Chorus and Telecom: Building the Boards

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Date Submitted: 08/10/2014 02:44 PM

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Chorus and Telecom: Building the Boards

After long time of selection, we finally select the following candidates as our board members:

Chorus: Sue Sheldon (chairman), Andrew Moore, Kathleen Speedy, Matilda Kendrick, Mike Field, and Rowan Jacobson.

Telecom: Mark Verbiest (chairman), Murray Horn, Paul Reynolds, Kevin Roberts, Ellen Lang, Frank Falkner, Simon Meylan, and Mary Biggs.

In the process, we fully consider the role and size of a board. We set strictly requirements from kinds of aspects, such as experience, skill, background and so on.

Firstly, we definite what the board does. Only around the function of board, could we make the best choice. Generally, the board members have fiduciary duty to take care of shareholders. They need to improve firm’s profitability in order to increase the share value. Specifically, they make these decisions: hire/fire the CEO, give approval for large investment, issue authorized shares and bonds, compensate the CEO and approve M&A transaction.

Secondly, in order to better monitor the management, we need Independent Directors. An Independent Director is a member of a board who does not have a material or pecuniary relationship with company or related persons, except sitting fees. The independent director can’t be related to CEO and can’t be an officer, a supplier, a client or an auditor. The Independent Directors could effectively avoid “Capture board” or “Do-nothing board”.

Thirdly, the size and skills are the key points in our whole plan. The Institute of Directors states that the size of the board will depend on the needs of each company, nature and maturity. A balanced board needs a broad mix of skills, knowledge and experience. Its members need to be able to think and contribute outside of their own areas of expertise and interact appropriately in order to reach collective decisions. Basically, the following skills are required: industry expertise, financial background, marketing experience, legal...