Cap. 10:31 PumJc ENTITIES CoRPORATE GovER."lANCE No. 4/2018 101. Chief executive officers should not trade Board positions \Vith other chief executive officers. 102. A Board should be composed and structured in such a way that it excludes the influence of shadow directors, that is to say, persons who arc not Board members but are somehow able to give instructions to directors. 103. Directors appointed for their professional skills, such as lawyers, accountants or engineers, should not be allowed to provide professional services to the company through their fim1s unless good reasons continuing convergence of interest, and not conflict of interest, exist. Such reasons must be approved by a resolution passed by a minimum of sixty percent of Board members present at a meeting convened for that purpose and disclosed fully in the annual report. 104. Any term exceeding nine years in aggregate for inder.,endent non-executive directors should be subjected to a particularly rigorous review by the Board \'vith special focus on perfom1ance and any factors which may impair their independence. The review must also take into account the need for refreshing the Board by making new appointments. 105. An independent non-executive director may serve more than twelve years if, after an independent assessment by the Board, there arc no relationships or circumstances likely to affect the director's independence and decision making, such as impairment of chamct,~r or judgment by long service. A statement to this effect should be included in the integrated annual report. 106. A Board member appointed as a special representative or by virtue of employment status or representation ceases to be a member when such special status ceases. 107. The size of the Board must be such that it allows for swift, prudent and fruitful discussion and decision making and the efficient composition of committees. Tim 11'-.'DEPENDEI'<"T NoN-EXECl!fiVE DIRECroR Principles 108. Independent non-executive directors are appointed to serve the Board and Board conmuttees, to balance corporate power and to protect the interests of the company, minority shareholders and other stakeholders. 109. Independent non-executive directors should be independent in character and judgment and should not have relationships or circumstances which are lik,~ly to atiect, or appear to affect their independence. Recommendations 110. Independent non-executive directors should remain independent throughout their tenure as Board members. The Board must assume the responsibility of determining, annually, \vhcther a Board member is independent and fully disclose its findings to the annual general meeting. OFFICERS OF THE BOARD Main Principles 111. There should be a dearly accepted and delineated division of responsibilities at leadership levels of the company to ensure that a proper balance of power and authority exists and that no single individual has unfettered powers of decision making. 112. The chairperson of the Board should be chosen for his or her impeccable professional reputation, ample managerial experience, undisputed integrity, steadfastness, a clear comtnitment to the interests of the company and the unconditional trust he or she enjoys from shareholders and members of the Board. 123