Reference no: EM133171996

ABC Ltd. is a publicly traded Canadian corporation, listed on the TSX. It is a home renovation and hardware business.

The board of ABC Ltd. is made up of 13 directors but 2 have indicated their intention to retire just prior to the next annual shareholders' meeting. Mr. Ollde, being one of the directors who intends to retire, knows of a strong candidate who may be interested in being nominated to serve on the board, but she is concerned about personal liability. Her name is Alice Ollde (she is a distant relative of Mr. Ollde's and he only got to know her in the past year).

Ms. Ahsum, is a director on ABC Ltd.'s board. She is also CEO of GHI Co., an engineering firm. ABC Ltd. and GHI Co. do not engage in any business with each other. Ms. Ahsum is a P.Eng. (Professional Engineer), and has worked in the engineering industry for the last 10 years. Prior to that, she worked in the construction industry for about 20 years. Ms. Ahsum is not one of the directors who plans to retire.

Mr. Gaap, is also a director on ABC Ltd.'s board. He is a retired accountant. In addition to serving on ABC Ltd.'s board, he also serves as a director on the board of three other profit public corporations. His only income is through his board service. Mr. Gaap is not one of the directors who intends to retire.

The board chair is Mr. Amahzing and the CEO is Mr. Fantastick. The board has 3 committees: audit, compensation and nominating. The board is questioning whether its nominating committee is following best practices for governance in terms of its composition, operations and process.

With reference to the above facts, and in your capacity as a board consultant, address the following issues/questions individually and separately from each other:

a) Offer advice to the board regarding best practices for the nominating committee (consider its composition, operations and process).

b) Explain one advantage and one disadvantage to ABC Ltd., of having Ms. Ahsum serve as a director on ABC Ltd.'s board.

c) Explain one potential disadvantage to ABC Ltd. of having Mr. Gaap serve on ABC Ltd's board.

d) If Ms. Ollde, being a potential nominee to ABC Ltd.'s board, is concerned about her personal liability in acting as a director, what protection may she wish to ask questions about?