This question is based on a case study...Because of their failure,

Critically assess the structure and composition of the board of directors of Mega Bank and its holding company and identify any corporate governance concerns.

BOARD STRUCTURE

Mega Financial Holding Company (MFHC), formed in 2002, is the holding company of Mega Bank. The board of MFHC consisted of 15 directors, of which three were independent directors. The independent directors sat on both the Audit Committee and Remuneration Committee. The holding company did not have a separate Nomination Committee. Mega Bank did not have separate Audit, Remuneration or Nomination Committees. Instead, MFHCs Remuneration Committee approved Mega Banks remuneration policies, and its Audit Committee assigned supervisors onto Mega Banks board. Of the five supervisors sitting on the board, three held executive positions in MFHC. There was a total of 15 directors on the board of Mega Bank in early 2016. The Chairman of the board, Tsai Yeou-Tsair, was also the Chairman of MFHC. Wu Hann- Ching was the president and managing director of both Mega Bank and MFHC. In addition, there were two managing directors, eight other non-independent directors, two independent directors, and an independent managing director on the board. Three of the 10 non-independent directors also held executive positions in MFHC. In September 2016, both Mega Bank and MFHC reshuffled their boards, re-appointing the majority of the board members. Tsai resigned from his post as Chairman of MFHC and Mega Bank, while Shiu Kuang-si was appointed as his replacement by Taiwan Premier Lin Chuan. Tsai had reportedly offered to resign over 10 times since May 2015 but was repeatedly rejected by Minister of Finance Chang Sheng-ford on the grounds that the January 2016 presidential election was approaching. Mega Bank also carried out

an organizational restructuring, which included separating the Risk Management Committee from the Asset Liability and Risk Management Committee as a standalone independent committee and establishing new departments such as the Anti-Money Laundering Centre.