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eviously worked with Emery at a major IT company, joined him in 1996. She held 15% of the equity capital. The other three members of the board are Richard Priestly, Finance Director and Company Secretary, with 5% of the voting equity; Mary-Jo Hyslop, a non-executive director experienced in market development, with no investment in the business; and Sir William Potter, another non-executive director nominated by Wilsons plc., a financial institution which has provided venture capital to Transweb.com, holding 35% of the equity capital and substantial debt funding, convertible to equity on floatation. The intention is to bring the company to the stock market within the next year. All directors, both executive and non-executive, have been given share options as part of their remuneration packages. The company is based in Reading, England, and has a small subsidiary operation in Palo Alto, California It employs 87 people, mainly IT programmers and market development staff. In line with many start-up companies, Transweb.com has yet to show a profit. A number of modules of their planned system have been developed and tested. A few have been sold. But the break-through is expected when an overall translation facility can be demonstrated. The extract from the Transweb.com web site, reproduced as appendix 1, explains the company’s expectations. The board of Transweb.com meet ten times a year, usually in their Reading headquarters, but occasionally in the boardroom of Wilsons plc. in the City of London. Directors all received identical board papers from the Finance Director, about a week before each meeting. These directors’ reports had been predominantly financial, showing project expenditures against plan, overhead expenditure against budget and the cash and working capital position. At the last board meeting Mary-Jo Hyslop, one of the non-executive directors, asked for more information. “I don’t feel that we know enough about what the company actually is doing,” she explained. “We need to know more about what is being achieved and where the business now is. It’s all very well knowing that we’ve not spent significantly more than we planned – but have we written the programs, achieved the breakthroughs, which we expected by this stage? I really think we ought to have information about the state of play in developing products and markets.” Priestly was defensive. “I am providing the board with what directors typically receive. It’s just not feasible to measure product development – bench marks, such as the number of lines of program written, are irrelevant – it’s a question of whether each module and the system as a whole work in practice.” Hyslop retorted: “That’s exactly it. As a director I want to know whether our products are working and if not, why not.” Sir William Potter, the other non-executive director, supported her: “I do appreciate the difficulties of the Finance Director. Board level reporting for a start up company, like this, offers a real challenge. But I have to report to my board at the bank whether our investment is secure. I need to know what the probability is of success and the extent of our exposure to risk.” Roy Emery, the Chairman and CEO, who was chairing the meeting, intervened at this stage: “What we are talking about is the state of play of our research and development activities. I really think that is up to me and the other top executives. It’s an operational m