Read the Case Study below and answer ALL of the questions that follow.

You are the financial manager at TechDrive Ltd$,$ a cutting$-$edge ride$-$sharing company that has become a household name in South Africa. You are a CA$($SA$)$ so you need to comply with the SAICA Code of Professional Conduct. TechDrive's innovative mobile app, "RideNow," has revolutionized urban transportation by allowing customers to book rides with independent drivers at the tap of a button.

TechDrive is a proud subsidiary of NexaCorp, a titan in the tech industry listed on the Johannesburg Stock Exchange. The synergy between the two companies has fueled TechDrive's growth, but with expansion comes new challenges and opportunities.

The Acquisition of SafariRides Ltd

One bright morning, you were called into a meeting with the CEO of NexaCorp.

He reminded you that TechDrive Ltd$.$ is in the process of acquiring SafariRides Ltd$.,$ a smaller competitor in the ride$-$sharing industry. The acquisition is seen as a strategic move to expand TechDrive's market share and eliminate competition in certain regions.

As the financial manager of TechDrive Ltd$.$ and a Chartered Accountant $($South Africa$)[$CA$($SA$)],$ you have been closely involved in the acquisition process. On this morning, he offered you a significant performance bonus tied to the successful completion of the acquisition, specifically contingent on achieving a favorable valuation of SafariRides Ltd$.\text{'}$s client list.

Simultaneously, the CEO of TechDrive Ltd$.$ has been emphasizing the critical importance of the acquisition to the company's future growth. The CEO has been in frequent communication with you, making it clear that the acquisition's success is vital and that failure to complete it on favorable terms could impact the company's strategic goals and your standing within the organization.Board Composition of TechDrive Ltd

The board of TechDrive Ltd is an eclectic mix of talents and backgrounds, reflecting the company's innovative spirit. Comprising ten members, the board includes:

Chairperson: A non$-$executive director with extensive experience in the tech industry but also serves on multiple other boards, raising concerns about time commitment.

CEO: A visionary leader who has been instrumental in TechDrive's growth but has recently been pushing for aggressive expansion without adequate risk assessment.

Three Executive Directors: Including the CFO and COO, who have been with the company since its inception.

Five Non$-$Executive Directors: Two of whom are considered independent, while the others have various business interests connected to TechDrive, potentially affecting their impartiality.

Gender Diversity: The board has only two female members, leading to questions about diversity and inclusion.

Skills and Expertise: While the board is rich in tech and business acumen, there is a noticeable lack of legal and ethical expertise, which may hinder effective governance.

The composition of the board has come under scrutiny, especially in light of the recent acquisition and ethical dilemmas. Stakeholders are questioning whether the board's structure aligns with KING IV principles, particularly concerning independence, diversity, time commitment, risk management, and ethical governance.As you looked out of your office window, reflecting on the complex tapestry of business, ethics, and law, you knew that the decisions you made would shape the future of TechDrive, NexaCorp, and the lives of countless individuals.

Question $1$

$(15$ Marks$)$

As the financial manager of TechDrive Ltd and a Chartered Accountant $($South Africa$)[$CA$($SA$)],$ you are faced with the ethical dilemma of the potential inflation of the client list's valuation during the acquisition of SafariRides Ltd$.$

Considering your professional obligations under the SAICA Code of Professional Conduct, you are required to:

a$)$ Identify the Potential Threats: Discuss the potential threats that the inflation of the client list's valuation may pose to your professional conduct as a $CA(SA).$ Consider how this situation may conflict with your duties and responsibilities.

b$)$ Identify the Fundamental Principle$($s$)$ to Which the Threat Applies: Analyze the specific fundamental principles of the SAICA Code of Professional Conduct that may be at risk in this situation. Focus on principles such as honesty, integrity, and professional behavior, and explain how they apply to your role as the financial manager.

c$)$ Discuss Safeguards and$/$or Actions: Outline the safeguards and$/$or actions that you, as the financial manager, should or could take to address the identified threats and uphold the fundamental principles. Consider both internal safeguards within the organization and external safeguards that may be applicable.Your response should demonstrate a comprehensive understanding of the ethical considerations specific to your role as a financial manager and a $CA(SA),$ and how to address them in accordance with the SAICA C