Board Change • Jul 22
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Declared Dividend • May 30
Dividend increased to AU$0.06 Dividend of AU$0.06 is 20% higher than last year. Ex-date: 15th June 2026 Payment date: 30th June 2026 Dividend yield will be 2.3%, which is higher than the industry average of 1.8%. Sustainability & Growth Dividend is well covered by both earnings (16% earnings payout ratio) and cash flows (9% cash payout ratio). The dividend has remained flat since 10 years ago. However, payments have been volatile during that time. Earnings per share has grown by 43% over the last 5 years. Unless this trend reverses, it should provide support to the dividend and adequate earnings cover. Announcement • May 29
Transmetro Corporation Limited announces Annual dividend, payable on June 30, 2026 Transmetro Corporation Limited announced Annual dividend of AUD 0.0600 per share payable on June 30, 2026, ex-date on June 15, 2026 and record date on June 16, 2026. Valuation Update With 7 Day Price Move • May 12
Investor sentiment deteriorates as stock falls 22% After last week's 22% share price decline to AU$2.78, the stock trades at a trailing P/E ratio of 9x. Average trailing P/E is 24x in the Hospitality industry in Australia. Total returns to shareholders of 78% over the past three years. Board Change • Apr 07
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Jan 27
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Dec 01
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Oct 20
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Announcement • Oct 14
Transmetro Corporation Limited, Annual General Meeting, Nov 27, 2025 Transmetro Corporation Limited, Annual General Meeting, Nov 27, 2025. Location: suite 53, level 3, 330 wattle street, ultimo, sydney nsw 2007, Australia Reported Earnings • Oct 02
Full year 2025 earnings released: EPS: AU$0.22 (vs AU$0.15 in FY 2024) Full year 2025 results: EPS: AU$0.22 (up from AU$0.15 in FY 2024). Revenue: AU$24.6m (up 8.3% from FY 2024). Net income: AU$3.00m (up 53% from FY 2024). Profit margin: 12% (up from 8.6% in FY 2024). The increase in margin was driven by higher revenue. Over the last 3 years on average, earnings per share has fallen by 14% per year but the company’s share price has increased by 21% per year, which means it is well ahead of earnings. Board Change • Oct 01
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Reported Earnings • Aug 29
Full year 2025 earnings released: EPS: AU$0.22 (vs AU$0.15 in FY 2024) Full year 2025 results: EPS: AU$0.22 (up from AU$0.15 in FY 2024). Revenue: AU$24.9m (up 9.4% from FY 2024). Net income: AU$3.00m (up 53% from FY 2024). Profit margin: 12% (up from 8.6% in FY 2024). The increase in margin was driven by higher revenue. Over the last 3 years on average, earnings per share has fallen by 17% per year but the company’s share price has increased by 22% per year, which means it is well ahead of earnings. Board Change • Aug 21
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Jul 21
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Jun 26
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Upcoming Dividend • Jun 05
Upcoming dividend of AU$0.05 per share Eligible shareholders must have bought the stock before 12 June 2025. Payment date: 30 June 2025. Payout ratio is a comfortable 26% and this is well supported by cash flows. Trailing yield: 2.5%. Lower than top quartile of Australian dividend payers (6.1%). Higher than average of industry peers (2.2%). Board Change • Jun 02
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • May 14
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Mar 20
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Reported Earnings • Mar 01
First half 2025 earnings released: EPS: AU$0.13 (vs AU$0.08 in 1H 2024) First half 2025 results: EPS: AU$0.13 (up from AU$0.08 in 1H 2024). Revenue: AU$13.0m (down 6.0% from 1H 2024). Net income: AU$1.75m (up 63% from 1H 2024). Profit margin: 14% (up from 7.8% in 1H 2024). The increase in margin was driven by lower expenses. Over the last 3 years on average, earnings per share has increased by 24% per year and the company’s share price has also increased by 24% per year. Board Change • Jan 24
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Dec 19
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Reported Earnings • Oct 05
Full year 2024 earnings released: EPS: AU$0.15 (vs AU$0.20 in FY 2023) Full year 2024 results: EPS: AU$0.15 (down from AU$0.20 in FY 2023). Revenue: AU$22.8m (up 6.0% from FY 2023). Net income: AU$1.96m (down 26% from FY 2023). Profit margin: 8.6% (down from 12% in FY 2023). The decrease in margin was driven by higher expenses. Over the last 3 years on average, earnings per share has increased by 74% per year but the company’s share price has only increased by 19% per year, which means it is significantly lagging earnings growth. Reported Earnings • Aug 31
Full year 2024 earnings released: EPS: AU$0.14 (vs AU$0.17 in FY 2023) Full year 2024 results: EPS: AU$0.14 (down from AU$0.17 in FY 2023). Revenue: AU$23.0m (down 9.6% from FY 2023). Net income: AU$1.85m (down 18% from FY 2023). Profit margin: 8.1% (down from 8.9% in FY 2023). The decrease in margin was driven by lower revenue. Upcoming Dividend • Jul 04
Upcoming dividend of AU$0.05 per share Eligible shareholders must have bought the stock before 11 July 2024. Payment date: 30 July 2024. The company last paid an ordinary dividend in June 2014. The average dividend yield among industry peers is 2.0%. Board Change • Jul 01
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Apr 26
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Mar 04
