CDC Company is a listed company. Its board of directors has twelve members. Seven of these...

 

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CDC Company is a listed company. Its board of directors has twelve members. Seven of these are independent non-executive directors, who make up the audit committee membership, the remuneration committee membership and are also members of the nomination committee, which is chaired by the chairman of the board Mr. Juscelino Korley was appointed as a non-executive director (NED). He is also an executive director at another company. As an independent NED, he has been asked to join the remuneration committee. It is expected that he will become the chairman of the Board because the current chairman has decided to retire at the next annual general meeting (AGM), following criticism of his performance from shareholders. At the last AGM of the company, a large proportion of shareholders voted against his re- election as chairman of the Board of Directors and he was criticized in the media for professional incompetence in allowing executive directors to be paid excessive amounts of remuneration. At a meeting between Mr. Korley and some of the institutional shareholders, at which you were present as Governance Associate, the shareholders expressed their disappointment with the apparent performance of the Board of Directors suggesting that some members of the Board might not be performing adequately in their roles. They also informed Mr. Korley that they subscribed to the principles of the Ghanaian corporate Governance Code and would act in accordance with these principles if they considered that the board did not take measures to improve its performance and act in the best interests of the shareholders. Required As a Corporate Governance Associate of CDC Company: (a) Prepare a report on statutory duties of the Directors of the Board. (13 marks) (b) Prepare a report for the chairman on the appointment of Directors to ensure effective performance of the Board. (12 marks) CDC Company is a listed company. Its board of directors has twelve members. Seven of these are independent non-executive directors, who make up the audit committee membership, the remuneration committee membership and are also members of the nomination committee, which is chaired by the chairman of the board Mr. Juscelino Korley was appointed as a non-executive director (NED). He is also an executive director at another company. As an independent NED, he has been asked to join the remuneration committee. It is expected that he will become the chairman of the Board because the current chairman has decided to retire at the next annual general meeting (AGM), following criticism of his performance from shareholders. At the last AGM of the company, a large proportion of shareholders voted against his re- election as chairman of the Board of Directors and he was criticized in the media for professional incompetence in allowing executive directors to be paid excessive amounts of remuneration. At a meeting between Mr. Korley and some of the institutional shareholders, at which you were present as Governance Associate, the shareholders expressed their disappointment with the apparent performance of the Board of Directors suggesting that some members of the Board might not be performing adequately in their roles. They also informed Mr. Korley that they subscribed to the principles of the Ghanaian corporate Governance Code and would act in accordance with these principles if they considered that the board did not take measures to improve its performance and act in the best interests of the shareholders. Required As a Corporate Governance Associate of CDC Company: (a) Prepare a report on statutory duties of the Directors of the Board. (13 marks) (b) Prepare a report for the chairman on the appointment of Directors to ensure effective performance of the Board. (12 marks)

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a Report on Statutory Duties of the Directors of the Board The directors of the board of CDC Company have certain statutory duties that they are required to fulfill in order to act in the best interes... View the full answer