Manufacturing Plc is a company registered with PACRA and is listed on the Lusaka Securities Exchange (LUSE). The company has been manufacturing cleaning detergents and other chemicals for the mining industry in Rufunsa District of Zambia for over ten years. Mr Janguloo has been the Chief Executive Officer and Chairperson of the Board for ten years. The company has recorded a decline in its profitability in the last two years of its operations and the shareholders are concerned about the decline in profitability. There have also been adverse social media reports that the company allegedly constructed a dam over the Chongwe river without permission from the local authority and from the Chief. The construction of the dam has led to reduced availability of water for drinking and also for agricultural activities for the local communities. Furthermore, it has been reported that the Chongwe River has been polluted by the chemicals from the manufacturing plant. The table below provides details of the number, age, gender, profession, length of service and committee membership of the Board of Directors of the company: Board Member No. Years served on the Board Age Gender Profession Board committee(s) membership Position 1. 10 70 Male Mining Engineer Audit Committee; Appointments Committee; CEO and Board Chairperson 4|Page

Remuneration Committee 2. 10 67 Male Chemical Engineer Chairperson of the Audit Committee Deputy CEO and Board Vice Chairperson 3. 5 65 Male Chemical Engineer Chairperson of the Appointments Committee Non- Executive Director 4. 4 66 Male Chemical Engineer Chairperson of the Remuneration Non- Executive Director 5. 2 65 Male Chemical Engineer Audit Committee Non- Executive Director 6. 1 60 Male Accountant Remuneration Committee Non- Executive Director 7. 1 40 Male Accountant Appointments Committee Non- Executive Director 8. 1 42 Male Human Resource Remuneration Committee Non- Executive Director 9. 1 43 Female Accountant Remuneration Committee Non- Executive 5|Page

Director 10. 1 48 Female Accountant Audit Committee Non- Executive Director All the Board members are appointed by Mr Janguloo. During the last year, the record of board and committee meetings were as follows: The Board Remuneration Committee Appointments committee Audit Committee Held 10 meetings Held 1 meeting Held 4 meetings Held no meeting During the last ten years, the Board has conducted an evaluation of its effectiveness once and this was done by an external consultant from the Institute of Directors of Zambia. The company organises a board induction every time a new board member is appointed to the board. The company has been holding Annual General Meetings every year as required by the Companies Act and also it has been releasing quarterly financial statements as required by LUSE. At the last Annual General Meeting the shareholders directed the Board to develop strategies to address the declining financial performance in the last two years so that dividends could be declared in future. The shareholders were also concerned on the remuneration policy for executive management in that there was no performance related component in the remuneration package and that the nomination committee failed to ensure that the remuneration of executive management was competitive. REQUIRED: 6|Page

Critically evaluate the corporate governance practices at AFIN427 Manufacturing Plc.