Question 1
Marking Guide

1 Up to 1 mark per well described weakness and up to 1 mark per recommendation. Overall maximum of 5 marks
for weaknesses and 5 marks for recommendations.
– Four of ten directors are non-executive directors (NEDs), should be at least half
– Chairman and one of the NEDs are not independent
– Chairman sits on the audit committee as the chair
– None of the NEDs have recent, relevant financial experience
– No director subject to re-election for the last four years
– Only chairman involved in dialogue with shareholders
– No internal audit function established 
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10

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