TCI Case Team 6. Situation 1.There is a fundamental problem with the performance of management and...

<Insert Picture Here>

TCI Case

Team 6

Situation

1. There is a fundamental problem with the performance of management and effectiveness and composition of the Board

2. We are committed to make changes of improvements for the shareholders’ values in a long run

3. We need to gain support from institutional investors because we realize it’s not easy to settle with Atherton

Change of CEO

1. Company performance has been declining in the past 2 years with 0 growth despite of the growth of economy

2. Underperforming against peers

3. No new products in the past 5 years

4. Firing key management without Board’s approval

5. Personal distraction from core business

6. Former CEO will become interim CEO until further candidate is identified

Improvement to the Board Structure & Procedure

1. Dissolving ExCom – Full Board meets every month

2. Change of the Board Compositiona. Increase the numbers of Board seats for Independent

Board Directors

b. Have a new Chairman of the Board

c. CEO will be the only insider sitting in the board

d. We will nominate a new chair person for the Audit Committee

Communication with Institutional Shareholders

1. Communicate the change plan

2. Convince the implementation of plan which drives long term value

3. Avoid risk of running into a hostile takeover – handing the company to opportunist who has shortsighted view (9% vs. 91%)

Communication with Atherton

1. Acknowledge the need of changes

2. We are committed to implement changes

3. Test the water and see what the real intention of Atherton

4. Try to negotiate and test their bottom line