Nasa Company is a listed company that is operating in the cable industry. Its board of directors consists of seven independent directors, labor union representatives director, and nominee directors to represent major shareholders and lenders. The board is controlled by the nominee directors. Smith is the independent chair of the board. John is one of the nominee directors and the husband of the CFO of Nasa Company. In 2023, the company started to face some financial issues and the CEO did not inform the board members. John came to know about these problems and advised his major shareholder to sell their shares.

a. Identify and explain the corporate governance issues in the above case.

b. Identify the theory(s) that explains the identified corporate governance issues.