3 Mary Hobbes joined the board of Rosh and Company, a large retailer, as finance director

earlier this year. Whilst she

was glad to have finally been given the chance to become finance director after several years as a financial

accountant, she also quickly realised that the new appointment would offer her a lot of challenges. In the first board

meeting, she realised that not only was she the only woman but she was also the youngest by many years.

Rosh was established almost 100 years ago. Members of the Rosh family have occupied senior board positions since

the outset and even after the company’s flotation 20 years ago a member of the Rosh family has either been executive

chairman or chief executive. The current longstanding chairman, Timothy Rosh, has already prepared his slightly

younger brother, Geoffrey (also a longstanding member of the board) to succeed him in two years’ time when he plans

to retire. The Rosh family, who still own 40% of the shares, consider it their right to occupy the most senior positions

in the company so have never been very active in external recruitment. They only appointed Mary because they felt

they needed a qualified accountant on the board to deal with changes in international financial reporting standards.

Several former executive members have been recruited as non-executives immediately after they retired from full-time

service. A recent death, however, has reduced the number of non-executive directors to two. These sit alongside an

executive board of seven that, apart from Mary, have all been in post for over ten years.

Mary noted that board meetings very rarely contain any significant discussion of strategy and never involve any debate

or disagreement. When she asked why this was, she was told that the directors had all known each other for so long

that they knew how each other thought. All of the other directors came from similar backgrounds, she was told, and

had worked for the company for so long that they all knew what was ‘best’ for the company in any given situation.

Mary observed that notes on strategy were not presented at board meetings and she asked Timothy Rosh whether the

existing board was fully equipped to formulate strategy in the changing world of retailing. She did not receive a reply.

Required:

(a) Explain ‘agency’ in the context of corporate governance and criticise the governance arrangements of Rosh

and Company. (12 marks)