4/22/2021 Gateway - SCS Mock 1 Debrief Resignation of NED - Opportunities Appointment of a NED with Financial expertise ‘This resignation gives Arrfield an opportunity to identify a new NED with financial expertise. This would address a significant weaknesses in Arefield's existing governance structure, without expanding the total rumber of directors on the board - Enriching the pool of alent on the board fand strengthening the Audit Committee's ability to discharge its onerous responsibilities Enriching the Remuneration Committee ‘A new NED with experience in design and development of remuneration packages in a listed ‘company (eg, knowledge af ESOS, Pension etc.), could have a significant impact on improving ‘aligning remuneration with shareholder wealth maximisation, Martin Harris was also a member of this committee but does not appear to have specific experience in Executive Director at board level ina listed company. (© Peter Plant - First Financial Training Gateway - SCS Mock 1 Debrief Resignation of NED ~ Opportunities Restructuring the Risk Management Committee ‘Martin Harris is currently a member of the Risk Management Committee. His resignation provides ‘on opportunity to completely restructure this committee. It is advisable to appoint one or more Executive Directors to this Committee in place of Mr. Harris. In this way Arrfield will benefit from the blend of external NEDs with experience of other businesses and the presence of a full- ‘ime executive who has an in-depth knowledge of Arrfield business Improvement in Nomination Committee ‘Martin Harris was also on the Nomination Committee, The two other members left on this Committee are the Chairwoman & Ana Maria Gomez (the Capital City Council member & Economist), This could be an opportunity to reconfigure the Nomination Committee (e.9. co-opt the CEO ete.) There is evidence in the case that appointment of new Directors is not as ‘transparent as "best practice’ - previously new directors were asked/invited to jain the board. (© Peter Plant - Frat Financial Training 13