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Feb 07
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Jan 02
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Nov 29
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Announcement • Oct 20
Transmetro Corporation Limited, Annual General Meeting, Nov 30, 2023 Transmetro Corporation Limited, Annual General Meeting, Nov 30, 2023, at 10:00 AUS Eastern Standard Time. Location: Suite 53, Level 3, 330 Wattle Street Ultimo, Sydney New South Wales Australia Agenda: To receive, consider and adopt the financial report of the company and of the consolidated group for the year ended 30 June 2023 and the reports by directors and auditors thereon; to consider adoption of Remuneration Report; to consider re-election of John McEvoy as director; to consider approval of Non-Executive directors' fee; and to transact any other business which may be brought forward in accordance with the Articles of Association. Reported Earnings • Oct 05
Full year 2023 earnings released: EPS: AU$0.17 (vs AU$0.26 in FY 2022) Full year 2023 results: EPS: AU$0.17 (down from AU$0.26 in FY 2022). Revenue: AU$25.4m (up 62% from FY 2022). Net income: AU$2.26m (down 34% from FY 2022). Profit margin: 8.9% (down from 22% in FY 2022). The decrease in margin was driven by higher expenses. Board Change • Sep 07
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Reported Earnings • Sep 01
Full year 2023 earnings released: EPS: AU$0.17 (vs AU$0.26 in FY 2022) Full year 2023 results: EPS: AU$0.17 (down from AU$0.26 in FY 2022). Revenue: AU$25.4m (up 63% from FY 2022). Net income: AU$2.26m (down 34% from FY 2022). Profit margin: 8.9% (down from 22% in FY 2022). The decrease in margin was driven by higher expenses. Over the last 3 years on average, earnings per share has increased by 77% per year but the company’s share price has only increased by 31% per year, which means it is significantly lagging earnings growth. New Risk • Aug 31
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended December 2022. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risks Shares are highly illiquid. Earnings have declined by 3.0% per year over the past 5 years. Minor Risks Latest financial reports are more than 6 months old (reported December 2022 fiscal period end). Large one-off items impacting financial results. Market cap is less than US$100m (AU$23.0m market cap, or US$14.9m). Board Change • Aug 09
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Jul 14
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Jun 13
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • May 22
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • May 03
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Mar 27
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Reported Earnings • Mar 03
First half 2023 earnings released: EPS: AU$0.14 (vs AU$0.072 in 1H 2022) First half 2023 results: EPS: AU$0.14 (up from AU$0.072 in 1H 2022). Revenue: AU$13.0m (up 99% from 1H 2022). Net income: AU$1.85m (up 93% from 1H 2022). Profit margin: 14% (in line with 1H 2022). Board Change • Mar 03
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Jan 24
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Nov 21
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Announcement • Oct 22
Transmetro Corporation Limited, Annual General Meeting, Nov 24, 2022 Transmetro Corporation Limited, Annual General Meeting, Nov 24, 2022, at 10:00 AUS Eastern Standard Time. Location: Suite 53, Level 3, 330 Wattle Street Sydney New South Wales Australia Agenda: To consider adoption of remuneration report; to consider re-election of Alan Notley as director and to consider Approval of Non-Executive directors fee. Reported Earnings • Sep 02
Full year 2022 earnings released: EPS: AU$0.26 (vs AU$0.33 loss in FY 2021) Full year 2022 results: EPS: AU$0.26 (up from AU$0.33 loss in FY 2021). Revenue: AU$16.0m (up 18% from FY 2021). Net income: AU$3.43m (up AU$7.82m from FY 2021). Profit margin: 21% (up from net loss in FY 2021). Board Change • Aug 17
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Jul 27
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • May 30
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Apr 27
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Apr 01
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Mar 17
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Reported Earnings • Mar 03
First half 2022 earnings: Revenues and EPS in line with analyst expectations First half 2022 results: EPS: AU$0.072 (up from AU$0.004 in 1H 2021). Revenue: AU$6.54m (up 1.5% from 1H 2021). Net income: AU$958.0k (up AU$911.0k from 1H 2021). Profit margin: 15% (up from 0.7% in 1H 2021). Revenue was in line with analyst estimates. Board Change • Feb 23
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Board Change • Jan 31
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Non-Executive Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Reported Earnings • Oct 05
Full year 2021 earnings released: AU$0.33 loss per share (vs AU$0.066 loss in FY 2020) The company reported a poor full year result with increased losses, weaker revenues and weaker control over costs. Full year 2021 results: Revenue: AU$15.4m (down 37% from FY 2020). Net loss: AU$4.39m (loss widened 401% from FY 2020). Board Change • Sep 22
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. No independent directors (3 non-independent directors). Company Secretary & Director David Lloyd was the last director to join the board, commencing their role in 2002. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment.