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1. Mr. John is both Chairman of the Board and Chief Executive Officer (CEO) of XYZ Company. The Board of Directors consists of five directors.

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1. Mr. John is both Chairman of the Board and Chief Executive Officer (CEO) of XYZ Company. The Board of Directors consists of five directors. The Board's salaries are set by Mr. John based on his judgment of all board members, but this judgment is not based on their actual performance. 2. Furthermore, the annual assessment of the performance of the Chief Audit Executive (CAE) is being performed by the operations manager, who has the right to make decisions regarding the CAE's increment and awards. Required 1. In reference to No. 1, explain why your client does not meet the proper corporate governance standards and recommend appropriate action 2. in reference to No. 2, is there any impairment to independency? If there is impairment, what is your observation and recommendations, 1. Mr. John is both Chairman of the Board and Chief Executive Officer (CEO) of XYZ Company. The Board of Directors consists of five directors. The Board's salaries are set by Mr. John based on his judgment of all board members, but this judgment is not based on their actual performance. 2. Furthermore, the annual assessment of the performance of the Chief Audit Executive (CAE) is being performed by the operations manager, who has the right to make decisions regarding the CAE's increment and awards. Required 1. In reference to No. 1, explain why your client does not meet the proper corporate governance standards and recommend appropriate action 2. in reference to No. 2, is there any impairment to independency? If there is impairment, what is your observation and recommendations

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