No. 4/2018 PuBLIC ENTITIES CoRPORATE Govr<RNANCE (j) (k) (1) Cap.10:31 always meet their own needs and requirements in ways which do not compromise the needs and requirements of others; indulge in thinking that leads to the making of good choices; and have not been convicted of a serious criminal offence by a court of law. DIRECTORS: SELECTION AND APPOINTMENT PrinczjJles 81. All directors should be appointed through a formal, robust and transparent process that reflects broadly the diversity of the shareholders. 82. It is the Board's responsibility to recotmnend directors for appointment and shareholders' responsibility to elect and appoint them. 83. No election or dismissal of any director should be left to the whims of the controlling shareholder. 84. Where appropriate, a nomination committee should be established with clear terms of reference on how to invite and recommend the nomination of ne\V directors by· the Board and their election or re-election by shareholders. Remuneration 85. The cha1ter referred to in paragraph 56 should set out policies and procedures for the selection and appointment of directors and provide that(a) the procedures for appointing Board members should be a matter for the Board as a whole, assisted by the nomination committee where appropriate, but subject to shard10lders approving and electing or reelecting the directors; (b) the Board should determine the experience and personal traits of its non-executive directors in relation to its size and the specific nature of its activities; (c) the Board should determine the nature of information which may be disclosed by its prospective members including the identity of the proposed candidates, their levels of education, positions held over the last five years and at the time of nomination or election, the nature of their relations with the company, membership of other company boards, the nature of their relations with major business partners of the company and shareholders and their financial standing; (d) opinions and views of all shareholders should always be taken into account when recommending persons for election. In this regard, block voting should be adopted to protect the rights of minority shareholders; (e) the Board should ascertain whether potential candidates are competent to contribute to decision-making and that they have the necessary knowledge and experience for filling any knowledge gaps on the Board as well the integrity, skills and capacity to discharge the duties of the Board; (f) the appointment of directors should be by written agreements between them and the company and should incorporate a code of conduct or directors and set out the remuneration payable to and the terms of the insurance cover provided for directors; (g) the major or majority shareholders should not use their power to elect to the Board persons who do not meet the criteria set hy the Board and approved by the shareholders; (h) where a nomination committee is established it should be chaired by an independent non-executive director, be \oVholly composed of independent non-executive directors and its tasks should include120