Raiz Ishak is the Chair and Chief Executive of Starlight Connections Sdn. Bhd. (Starlight), a social...

Transcribed Image Text:

Raiz Ishak is the Chair and Chief Executive of Starlight Connections Sdn. Bhd. (Starlight), a social media consultancy which provides companies with advice and training on their social media strategy. Starlight is a private company which started business three years ago. Starlight has been very successful, and its business has been growing rapidly. It now has about 50 employees. There are a small number of staff who work in the head office, with the remainder of the employees spending most of their time working from home. The Board of Starlight currently consists of three people: Raiz, an executive Finance Director, Adam Ahmad and one non- executive director. Starlight's Company Secretary is Jufri Yusoff. Raiz wants to improve the Board structure and governance of Starlight to reflect its new size and growth by the Board taking the following steps: • appointing one more executive director and two more non- executive directors to the Board, with one of the new non- executives becoming Chair of the Board; • creating a Board audit committee and remuneration committee, with the members being the non-executive directors and also, for the remuneration committee, the HR manager who is not on the Board; having a formal delegation of authority by the Board to Raiz as Chief Executive and giving the management team authority to manage the day-to-day business without having to refer back to Raiz or to the Board. Jufri has told Raiz that he needs to check the provisions in the company's articles of association before these Board and committee changes can be made. Starlight recently conducted a staff survey. The survey indicated that the staff were concerned that the company's culture and values need to be clearer now that the company's business has grown, and that the staff who worked from home felt that management were not taking their views into account. Staff were allowed to provide comments in confidence as part of the survey, and there were two comments saying that Adam, the Finance Director, was rude and aggressive during a recent all staff zoom call, although other comments suggested that he is a supportive manager. Raiz has therefore asked Jufri to propose steps for the Board to take to improve Starlight's culture and values. He has asked Jufri to consider best practice by referring to the Malaysia Code on Corporate Governance (MCCG). REQUIRED: Prepare a note from Jufri to Raiz: (a) Discussing why it is important for the directors to comply with the company's articles of association, which provisions in the articles will need to be checked, and what documentation needs to be prepared to put in place the proposed new Board and committee structure. (b) Analysing what is meant by a company's culture, and what steps the Board of Starlight should take to improve Starlight's culture and values. Raiz Ishak is the Chair and Chief Executive of Starlight Connections Sdn. Bhd. (Starlight), a social media consultancy which provides companies with advice and training on their social media strategy. Starlight is a private company which started business three years ago. Starlight has been very successful, and its business has been growing rapidly. It now has about 50 employees. There are a small number of staff who work in the head office, with the remainder of the employees spending most of their time working from home. The Board of Starlight currently consists of three people: Raiz, an executive Finance Director, Adam Ahmad and one non- executive director. Starlight's Company Secretary is Jufri Yusoff. Raiz wants to improve the Board structure and governance of Starlight to reflect its new size and growth by the Board taking the following steps: • appointing one more executive director and two more non- executive directors to the Board, with one of the new non- executives becoming Chair of the Board; • creating a Board audit committee and remuneration committee, with the members being the non-executive directors and also, for the remuneration committee, the HR manager who is not on the Board; having a formal delegation of authority by the Board to Raiz as Chief Executive and giving the management team authority to manage the day-to-day business without having to refer back to Raiz or to the Board. Jufri has told Raiz that he needs to check the provisions in the company's articles of association before these Board and committee changes can be made. Starlight recently conducted a staff survey. The survey indicated that the staff were concerned that the company's culture and values need to be clearer now that the company's business has grown, and that the staff who worked from home felt that management were not taking their views into account. Staff were allowed to provide comments in confidence as part of the survey, and there were two comments saying that Adam, the Finance Director, was rude and aggressive during a recent all staff zoom call, although other comments suggested that he is a supportive manager. Raiz has therefore asked Jufri to propose steps for the Board to take to improve Starlight's culture and values. He has asked Jufri to consider best practice by referring to the Malaysia Code on Corporate Governance (MCCG). REQUIRED: Prepare a note from Jufri to Raiz: (a) Discussing why it is important for the directors to comply with the company's articles of association, which provisions in the articles will need to be checked, and what documentation needs to be prepared to put in place the proposed new Board and committee structure. (b) Analysing what is meant by a company's culture, and what steps the Board of Starlight should take to improve Starlight's culture and values.

Answer rating: 100% (QA)

Dear Raiz With regards to your request to review the companys articles of association and propose steps for the Board to take to improve Starlights cu... View the full answer