6. Venture Holidays Berhad (Venture) is a company in the travel business whose shares are traded...

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6. Venture Holidays Berhad (Venture) is a company in the travel business whose shares are traded on the Bursa Malaysia. Venture has adopted the Malaysian Code on Corporate Governance (MCCG) 2021 for the purposes of the governance code requirements in the Bursa Malaysia Listing Requirements (BMLR). There are seven directors on the Board of Venture: a non- executive Chair, three other independent non-executive directors, and three Executive Directors. The Board has an audit committee, a nomination committee and a remuneration committee. The three independent non- executive directors are all members of the three Board committees and the Chair of the Board is also a member of the remuneration committee. Venture has followed a strategy of expansion during the last two years and has acquired four smaller travel businesses. However, the recently published annual report of Venture showed that these acquisitions have increased Venture's costs and lowered its profits. The Chief Executive Rahman Haris, stated in the annual report that the Board of Venture was considering making more acquisitions. Following the publication of the annual report, two of the main institutional shareholders of Venture have told Venture's investor relations team that they did not support Venture's expansion strategy and that they were against Venture making any further acquisitions. The company's AGM is in a month's time. The Senior Independent Director (SID) of Venture, Sandra Dianna, has been worried about the effectiveness of the audit committee and she has noticed that the chair of the audit committee, Tariq Ariffin, does not have a clear plan of agenda items for the committee the year ahead. Sandra has recently had a meeting with the other independent non-executive directors of Venture who told her that they think that there are increasing conflicts between the non-executive and the executive directors. They also said that the Board meetings were not well run by the non-executive Chair, Lee Zhang Wei. They said that Lee does not allow a full debate, which has limited their ability to have open discussions with the executive directors. Venture is due to conduct its annual Board evaluation later in the year. The Company Secretary of Venture, Puteri Balkish, has been asked by the Board to consider how the Board evaluation should be conducted, including whether an external evaluator should be used as the evaluation last year was an internal evaluation. Sandra has told Puteri that she has concerns about how the Board and the audit committee are operating and has asked Puteri to take this into account in her proposals for the evaluation. 1- Discuss governance best practices that the Board of Venture can adopt in managing shareholder engagement both before and after the AGM in response to the comments that have been made about the company's acquisition strategy. 2- Analyse what factors Puteri Balkish, the Company Secretary, should take into account when making recommendations about the Board evaluation process, and how the Board of Venture should respond to the results of the Board evaluation. 6. Venture Holidays Berhad (Venture) is a company in the travel business whose shares are traded on the Bursa Malaysia. Venture has adopted the Malaysian Code on Corporate Governance (MCCG) 2021 for the purposes of the governance code requirements in the Bursa Malaysia Listing Requirements (BMLR). There are seven directors on the Board of Venture: a non- executive Chair, three other independent non-executive directors, and three Executive Directors. The Board has an audit committee, a nomination committee and a remuneration committee. The three independent non- executive directors are all members of the three Board committees and the Chair of the Board is also a member of the remuneration committee. Venture has followed a strategy of expansion during the last two years and has acquired four smaller travel businesses. However, the recently published annual report of Venture showed that these acquisitions have increased Venture's costs and lowered its profits. The Chief Executive Rahman Haris, stated in the annual report that the Board of Venture was considering making more acquisitions. Following the publication of the annual report, two of the main institutional shareholders of Venture have told Venture's investor relations team that they did not support Venture's expansion strategy and that they were against Venture making any further acquisitions. The company's AGM is in a month's time. The Senior Independent Director (SID) of Venture, Sandra Dianna, has been worried about the effectiveness of the audit committee and she has noticed that the chair of the audit committee, Tariq Ariffin, does not have a clear plan of agenda items for the committee the year ahead. Sandra has recently had a meeting with the other independent non-executive directors of Venture who told her that they think that there are increasing conflicts between the non-executive and the executive directors. They also said that the Board meetings were not well run by the non-executive Chair, Lee Zhang Wei. They said that Lee does not allow a full debate, which has limited their ability to have open discussions with the executive directors. Venture is due to conduct its annual Board evaluation later in the year. The Company Secretary of Venture, Puteri Balkish, has been asked by the Board to consider how the Board evaluation should be conducted, including whether an external evaluator should be used as the evaluation last year was an internal evaluation. Sandra has told Puteri that she has concerns about how the Board and the audit committee are operating and has asked Puteri to take this into account in her proposals for the evaluation. 1- Discuss governance best practices that the Board of Venture can adopt in managing shareholder engagement both before and after the AGM in response to the comments that have been made about the company's acquisition strategy. 2- Analyse what factors Puteri Balkish, the Company Secretary, should take into account when making recommendations about the Board evaluation process, and how the Board of Venture should respond to the results of the Board evaluation.

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