innovation, and governance credibility while fending off a possible hedge-fund “wolf-pack.”

Rambøll Fonden

Lecture Topic: Corporate Ownership

Content: The Ramboll Foundation is a Danish enterprise foundation that has owned 97 % of the global engineering consultancy Ramboll since 1972, giving the company “self-owned” status and anchoring it in the founders’ Nordic, employee-first philosophy. Its corporate mission is to be Ramboll’s best long-term owner—translating Our Legacy values of integrity, collaboration and technical excellence into active board oversight, an Owners’ Guidance document, and close dialogue between the 12-member trustee board (all current or former managers) and Ramboll’s operating board. Employees are further tied to the firm through share-purchase plans, an advisory forum and foundation aid in crises, reinforcing a culture that prizes long-horizon decision-making over short-term shareholder pressure. ​Parallel to ownership, the foundation pursues a societal mission of “shaping a sustainable future together.” It channels roughly DKK 30-35 million a year into mission-driven philanthropy—regenerative rebuilding, built-environment quality and resource management—while supporting employee-led volunteering and humanitarian relief. Governance principles stress high ethical standards and a clear split between ownership stewardship and operational management, illustrating why Danish enterprise foundations are often cited as models for purpose-driven, stakeholder-oriented capitalism.

EOS A

Lecture Topic: Board Theory and Board Structure

Content: EOS is a fast-growing, Singapore-based biotech group (≈ US $780 m revenue, 24 % EBIT margin, 3 000 employees) that supplies enzymes and other biological solutions across Asia, Europe and the United States. Still majority-owned by the founding Ming family, it boasts strong R&D commitment (≈ 14 % of sales) and a cohesive, skills-rich board, yet chair Teng Guan sees looming talent and governance inflection points: CEO William Goh is nearing retirement, global sales ambitions require deeper U.S./EU expertise, gender diversity is thin, and a new generation of staff demands purpose, inclusion and flexible work. ​At a nomination-committee review, members debate how quickly to internationalise the board and top team, whether to recalibrate DEI policies that could bar U.S. federal contracts, and how bold to be with leadership-pipeline schemes (academy, global talent rotations, whistle-blower culture checks). The challenge TG will take to the full board is how to refresh governance and human-capital strategy—succession planning, broadened board competence, and creative employee-development programs—without losing the high-trust culture and performance edge that currently set EOS apart.

Svea

Lecture Topic: Board Behaviour and Stewardship

Content: Svea, a now-listed Swedish engineering consultant (family stake 21 %) that has thrived on large Saudi energy contracts since the 2000s, faces a bombshell: the Swedish National Anti-Corruption Unit (SNACU) has opened a probe into possible bribery tied to its past use of prominent Saudi agent Youssef Al-Asiri—recently implicated in Siemens’ multi-jurisdiction corruption case. Although Svea stopped using Al-Asiri after 2008 and maintains a zero-tolerance anti-bribery policy, the investigation threatens reputational damage just as new U.K.-born chair Peter Montagon arrives to steer further international expansion. ​Montagon and CEO Jonas Hansson must decide how to respond: cooperate publicly with prosecutors, audit historic Middle-East engagements, reassure institutional investors who joined at IPO, and verify that Svea’s stringent ethics code and third-party-agent controls were followed. The board—an experienced but recently diversified mix of family, Swedish and foreign directors—must balance legal containment with strategic continuity, ensuring governance and compliance standards remain credible amid shifting global enforcement, including a U.S. pause on FCPA prosecutions that could reshape industry norms.

