Cap. 10:31 PcBuc ENnTIES CoRPORATE GovERNANCE No. 4/2018 (i) determining the number of executive and non-executive posts (ii) (iii) (iv) (v) (vi) (vii) (viii) required; recommending selection of Board members on the basis of established and approved criteria only; conside1ing the number of other directorships held and the experience of the proposed candidates; considering the skills and past history of the proposed candidates; checking if the proposed candidates are fit and proper persons to act as director with reference to their personal and commercial references, their ages and community standing; consideration and recommendation of the nomination, appointment and election of the proposed candidates from a list of persons proposed by blocks of minority shareholders holding a minimum of ten percent and a maximum of fifteen percent in the company, each block being entitled to a seat on the Board; considering and recommending the nomination, appointment and election of candidates from a list of no more than three candidates proposed by institutional investors, trusts or pension funds which together have a combined minimum share holding of fifteen percent and deserving a seat on the Board; considering the demands of other relevant stakeholders who may require Board representation and advising on the best methods of nominating, selecting, appointing or electing their candidates to take up the seats. BoARD CoJ\fPOSffiON, STRUCTURE, NuMBER oF MEl\IBERS Al"\'I) lNDiot>b'<'DENCE OF BoARD Principies 86. A Board should be appropriately composed and structured so as to ensure that power is evenly balanced and that it is exercised in the best interests of the company. 87. The Board should ideally have a majority of non-executive members, the majority of whom should be independent as defined in this Code. 88. Where a major shareholder is directly represented on the Board a formal agreement which defines the shareholder's rights, duties and obligations should be concluded between the shareholders and the company and approved by a special resolution passed by elected Board members and shareholders present at a meeting convened for that purpose. Recommendations 89. The tenure of the chairperson of the Board should be confirmed annually by the Board. The chairperson should not double up as the company's chief executive officer, but where this is unavoidable(a) the appointment must be approved at the annual general meeting; (b) a senior lead director should be appointed by Board members to perform roles, duties and functions as may be defined by the Board in a formal appointment contract; (c) a majority of the Board members must be independent non-executive directors. 90. A Board should(a) not be determined by a single individual or a group of individuals; and 121