Case study

Purpleflex PLC is a large publicly listed company that produces a variety of products for the building industry. Harry Humber has been the CEO and Chairman of Purpleflex since the company's inception almost 12 years ago.

In addition to Harry, the senior executives of Purpleflex include:

• Benjamin Bamert - chief financial officer (CFO)
• Angela Adventis - chief investment officer (CIO)
• Penny Pontomac - chief operating officer (COO).

The current board of directors is made up of the four executive directors noted above and three non-executive directors:

• Ronald Ravens - also a substantial shareholder with 23% shareholding
• Sonia Spiteri - a nominee director representing the interests of a debt-funding syndicate to Purpleflex
• William Wolters - an independent director with a number of years' experience in the building industry.

The board has an audit committee which meets regularly during the year:

• Chaired by Benjamin
• Also includes Sonia and William - neither Sonia nor William has relevant financial experience.

Discuss whether the board and sub-committee structure/composition of Purpleflex PLC breaches the UK FRC Corporate Governance Code and what rectification measures, if any, are required. Your answer should refer to case facts and relevant paragraph number(s) of the Code.