Cap. 10:31 PuBuc E:-..'TITIF~s CoRPORATE GovERNANCE No. 4/2018 152. Important matters should be submitted to the relevant Board committee for its preliminary consideration and guidance together with terms of reference which it must act upon. 153. The Board should determine what company decisions require the passing of special resolutions apart from those prescribed by law as requiring such a resolution. 154. Board minutes and, where appropriate, verbatim reports of meetings of the Board must be kept. 155. Persons who arc not members of the Board may be invited, on notice to the chief executive officer, to attend board meetings to answer questions and provide insight into any issue as the Board may consider necessary and on tenns and conditions specified in the invitation. 156. A Board member may individually meet with the company secretary, members of senior management and any shareholder but must notify the chairperson of the Board and the chief executive officer before the meeting so that the chairperson or the chief executive officer llk'lY attend if they so wish. 157. The chief executive officer and/or the company's or senior management must draw up a formal schedule of matters specially resenred for its decisions in order to ensure that the direction and control of the company remains firmly in its hands. 158. The Board must adopt efficient methods of informing and briefing the chairperson of the Board and, where necessary, the Board members prior to Board meetings. 159. The information needs of the Board must be well defined and regularly monitored. 160. All Board members should satisfy themselves that, objectively speaking, they have all material facts before participating in making any decision for the company. RHvfUNERATION OF BoARD MEiviBERS Al'<"D SENIOR ?vlANAGEMEl'.'T Principles 161. The remuneration of Board members and members of senior management should be fair in order to enhance their motivation, reliability, commitment and effectiveness, promote the creation of value for the company and advance its short and long term interests. 162. The Board should promote a culture that supports enterprise and innovation and which is complemented by appropriate shOit term and long term performance-related rewards that are fair and achievable. 163. The size and mix of the remuneration package of Board members and members of senior management should attract, retain and motivate persons of high calibre, relevant experience and appropriate skills, but must be affordable to the company and based on individual company perfom1ance, and should take into account stakeholder interests. Recommendations 164. A remuneration committee should be established to assist the Board in setting and administering remuneration policies that are in the company's short and long tenn interests. 165. The remuneration committee should be composed of independent nonexecutive Board members, including the Board chairperson who shall not chair it. The committee should be given clear terms of reference which indicate the scope of its authority, role, functions and duties, and how it relates to the Board. 129