Susie Bonsu completed first degree in pharmacy programme abroad and returned to her native country Ghana with the hope of starting a pharmaceutical company. Ghana has been experienc ing high graduate unemployment and Susie was very determined not to join the teaming unemployed youth in the country. Susie put together an excellent business plan and approached four other childhood friends who have also completed university to start the company for manufacturing of basic and essential drugs locally. After many months of hard work the company finally commenced operations two years ago.

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Susie Bonsu plays a dual role of the chief executive officer (CEO) and chairman of the Board of Directors and the four other friends are all executive directors of the company. The board of the company is currently composed of five executive directors and two non-executive directors. The two non-executive directors are close friends of the executive directors without relevant work experience since they remained unemployed 3 years after completing university. There have been several board meetings held without the non-executive directors. This situation is largely due to believe by the executive directors that non-executive directors are really not needed since they do not play any important role on the board. Susie and other executive directors participated in a seminar on corporate governance where the facilitator made the following statements on best practices of corporate governance:

The roles of board chairman and chief executive officer should be held by two different individua ls

The board chairman performs critical functions to ensure that the board functions effectively

The board should be composed of at least one-third of non-executive directors

After the seminar the executive directors disagreed with some of the facilitators assertions. They claimed the statements are idealistic and not pragmatic. Susie Bonsu has approached you as corporate governance expert to help provide clarity to the statements by the facilitator.

Re quire d:

a) Discuss THREE justifications why the roles of the board chairman and chief executive

officer should not be held by Susie Bonsu.

b) Explain THREE roles of non-executive directors on the board.

c) Identify FIVE roles expected of Susie Bonsu as the board chairman.