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)

　　(b) Explain the roles of a nominations committee and assess the potential usefulness of a nominations committee to the board of Rosh and Company. (8 marks)

　　(c) Define ‘retirement by rotation’ and explain its importance in the context of Rosh and Company.

　　(5 marks)

　　(25 marks)