Last year, Oddimental Petroleum Company (OPC) informed shareholders that the company intended to spend R50 million to build a museum to house the art collection of OPC's billionaire founder, CEO and chairman Dr Arthur Clubman. Furthermore, R250,000 would be spent on his biography. The company will construct the museum with a 30-year rent-free entitlement culminating in an option for the museum to buy the building outright for a cost price of R50 million. The board believes that this would cement the goodwill OPC gained through its continuing association with the Clubman Foundation (a charitable trust). Further favourable tax treatment exists for charitable donations and shareholders would benefit from increased brand recognition and perceptions of social responsibility. As far as the biography was concerned, the company would receive its money back from sales proceeds and any profits would be forwarded to the museum's fund. Since the announcement, critics have suggested that the real cost of the museum is likely to be nearer R100 million and that its content is widely considered to be low-quality art. Further, the State Museum originally promised the art is resentful of Dr Clubman's decision to renege on the deal and create his facility. Tax benefits are also in question since general advice is that, to be allowable, they should not exceed 10% of revenue (currently R300 million). Although in poor health, Dr Clubman is still active as CEO. The board of directors were selected from those within and outside the company, all having close associations with the founder. The average board age is 73. Unusually, it would appear that any press releases relating to the deterioration of Dr Clubman's condition are met with a sharp increase in share price. Construction of the museum has already begun even though the special committee of non- executive directors drawn to consider the proposal (at the request of shareholders) has not formally approved it.(b) Explain what is meant by independence, fairness and accountability and assess their importance as underlying principles of corporate governance. Refer to the case of OPC where necessary. (10 marks)