You are the financial manager at TechDrive Ltd$,$ a cutting$-$edge ride$-$sharing company that has become a household name in South Africa. You are a CA$($SA$)$ so you need to comply with the SAICA Code of Professional Conduct. TechDrive's innovative mobile app, "RideNow," has revolutionized urban transportation by allowing customers to book rides with independent drivers at the tap of a button. TechDrive is a proud subsidiary of NexaCorp, a titan in the tech industry listed on the Johannesburg Stock Exchange. The synergy between the two companies has fueled TechDrive's growth, but with expansion comes new challenges and opportunities. The Acquisition of SafariRides Ltd One bright morning, you were called into a meeting with the CEO of NexaCorp. He reminded you that TechDrive Ltd$.$ is in the process of acquiring SafariRides Ltd$.,$ a smaller competitor in the ride$-$sharing industry. The acquisition is seen as a strategic move to expand TechDrive's market share and eliminate competition in certain regions. As the financial manager of TechDrive Ltd$.$ and a Chartered Accountant $($South Africa$)[$CA$($SA$)],$ you have been closely involved in the acquisition process. On this morning, he offered you a significant performance bonus tied to the successful completion of the acquisition, specifically contingent on achieving a favorable valuation of SafariRides Ltd$.\text{'}$s client list. Simultaneously, the CEO of TechDrive Ltd$.$ has been emphasizing the critical importance of the acquisition to the company's future growth. The CEO has been in frequent communication with you, making it clear that the acquisition's success is vital and that failure to complete it on favorable terms could impact the company's strategic goals and your standing within the organization. The acquisition's complexity, coupled with the performance bonus and the CEO's expectations, has added layers of consideration to your role in valuing SafariRides Ltd$.\text{'}$s client list and navigating the acquisition process. Board Composition of TechDrive Ltd The board of TechDrive Ltd is an eclectic mix of talents and backgrounds, reflecting the company's innovative spirit. Comprising ten members, the board includes: Chairperson: A non$-$executive director with extensive experience in the tech industry but also serves on multiple other boards, raising concerns about time commitment. CEO: A visionary leader who has been instrumental in TechDrive's growth but has recently been pushing for aggressive expansion without adequate risk assessment. Three Executive Directors: Including the CFO and COO, who have been with the company since its inception. Five Non$-$Executive Directors: Two of whom are considered independent, while the others have various business interests connected to TechDrive, potentially affecting their impartiality. Gender Diversity: The board has only two female members, leading to questions about diversity and inclusion. Skills and Expertise: While the board is rich in tech and business acumen, there is a noticeable lack of legal and ethical expertise, which may hinder effective governance. The composition of the board has come under scrutiny, especially in light of the recent acquisition and ethical dilemmas. Stakeholders are questioning whether the board's structure aligns with KING IV principles, particularly concerning independence, diversity, time commitment, risk management, and ethical governance. As you looked out of your office window, reflecting on the complex tapestry of business, ethics, and law, you knew that the decisions you made would shape the future of TechDrive, NexaCorp, and the lives of countless individuals.

Question $2(15$ Marks$)$ As the financial manager of TechDrive Ltd$.$ and a Chartered Accountant $($South Africa$)[$CA$($SA$)],$ you are also responsible for ensuring that the company's governance practices align with the KING IV principles. In light of the ongoing acquisition of SafariRides Ltd$.$ and the ethical considerations involved, you are required to: a$)$ Assess the current composition of TechDrive Ltd$.\text{'}$s board, considering factors such as diversity, independence, expertise, and experience. Identify any areas of concern or misalignment with KING IV recommendations. For each concern indicator identified, explain the concern and then recommend improvements the company could make to better align with the KING IV principles. Structure your answer as follows: Concern Indicator Explanation of Concern Recommendation