Keito Lines

Lecture Topic: Boards and Strategy

Content: Keito Lines is a 130-year-old Japanese shipping conglomerate (511 vessels, US $32 bn revenue) now debating a strategic “reset.” Chair Takashi Saito wonders whether to shed its vertically-integrated logistics, terminal and Hong Kong port assets, double down on core ocean shipping via acquisitions, and free cash for a costly—but eventually unavoidable—transition to green fuels (LNG first, then ammonia / hydrogen). Geopolitical risk (China-US tension, looming Taiwan conflict), a post-boom freight-rate slide, truculent ESG pressure and nascent AI decision tools all colour the debate: divesting fixed assets could reduce exposure yet cede Chinese market access, while waiting on proven fuel technology risks late-mover penalties.  Governance adds complexity. The founding family still wields influence; the 14-member, Japan-centric board must decide if incoming leadership should include more international or energy expertise and how heavily to weight the company’s own AI “oracle,” which advises selling Hong Kong, retaining diversified services, and proactively investing in alternative fuels. Saito must choreograph owner alignment, board renewal and management succession before the 2025 strategy seminar to keep Keito agile in a volatile, decarbonising maritime landscape.

EOS B

Lecture Topic: Boards and Succession 

Content: EOS Biotech’s orderly CEO‐succession plan has become tangled. The board’s brief was to replace 62-year-old William Goh with a dynamic, internationally minded leader to drive the next growth phase. A head-hunter shortlisted five strong profiles: three insiders—methodical Vice CEO Han Sing (favoured by Chair Teng Guan), finance-savvy CFO Ming Sim (backed by parts of the founding family) and entrepreneurial Bio-division head Andrew Ling—and two external biotech veterans, American John Kanter and Austrian Stephanie Gieβe. Personality-test results show all are conscientious high-performers, while Ling and the two externals score highest on openness and extroversion. During an executive-session debate the board split: some directors want the “safe” internal choice of Han Sing; others argue that younger, more charismatic Sim or Ling—or even an outside hire—would better energise global expansion; one director floated extending Goh’s term to buy time. Meanwhile internal jockeying and press speculation risk destabilising operations, and family factions quietly signal reservations about Sim. Chair Teng Guan must now forge consensus on a candidate—or pause the process—while preserving executive cohesion and the credibility of EOS’s transition.

Skovgaard

Lecture Topic: Boards and Succession 

Content: Skovgaard Design is a € 75 million Danish furniture maker now run by second-generation CEO Mette Skovgaard. While the brand prospers on its heritage of minimalist, sustainably sourced hardwood pieces and has attracted a young, international workforce (≈45 % under 35) plus fresh digital talent, the top echelon remains homogeneous—all-male, all-Danish, largely over 50 and locally rooted. Internal surveys show frustration that innovative ideas and career progression stall at this “old-guard” ceiling. ​With Mette’s children uninterested, her brother planning early retirement and two independent board veterans urging succession planning, the firm must decide whether the next CEO should be family or external, and how to open leadership pipelines to rising stars like digital-savvy Sara Lund and e-commerce head Nabeel Khan. The board now faces balancing respect for loyal long-timers with the strategic need for gender, cultural and global diversity to keep Skovgaard relevant in international design markets.

Tellquote

Lecture Topic: Boards Supervision 

Content: Tellquote, a Swiss-based online FX trading platform majority-owned by Finlandia Bank, has been rocked by a CHF 100 million loss after the Swiss National Bank scrapped the franc’s euro peg on 15 January 2015. Although the business model stipulated fully hedged client positions, many retail customers—encouraged to borrow low-rate CHF and trade elsewhere—were wiped out when the franc surged 20 %, leaving negative balances that spilled onto Tellquote’s books. The hit turned 2015’s result from a $68 m profit to a $96 m loss and cut equity from $752 m to $585 m, rattling regulators and shareholders. At an emergency board meeting chair Linda Warburg confronts management over risk controls, amid whistle-blower allegations of front-running and concerns about inadequate capital, margin policy and compliance systems. Finlandia directors press for stronger risk governance, possible capital raising and leadership accountability, while CEO-founder Jonas Schenk warns against over-reaction. The board must now decide how to restore market trust—tightening hedging, revamping risk and potentially reshaping the leadership—without crippling the growth engine that had fuelled Tellquote’s rise.