(ii) In terms of the disclosure, JK is attempting to show a better moral stance than TY. In other words, disclosure was in the public interest because customers of TY and JK were being overcharged. However, only a limited number of "members of society" would benefit from the disclosure-that is customers of TY and JK. If public interest disclosure means that all members of society must benefit,this argument cannot be used by JK. However, the argument that disclosure has benefited some members of society and has not harmed anyone else would mean disclosure was in the public

　　interest.

　　(c) Evaluation of remuneration

　　Spilt of remuneration-basic and performance related

　　Remuneration for directors is normally based on two elements;

　　 Firstly a basic annual salary to compensate directors for their normal work in

　　attending board meeting and running the company, and Secondly, a performance related component to provide compensation for good

　　decision making in ensuring that the company is successful and profitable.

　　This means that whatever remuneration package is determined, it is essential to ensure that the directors have a stake in doing a good job for the shareholder. Each element of a remuneration package should therefore be designed to ensure that the director remains focused on the company and motivated to improve performance.

　　A balance must be struck between offering a package:

　　 that is too small and hence demotivating and leading to potential underachievement,

　　and

　　 that is too easily earned.

　　This implies that there is a mix of salary and performance related pay as noted above. Corporate governance guidelines do not provide a precise "mix" but indicate that the performance related element should be substantial. In terms of TY and JK, there is a performance related element of remuneration. At 40% and 30% it could be argued that the fixed salary percentage is too below-there is a risk that directors will not be sufficiently well compensated if their company does not perform well. A company needs to attract and retain directors with sufficient knowledge and skill to run the company and 30% specifically may be too low an amount to meet this objective. Marks & Spencer, for example, have 55% of remuneration from fixed salary etc.