No.4/2018 Punuc ENTITIEs CoRPORATE GovERNANCE (a) (b) (c) (d) (e) Cap.10:31 ethics, professionalism and good morality; the notion that strategy, risk, performance and sustainability are inseparable; prudent and efl"ective controls which make it possible for risks to be assessed and managed property; complete compliance with, and respect for, applicable laws, especially the Bill of Rights as set out in the Constitution and adherence to non-binding rules, codes and best practice standards; the recognition that the best interests of the company and its stakeholders must always be promoted. Reconunendcttions 55. The Board should provide leadership by(a) formulating and implementing business rescue procedures and other turnaround strategies as soon as the company becomes financially distressed; (b) setting the company's strategic aims and ensuring that the necessary financial and human resources are in a place for the company to meet its objectives and review management performance; (c) appointing an independent non-executive chairperson who does not double up as chief executive officer of the company and, where the chairperson is also the chief executive officer, disclosing that fact in the annual report, together \Vith the reasons therefor; (d) establishing procedures for appointing and dismissing the chief executive officer of the company and putting in place a proper framework for the appointment of other executives; (e) framing and implementing a code of ethics, morality and professionalism for the company, its employees, management and board members; and (f) being accountable to all shareholders and other stakeholders of the company and treating them equally. 56. The Board should have a charter setting out its role and functions, which include the following(a) detennining the company's purpose, vision, mission and values; (b) setting strategies for achieving the company's purpose; (c) setting parameters for exercising leadership, enterprise, integtity and good judgement; (d) ensuring that procedures, policies and practices are established and implemented; (e) approving, monitoring and evaluating the implementation of strategies, policies, procedures and business plans; (f) identifying key 1isks and key performance indicators of the company; (g) ensuring that technology and systems used by the company are adequate to run its business viably; (g) establishing proper succession plans for Board members, the chairperson, executive director and senior members of management; (h) regularly assessing the company's perfonnance and effectiveness and that of individual directors and the chief executive officer; (i) accounting in the annual report for the directors' collective and individual performance at least once a year; 116