To prepare for a public listing, C Ltd must adopt corporate governance structures that meet the standards of a recognised stock exchange. This involves enhancing independence, accountability, and oversight. Appointing independent non-executive directors (NEDs) to constitute at least half the board (A) is a fundamental principle to ensure the board is not dominated by insiders. Appointing an independent NED as Chair (B) is crucial for effective board leadership and separation of powers from executive management. Establishing Audit, Remuneration, and Nomination committees (D), staffed by independent NEDs, is a mandatory requirement for listed companies to ensure critical functions are managed with objectivity and transparency, thereby protecting shareholder interests.

C. The venture capital director represents a significant shareholder; their removal is not a standard listing requirement and may violate investment agreements.

E. Ten-year contracts are contrary to good governance. Best practice recommends service contracts with notice periods of one year or less to avoid rewarding poor performance.

F. An executive-only agenda committee would concentrate power and undermine the role of the Chair and NEDs, contradicting principles of balanced and effective board oversight.

1. Financial Reporting Council (FRC). (2018). The UK Corporate Governance Code.

Provision 11: States, "At least half the board, excluding the chair, should be non-executive directors whom the board considers to be independent." This directly supports option A.

Provision 9: Recommends, "The chair should be independent on appointment when assessed against the circumstances set out in Provision 10." This supports option B.

Sections 3 & 4 (Provisions 17, 24, 32): Mandate that listed companies must establish Nomination, Audit, and Remuneration committees. The Code specifies that these committees should consist of a majority of independent non-executive directors. This supports option D.

Provision 39: States, "Notice or contract periods should be one year or less." This directly contradicts the 10-year contracts proposed in option E.

2. Mallin, C. A. (2018). Corporate Governance (6th ed.). Oxford University Press.

Chapter 4, 'Directors and Board Structure': This chapter details the typical requirements for listed companies, including the need for a balanced board with a strong independent element, the separation of the Chair and CEO roles with an independent Chair, and the mandatory establishment of audit, remuneration, and nomination committees. This body of work supports the rationale for answers A, B, and D.

3. Goergen, M. (2012). International Corporate Governance. Prentice Hall.

Chapter 5, 'The Board of Directors': Discusses the critical role of board committees (audit, remuneration, nomination) in monitoring management on behalf of shareholders. It emphasizes that for these committees to be effective, they must be dominated by independent outside directors, a key step for any company going public. This supports option D. The chapter also discusses the importance of an independent chair and a sufficient number of NEDs, supporting A and B.