The Mafuka Pvt Ltd annual general meeting had to be adjourned to a date yet to be advised, as Peter Nduna, a majority shareholder, who now seems to be on a warpath, sought to effect changes to the board of directors. Peter Nduna queried the agenda items before the AGM could start and board members were seen scurrying about in the room into caucuses as they pondered on the intentions of this Zimbabwean millionaire and share portfolio investor. The agenda included the re-clection of directors who had retired by rotation and were offering themselves for another term. Directors seeking re-election included two independent non-executive directors Rose Sithole and Erick Sibanda. John Chiwara was another non-executive director vying for another term. Peter Nduna had other intentions as he sought to block the re-election of the board members and ultimately proposed to bring in new blood from his youthful camp.The meeting had to be adjourned several times as the board, chaired by John Sithole, tried to digest and reflect the legality of the move by Peter Nduna. "The Mafuka board is too big and has members who bring no relevance to the board if one considers their qualifications and background," said one of the analysts after the meeting. The company has 10 board members, six of whom are independent non-executive directors, two non-executive directors and independent non-executive chairman Sithole. After numerous consultations with Peter Nduna and other shareholders, the board members behaved as though they would procced with the meeting. However, Humphrey Mukusha, representing a shareholder with a 37% majority stake, proposed to have the meeting adjourned to a later date. Peter Nduna seconded the motion. Peter Nduna had earlier on blocked all extraordinary resolutions on an employee sharcholding option scheme, save for a share buyback scheme, at the company's extraordinary general meeting held earlier in the day.

Question 1

a. Guided by best practice, what are the key shortcomings or weaknesses impacting on the efficiency of the Mafuka board of directors, emanating from this case study (20 marks)

b. With particular reference to the above case study, discuss and articulate what effects these kind of board room wrangles have on good corporate governance in your country. (20 marks)