GENERAL BACKGROUND

Willbed Ltd ("Willbed") has grown significantly since it was started over 30 years ago by brothers Sam and Mack Peterson. The business started out as a general export business but soon specialised in the exporting to live animals and grains to overseas markets. Today, the business is considered a market leader in the live export trade, owning several purpose build ships designed to carry live cattle. In addition, the company has a network of meat processing facilities and owns a number of properties where they directly grow grain for export.

In order to fund the expansion of the business, Willbed converted from a Pty Ltd to a Limited company approximately ten years ago to allow it to raise money from a select number of shareholders which included key customers, employees and other wealthy investors involved in the industry. Despite the company being a Limited company which is now considered to be a reporting entity, the company in many ways is still operating as a family company without many of the sophisticated corporate governance procedures and processes in place. Communication with existing shareholders currently consists of a quarterly lunch where various updates are provided.

The Board currently consists of; 1) Sam Peterson - Founder.2) Mack Peterson - Founder.3) Steve O'Neil - General Manager.4) Alex Pho - 30% Indonesian shareholder and key customer.

Willbed's growth has not been without controversy with several animal rights groups being very vocal in their criticism about their treatment of animals, both whilst transporting them and how they are ultimately slaughtered in the exported countries by their customers. On occasion, this has led to much unwanted media and Government regulatory attention.

PART A

Now in their 60's, Sam and Mack would like to retire in the next few years but currently have most of their wealth tied up in their Wellbed shares which are difficult to sell. In addition, they would like to build another purpose built boat and require approximately $5m of funding for this. On advice from their external accountant Paul, they determine that listing Wellbed will allow them to both provide a market for them to sell their shares as well as raise the funds for the new boat.

They are aware that listing on the ASX will require them to comply with the ASX's Corporate Governance Principles, in particular - Principle 2: Structure the Board to Add Value and - Principle 2.2: Develop a Board Skills Matrix.

Once they list on the ASX, only Steve O'Neil, who will be promoted to become the new CEO, wishes to remain as a director. Sam and Mack will become General Managers of the Live Cattle and Grain divisions of the business respectively. The current board has asked you for assistance in structuring the new Board for when the company is listed.

REQUIRED

1. Compile a Board Skills Matrix for the ideal recommended board structure for Willbed once it is listed. The board should consist of eight (8) members. Set out answer as per the table given (see attached document for table)
2. Explain how you think your proposed board complies with Principle 2 of the Corporate Governance principles.

GENERAL BACKGROUND Willbed Ltd (\"Willbed\") has grown significantly since it was started over 30 years ago by brothers Sam and Mack Peterson. The business started out as a general export business but soon specialised in the exporting to live animals and grains to overseas markets. Today, the business is considered a market leader in the live export trade, owning several purpose build ships designed to carry live cattle. In addition, the company has a network of meat processing facilities and owns a number of properties where they directly grow grain for export. In order to fund the expansion of the business, Willbed converted from a Pty Ltd to a Limited company approximately ten years ago to allow it to raise money from a select number of shareholders which included key customers, employees and other wealthy investors involved in the industry. Despite the company being a Limited company which is now considered to be a reporting entity, the company in many ways is still operating as a family company without many of the sophisticated corporate governance procedures and processes in place. Communication with existing shareholders currently consists of a quarterly lunch where various updates are provided. The Board currently consists of; 1) Sam Peterson - Founder. 2) Mack Peterson - Founder. 3) Steve O'Neil - General Manager. 4) Alex Pho - 30% Indonesian shareholder and key customer. Willbed's growth has not been without controversy with several animal rights groups being very vocal in their criticism about their treatment of animals, both whilst transporting them and how they are ultimately slaughtered in the exported countries by their customers. On occasion, this has led to much unwanted media and Government regulatory attention. PART A Now in their 60's, Sam and Mack would like to retire in the next few years but currently have most of their wealth tied up in their Wellbed shares which are difficult to sell. In addition, they would like to build another purpose built boat and require approximately $5m of funding for this. On advice from their external accountant Paul, they determine that listing Wellbed will allow them to both provide a market for them to sell their shares as well as raise the funds for the new boat. They are aware that listing on the ASX will require them to comply with the ASX's Corporate Governance Principles, in particular - Principle 2: Structure the Board to Add Value and - Principle 2.2: Develop a Board Skills Matrix. Once they list on the ASX, only Steve O'Neil, who will be promoted to become the new CEO, wishes to remain as a director. Sam and Mack will become General Managers of the Live Cattle and Grain divisions of the business respectively. The current board has asked you for assistance in structuring the new Board for when the company is listed. REQUIRED Compile a Board Skills Matrix for the ideal recommended board structure for Willbed once it is listed. The board should consist of eight (8) members. Set out answer as per the below table; Board member Age/Gender Independen t (Yes/No) Executive (Yes/No) Qualifications Experience Description of Background Explain how you think your proposed board complies with Principle 2 of the Corporate Governance principles (max. of 1 page)