a. Based on the case study, analyse the key responsibilities of the board of directors in a corporation. (10 marks) b. Discuss how the composition of the board can impact its effectiveness. Provide examples from the case study to support your analysis. (15 marks) Case Study The composition and role of boards. The board of directors is the corporation's governing body. By law, the board is vested with the authority to manage the corporation's business and affairs, and the board's members have a fiduciary responsibility to act in the best interests of the corporation and its shareholders. Boards are thus collegial bodies in the traditional sense that their members share authority and responsibility, and have both individual and collective accountability. Boards typically delegate much of their authority to an executive team that carries out the day-to- day operations of the corporation's business. However, some board duties cannot be delegated, and boards vary widely in the extent of their involvement in the business. The board's core functions typically include selecting, monitoring, advising, and compensating the chief executive; monitoring the company's financial structure and declaring dividends; deciding on major transactions and changes in control; monitoring the company's financial reporting and internal controls; and overseeing the company's strategy, performance, risk management, and compliance with relevant legal and ethical standards. It is sometimes supposed that a sharp line can be drawn between governing and managing, but that line is neither sharp nor fixed. Even a board that normally focuses on high-level governance matters may find itself drawn into management issues when the company is in crisis or distress. The structure and leadership of boards, like the processes for selecting their members, vary widely by law and custom across jurisdictions. One visible and frequently noted difference is between unitary or single-tier boards, like those in the U.S., and two-tier boards such as those in Germany where companies typically have both a management board and a supervisory board. In the U.S., companies are frequently led by a single individual who serves as both chairman and CEO, whereas in other jurisdictions, the roles of chairman and CEO are more often separated and held by different individuals. In some jurisdictions, such as France or Hong Kong, it is customary for directors to be elected for multi-year terms on a staggered basis; in others, all directors are voted on annually. The laws and norms of some jurisdictions require boards to include a certain number of directors elected by employees or other constituency groups, or to have a defined mix of