RTTC is a public company whose primary business is the sale of personal and business computers. RTTC

has been in operation for over 30 years, but has operated as a public company only in the last three years.

RTTC has a board of directors that is made up primarily of independent directors. The following is a list of

the board members:

Leroy Michaels - Chair (non-independent director)

Joan Michaels - Director (Chair of the Audit Committee)

Sarah Tov Ly - Director (Chair of the Compensation Committee)

Janet Calpito - Director (Chair of the Finance Committee)

Pascal Chnier - Director

Colin Schmidt - Director

Trevor Price - Director

Recently, the Chief Executive Officer has announced that he will be leaving RTTC, with his planned

exit date early next month. RTTC has been searching for a replacement and has found a suitable candidate,

Lynn Watson, who currently works for a local competitor. Lynn comes to RTTC with a very strong technical

background and with a personal recommendation from Sarah Tov Ly. Lynn is very keen to join RTTC, but

has stated she will only leave her current job if the "price is right.? The Vice-President of Human Resources,

Inge Axsater, was responsible for the negotiation of the salary. Once the salary was negotiated, Inge brought

it forward to the compensation committee for approval. The salary and benefit package was four times the

amount that the existing CEO was being paid. The compensation committee approved the salary and pro-

vided Lynn with an offer that she immediately accepted. The moment the shareholders became aware of the

salary, they accused the board of incompetence, saying that such a large package should never have been

approved

The chair has asked you to review the process by which Lynn's salary was determined and identify any

weaknesses in the process. He has also asked you to provide recommendations to rectify any weaknesses

that you identify.

Please help me analysis the case, identify the weakness and provide some recommendations.