DryCore Ltd is a supplier of mining equipment to large mining companies. Recently the Company has experienced a decline in sales. The Board of directors is concerned about the future financial health of the Company. Keith Barron, the CEO, has dismissed the concerns and has submitted a strategic plan for the Company to expand its sales over the next five years.

The plan involves substantial debt financing and several of the directors have doubts about the suitability of the strategy. The Board of directors consists of the following members:

1. Samantha Barron (wife of Keith Barron) - Chair of the Board, not otherwise employed by the company.
2. Jack Spratt - CPA commenced on the Board on 1 January 1980. No other connection with the company
3. Keith Barron - CEO
4. Rex Right - owns 10% of the shares of DryCore Ltd and has been a member of the board since 2019. No other connection with the company.
5. Jillian James - owns 2% of the shares of DryCore Ltd and has been a member of the board for 3 years. No other connection with the company.

Required:

1. In terms of good corporate governance procedures what should the board do about the proposed strategy put forward by Keith (CEO)?

(6 marks)

1. Assess the board structure of DryCore Ltd? Specifically identify and discuss two distinct shortfalls in terms of good corporate governance. (12 marks)