Pusuc EN11TIES CoRPoRATE GovERNANCE No. 4/2018 Cap.J0:31 and duties to the chief executive officer on the basis of established benchmarks and performance indicators. 122. The collective responsibility of management vests in the chief executive officer who bears the ultimate responsibility for all decisions and management functions. Recommendations 123. The chief executive officer and other senior executives of the company should be appointed by the Board and be accountable to it. 124. The Board must ensure that the chief executive officer and the chief finance oflicer are appointed in terms of written contracts of employment. 125. The chief executive officer's remuneration should be based on individual competence and should also be performance and incentive based, and such remuneration should be approved by shareholders in a resolution passed by a majotity of the members present at a meeting convened for that purpose. 126. The appointment of the chief executive officer must be based on merit; skill, leadership qualities, and experience without losing sight of the need to promote gender equality. 127. The chief executive officer should not be a chairperson or director of any company outside the group without the wtitten approval of the Board. 128. The chief executive officer or members of senior management must not chair the boards of subsidiary companies but may be non-executive directors thereof. 129. A chief executive officer of a subsidiary company should not sit on the Board of the holding company. 130. The chief executive officer and senior managers should ensure that(a) the day to day business of the company is properly managed within the approved framework of delegated authority, company strategies, policies, budgets and that business plans are timeously developed and presented to the Board for its consideration and approval and Board decisions are effectively implemented; (b) (c) (d) the company has a corporate culture that promotes sustainable ethical practices, encourages individual integrity and fulfils the social responsibility objectives and imperatives of the company; the company complies with all relevant laws; the company applies all recommended best practice standards, failing which they must explain the failure to the Board and stakeholders of the company. 131. The chief executive officer should(a) (b) (c) serve as the chief representative of the company and its business; recommend or appoint the executive team and ensure proper succession planning; develop and recommend to the Board yearly business plans and budgets that support the company's long tenn strategies; (d) develop and recommend to the Board yearly business plans and budgets that suppott the company's long term strategies; (e) monitor and repott to the Board on the performance of the company and its confonnance with compliance imperatives; (f) establish an organizational structure appropriate to the achievement of the company's strategies; (g) set the tone, provide ethical leadership and create a good ethical environment for management and the general workforce. 126