Cap. 10:31 Punuc ENTITIES CoRPORATE GovERxANCE No. 4/2018 (m) canyon friendly relations with Board members and management while at the same time maintaining an ann's length relationship with them; (n) ensure that complete, timely, relevant, accmate, honest and accessible information is placed before the Board to enable the Board to make informed decisions; (o) monitor how the member of the Board work together and how individual directors perform and interact at meetings; (p) know the strengths and weaknesses of each Board member and take appropriate measures to address any weaknesses without losing sight of human frailties; (q) develop the skills and enhance the conftdence of directors by encouraging them to speak and actively contribute at Board meetings; (r) build <md maintain the tmst and confidence of all stakeholders in the company; (s) uphold rigorous procedures in preparing for meetings by studying and discussing with the chief executive officer the information packs distributed to participants and providing appropriate input. 120. The chairperson of the Board should(a) ensure that all directors are made aware of their roles, responsibilities and duties through a tailor-made induction programme buttressed by a formal progmtmnc of continuing professional education; (b) ensure that good relations are maintained with the company's major shareholders and its strategic stakeholders·, (c) ensure that decisions made by the Board are executed timeously and effectively; (d) ensure that Board members operate as a team but 'vithout discouraging creative tension between them which allo-ws for effective debate; (e) ensure that chaiqJersons of committees attend and actively participate at annual and extraordinary general meetings and stakeholder inter-face meetings; (f) liaise with chairpersons of Board committees on matters of interest; (g) be a good listener and the last person to enter the debate and the last person to express a view on an issue; (h) meet with directors in the absence of the chief executive officer and senior management at least twice a year to discuss perf01111ance issues concerning management and the business; (i) know his or her rights and duties when chairing the Board, shareholder and other stakeholder meetings; (j) interact with stakeholders of the company on a need to know basis; (k) meet with the chief executive officer or the chief finance officer or the company secretary, or all three of them together, before Board meetings to discuss important issues and agree on the agenda; (l) put in place a succession plan for his or her position to ensure continuity and timely refreshment of talent and leadership; (m) discourage intellectual naivety and encourage intellectual honesty among and between members in Board discussions, reasoning and decisionmaking. CHIEF EXECUTIVE OFFICER AND OTHER EXECUTIVE 0f<BCERS Principles 121. The chief executive officer or managing director is in charge of the day to day running of the company. The Board may delegate certain of its roles, functions 125

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