No. 4/2018 Punuc EN11TIES CoRPORATE Govi.i'RNANCE Cap. 10:31 401. Corporate transparency should be considered with reference to the company's stakeholder policies, relevant legal requirements, and the maintenance of the company's competitive advantage including the need to protect the company's intellectual prope11y and preserve the company's commercially sensitive information. 402. Communication between the Board and stakeholders should be transparent and effective in order to build and maintain stakeholder tmst and confidence in the company. Recommendations 403. All communication to stakeholders should use clear and simple language and should set out all relevant facts, whether positive or negative. 404. Minority shareholders should be protected from abusive actions by, or acts done solely in the interests of, the controlling shareholders. 405. ·what the company actually does, and not merely what it communicates, ultimately shapes the perceptions of stakeholders about it. 406. The Board should delegate to management the task of pro-actively dealing with stakeholder relationships. 407. The Board should not only disclose matters required by law, but should also disclose those matters which are of material importance to decision making by stakeholders. 408. Companies should have creditor protection procedures in relation to mergers, capital decrease, split mergers and such other matters. 409. The Board should fonnulate, develop and implement a framework of engagement with stakeholders which it should constantly review in a stmctured way. 410. The Board should encourage the fommtion of appropriate stakeholder associations to facilitate structured and constmctive stakeholder engagement. 411. Views and opinions of stakeholders should be taken on board in formulating, developing and implementing strategies of the company. 412. The Board should use generally recognized internal control models and frameworks in order to behave responsibly towards all stakeholders. 413. The Board should identify the company's stakeholdt~rs and formulate a clear policy on how to engage, conmmnicate with or relate to them constructively. Constructive engagement should not amount to second guessing the Board or management or permitting undue interference in the running of the company. 414. Every company should engage its stakeholders in determining the company's standards of ethical behaviour. 415. The Board should, through the company secretary, have cont."lct details of stakeholders and ensure that stakeholders are properly organized through appropriate associations which have effective leadership. 416. The Board should engage stakeholders informally and formally, at least once a year or as often as it is necessary to gather their opinions, views and input in order to make informed decisions and to reduce the risk of confrontation. 417. Stakeholders should be encouraged to attend annual general meetings and other company meetings by giving them timely notification and relevant documentation subject to normal limitations relating to confidentiality and commercially sensitive information. 418. A company should provide its stakeholders with relevant information necessary for protecting their rights. 158