HTM Ltd (HTM) is a top 200 ASX publicly listed company incorporated in Australia. It manufactures products

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Question:

HTM Ltd (HTM) is a top 200 ASX publicly listed company incorporated in Australia. It manufactures products that it sells to retailers across all of Australia - although 85% of sales take place in NSW, the ACT and Queensland. Overall, HTM has 8,000 employees of whom 2,000 are male and 6,000 are female. It has 400 senior managers and 304 of these senior managers are female while 96 are male.

The Board of HTM has six directors as follows (alphabetical listing):

1. Cassie is a very valuable member of the Board. This is especially the case as Cassie is very profit oriented - a fact which is highly apparent through her ownership of Casmani Pty Ltd which is a very successful raw materials processing business. Casmani is a major supplier of raw materials to HTM.

2. Emma is the founder of HTM and was CEO for many years. Emma owns 30% of HTM's total shares and is proud of the fact that her company continues to be a company in which women are highly regarded.

3. Janine is the CEO of HTM and recently she was rewarded by Emma and the Board as a whole by being elected the Board Chair for 2020 to 2022.

4. Marianne is the CFO of HTM.

5. Rebecca is Emma's only cousin and is close to Emma. She was invited onto the Board by Emma more than seven years ago (at that time all the other Directors agreed with Emma's request). Rebecca's nomination was later accepted by a vote of the shareholders and shareholders have voted for her to be a director on two separate occasions since she first joined the board.

6. Timothy is an experienced businessman and also a solicitor. He owns shares in HTM - but not many - in fact fewer than one fifth of one percent. The Board of HTM has committees that deal with each of Audit, Risk, Nomination and Remuneration. Janine has advised the Board that all four Committees have been correctly formed with respect to the ASX CGC Principles and Recommendations and that the Board should be proud of its Governance standards generally. Marianne indicated to Janine after the Board meeting that this statement might not be correct.

Required:

1) Identify each director by name - and using the above facts explain briefly whether each director is or is not independent. Provide your answer on the facts in relation to the principles given in the ASX CGC P&R.

2) Is Marianne correct in doubting Janine's governance at the Board and Committee level?

You are required to identify two problems that exist at the Board level and then state in general terms why there are problems at the Committee level.