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Ms . X , a fund manager at institutional investor - Investo House, was reviewing the annual report of one of the major companies in

Ms. X, a fund manager at institutional investor - Investo House, was reviewing the annual report of one of the major companies in her portfolio. The company, Sunway Ltd, had recently undergone a number of board changes as a result of a lack of confidence in its management from its major institutional investors of which Investo House was one. The problems started two years ago when a new chairman at Sunway Ltd started to pursue what the institutional investors regarded as very risky strategies whilst at the same time failing to comply with a stock market requirement on the number of non-executive directors on the board.Ms. X rang Sunway Ltd's investor relations department to ask why it still was not in compliance with the requirements relating to non-executive directors. Also, when she asked how its board committees could be made up with an insufficient number of non-executive directors, the investor relations manager said he didn't know and that Ms. X should contact the chairman directly.She was also told that there was no longer a risk committee because the chairman saw no need for one. Ms. X telephoned the chairman of Sunway Ltd. She began by reminding him that Investo House was one of Sunway Ltd's main shareholders and currently owned 17% of the company. She went on to explain that she had concerns over the governance of Sunway Ltd's and that she would like him to explain his noncompliance with some of the requirements of SEBI LODR Regulations, 2015 and also why he was pursuing strategies viewed by many investors as very risky.The chairman reminded Ms. X that Sunway Ltd had outperformed its sector in terms of earnings per share in both years since he had become chairman and that rather than questioning him, she should trust him to run the company as he saw fit. He thanked Investo House for its support and hung up the phone.Describe, with reference to the case, the conditions under which it might be appropriate for an institutional investor to intervene in a company whose shares it holds.Evaluate the contribution that a risk committee made up of non-executive directors could make to Ms. X's confidence in the management of Sunway Ltd.

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