Reference no: EM132584272

Wan Qirra, a young Malaysian, completed her undergraduate studies in mechanical engineering at one of the universities in UK. Her next sojourn was in the US, where she obtained a master's degree in telecommunications. In 2014, after having developed extensive expertise in these areas, she founded a company - MyNet, which caters to telecom operators and suppliers in the southern of Malaysia. This perhaps as a means to harness his entrepreneurial spirit on the one hand, her longing to give back to her community on the other, and, somewhere in between, her passionate vision for next-generation telecom operations support systems (OSS). However, such a thrilling venture is not without challenges.

MyNet's board of directors has undergone substantial change, having consisted of Wan Qirra, her sister and her husband originally, today it consists of five members:

1. The chairman: Wan Qirra, who also is the CEO. She comes from an engineering background and enjoys extensive experience in telecommunications and IT.
2. Four independent directors' seats, one of which is vacant and the other three occupied:
3. Sal Sabella comes from an IT background. In addition to membership on numerous boards in Malaysia and abroad, she enjoys impressive experience in venture capital projects and private equity financing.
4. Roslan Wafi has 23 years of experience in the telecommunications industry. At one point, he was vice president of two NASDAQ-quoted companies. He spent his first 10 years in the industry with a globally renowned provider of telecommunications, particularly mobile equipment and data communication systems. He also serves on a number of boards.
5. Ian Wallace is a managing director at a multibillion-dollar investment group that manages investment vehicles focused on emerging markets across the world. He is also the CEO of a company that specialises in business development and mergers and acquisitions in the technology sector in the ASEAN region. Ian Wallace has richly diversified expertise in IT and telecom in emerging markets particularly, as well as a PhD in computer science and a degree in computer engineering.

Members of the board are very busy individuals. Those who live abroad are not easily accessible. They meet up to four times a year, usually in person, but sometimes over the phone given the difficulty of aligning their schedules. Board meetings basically address financial performance and actual/potential projects. So far, Wan Qirra and Sal Sabella have been most instrumental in such strategic activities as promoting the company, fostering business relationships, and providing prompt feedback to management. Other current and former board members have also lent themselves to these activities, though to a much lesser extent. The board does not have a formal corporate secretary; that role is currently played by the financial director. There are no active board committees.

The company also has an advisory board composed of the following members:

Dan Elsa: With 25 years of worldwide management consulting experience in a variety of economic sectors in North America, Europe, and the ASEAN, Dan Elsa is now a retired partner of an internationally renowned consulting firm and currently involved in governance functions with a variety of ASEAN companies and nonprofit organizations.

Amani Dinda: With 22 years of senior executive telecommunication experience in Malaysia and Asia.

Lyn Sherwood: With over than 17 years of experience in the telecommunications industry, acquired through engagements in Malaysia, Europe, North America, and Asia. Lyn Sherwood is currently a partner at an esteemed consulting firm and a member of its communications and technology practice services.

• MyNet is in the process of setting up an audit committee headed by one executive board member and consisting of two other board members. The goal is to have the committee fully operational before the end of June 2014.

Required:

Question a) What is the merit of having an advisory board? Do you think that the use of such a board is appropriate in the case of MyNet? Or do you think that a full (regular) board of directors would be sufficient?

Question b) The roles of chair and CEO of MyNet are not separate; does that pose a problem? Discuss.

Question c) Does the board include an appropriate mix of,

i. executive, nonexecutive, and independent directors?

ii. skill sets, given the positive future direction of the company?

Question d) What sort of support structure should be built to provide the board with more adequate support? What do you expect the roles of the audit committee to be, to bring about good governance? Is an internal audit function part of this structure? Why or why not?