From: Jane Ball (Corporate Partner)

To:      Ellen Collini (Associate)

Date:  3^rd November 2016

Westlands Group PLC

As you know, one of our most important corporate clients is Westlands Engineering PLC (Westlands), a rapidly expanding company which is quoted on the FTSE 350 on the London Stock Exchange. This morning I met with Ralph Warner, Thomas Richardson and Pranav Choudhury, respectively the Chairman, CEO and finance director of Westlands to take instructions on some extremely important issues that they are currently dealing with. They want us to prepare a detailed report for them on these issues, and have given us a strict deadline to submit the completed report so that it can be considered by the full board of directors in two weeks time. I shall require your assistance in compiling the report as I am currently committed to dealing with a number of other important matters.

The issues they wish us to advise on are as follows:

1. An issue has arisen in relation to the sale of the company’s chemical engineering business to a Chinese company. Some of the minority shareholders in the company feel very strongly that the sale significantly undervalued the business and that the company overall has suffered a loss as a result. Indeed, in a recent communication these shareholders (who between them hold some 15% of the issued share capital of the company) claim that the board acted negligently and are threatening legal action against the board as a result. The board therefore wish to know how serious this threat is, and what if any rights these minority shareholders may have to bring an action against the board. The board are also concerned that the shareholders will seek to propose a resolution of no-confidence in the board at the next AGM which is due to take place in two months’ time. The board are concerned at the bad publicity that would result so want to know if they can prevent such a resolution being tabled.

1. The Board’s strategy is to expand the business into the US, Germany and Japan, but they are not familiar with the corporate governance regimes existing in these three countries. Of course they are very familiar with the UK Corporate Governance Code and its requirements, but there are significant differences in the laws and regulations introduced in other countries, and the article that we have to write for the newsletter will provide a summary for clients of the differences between the UK rules and those in the US, Germany and Japan in relation to the following three areas:

• Role and responsibilities of the Board of directors
• Requirements for independent auditing of the company’s financial position, and
• Rules for setting executive remuneration.

1. The Board wishes to take advantage of EU funding which is available only to companies having a strong record of corporate social responsibility (CSR). They would like an outline of what the key features of CSR are and, in particular, what should they be looking for from the management of a socially responsible company? You don’t need to go into great detail on this, just identify what you consider are the key features.

Please could you prepare a draft report for me covering each of the three issues mentioned above? As I will have little time to rewrite the report myself, please ensure that it is thorough and complete so that it can be sent to the client once I have had the opportunity to check over it.

Many thanks.

Jane Ball