Reference no: EM133461604

Case Study: Lonehill Construction Company Ltd was incorporated in the year 2002. The shareholders structure comprises of a Mr Jay Zulu, NEON Engineers Co. (a company comprising of 5 Zambian Civil engineers) and an Institutional Investor called Global Engineers whose office is registered in Australia. The ratio of shareholder ownership is 5:2:3 respectively.
The background to the formation of this company is that Jay was the sole owner for over a 10 year period, before he decided to sell some of his shares to the other investors. This was done through a private arrangement, the company is not listed on the stock exchange. Jay has been managing the operations of the company and is the Chief Executive Officer. Jay is a qualified civil engineer with over 20 years post qualifying experience.
The company has won many Government tenders in the recent past which has resulted in the business experiencing capacity growth. The company's profile has been enhanced and heightened. The medium strategic plan for the company is to expand its operations by opening a regional office in Rwanda which has great opportunities for the company to explore. The contact company in Rwanda is called Rwenco Ltd, who are willing to partner with Lonehill Construction Company to explore business opportunities there.
The current Non-Executive Directors comprises of a Mr Ben Zulu the son to Jay who is a qualified Civil Engineer, Florence Musonda an Accountant and Steve Longwe a lawyer.

The NED are paid a quarterly allowance as this has been the trend before the other shareholder came on board in 2012. The Board has been meeting only when the need arises to discuss pertinent issues.
The Executive Directors comprises of 7 members who are recruited by outsourcing services of a company that conducts the interviews and selects the best candidate. The Executive Directors remuneration package is a basic salary.
The current Finance Director Kenny Hatembo is a former employee of the auditing firm currently engaged to audit the books of accounts for the company. The auditing firm has been auditing the books of accounts for the last 5 years. The auditing firm was selected by the Chief Executive Officer Mr. Zulu.
REQUIRED:
a) As a student of Corporate Governance you have been requested by the shareholders to review the practices that are in place and give suggestions of what the best code of corporate governances practices should be, especially in the event that the company intends to expand its operations into Rwanda.
b) Describe to the Board the roles and responsibilities of the Chief Executive Officer and in specific relation to Jay's responsibilities.
c) Explain to the Board the roles of the Non- Executive Directors in relation to Lonehill Construction company