AUE2602
2022
SEMESTER 1
ASSIGNMENT 02
, QUESTION 1
A) COMPOSITION OF THE BOARD OF DIECTORS
all members in the governing board should be a director of the company, the
company complies with the requirement of the companies’ act
The chairman of the board should be an independent non-executive director and
the chairman of the body cannot be a member of the audit committee. The
company does not comply with requirement as Mr Adofo is not independent, he is
having equity interest greater than 5 % of the company shareholding and the 7%
he is holding is said to be material and can result in conflict of interests.
Mr Adofo also is a member of the audit committee
There must be at least two executive directors, among them should be a CEO in
the board of directors’ company complies.
The governing body should comprise a majority of non-executive members, most
of whom should be independent. The company does not comply as there are only
3 executive directors and among them none is independent.
Mr Kandasamy, Mr McCoy all are not independent as the other one is an advisor
of the company, major customer which constitutes about 15% of the company
revenue, only Mr Stryker is an independent non-executive director
There must be at least 3 members and the company comply as the board
comprises of about 7 members.
B) Governing body: Chairperson of the Board.
Should be an independent non-executive director meaning should not have be
involved in day to day operations of the company and should not have any
personal interests in the company operations.
Mr Adofo is not independent as he has 7% equity interest in the company and
also served as the company CEO with a period less 5 years.
Mr Adofo also should not chair or be a member of the audit committee
C) Audit Committee
All members should be directors of the company and it complies as all
members are directors
All members should be non-executive directors whom should be independent,
the company does not company as not all members in the board are non-
executive and independent, Mr Kandasamy is a major customer of the
company, Mr Adofo has 7% equity interests in the company and Mr McCoy
was an advisor of the company and has personal interests as him with the
company are planning to engage in social projects in which him will buying
books from the company.
There must be at least 3 members and the company comply.
The chairman of the board should not chair the audit committee.
D) Nominations Committee
The Committee shall comprise of all non-executive members, with a majority being
independent.
Executive members may not be members of the Committee but may attend meetings
as invitees.
2022
SEMESTER 1
ASSIGNMENT 02
, QUESTION 1
A) COMPOSITION OF THE BOARD OF DIECTORS
all members in the governing board should be a director of the company, the
company complies with the requirement of the companies’ act
The chairman of the board should be an independent non-executive director and
the chairman of the body cannot be a member of the audit committee. The
company does not comply with requirement as Mr Adofo is not independent, he is
having equity interest greater than 5 % of the company shareholding and the 7%
he is holding is said to be material and can result in conflict of interests.
Mr Adofo also is a member of the audit committee
There must be at least two executive directors, among them should be a CEO in
the board of directors’ company complies.
The governing body should comprise a majority of non-executive members, most
of whom should be independent. The company does not comply as there are only
3 executive directors and among them none is independent.
Mr Kandasamy, Mr McCoy all are not independent as the other one is an advisor
of the company, major customer which constitutes about 15% of the company
revenue, only Mr Stryker is an independent non-executive director
There must be at least 3 members and the company comply as the board
comprises of about 7 members.
B) Governing body: Chairperson of the Board.
Should be an independent non-executive director meaning should not have be
involved in day to day operations of the company and should not have any
personal interests in the company operations.
Mr Adofo is not independent as he has 7% equity interest in the company and
also served as the company CEO with a period less 5 years.
Mr Adofo also should not chair or be a member of the audit committee
C) Audit Committee
All members should be directors of the company and it complies as all
members are directors
All members should be non-executive directors whom should be independent,
the company does not company as not all members in the board are non-
executive and independent, Mr Kandasamy is a major customer of the
company, Mr Adofo has 7% equity interests in the company and Mr McCoy
was an advisor of the company and has personal interests as him with the
company are planning to engage in social projects in which him will buying
books from the company.
There must be at least 3 members and the company comply.
The chairman of the board should not chair the audit committee.
D) Nominations Committee
The Committee shall comprise of all non-executive members, with a majority being
independent.
Executive members may not be members of the Committee but may attend meetings
as invitees.
