159. Mr Mitchell says that since member-nominated trustees make up only one third of the total, their propositions can always be ignored or over-ruled. He says that the IBM-nominated directors include senior executives who are paid bonuses which are directly related to IBM's various profit objectives and participate in IBM share option schemes which can be redeemed (at IBM's discretion) at a considerable profit. He believes that the Principal Employer has chosen directors to ensure that the Trustee puts IBM's interests first and that this has in fact happened, for example in approving the 1997 amendment, approving the periodic transfer of funds, and approving the 2000 deed of amendment. He says that the trustee-directors have failed to declare their conflict of interests properly and to abstain from voting on issues where these conflicts arose and that the chairman of the board at the time, Mr Morgans, failed to ensure that such interests were declared or that those with such interests failed to vote.