• In August 2021, Michael Santos, Dell Inc.’s CEO and Chairman of the board, was reelected to Bell’s shareholders. However, not all of the shareholders were happy with Mr. Santos reappointment. Specifically, two labor groups that own shares of Bell stock wanted Mr. Santos removed from the board because of the Securities and Exchange Commission (SEC) action and settlement involving the company and Mr. Santos. The SEC complaint alleged various accounting manipulations that called into question Bell’s reported financial success from 2020 to 2022. In July 2025, Bell Inc. agreed to pay P100 million to settle SEC charges, without admitting or denying guilt. Mr. Santos agreed to pay P4 million fine, also without admitting or denying guilt. Consider the principles of effective corporate governance presented in this chapter and answer the following questions.What principle of corporate governance appear to have been missing at Bell?Given the apparent actions of Mr. Santos, along with his management and board roles should Bel’s external auditor expect the corporate governance at Bell to be effective?How might Bell’s external auditor respond to concerns about the quality of governance at Bell?Given the SEC settlement, should Bell’s board have an independent chair?Given the SEC settlement, should Mr. Santos be removed from his CEO position?