TUESDAY: 5 December 2023. Afternoon Paper. Time Allowed: 3 hours.

Answer ALL questions. Marks allocated to each question are shown at the end of the question. Do NOT write anything on this paper.


XYZ Corporation, a multinational industry leader, recognises the pivotal role of effective board dynamics in shaping its trajectory toward sustained success. The company places a premium on robust governance structures, acknowledging their fundamental role in steering the organisation. The company’s board is meticulously structured to balance authority and accountability. Comprising non-executive directors, executive directors, and independent directors, the board functions in harmony with specialised committees such as audit, compensation and governance.

At the heart of XYZ Corporation’s success lies the collective skills, competencies, and diversity of its board. A finely tuned skills matrix guides board composition, ensuring a diverse range of expertise encompassing finance, technology, marketing, legal affairs and other strategic domains. XYZ Corporation actively promotes diversity, fostering inclusivity in terms of gender, ethnicity and international representation within its board. Real-life anecdotes and initiatives are explored, showcasing how this commitment to diverse skills and competencies contributes to organisational resilience and innovation.

Effective decision-making is a demonstrated strength of board dynamics at XYZ Corporation. Deliberative discussions, consensus-building and well-defined voting mechanisms characterise the board’s approach to critical decision points. The chairperson, as a key orchestrator, plays a pivotal role in facilitating discussions and ensuring robust decision making. The company leadership not only explores instances where the board faces significant decisions but also delves into the methodologies employed to reach consensus. It also sheds light on how decisions are aligned with the company’s strategic objectives and how they contribute to its long-term success.

XYZ Corporation acknowledges the multifaceted nature of stakeholder engagement. Regular and transparent communication mechanisms are in place to connect with shareholders, employees, customers, and regulatory bodies.

Stakeholder feedback influences board decisions, emphasising the challenges encountered in balancing diverse interests. XYZ Corporation proactively manages stakeholder relationships, anticipating needs and aligning corporate strategies with societal expectations. An intricate web of relationships contributes to the organisation’s overall resilience and reputation.

Within the boardroom, culture shapes the dynamics that reverberate throughout the organisation. XYZ Corporation recognises the importance of fostering a positive, inclusive and collaborative culture. Initiatives are in place to nurture a culture of openness, innovation, and accountability among board members. There was close scrutiny of the impact of boardroom culture on organisational performance and responses to challenges. Real-world examples symbolise and illustrate how XYZ Corporation leverages its cultural ethos for sustained success and resilience in a rapidly evolving
business environment.

As XYZ Corporation charts its course through the complexities of the global business landscape, its board dynamics serve as a beacon of exploration into the elements influencing corporate governance. By emphasising key governance practices, XYZ Corporation not only meets industry standards, but also sets a benchmark for excellence. Through this holistic approach to board dynamics, the company positions itself as a resilient and adaptive entity, poised for sustained success and positive contributions to the global marketplace.


1. Describe FIVE ways in which XYZ Corporation fosters skills, competencies and diversity within its Board. (10 marks)

2. Explain FIVE approaches that the board of XYZ Corporation could adopt in decision-making. (10 marks)

3. Analyse FIVE stakeholder communication mechanisms at XYZ Corporation. (10 marks)

4. Examine FIVE initiatives by XYZ Corporation that foster a positive and inclusive culture within the
boardroom. (10 marks)

(Total: 40 marks)



1.  Highlight THREE advantages of a two-tier board. (3 marks)

2.  Summarise FOUR dimensions that are evaluated in performance management of board members. (4 marks)

3.  Explain FOUR negative uses of power in organisations. (4 marks)

4.  Describe FOUR factors to consider in designing a board evaluation tool. (4 marks)

(Total: 15 marks)



1.  Discuss FIVE characteristics of a strong board culture. (5 marks)

2. Assess FIVE strategies for developing emotional intelligence within board members. (10 marks)

(Total: 15 marks)



1.  Explain FOUR types of corporate cultures. (4 marks)

2. Describe FIVE ways of increasing Board diversity. (5 marks)

3. Examine SIX ways of ensuring effective board succession. (6 marks)

(Total: 15 marks)



1. The Capital Markets Authority Code of Governance Practices for Issuers of Securities to the Public helps in protecting shareholder investments.

Examine THREE standards for good practice based on the Code. (3 marks)

2. Determine FOUR situations where avoidance would be the most suited method to manage a conflict.
(4 marks)

3. Provide FOUR explanations on how cognitive biases affect Board decision making. (4 marks)

4. Highlight FOUR characteristics of a progressive board. (4 marks)

(Total: 15 marks)

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