S-Slim Natural is a health company involve in producing several nutritional and dietary supplements products such as drinks, powders, pills, capsules, gel tabs and energy bars to aid in weight management and improved health for the local market. Recently, there have been series of ethical violations within the company. Some top managements have been accused of insider trading, bribing of some key staffs of the regulatory authorities and attempting to cover up alleged distribution of dangerous toxicity and adverse health effects products. It is a result of lack of adequate controls and proper governance structure at the company, particularly, concerning the following areas: Chairman and Chief Executive Officer (CEO) of the company is held by the same person; Audit Committee seems to be ineffective in discharging their roles and responsibilities; composition of the Nomination Committee is not refreshing; and remuneration level for directors seems to be quite unreasonable. The board of directors has expressed grave concerns about the current situations in the company. During its last quarterly meeting, the board resolved to engage the services of a corporate governance expert to help address the situation. The board also understands that there are two major approaches to managing ethics in an organisation. REQUIRED:

(a) Provide THREE (3) advice to the board of S-Slim Natural on how they could improve on governance in the organisation with reference to the Malaysia Code on Corporate Governance (MCCG) 2021 and the world Best Practices for Corporate Governance. (6 Marks)

(b) Discuss FIVE (5) recommendations that could improve the effectiveness of the structure and performance of Audit Committee in S-Slim Natural. (10 Marks)

(c) Write a report to the chairman of the board of S-Slim Natural advising him on the following: i. the proper composition of the Nomination Committee. (3 Marks) ii. THREE (3) factors to be considered in determining the remuneration of executive and non-executive directors. (6 Marks)